bhaskrr/legal-clauses huggingface dataset:
Clause type: termination
The termination of the Agreement shall not affect any Borrower’s, Agent’s or any Lender’s rights, or any of the Obligations having their inception prior to the effective date of such termination, and the provisions hereof shall continue to be fully operative until all transactions entered into, rights or interests created or Obligations have been fully and indefeasibly paid, disposed of, concluded or liquidated. The security interests, Liens and rights granted to Agent and Lenders hereunder and the financing statements filed hereunder shall continue in full force and effect, notwithstanding the termination of this Agreement or the fact that Borrowers’ Account may from time to time be temporarily in a zero or credit position, until all of the Obligations of each Borrower have been indefeasibly paid and performed in full after the termination of this Agreement or each Borrower has furnished Agent and Lenders with an indemnification satisfactory to Agent and Lenders with respect thereto. Accordingly, each Borrower waives any rights which it may have under the Uniform Commercial Code to demand the filing of termination statements with respect to the Collateral, and Agent shall not be required to send such termination statements to each Borrower, or to file them with any filing office, unless and until this Agreement shall have been terminated in accordance with its terms and all Obligations have been indefeasibly paid in full in immediately available funds. All representations, warranties, covenants, waivers and agreements contained herein shall survive termination hereof until all Obligations are indefeasibly paid and performed in full.
Clause type: financing
 Purchaser has sufficient immediately available funds to pay, in cash, the Purchase Price and all other amounts payable pursuant to this Agreement and the BSAA Agreement or otherwise necessary to consummate all the Transactions. Upon the consummation of the Transactions (a) Purchaser will not be insolvent, (b) Purchaser will not be left with unreasonably small capital, (c) Purchaser will not have incurred debts beyond its ability to pay such debts as they mature and (d) the capital of Purchaser will not be impaired.
Clause type: payment
 56.2.1 Compensation for on-call service is applicable in the following cases:
Clause type: payment
 The “Payment Amount” will be an amount equal to the value of the Repurchased Units determined as of the Compulsory Repurchase Valuation Date, as defined in the Company's limited liability company agreement, and valued in accordance with the Company’s limited liability company agreement. The Payor will make an initial payment under this Compulsory Repurchase Instrument as of the later of (a) any business day that is within 45 days after the Compulsory Repurchase Valuation Date, or (b) if the Company has requested withdrawal of its capital from one or more Portfolio Funds in order to fund the repurchase of Units, within ten (10) business days after the Company has received at least 95% of the aggregate amount withdrawn from such Portfolio Funds. As provided in the Company's limited liability company agreement, the Company may, in its sole discretion, hold back any amount due in respect of this Compulsory Repurchase Instrument and make payments in respect of this Compulsory Repurchase Instrument in any number of installments as it may determine in its sole discretion; provided, however, that the full amount payable under this Compulsory Repurchase Instrument shall be paid not later than promptly after the completion of the Company's annual audit for the fiscal year in which this Compulsory Repurchase Instrument is issued. Any amount payable in respect of a Compulsory Repurchase Instrument shall be subject to adjustment as a result of corrections to the value of the Company's net assets as of the Compulsory Repurchase Valuation Date.
Clause type: payment
 Payment is considered part of the fees set forth in Section 5.
Clause type: investment-company-act
 None of the Borrower or any of the Subsidiaries is an “investment company” as defined in, and subject to registration under, the Investment Company Act of 1940, as amended from time to time.
Clause type: ownership_of_shares
 Following exercise of all or a portion of the Option, the Participant will be the owner of the Award Shares issued, free and clear of any liens or encumbrances, except for restrictions set forth in the 2007 Plan, any agreement among the Common Stock stockholders, or otherwise referenced herein. The Participant agrees that this Agreement shall be applicable to such Award Shares.
