bhaskrr/legal-clauses huggingface dataset:
Clause type: interest
 (a) The Company may, at its option, elect to pay interest on the Loans (i) entirely in cash (“Cash Interest”) or (ii) entirely by increasing the outstanding principal amount of the Loans by the amount of interest accrued thereon during the applicable period (“PIK Interest”). To make an election pursuant to this Section 2.13(a), the Borrower shall notify the Administrative Agent of such election in writing by delivery to the Administrative Agent, of an executed Cash Election Request by 12.00 p.m. (New York time) at least six Business Days prior to each Interest Payment Date indicating the form of payment of interest in respect of the Loans on such Interest Payment Date; provided that (i) all interest payable on the first Interest Payment Date to occur after the Closing Date shall be paid in kind and (ii) unless the Borrower shall have delivered a Cash Interest Request pursuant to this paragraph it shall be deemed to have elected to pay interest in the form of PIK Interest. PIK Interest shall be payable by automatically being added to, and made part of, the outstanding principal amount of the Loans by the amount of PIK Interest for such Interest Payment Date. Any interest so added to the principal amount of Loans shall bear interest as provided in this Section 2.13 from the date on which such interest has been so added. Unless the context otherwise requires, for all purposes hereof, references to “principal amount” of the Loans refers to the face amount of the Loans and not gross proceeds funded hereunder and includes any interest so capitalized and added to the principal amount of the Loans from the date on which such interest has been so added.
Clause type: payment
 7.1 Customer shall pay or reimburse Company for all Company Reimbursable Costs. The Company shall invoice Customer for an initial prepayment of Three Hundred Forty-One Thousand Dollars ($341,000) ("Initial Prepayment") and Customer shall pay the Initial Prepayment to Company within five (5) Days of the invoice due date. Company shall not be obligated to commence Work under this Agreement prior to receiving the Initial Prepayment.
Clause type: investments
 Borrower shall not make investments in, or advances to, any Person, other than the Accounts. Except for Accounts, Borrower will not purchase or otherwise invest in or hold securities, non-operating real estate or other non-operating assets or purchase all or substantially all the assets of any entity other than in connection with an acquisition approved by Lender in writing, which approval shall not be unreasonable withheld, conditioned, or delayed.
Clause type: severability
If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and Award shall remain in full force and effect.
Clause type: taxes
 The Company and its Subsidiaries have paid all federal, state, local and foreign taxes and filed all tax returns required to be paid or filed through the date hereof, or requests for extensions to file such tax returns have been timely filed or granted and have not expired, except where the Company and its Subsidiaries are contesting in good faith such taxes and except where the failure to so file or pay would not reasonably be expected to have a Material Adverse Effect; and except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no tax deficiency that has been asserted against the Company or any of its Subsidiaries or any of their respective properties or assets.
Clause type: representations
and Warranties. Each Borrower hereby represents and warrants to the Lender as follows:
Clause type: insurance
Pursuant to the Receivables, each Obligor has been required to obtain physical damage insurance covering the related Financed Vehicle and the Obligor is required under the terms of the related Receivable to maintain such insurance.
Clause type: dividends
 Subject to the terms of the Bank's charter and the regulations and orders of the Office, the board of directors may, from time to time, declare, and the Bank may pay, dividends on its outstanding shares of capital stock.
Clause type: ownership_of_shares
 (a) Such Seller is the record and beneficial owner of the Demeter Shares (in the case of Demeter) or the Capricorn Shares (in the case of Capricorn), free and clear of any and all Liens.
Clause type: definitions
When used in this Agreement, the following terms not otherwise defined herein have the following meanings:
Clause type: termination
This Guarantee shall terminate as to the Capital Securities (i) upon full payment of the Redemption Price or the Special Redemption Price, as the case may be, of all Capital Securities then outstanding, (ii) upon the distribution of all of the Debentures to the Holders of all of the Capital Securities or (iii) upon full payment of the amounts payable in accordance with the Declaration upon dissolution of the Issuer. This Guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any Holder of Capital Securities must restore payment of any sums paid under the Capital Securities or under this Guarantee.
