bhaskrr/legal-clauses huggingface dataset:
Clause type: financing
 As of the Cutoff Date, approximately 48.23% of the aggregate Principal Balance of the Receivables represent new vehicles; the remainder of the Receivables represent used vehicles; and 100% of the aggregate Principal Balance of the Receivables represent Simple Interest Receivables. As of the Cutoff Date, approximately 48.71% of the aggregate Principal Balance of the Receivables represent Prime Receivables, approximately 48.76% of the aggregate Principal Balance of the Receivables represent Non-Prime Receivables and approximately 2.53% of the aggregate Principal Balance of the Receivables represent Sub-Prime Receivables. As of the Cutoff Date, the aggregate Principal Balance of the Receivables is $350,000,000.08.
Clause type: compensation
 The Company shall pay the Employee, and the Employee hereby agrees to accept, as compensation for all services to be rendered to the Company and for the Employee’s intellectual property covenants and assignments and covenant not to compete, as provided in Sections 6 and 7 hereof, the compensation set forth in this Section 4.
Clause type: payment
 The Company, for value received, promises to pay to [●], the principal sum of [●] MILLION DOLLARS (U.S.) ($[●]), plus accrued but unpaid interest on June 30, 2030 (the “Stated Maturity Date”), unless redeemed prior to such date, and to pay interest thereon (i) from, and including, June 29, 2020, to, but excluding, June 30, 2025, unless redeemed prior to such date, at a rate of 7.00% per annum, semi-annually in arrears on June 30 and December 30 of each year, commencing December 30, 2020 (each such date, a “Fixed Rate Interest Payment Date,” with the period from, and including, June 29, 2020 to, but excluding, the first Fixed Rate Interest Payment Date and each successive period from, and including, a Fixed Rate Interest Payment Date to, but excluding, the next Fixed Rate Interest Payment Date being a “Fixed Rate Period”), and (ii) from, and including, June 30, 2025 to, but excluding, the Stated Maturity Date, unless redeemed prior to the Stated Maturity Date, at a rate equal to Three-Month Term SOFR, reset quarterly, plus 688 basis points, or such other rate as determined pursuant to the Indenture, payable quarterly in arrears on March 30, June 30, September 30, and December 30, of each year through the Stated Maturity Date or earlier Redemption Date (each, a “Floating Rate Interest Payment Date” and, together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates,” with the period from, and including, June 30, 2025 to, but excluding, the first Floating Rate Interest Payment Date and each successive period from, and including a Floating Rate Interest Payment Date to, but excluding, the next Floating Rate Interest Payment Date being a “Floating Rate Period”). The amount of interest payable on any Fixed Rate Interest Payment Date during the Fixed Rate Period will be computed on the basis of a 360-day year consisting of twelve 30-day months up to, but excluding June 30, 2025, and, the amount of interest payable on any Floating Rate Interest Payment Date during the Floating Rate Period will be computed on the basis of a 360-day year and the number of days actually elapsed. In the event The Company will pay interest on this Subordinated Note to the Person who is the registered Holder at the close of business on the fifteenth day (whether or not a Business Day) prior to the applicable Interest Payment Date, except as provided in Section 2.10 of the Indenture with respect to Defaulted Interest. This Subordinated Note will be payable as to princip...
Clause type: assignment
The Receivables and the other Transferred Assets have been validly assigned by the Seller to the Issuer.
Clause type: indemnification
Contractor agrees to indemnify, defend, and hold County, its employees, officers, and agents, harmless from any and all liabilities including, but not limited to, litigation costs and attorney’s fees arising from any and all claims and losses to anyone who may be injured or damaged by reason of Contractor’s negligence, recklessness or willful misconduct in the performance of this Contract.
Clause type: compensation
 You will be compensated by the Company for your services as follows:
Clause type: loans
 If the Company does not have sufficient cash to pay its obligations, any Member(s) that may agree to do so with the consent of the Management Committee may advance all or part of the needed funds to or on behalf of the Company. An advance described in this Section 4.04 constitutes a loan from the Member to the Company, bears interest at a rate determined by the Management Committee from the date of the advance until the date of payment, and is not a Capital Contribution.
Clause type: grant_of_option
 The Company hereby grants to you, effective as of the Grant Date, an Option to purchase all or any part of the aggregate number of shares of Stock communicated to you and set forth in the Company’s records, on the terms and conditions contained in such communication, this Agreement and the Plan. The Option is not intended to be an incentive stock option within the meaning of Section 422 of the Code.
