bhaskrr/legal-clauses huggingface dataset:
Clause type: representations
and Warranties. The Borrower hereby represents and warrants that the representations and warranties of the Borrower and each other Loan Party contained in Article VI of the Loan Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection therewith, shall be true and correct in all material respects (or in all respects in the case of any representation or warranty qualified by materiality or Material Adverse Effect) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in all respects in the case of any representation or warranty qualified by materiality or Material Adverse Effect) as of such earlier date.
Clause type: loans
 2. The aggregate amount of the proposed Borrowing is: $_________.
Clause type: confidentiality
Each Party will not, except as authorized or required by its respective duties and obligations hereunder, reveal or divulge to any person, company or entity any information concerning the respective organization, business, finances, transactions or other affairs of the other Party hereto, or of any of the other Party's respective subsidiaries, which may come to the Party's knowledge during the continuance of this Agreement, and each Party will keep in complete secrecy all confidential information entrusted to the Party and will not use or attempt to use any such information in any manner which may injure or cause loss either directly or indirectly to the other Party's respective business interests. This restriction will continue to apply after the termination of this Agreement without limit in point of time but will cease to apply to information or knowledge which may come into the public domain.
Clause type: insurance
The Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and risks as are adequate to protect the Company and its subsidiaries and their respective businesses; and neither the Company nor any of its subsidiaries has (i) received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business.
Clause type: taxes
 The Company and each of its Subsidiaries has timely filed (or caused to be filed) all Tax Returns that are required to be filed by (or with respect to) it on or before the date hereof and has paid all Taxes due on or before the date hereof whether or not reflected on such Tax Returns, including pursuant to any assessment received by it. All such Tax Returns were true, correct and complete in all material respects. None of such Tax Returns has been audited by the relevant taxing authority, and no taxing authority has notified (or threatened) the Company or any of its Subsidiaries, orally or in writing, that such taxing authority will or may audit any such return. The Company and its Subsidiaries have complied with all requirements of the Code, the Treasury Regulations and any state, local or foreign law relating to the payment and withholding of Taxes relating to them, and the Company and each of its Subsidiaries have, within the time and in the manner prescribed by applicable law, paid over to the proper taxing authorities all amounts required to be so withheld and paid over relating to them. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of Taxes or other governmental charges are adequate to cover any liability of the Company and its Subsidiaries for Taxes through the date hereof. There are no liens for Taxes with respect to any asset of the Company or any of its Subsidiaries, except for liens with respect to Taxes that are not yet due and payable. No taxing authority in a jurisdiction where the Company or any of its Subsidiaries, as the case may be, does not file tax returns has made a claim, assertion or threat that the Company or any of its Subsidiaries is or may be subject to taxation in such jurisdiction.
Clause type: counterparts
This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile transmission or by electronic mail in pdf form shall be as effective as delivery of a manually executed counterpart hereof.
Clause type: compensation
 Deposit Account Agent shall be entitled, for the duties to be performed by it hereunder, to a fee as set forth on Schedule III. In addition, the Company shall be obligated to reimburse Deposit Account Agent for all fees, costs and expenses incurred or that become due in connection with this Agreement or the Deposit Account, including reasonable attorney’s fees. Neither the modification, cancellation, termination or rescission of this Agreement nor the resignation or termination of the Deposit Account Agent shall affect the right of Deposit Account Agent to retain the amount of any fee which has been paid, or to be reimbursed or paid any amount which has been incurred or becomes due, prior to the effective date of any such modification, cancellation, termination, resignation or rescission. To the extent the Deposit Account Agent has incurred any such expenses, or any such fee becomes due, prior to any closing, the Deposit Account Agent shall advise the Company and the Company shall direct all such amounts to be paid directly at any such closing.
Clause type: whereas
following consummation of the Public Offering, the Company may issue additional warrants (“Post IPO Warrants” and together with the Public Warrants, Private Warrants, and Working Capital Warrants, the “Warrants”) in connection with, or following the consummation by the Company of, a Business Combination (defined below); and
Clause type: capitalization
 The authorized capital stock of the Company and the shares thereof currently issued and outstanding as of the date hereof are set forth on Schedule 2.1(c) hereto. All of the outstanding shares of capital stock have been duly and validly authorized and issued in compliance with all securities laws. Except as set forth on Schedule 2.1(c) hereto, no shares of Common Stock are entitled to preemptive rights or registration rights and there are no outstanding options, warrants, scrip, rights to subscribe to, call or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company. There are no contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of the capital stock of the Company or options, securities or rights convertible into shares of capital stock of the Company. Except as set forth on Schedule 2.1(c) hereto, the Company is not a party to any agreement granting registration or anti-dilution rights to any person with respect to any of its equity or debt securities. The Company is not a party to, and it has no knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of the Company. The offer and sale of all capital stock, convertible securities, rights, warrants, or options of the Company issued prior to the Closing complied with all applicable Federal and state securities laws, and no stockholder has a right of rescission or claim for damages with respect thereto. The Company has furnished or made available to the Purchasers true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (the “Certificate”) and the Company’s Bylaws as in effect on the date hereof (the “Bylaws”). For the purposes of this Agreement, “Material Adverse Effect” means any material adverse effect on the business, operations, properties, prospects, or financial condition of the Company and its Subsidiaries, taken as a whole, and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company to perform any of its obligations under this Agreement.
Clause type: conversion_of_shares
 Subject to any adjustment to such terms pursuant to Section 1.12, at the Effective Time, (a) each share of Common Stock outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as hereinafter defined), any shares of Common Stock held by Acquiror, and shares of Common Stock which are exchanged for Acquiror Common Stock pursuant to Section 5.09(a) herein) shall automatically and without any action on the part of the holder thereof, upon surrender of the certificate that formally evidenced such Common Stock in the manner provided herein, be cancelled and shall be converted automatically into the right to receive an amount payable in cash, without interest, equal to $1.08880483 per share of Common Stock (such amount payable per share of Common Stock in the Merger being referred to herein as the "Merger Consideration"), (b) each share of Common Stock outstanding immediately prior to the Effective Time held by Acquiror shall be cancelled for no consideration, and (c) each share of common stock, $0.01 par value per share, of Merger Sub shall be converted into one share of common stock of the Surviving Corporation. Notwithstanding the foregoing, in the event that options (the "Vivra Options") to acquire Parent common stock, par value $0.01 per share (the "Vivra Common Stock"), are cancelled pursuant to the last sentence of Section 5.09(a) in connection with the Vivra Option Exchange (as defined in Section 5.09(a)), the Merger Consideration shall be decreased by an amount equal to the quotient obtained by dividing (i) the Gross Spread (as defined below) by (ii) the actual number of shares of Common Stock outstanding immediately prior to the Merger (after giving effect to the exchanges contemplated by Section 5.09(a)) (the "Post-Adjustment Merger Consideration"). For the purposes of the preceding sentence, (i) the Gross Spread for the Vivra Options cancelled in the Vivra Option Exchange shall be equal to the product of (x) the difference between $35.62 and the weighted-average per share exercise price of such Vivra Options and (y) the number of shares of Vivra Common Stock covered by such cancelled Vivra Options, and (ii) the aggregate Gross Spread for all Vivra Options cancelled in the Vivra Option Exchange shall not exceed $4,837,382.00." Amendment to Section 1.09 of the Agreement. Section 1.09 of the Agreement is hereby amended and restated to read in its entirety as follows:
Clause type: interest
 Praxair, Inc. (“Company”), a Delaware corporation, promises to pay interest on the principal amount of the Securities (as defined below) at the rate per annum shown above. The Company will pay interest annually in arrears on December 1 of each year commencing December 1, 2015. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from December 1, 2014. Interest on the Securities will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Securities (or December 1, 2014 if no interest has been paid on the Securities), to but excluding the next scheduled interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.