Clause type: investments
 Neither the Borrower nor the Borrower’s Member nor any of their respective Subsidiaries will make or permit to remain outstanding any Investments except (a) operating deposit accounts or money market accounts with banks, (b) Permitted Investments, (c) Borrower’s Member’s 100% membership in Borrower, (d) the Projects, (e) the Excluded Projects (including, without limitation, any of the Residential Properties (or Borrower’s Member’s Equity Interest in the owner of any of the Residential Properties) which may hereafter be acquired by the Borrower or any Subsidiary thereof), (f) Borrower’s or Borrower’s Member’s Equity Interests in any Subsidiary of Borrower or Borrower’s Member existing on the Closing Date, (g) Borrower’s Equity Interests in any Qualified Sub-Tier Entity or any Subsidiary permitted or contemplated by this Agreement, (h) other investments which are permitted by the respective Organizational Documents of the Borrower or the Borrower’s Member as in effect on the Closing Date, (i) other investments required or permitted by the Loan Documents, and (j) other investments (including, without limitation, investments owned by Subsidiaries) which are consistent with the investment practices prior to the date hereof of the Douglas Emmett Realty Funds taken as a whole.
Clause type: grant
 2.1 Ovamed hereby grants to the Company and the Company accepts, subject to the terms and conditions of this Agreement, an exclusive license in the Field to practice under the Patent Rights and to utilize the Know-how in the Territory, and (a) to make, have made, use, have used, lease, import, offer to sell, sell and/or have sold the Licensed Products and to practice and have practiced the Licensed Processes, to the full end of the term for which the Patent Rights are granted, unless sooner terminated as hereinafter provided and (b) to sublicense to third parties, in accordance with Article 2.2 below, the rights granted under subsection (a) of this Article 2.1.
Clause type: loans
 The Borrower shall pay interest on the unpaid principal amount of each Loan made by each Lender to it from the date of such Loan until such principal amount shall be paid in full, at the following rates per annum:
Clause type: capitalization
 (a) As of the date hereof, the authorized capital stock of Parent consists of 200,000,000 shares of Parent Common Stock and 50,000,000 shares of preferred stock, par value $.01 per share. As of May 15, 2000, (i) 32,482,297 shares of Parent Common Stock were issued and outstanding; (ii) no shares of Parent Preferred Stock were issued or outstanding; (iii) no shares of Parent Common Stock were held in the treasury of the Company; (iv) no shares of Parent Common Stock were held by any Subsidiary of Parent; (v) 6,595,138 shares of Parent Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the option plans; (vi) 1,500,000 shares of Parent Common Stock were duly reserved for future issuance pursuant to Parent's Employee Stock Purchase Plan; and (vii) no shares of Company Common Stock were reserved for issuance upon exercise of outstanding warrants. All of the outstanding shares of Parent Common Stock are, and all shares to be issued as part of the Merger Consideration will be, when issued in accordance with the terms hereof, duly authorized, validly issued, fully paid and nonassessable. None of the outstanding shares of Parent Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by Parent or to which Parent is or was a party, nor does Parent have Knowledge of any such right. Except as set forth above and in Section 3.2(a) of the Parent Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company are, and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of Parent with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of Parent may vote.
Clause type: compensation
 As full compensation for all services rendered and obligations assumed by the Sub-Advisor hereunder with respect to the Fund, the Manager shall pay the compensation specified in Appendix A to this Agreement.
Clause type: investment-company-act
 Neither the Borrower nor any of its Subsidiaries is an “investment company”, as such term is defined in the 1940 Act.
Clause type: dividends
 Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Common Stock with respect to the payment of dividends in cash, property of the Corporation or shares of the Corporation’s capital stock, such dividends may be declared and paid ratably on the Common Stock out of the assets of the Corporation that are by law available therefor at such times and in such amounts as the Board in its discretion shall determine.