Clause type: investment_company
 None of the Plains Entities is now, and after sale of the Notes to be sold by the Issuers hereunder and application of the net proceeds from such sale as described in the Pricing Disclosure Package and the Prospectus under the caption “Use of Proceeds,” none of the Plains Entities will be, (i) an “investment company” or a company “controlled by” an “investment company,” each within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”), (ii) a “gas utility,” within the meaning of Tex. Util. Code § 121.001 or (iii) a “public utility” or “utility” within the meaning of the Public Utility Regulatory Act of Texas or under similar laws of any state in which any such Plains Entity does business; other than in respect of any Plains Entity that is under the jurisdiction of the California Public Utility Commission.
Clause type: investment_company
 The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only as provided for in the Trust Agreement and disclosed in the Prospectus. The Company will otherwise conduct its business in a manner so that it will not become subject to the Investment Company Act. Furthermore, once the Company consummates a Business Combination, it shall be engaged in a business other than that of investing, reinvesting, owning, holding or trading securities.
Clause type: assignment
This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. The Company may assign this Agreement to any affiliated entity. Executive’s rights and obligations under this Agreement are personal, and they shall not be assigned or transferred without the Company’s prior written consent otherwise than by will or the laws of descent and distribution. The Company will require any successor (direct or indirect and whether by purchase, merger, consolidation, share exchange or otherwise) to substantially all of the business, properties and assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would have been required to perform it had no succession taken place. 4.8 Other Agreements/Entire Agreement. This Agreement shall supersede any and all existing oral or written agreements, representations or warranties between Executive and the Company or any of its Affiliates relating to the terms of Executive’s termination by the Company or any of its Affiliates. This Agreement (including Exhibit “A” attached hereto, which is incorporated herein by reference and made an integral part of this Agreement) constitutes the entire agreement of the parties with respect to the subject matters of this Agreement. Any modification of this Agreement (including without limitation to Exhibit “A”) will be effective only if it is in writing and signed by each party. Executive is also a party to that certain Indemnification Agreement, dated October 26, 2015, between Executive and the Company (the “Indemnification Agreement”). Nothing in this Agreement is intended to alter or amend the terms or effect of the Indemnification Agreement, which shall remain in effect in accordance with its terms, notwithstanding the execution or termination of this Agreement. 4.9
Clause type: base-salary
 Executive’s annual base salary (“Base Salary”) will continue to be $284,000, less payroll deductions and all required withholdings, payable in accordance with the Company’s normal payroll practices. The Board or a committee of the Board shall review Executive’s Base Salary periodically and any adjustments to Executive’s Base Salary, if any, will be made solely at the discretion of the Board or a committee of the Board.
Clause type: payment
 On death claims, OPTIMUM RE will pay its share in a lump sum to THE COMPANY without regard to the form of claim settlement. OPTIMUM RE is not responsible for usual claim expenses that THE COMPANY incurs in claim settlement such as compensation of employees and routine investigative expenses.
Clause type: whereas
the Boards of Directors of Parent, Purchaser and the Company have each determined that it is in the best interests of their respective stockholders for Parent to acquire the Company upon the terms and subject to the conditions set forth herein;
Clause type: investments
 (a) received in connection with the bankruptcy, workout, recapitalization or reorganization of, or in settlement of delinquent obligations of, or other disputes with, the issuer of such Investment or an Affiliate thereof,
Clause type: esop
 The ESOP Plan is an employee stock ownership plan within the meaning of section 4975(e)(7) of the Code and is qualified under section 401(a) of the Code. The ESOP Trust has been duly constituted in accordance with a valid and binding trust instrument, is validly existing, is qualified under section 401(a) of the Code and is tax-exempt under section 501(a) of the Code. A determination letter to the effect that the ESOP Plan meets the requirements for qualification under sections 401(a) and 4975(e)(7) of the Code and that the ESOP Trust meets the requirements for tax exemption under section 501(a) of the Code has been received from the IRS. Prior to the date hereof, the Guarantor and the ESOP have done or caused to be done all things necessary in order that in both form and operation the ESOP Plan meets the requirements for qualification under sections 401(a) and 4975(e)(7) of the Code and that the ESOP Trust meets the requirements for tax exemption under section 501(a) of the Code. The ESOP has the requisite power and authority to own its properties and assets. The execution, delivery and performance of the Note Agreement, the other Note Documents, the ESOP Documents and issuance and sale of the Notes by the parties thereto will not constitute a violation of, or give rise to any liability under, Title I of ERISA or section 4975 of the Code, due to the exemption applicable under section 4975(d)(3) of the Code.
Clause type: investment-company-act
 The Company is not an “investment company” as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).