Clause type: compensation
 A. Owner agrees to pay Broker fees in the amounts indicated below for:
Clause type: dividends
 Employee shall be entitled to be credited with dividend equivalents with respect to the RSUs, calculated as follows: on each date that a cash dividend is paid by Orbitz while the RSUs are outstanding, Employee shall be credited with an additional number of RSUs equal to the number of whole Shares (valued at fair market value (as determined by the Board in good faith) on such date) that could be purchased on such date with the aggregate dollar amount of the cash dividend that would have been paid on the RSUs had the RSUs been issued as Shares. The additional RSUs credited under this Section shall be subject to the same terms and conditions applicable to the RSUs originally awarded hereunder, including, without limitation, for purposes of vesting and forfeiture and crediting of additional dividend equivalents.
Clause type: payment_terms
 The MSO agrees to pay to ZEEL, the monthly Subscription Fee as per the terms set out in ANNEXURE V. Any default by the MSO pertaining to Payment Terms shall constitute a material breach hereunder and ZEEL be entitled to switch off the signals of Zee Group Channels to entire network of the MSO. Further it is also agreed by the MSO that in case the MSO operates through any of its Joint venture/affiliate/associate Network(s) in different parts of the Cities/States of India then it shall be the sole responsibility and obligation of the MSO to clear all the entire accumulated arrears/dues which are not paid by any such Joint Venture/affiliate/associate entities of the MSO to ZEEL. Further it is also agreed by MSO that any other Independent Affiliate taken over by MSO during the term of this Agreement shall be treated as JVs and MSO shall be liable to make additional payment for such JVs acquired during the term of this Agreement.
Clause type: now
THEREFORE in consideration of the premises and the mutual covenants and agreements set forth herein, the Parties, intending to be legally bound, hereby agree as follows:
Clause type: termination
This Agreement may be terminated by either party at any time by written notice to that effect and will terminate without notice upon the appointment of a trustee for you under any act of insolvency by you. Notwithstanding the termination of this Agreement, you shall remain liable for any amounts otherwise owing to us or the Fund and your portion of any transfer tax or other liability which may be asserted or assessed against the Fund, or us, or upon any one or more of our dealers, based upon the claim that you and such dealers or any one of them constitute a partnership, an unincorporated business or other separate entity.
Clause type: counterparts
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made by facsimile transmission.
Clause type: notices
Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or by courier, or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to such changed address as such party may subsequently by similar process give notice of: If to the Company: Arch Capital Group Ltd. Wessex House, 4th Floor 45 Reid Street Hamilton HM 12 Bermuda Attn.: Secretary If to the Employee: To the last address delivered to the Company by the Employee in the manner set forth herein.
Clause type: investment-company-act
 The Borrower is not required to be registered as an “investment company” or a Person “controlled by” an “investment company”, within the meaning of, or subject to regulation under, the Investment Company Act of 1940.
Clause type: miscellaneous
This Agreement, as supplemented by the related Terms Agreement, supersedes all prior and contemporaneous agreements and understandings relating to the subject matter hereof. This Agreement and the related Terms Agreement or any term of each may not be changed, waived, discharged or terminated except by an affirmative written agreement made by the party against whom enforcement of the change, waiver, discharge or termination is sought. The headings in this Agreement and the related Terms Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof or thereof.
Clause type: loans
 Each Revolving Loan borrowing (including without limitation each Mandatory Borrowing), each payment or prepayment of principal of any Loan, each payment of fees (other than the Issuing Lender Fees retained by the Issuing Lender for its own account and the Administrative Fees retained by the Agent for its own account), each reduction of the Revolving Committed Amount, and each conversion or continuation of any Loan, shall be allocated pro rata among the relevant Lenders in accordance with the respective Revolving Loan Commitment Percentages and Tranche A Term Loan Commitment Percentages, as applicable, of such Lenders (or, if the Commitments of such Lenders have expired or been terminated, in accordance with the respective principal amounts of their outstanding Loans and Participation Interests of such Lenders).
Clause type: capitalization
 The capitalization of the Company is described in the Company's SEC Documents. The Company has not issued any capital stock since March 31, 2001 other than pursuant to employee benefit plans disclosed in the Company's SEC Documents. The outstanding shares of capital stock of the Company have been duly and validly issued and are fully paid and nonassessable and were not issued in violation of any preemptive rights. Except as set forth in or contemplated by the Company's SEC Documents or as otherwise described in this Agreement, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any unissued shares of capital stock or other equity interest in the Company, or any contract, commitment, agreement, understanding or arrangement of any kind to which the Company is a party and relating to the issuance or sale of any capital stock of the Company, any such convertible or exchangeable securities or any such rights, warrants or options.
Clause type: definitions
As used in this Article 4, the following terms shall have the meanings hereinafter set forth:
Clause type: payment_terms
 The Contractor shall reference the Contract number on the invoice. Payment shall be net forty-five (45) days after receipt of an invoice in a format acceptable to the County and verified and approved by the agency/department and subject to routine processing requirements. Billing shall cover Services and/or goods not previously invoiced. The Contractor shall reimburse the County for any monies paid to the Contractor for goods or Services not provided or when goods or Services do not meet the Contract requirements. Payments made by the County shall not preclude the right of the County from thereafter disputing any items or Services involved or billed under this Contract and shall not be construed as acceptance of any part of the goods or Services.
Clause type: indemnification
The Participating Lenders shall, to the extent of their respective Revolver Percentages, indemnify the L/C Issuer (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from the L/C Issuer’s gross negligence or willful misconduct) that the L/C Issuer may suffer or incur in connection with any Letter of Credit issued by it. The obligations of the Participating Lenders under this Section 2.3(e) and all other parts of this Section 2.3 shall survive termination of this Agreement and of all Applications, Letters of Credit, and all drafts and other documents presented in connection with drawings thereunder.
Clause type: compensation
 The Board of Directors shall have the authority to fix the compensation of directors.
Clause type: base-salary
 Key Employee will receive an initial Base Salary at the rate of Two Hundred, Thirty-One Thousand Dollars ($231,000) per annum payable in periodic installments in accordance with the Company’s normal payroll practices and procedures, which base salary may be increased (but not decreased) by the Company from time to time.
Clause type: whereas
the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management, including the Executive, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control;
Clause type: severability
Any term or provision of this Agreement which is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid, illegal or unenforceable the remaining terms and provisions of this Agreement. or affecting the validity, legality or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction, and if any provision of this Agreement is determined to be so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable, in all cases so long as neither the economic nor legal substance of the transactions contemplated hereby is affected in any manner materially adverse to any party or its shareholders. Upon any such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.
Clause type: loans
 (a) Subject to and upon the terms and conditions herein set forth, each Initial Tranche A Term Lender severally agrees to make a loan or loans (each, an “Initial Tranche A Term Loan”) to the Borrower, which Initial Tranche A Term Loans (i) shall not exceed, for any such Lender, the Initial Tranche A Term Loan Commitment of such Initial Tranche A Term Lender, (ii) shall not exceed, in the aggregate, the Total Initial Tranche A Term Loan Commitment, (iii) shall be made on the Closing Date and shall be denominated in U.S. Dollars, (iv) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all such Initial Tranche A Term Loans made by each of the Initial Tranche A Term Lenders pursuant to the same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Tranche A Term Loans of the same Type and (v) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Tranche A Term Loan Maturity Date, all outstanding Initial Tranche A Term Loans shall be repaid in full.
Clause type: interest
 7.01 All moneys not paid when due as provided in Article 14 of the General Conditions shall bear interest at the rate of 1% per annum.
Clause type: indemnification
Each Purchaser shall jointly and severally indemnify JPMS and its affiliates against any liabilities or expenses (including attorney’s fees and disbursements), or actions in respect of any liabilities or expenses, arising from the services furnished pursuant to this Letter Agreement to the extent such liabilities or expenses arise out of or relate to an untruth or breach or alleged untruth or breach of a representation, warranty or covenant made by a Purchaser in this Letter Agreement, except to the extent such liabilities or expenses result from the gross negligence or bad faith of JPMS or its affiliates. The Purchasers shall also promptly reimburse JPMS and its affiliates for all expenditures (including attorney’s fees and disbursements) made to investigate, prepare or defend any action or claim in respect of any such liability or expense.