Clause type: capitalization
 The authorized capital stock of Parent consists of (i) 450,000,000 shares of Parent Common Stock and of (ii) 2,000,000 shares of Preferred Stock, par value $0.01 per share ("Parent Preferred Stock"). At the close of business on December 31, 1998 (i) 141,419,000 shares of Parent Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable, (ii) no shares of Parent Common Stock were held in treasury by Parent or by subsidiaries of Parent, (iii) 542,000 shares of Parent Common Stock were reserved for future issuance pursuant to Parent's employee stock purchase plan, (iv) 24,160,000 shares of Parent Common Stock were reserved for issuance upon the exercise of outstanding options ("Parent Options") to purchase Parent Common Stock. As of the date hereof, no shares of Parent Preferred Stock were issued or outstanding and 500,000 shares of Parent's Series A Preferred Stock were reserved for issuance under Parent's Amended and Restated Preferred Shares Rights Agreement between Parent and BankBoston, N.A., as Right Agent dated November 20, 1998. The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, 100 of which, as of the date hereof, are issued and outstanding. All of the outstanding shares of Parent's and Merger Sub's respective capital stock have been duly authorized and validly issued and are fully paid and nonassessable. All shares of Parent Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall, and the shares of Parent Common Stock to be issued pursuant to the Merger will be, duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock (other than directors' qualifying shares) of each of Parent's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and all such shares (other than directors' qualifying shares) are owned by Parent or another subsidiary free and clear of all security interests, liens, claims, pledges, agreements, limitations in Parent's voting rights, charges or other encumbrances of any nature whatsoever.
Clause type: investment-company-act
 The Company is not required to register as an “investment company” under the Investment Company Act of 1940, as amended.
Clause type: severability
Every provision of this Agreement and each of the other Loan Documents is intended to be severable, and if any term or provision of this Agreement or any of the other Loan Documents shall be invalid, illegal or unenforceable for any reason, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby, and any invalidity, illegality or unenforceability in any jurisdiction shall not affect the validity, legality or enforceability of any such term or provision in any other jurisdiction. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, this Agreement shall, as to such jurisdiction, be deemed amended to modify or delete, as necessary, the offending provision or provisions and to alter the bounds thereof in order to render it or them valid and enforceable to the maximum extent permitted by applicable Law, without in any manner affecting the validity or enforceability of such provision or provisions in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
Clause type: headings
49.01 It is understood and agreed that the use of headings before articles or sections is for convenience only and that no heading shall be used in the interpretation of said article or section nor effect any interpretation of any article or section.
Clause type: interest
 American Greetings Corporation, an Ohio corporation (the “Issuer”), promises to pay interest on the principal amount of this Note at the rate per annum shown above. Interest on the Notes will accrue from the most recent date on which interest has been paid or, if no interest has been paid, from the date of the original issuance of the Notes. The Issuer will pay interest semi-annually in arrears on each Interest Payment Date, commencing [ ]. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium and on overdue installments of interest (including post-petition interest in any proceeding under any Bankruptcy Law) (without regard to any applicable grace periods) to the extent lawful from time to time on demand at a rate that is 2% per annum in excess of the rate then in effect on the Notes.
Clause type: investment_company
 The Company is not, and upon each Closing will not be, an “investment company,” a company controlled by an “investment company,” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act.
Clause type: grant_of_option
 Pursuant to said action of the Stock Option Committee and pursuant to authorizations granted by all appropriate regulatory and governmental agencies, the Company hereby grants to Optionee the option to purchase, upon and subject to the terms and conditions of the Plan, which is incorporated in full herein by this reference, all or any part of Thirty thousand (30,000) shares of the Company’s stock at the price of Twenty-eight Dollars and eighty-seven cents (28.87) per share, which price is not less than one hundred percent (100%) of the fair market value of the stock (or not less than 110% of the fair market value of the stock for Optionee-shareholders who own securities possessing more than ten percent (10%) of the total combined voting power of all classes of securities of the Company) as of the date of action of the Stock Option Committee granting this option.