Clause type: dividends
 After the date of this Agreement and to the extent permitted under the NYCB Charter and Flagstar Charter, respectively, each of NYCB and Flagstar shall coordinate with the other the declaration of any dividends in respect of the NYCB Common Stock and Flagstar Common Stock and the record dates and payment dates relating thereto, it being the intention of the parties hereto that holders of Flagstar Common Stock shall not receive two dividends, or fail to receive one dividend, in any quarter with respect to their shares of Flagstar Common Stock and any shares of the NYCB Common Stock any such holder receives in exchange therefor in the Merger. In furtherance of the foregoing, (a) starting with the fourth quarter of 2021, the Board of Directors of Flagstar shall cause its regular quarterly dividend record dates and payments dates for Flagstar Common Stock to be delayed so as to be similar to the regular quarterly dividend record dates and payments dates for NYCB Common Stock and (b) the Board of Directors of NYCB shall continue to pay dividends on the NYCB Common Stock on substantially the same record and payment date schedules as have been utilized in the past.
Clause type: interest
 The Borrower shall pay to DOE an amount (the “Borrower Reimbursement Obligations”) equal to the sum of (i) the DOE Guarantee Payment Amount, and (ii) interest on DOE Guarantee Payment Amount from the date the DOE Guarantee Payment was paid or incurred by DOE under the DOE Guarantee until payment in full by the Borrower to DOE of the DOE Guarantee Payment Amount, at a rate of interest equal to the rate of interest in effect under the FFB Note Purchase Agreement with respect to Overdue Amounts at the time of the payment default by the Borrower.
Clause type: investments
 Within fifty-two (52) days of the end of each Fiscal Quarter and one hundred (100) days of the end of each Fiscal Year, (a) a list of the Limited Partnership Investments of the Borrower and its Subsidiaries and the Borrower's best estimates of capital account changes and performance as to each of such Limited Partnership Investments (based on information provided by the managers of such partnerships) and (b) an updated calculation of the aggregate Limited Partnership Investments' standard deviation of monthly rates of return and a comparison of such standard deviation to that of the S&P 500 and the Salomon Bond Index (or their equivalents);
Clause type: governing
Law. This Amendment shall be governed by and construed and enforced in accordance with the internal laws of the State of Illinois, without regard to conflict of law principles that would require the application of any other laws.
Clause type: termination
This Agreement shall terminate as of the close of business on the Expiration Date, or such earlier date upon which all Warrants shall have been exercised or redeemed, except that the Warrant Agent shall account to the Company as to all Warrants outstanding and all cash held by it as of the close of business on the Expiration Date.
Clause type: payment
 Payments of selling commissions and any other fees due to the Dealer pursuant to this Agreement will be made by the Dealer Manager to the Dealer. Selling commissions and such other fees due to the Dealer pursuant to this Agreement will be paid to the Dealer within 30 days after receipt by the Dealer Manager. The Dealer, in its sole discretion, may authorize Dealer Manager to deposit selling commissions and any other fees or payments due to it pursuant to this Agreement directly to its bank account. If the Dealer so elects, the Dealer shall provide such deposit authorization and instructions in Schedule 2 to this Agreement.
Clause type: severability
If any provision of this Lease or the application thereof to any person, entity or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such provision to persons, entities or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each other provision of this Lease shall be valid and be enforceable to the full extent permitted by law.
Clause type: compensation
 The "Compensation" of a Participant shall mean all of a Participant's:
Clause type: ownership_of_shares
 As of the date hereof, the Stockholder (i) is the beneficial owner of the shares of Company Common Stock indicated on the signature page of this Agreement, all of which are free and clear of any Liens (other than Permitted Liens). As of the date hereof, the Stockholder does not own, beneficially or otherwise, any securities of the Company other than as indicated on the signature page of this Agreement.
Clause type: interest
 Interest on Advances shall be payable in arrears on the first day of each month with respect to Domestic Rate Loans and at the end of each Interest Period with respect to LIBOR Rate Loans. Interest charges shall be computed on the actual principal amount of Advances outstanding during the month preceding the payment date in the case of Domestic Rate Loans and during the Interest Period in the case of LIBOR Rate Loans at a rate per annum equal to the applicable Revolving Interest Rate. Whenever, subsequent to the date of this Agreement, the Alternate Base Rate is increased or decreased, the applicable Revolving Interest Rate for Domestic Rate Loans shall be similarly changed without notice or demand of any kind by an amount equal to the amount of such change in the Alternate Base Rate during the time such change or changes remain in effect. The LIBOR Rate shall be adjusted with respect to LIBOR Rate Loans without notice or demand of any kind on the effective date of any change in the Reserve Percentage as of such effective date. Upon the occurrence of a Specified Event of Default, or at the option of the Agent or direction of the Required Lenders upon the occurrence of any Event of Default, and during the continuation thereof, the Obligations shall bear interest at the applicable Revolving Interest Rate plus two (2%) percent per annum (the “Default Rate”). Agent shall notify Borrowers of any accrual of interest at the Default Rate, provided, that, any failure to notify shall not impact or affect any of Agent’s rights and remedies hereunder.
Clause type: confidentiality
If the Parties have elected on the Cover Sheet to make this Section applicable, neither Party will disclose the terms or conditions of a Transaction or this Agreement to a third party (other than the Party’s employees, Guarantor, lenders, counsel, accountants, agents or advisors who have to know such information and have agreed to keep such terms confidential) except: (a) in order to comply with any applicable law or regulation, or request of any regulatory agency having colorable jurisdiction over the Party and requesting the confidential information in the ordinary course of business,(b) rule or requirement of any exchange, Certification Authority, Administrator or Governmental Authority administering an RPS; (c) in connection with any court or regulatory proceeding; (d) Transaction information delivered to a Verification Provider as specified in a Product Order; and (e) to the extent such information is delivered to a third party for the sole purpose of calculating a published index or other published price source; provided, however, each Party will, to the extent practicable, use reasonable efforts to prevent or limit the disclosure. The Parties are entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation.
Clause type: investment-company-act
 None of the Borrowers nor any of their Subsidiaries is an "investment company" within the meaning of the United States Investment Company Act of 1940, as amended.
Clause type: assignment
Except as expressly contemplated hereby, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any Party hereto (whether by operation of Law or otherwise) without the prior written consent of the other Party. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by the Parties and their respective successors and assigns.
Clause type: assignment
Neither this Agreement nor any interest hereunder shall be assignable by either Party without the prior written consent of the other Party; provided, that either Party may assign this Agreement and all of its rights and obligations hereunder, without such consent, to an entity which acquires all or substantially all of the business or assets of such Party (or the business or assets to which this Agreement pertains) whether by merger, consolidation, reorganization, acquisition, sale, license or otherwise; and Merrimack may assign this Agreement and all of its rights and obligations hereunder, without such consent, to an Affiliate if Merrimack remains liable and responsible for the performance and observance of all of the Affiliate’s duties and obligations hereunder, and provided that such Affiliate is not a Contract Manufacturing Organization. This Agreement shall be binding upon the successors and permitted assigns of the Parties and the name of a Party appearing herein shall be deemed to include the names of such Party’s successors and permitted assigns to the extent necessary to carry out the intent of this Agreement. Any assignment not in accordance with this Section 9.1 shall be null and void.
Clause type: investments
 All moneys in any of the funds or accounts established with the Trustee pursuant to this Indenture shall be invested by the Trustee solely in Permitted Investments, as directed pursuant to the Request of the Authority filed with the Trustee at least two
Clause type: dividends
 1. Dividends paid by a company which is a resident of a territory to a resident of the other territory may be taxed in that other territory.
Clause type: entire
Agreement. This Agreement, together with the Exhibits and Schedules hereto and the Transaction Documents contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters.
Clause type: whereas
all conditions and requirements necessary to make this Supplemental Indenture a valid, binding and legal instrument have been done, performed and fulfilled and the execution and delivery hereof have been in all respects duly authorized;
Clause type: investments
 Purchase or acquire obligations or stock of, or any other interest in, any Person, except Permitted Investments.
Clause type: base-salary
 While Executive is employed hereunder, the Company will pay Executive a base salary at the gross annualized rate of $330,000.00 (the “Base Salary”), paid in accordance with the Company’s usual payroll practices. The Base Salary will be subject to review annually and may be adjusted upwards in the discretion of the CEO or the Board of Directors. The Company will deduct from each such installment any amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which Executive participates.
Clause type: investments
 The Company covenants that it will not, and will not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except:
Clause type: ownership_of_shares
 The Stockholder is the record and beneficial ------------------- owner of the number of shares of the Common Stock subject to this agreement set forth opposite the Stockholder's name on Schedule I to this agreement, except as set forth on Schedule I, those shares constitute all of the shares of the Common Stock owned of record or beneficially by the Stockholder, and upon tender of those shares to the Company and the purchase of the shares by the Company pursuant to the Offer, the Company shall acquire valid title to those shares, free and clear of any claims, liens, encumbrances, proxies, voting trusts or agreements, understandings or arrangements or any other rights (collectively, "Encumbrances"). Subject to applicable securities laws and the terms of this agreement, the Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in sections 1,2 and 3 of this agreement, sole power of disposition, sole power of conversion, sole power to demand appraisal rights, and sole power to agree to all of the matters set forth in this agreement, in each case with respect to all of the shares in the Company beneficially owned by the Stockholder, with no limitations, qualifications or restrictions on those rights.