Clause type: indemnification
In addition, each of the Lenders hereby indemnifies the Administrative Agent (to the extent not reimbursed by the Loan Parties), ratably according to their Applicable Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Administrative Agent under this Agreement or the other Loan Documents (including any action taken or omitted under Article II of this Agreement); provided that such indemnity shall not be available to the extent such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its respective Applicable Percentage of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, administration or enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement or the other Loan Documents to the extent that the Administrative Agent is not reimbursed for such expenses by the Loan Parties. The provisions of this Article VIII shall survive the termination of this Agreement and the payment of the Obligations.
Clause type: headings
The inclusion of headings in this Agreement is for convenience of reference only and shall not affect the construction or interpretation hereof.
Clause type: termination
This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing:
Clause type: headings
The descriptive headings of the several paragraphs of this Agreement are inserted for convenience of reference only and shall not constitute a part of this Agreement.
Clause type: taxes
 The Company (i) has timely filed all necessary federal, state, local and foreign tax returns, and all such returns were true, complete and correct, (ii) has paid all federal, state, local and foreign taxes, for which it is liable, including all sales and use taxes and all taxes which the Company is obligated to withhold from amounts owing to employees, creditors and third parties and (iii) does not have any tax deficiency or claims outstanding or assessed or, to its Knowledge, proposed against it, except those, in each of the cases described in clauses (i), (ii) and (iii) above, that would not, singularly or in the aggregate, have a Material Adverse Effect.
Clause type: compensation
 The Company agrees to pay the Warrant Agent reasonable compensation for its services hereunder to be agreed upon and to reimburse the Warrant Agent for its reasonable expenses hereunder; and further agrees to indemnify the Warrant Agent and hold it harmless against any and all liabilities, including, but not limited to, judgments, costs and reasonable counsel fees, for anything done, suffered or omitted by the Warrant Agent in the execution of its duties and powers hereunder, except for any such liabilities that arise as a result of the Warrant Agent's bad faith, negligence or willful misconduct.
Clause type: confidentiality
From the date of this Agreement and notwithstanding its termination, each of the Mortgages Trustee and the Beneficiaries shall use its best endeavours not to disclose to any person whatsoever any information relating to the business, finances or other matters of a confidential nature of any other party hereto of which it may by virtue of being party to the Transaction Documents have become possessed and shall use all reasonable endeavours to prevent any such disclosure as aforesaid, provided however that the provisions of this Clause 22 shall not apply:
Clause type: employee_benefits
 During the term of this Agreement, and as otherwise provided within the provisions of each of the respective plans, the Company shall provide to the Executive all benefits to which other executives and employees of the Company are entitled to receive, subject to the eligibility requirements and other provisions of such arrangements as applicable to executives of the Company generally. Such benefits shall include, but shall not be limited to, life insurance, comprehensive health and major medical insurance, dental insurance, prescription drug insurance, vision insurance, and short-term and long-term disability. The Executive shall likewise participate in any additional benefit as may be established during the term of this Agreement, by standard written policy of the Company.
Clause type: interest
 The unpaid principal balance of the Revolving Loan shall bear interest at the rate or rates provided in the Revolving Note and selected by Borrower. The Revolving Loan may be prepaid in full or in part only in accordance with the terms of the Revolving Note and any such prepayment shall be subject to the prepayment fee provided for therein.
Clause type: entire
Agreement. This Agreement (including any Exhibits attached hereto, each of which is incorporated herein by reference) constitutes and contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersede any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the parties respecting the subject matter hereof.
Clause type: capitalization
 As of the date of this Agreement, the authorized capital stock of the Seller consists of 40,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are issued and outstanding, and, except for [__________], no shares of preferred stock, debentures or notes are issued and outstanding. All of such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as of the date of this Agreement:
Clause type: capitalization
 Schedule 4.03 sets forth as of the date hereof the ownership of the SPE. All of the issued and outstanding equity interests of the SPE are duly organized, validly issued and fully paid; and, to the knowledge of the SPE, and are not subject to preemptive rights or appraisal, dissenters’ or other similar rights under the organizational documents of or any contract to which the SPE is a party or otherwise bound.
Clause type: investments
 No Credit Party shall directly or indirectly, make or own any Investment in any Person, including without limitation any Joint Venture, except:
Clause type: governing
Law. This Sub-Advisory Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, without giving effect to principles of conflict of laws.
Clause type: investments
 The Loan Parties will not, and will not permit any of their respective Subsidiaries to, directly or indirectly, make or own any Investment in any Person except:
Clause type: definitions
Set forth below are certain defined terms used in this Indenture.
Clause type: entire
Agreement. This Agreement embodies the entire agreement between the parties relative to the subject matter hereof, and there are no oral or written agreements between the parties, nor any representations made by either party relative to the subject matter hereof, which are not expressly set forth herein.
Clause type: payment
 Prior to the fifth (5th) day of the month, III shall render to Reseller an invoice, based on the report described in paragraph 8. Within thirty (30) days from the date of a Correct Invoice Reseller shall remit in U. S. dollars, using a form or method acceptable to III, payment for its Subscribers. The amount of the payment due is the total number of Subscribers, based on the report described in paragraph 8, times the rate per Subscriber for each Package and Service, plus the setup charge for each new Subscriber, plus message charges. The Package and Service rates per Subscriber, setup charges, message charges and associated conditions are as listed in Appendix B. Any preexisting Reseller related Subscribers, e.g., executives, demos, etc., are not to be subject to the setup fee provisions of Appendix B, however each one of these Subscribers will be assigned to a Package or Service, subject to the appropriate charges, upon execution of this Agreement. A Correct Invoice is an invoice that, when reviewed with the report described in paragraph 8, includes sufficient information or detail as maybe reasonably requested by Reseller to reconcile invoice amounts and contains no additional Terms and Conditions located on the reverse of such invoice which supersede those in the signed agreement. No term or condition of any such invoice shall be binding upon Customer unless the invoice term or condition has been previously agreed to by both parties. If the Reseller fails to make payment as due hereunder, and said payment is not actually received by III within ten (10) days of a written notice mailed to Reseller by III informing Reseller that the payment has not been made as agreed, III's further performance under this agreement shall be excused and the Reseller's liability for damages shall continue. If any dispute exists with respect to an amount invoiced by III, this Agreement shall not be terminated. Reseller shall pay the amount not in dispute to III and provide III with a written memorandum specifying the disputed portion of the invoiced amount and the basis for such dispute. Reseller and III agree to use their best efforts to discuss in good faith and promptly resolve any such disputes. Any refund or credit due to Reseller will be applied to Reseller's account.
Clause type: whereas
the Initial Note A-1 Holder and the Initial Note A-2 Holder desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall hold Note A-1 and Note A-2, respectively;
Clause type: termination
1. Either of the parties hereto may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall be not less than ninety (90) days after the date of giving of such notice. In the event such notice is given by the Fund, it shall be accompanied by a copy of a resolution of the board of the Fund, certified by the Secretary or any Assistant Secretary, electing to terminate this Agreement and designating a successor custodian or custodians, each of which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits. In the event such notice is given by Custodian, the Fund shall, on or before the termination date, deliver to Custodian a copy of a resolution of the board of the Fund, certified by the Secretary or any Assistant Secretary, designating a successor custodian or custodians. In the absence of such designation by the Fund, Custodian may designate a successor custodian which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits. Upon the date set forth in such notice this Agreement shall terminate, and Custodian shall upon receipt of a notice of acceptance by the successor custodian on that date deliver directly to the successor custodian all Securities and money then owned by the Fund and held by it as Custodian, after deducting all fees, expenses and other amounts for the payment or reimbursement of which it shall then be entitled.
Clause type: notices
12.1 Any notice required or permitted by this Agreement shall be in writing, sent by registered or certified mail, return receipt requested, or by overnight courier, addressed to the Board and the Company at its then principal office, or to the Consultant at the address set forth in the preamble, as the case may be, or to such other address or addresses as any party hereto may from time to time specify in writing for the purpose in a notice given to the other parties in compliance with this Section 12. Notices shall be deemed given when delivered.
Clause type: interest
 Deswik may charge the Customer Interest on any monies owing under this Agreement which are not paid within the period specified in this Agreement.
Clause type: insurance
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, trustees, general partners, managing members, officers, employees, agents or fiduciaries of the Company or any other Enterprise, Indemnitee shall be covered by such policy or policies to the same extent as the most favorably-insured persons under such policy or policies in a comparable position.
Clause type: base-salary
 Commencing on the Effective Date, the Company shall pay Executive an annual base salary (the “Base Salary”) at the annual rate of $210,000, payable in equal monthly installments or otherwise in accordance with the payroll and personnel practices of the Company from time to time. Executive’s Base Salary shall not be reduced during the Employment Term.
Clause type: confidentiality
The Purchaser agrees that it will not disclose, and will not include in any public announcement, the name of the Company, unless expressly agreed to by the Company or unless and until such disclosure is required by law or applicable regulation, and then only to the extent of such requirement.
Clause type: governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.
Clause type: counterparts
This Agreement may be signed in counterparts and each of such counterparts will constitute an original document and such counterparts, taken together, will constitute one and the same instrument.
Clause type: payment
 Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York, New York 10004, or at such other place as shall be agreed upon by the Representatives and the Partnership, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Partnership (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Partnership, on each Date of Delivery as specified in the notice from the Representatives to the Partnership.
Clause type: capitalization
 2.02(a). The authorized capital stock and the issued and outstanding shares of Faceprint is as set forth on Exhibit 2.02(a). All of the issued and outstanding shares of Faceprint are duly authorized, validly issued, fully paid and nonassessable.
Clause type: capitalization
 As of the date of this Agreement the capitalization of the Company is as follows:
Clause type: entire
Agreement. This Agreement with Exhibits and Schedules and the other Loan Documents embody the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof.
Clause type: investment-company-act
 No Company is an “investment company” or a company “controlled” by an “investment company,” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.
Clause type: miscellaneous
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by Employee and Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of Pennsylvania relating to contracts made and to be performed entirely therein.
Clause type: conversion_of_shares
 At the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company or the holders of the Company Common Stock:
Clause type: taxes
 (a) All payments made by the Company under this Agreement, if any (including, for purposes of this provision, to any relevant extent, the difference between the initial public offering price of the Units and the purchase price), will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature, and all interest, penalties and similar liabilities with respect thereto, imposed or levied by or on behalf of the British Virgin Islands or any political subdivision or any taxing authority thereof or therein unless the Company is or becomes required by law to withhold or deduct such taxes, duties, assessments or other governmental charges, and all interest, penalties and similar liabilities with respect thereto. In such event, the Company will pay such additional amounts as will result, after such withholding or deduction, in the receipt by each Underwriter and each person controlling any Underwriter, as the case may be, of the amounts that would otherwise have been receivable in respect thereof, except to the extent such taxes, duties, assessments or other governmental charges, and all interest, penalties and similar liabilities with respect thereto, if any, are imposed or levied by reason of such Underwriter’s or controlling person’s being connected with the British Virgin Islands other than by reason of its being an Underwriter or a person controlling any Underwriter under this Agreement.
Clause type: investment-company-act
 None of the Loan Parties or any of their respective Subsidiaries is an “investment company” as that term is defined in the Investment Company Act of 1940, as amended.
Clause type: base-salary
 Employee shall be compensated at an annual base salary of Five Hundred Thousand and 00/100 Dollars ($500,000) (the “Base Salary”) while Employee is employed by Employer under this Agreement, subject to such annual increases that Employer may, in its sole discretion, determine to be appropriate. Such Base Salary shall be paid in accordance with Employer’s standard policies and shall be subject to applicable tax withholding requirements.