Clause type: assignment
16.1 CLEC may not assign this Agreement or any rights or obligations hereunder without the prior written consent of Qwest, which consent will not be unreasonably withheld. Notwithstanding the foregoing and subject to prior credit review, submission of appropriate legal documentation (including, but not limited to, any appropriate Secretary of State or other filings or documents specified by Qwest) and approval by Qwest of CLEC’s proposed assignee, CLEC may assign this Agreement without prior written consent of Qwest to any Affiliate, successor through merger, or acquirer of substantially all of its assets; and Qwest may assign this Agreement without prior written consent to any Affiliate, successor through merger, or acquirer of substantially all of its business assets; provided that in all cases the assignee of CLEC or Qwest, as applicable, acknowledge in writing its assumption of the obligations of the assignor hereunder. Any attempted assignment in violation hereof is of no force or effect and is void. Without limiting the generality of the foregoing, this Agreement will be binding as to the Parties' respective successors and assigns.
Clause type: financing
 (a) Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, as promptly as possible, all things necessary, proper or advisable to arrange and obtain the Financing on the terms and conditions described in the Commitment Letter, provided, however, that the Parent shall have the right to replace or amend the Commitment Letter from time to time between the date hereof and Closing (A) to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date hereof or (B) in any other manner, in each case to the extent such amendment, modification or waiver would not, taken as a whole, have the effect of (i) reducing the aggregate amount of the Financing under any Debt Document (except to the extent any other Financing contemplated by the Commitment Letter is increased by a like amount), (ii) imposing new or additional conditions to the receipt of the Financing or otherwise amending, modifying or expanding any of the conditions to the receipt of the Financing, in each case in a manner that would reasonably be expected to (x) materially delay or prevent the Closing or (y) materially or adversely impact the ability of Parent to satisfy the conditions to obtaining the Financing. Without limiting the generality of the foregoing, the Parent shall use reasonable best efforts to (w) maintain in full force and effect the Commitment Letter and comply with its obligations thereunder, (x) satisfy, or cause to be satisfied (or, if deemed advisable by Parent taking into account the expected timing of Closing, seek the waiver of), on a timely basis and in a manner that will not impede the ability of the parties to consummate the Mergers in advance of the Termination Date, all conditions to Parent obtaining the Financing that are required to be satisfied by Parent and its Subsidiaries and that are within the control of Parent (including, after commencement of the Marketing Period and the “marketing period” described in the Commitment Letter), (y) negotiate and enter into definitive agreements with respect to the Financing on the terms and conditions contemplated by the Commitment Letter (including any related flex provisions) and otherwise on terms that are acceptable to the Parent and the Financing Sources (such definitive agreements related to the Financing, collectively, with the Commitment Letter, the “Debt Documents”), and (z) assuming that al...
Clause type: representations
and Warranties. The Borrower hereby represents and warrants that (i) no Default or Event of Default exists under the Credit Agreement or under any other Loan Document on and as of the date hereof (other than the Specified Events of Default subject to the Requested Waiver), and (ii) after giving effect to this Waiver, all representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct, in all material respects, on and as of the date hereof, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects.
Clause type: severability
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. To the extent that any provision hereof is deemed to be unenforceable under applicable law, it shall be deemed replaced by an enforceable provision to the same or nearest possible effect.
Clause type: financing
 (a) The financing required to consummate the Merger, to refinance all existing indebtedness of Parent, Merger Sub and the Company, in each to the extent required in order to consummate the Merger and the other Transactions, and to pay related fees and expenses is collectively referred to in this Agreement as the “Financing”. Parent and Merger Sub received a commitment letter dated June 22, 2006 (the “Commitment Letter”), from UBS Securities LLC, UBS Loan Finance LLC, Credit Suisse Securities (USA) LLC and Citigroup Global Markets, Inc. (the “Lenders”) relating to the commitment of the Lenders to provide the Financing. Parent has provided the Company with a complete and correct copy of such letter. As of the date of this Agreement, Parent and Merger Sub have no reason to believe that any of the conditions to the Financing will not be satisfied or that the funds for the Financing will not be available on a timely basis for the transactions contemplated by this Agreement. At the Effective Time, Parent and Merger Sub will have available all of the funds necessary for the acquisition of all shares of Common Stock pursuant to the Merger and to perform their respective obligations under this Agreement.
Clause type: assignment
The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the parties. Furthermore, neither the performance of this Contract nor any portion thereof may be assigned by Contractor without the express written consent of County. Any attempt by Contractor to assign the performance or any portion thereof of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract.
Clause type: representations
and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows: