bhaskrr/legal-clauses huggingface dataset:
Clause type: compensation
 In consideration of the consulting services set forth in paragraph 2 (a), and subject to the terms and conditions set forth herein the Company hereby agrees to issue to Consultant 100,000 shares of the Company's Common stock (the "Shares") and register such shares at the time of initial issuance, or immediately thereafter, on Form S-8 under the Securities Act of 1933.
Clause type: insurance
Borrower shall obtain and maintain, or cause to be maintained, in full force and effect at all times insurance with respect to Borrower and the Property as required pursuant to the Loan Agreement.
Clause type: loans
 If the Member makes any loans to the Company or advances any money on the Company’s behalf, the amount of any such loan or advance shall not be deemed an increase in, or contribution to, the capital contribution of the Member. If the Company makes any loans to the Member or advances any money on the Member’s behalf, the amount of any such loan or advance shall not be deemed a decrease in the capital contribution of the Member or a distribution of the Member. Notwithstanding the foregoing, this Section 3.02 shall not limit the ability of the Member to make a capital contribution, or the Company to make a distribution, by means of the forgiveness of a previously incurred loan or advance.
Clause type: compensation
 As compensation for the services performed and the expenses assumed by Distributor under this Agreement including, but not limited to, any fees paid to others for sales of Shares, Distributor shall be entitled to the fees and expenses set forth in Exhibit B hereto (as amended from time to time), which are payable promptly after the last day of each month. The Funds shall not be responsible for compensating the Distributor for any fees or expenses under this Agreement.
Clause type: whereas
the Seller is willing to sell such portfolio of motor vehicle receivables and related property to the Issuer; and
Clause type: confidentiality
The Subadviser agrees that it shall exercise the same standard of care that it uses to protect its own confidential and proprietary information, but no less than reasonable care, to protect the confidentiality of the Portfolio Information. As used herein “
Clause type: loans
 Coast will make loans to Borrower (the "Loans"), in amounts and in percentages to be determined by Coast in its good faith discretion, up to the Credit Limit, provided no Default or Event of Default has occurred and is continuing. In addition, Coast may create reserves against or reduce its advance rates based upon Eligible Receivables or Eligible Inventory without declaring a Default or an Event of Default if it determines that there has occurred a Material Adverse Effect.
Clause type: counterparts
This Agreement may be executed by facsimile signature and in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Clause type: representations
and Warranties. The representations and warranties of Concept X set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated by this Agreement, and Concept X shall complete all government and legal process to transfer 100% of the ownerships from the Shareholder to GMEC.
Clause type: capitalization
 Parent has an authorized capitalization of 10,000 shares of Preferred Stock, par value $1.00 per share, of which no shares are issued and outstanding, and no shares are held in treasury, and 50,000,000 shares of common stock, par value $.001 per share, of which 599,893 shares are issued and outstanding, and no shares are held in treasury. All of the Parent Common Stock to be issued pursuant to this Agreement will, when so delivered, be duly and validly issued and fully paid and nonassessable. Except as disclosed in the draft Registration Statement (as hereinafter defined), and except as described on Exhibit 3.4, there are no options, warrants or similar rights granted by Parent or any other agreements to which Parent is a party providing for the issuance or sale by it of any additional securities. There is no liability for dividends declared or accumulated but unpaid with respect to any shares of Parent Common Stock. Parent has not paid any dividends to any holder of Parent Common Stock or participated in or effected any issuance, exchange or retirement of Parent Common Stock, or otherwise changed the equity interests of holders of Parent Common Stock, in contemplation of effecting the transaction contemplated by this Agreement within the two years immediately preceding the Closing Date.
Clause type: investment-company-act
 The Borrower is not required to register as an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.
Clause type: representations
and Warranties. Executive hereby represents and warrants to the Company that Executive is not a party to, or otherwise subject to, any covenant not to compete with any person or entity, and Executive’s execution of this Agreement and performance of his obligations hereunder will not violate the terms or conditions of any contract or obligation, written or oral, between Executive and any other person or entity.
Clause type: investment-company-act
 No Credit Party is required to be registered, or will be required to be registered after giving effect to the Transactions and the transactions contemplated under the Credit Documents, as an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940. SECTION 7.08 Full Disclosure. (a) In connection with the execution of this Agreement and the Transactions, Credit Parties have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which any Credit Party or any of its Subsidiaries is subject, and all other matters known to them, that, individually or in the aggregate, could reasonably be expected to have Material Adverse Effect. None of the factual written information and data (taken as a whole) at any time furnished by any Credit Party, any of their respective Subsidiaries or any of their respective authorized representatives in writing to the Administrative Agent or any Lender (including all information contained in the representations and warranties, reports, exhibits or otherwise in the Credit Documents but excluding the Budget, any pro forma financial information or projections, which are subject to the requirements of clause (b) below) for purposes of or in connection with this Agreement or any of the Transactions contains any untrue statement of a material fact or omits to state any material fact necessary to make such information and data (taken as a whole) not materially misleading, in each case, at the time such information was provided in light of the circumstances under which such information or data was furnished. (b) The Budget, pro forma financial information, Liquidity calculations and projections provided pursuant to this Agreement were prepared in good faith based upon assumptions believed by the Credit Parties to be reasonable at the time made in light of then current market conditions, it being recognized by the Administrative Agent and the Lenders that such projections as to future events are not to be viewed as facts, are subject to uncertainties and contingencies, and that actual results during the period or periods covered by any such projections are not guaranties of financial performance and may differ from the projected results and such differences may be material. SECTION 7.09 Financial Condition; No Material Adverse Effect. (a) The Historical Financial Statements present fairly in all material ...
Clause type: assignment
This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties.
Clause type: termination
The Executive’s employment hereunder shall be terminated upon the Executive’s death and may be terminated as follows:
Clause type: whereas
the Seller has conveyed the Mortgage Loans on a servicing-retained basis to Structured Asset Securities Corporation (the “Depositor”), which in turn has conveyed the Mortgage Loans to the Trustee under a trust agreement dated as of April 1, 2005 (the “Trust Agreement”), among the Trustee, the Depositor, the Master Servicer and The Murrayhill Company, as credit risk manager (the “Credit Risk Manager”);
Clause type: indemnification
The Investor and the Company represent to the other the following with respect to itself:
Clause type: dividends
 The Borrower will not, as determined on an aggregate annual basis, pay any partnership distributions in excess of the greater of (i) 95% of its consolidated FFO for such year, and (ii) an amount which results in distributions to the General Partner (excluding therefrom any preferred partnership distributions to the extent the same have been deducted from consolidated FFO for such year) in an amount sufficient to permit the General Partner to pay dividends to its shareholders which it reasonably believes are necessary for it to (A) maintain its qualification as a real estate investment trust for federal and state income tax purposes, and (B) avoid the payment of federal or state income or excise tax. During the continuance of an Event of Default under Section 6.1(a), the Borrower shall make only those partnership distributions necessary to make distributions to the General Partner to pay dividends to its shareholders which it reasonably believes are necessary to maintain its status as a real estate investment trust for federal and state income tax purposes.
Clause type: assignment
Neither this Agreement nor any rights hereunder may be assigned by any party to any other person other than by the Purchaser, without the prior consent of the Company, to one or more persons agreeing to be bound by the terms hereof. Upon such assignment by a Purchaser, the assignee(s) shall become Purchaser hereunder and have the rights and obligations provided for herein to the extent of such assignment.
Clause type: compensation
 For the services provided and the expenses assumed under this Agreement, Adviser will pay Sub-Adviser, and Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee computed and paid as set forth in Exhibit 2 - Fee Schedule.
Clause type: severability
The parties agree that each of the provisions included in this Agreement is separate, distinct and severable from the other provisions of this Agreement and that the invalidity or unenforceability of any Agreement provision shall not affect the validity or enforceability of any other provision of this Agreement. Further, if any provision of this Agreement is ruled invalid or unenforceable by a court of competent jurisdiction because of a conflict between the provision and any applicable law or public policy, the provision shall be redrawn to make the provision consistent with and valid and enforceable under the law or public policy.
Clause type: ownership_of_shares
 On the date hereof, each Shareholder is the record owner of the Existing Shares as set forth opposite each such Shareholder's name on the signature page hereto and, on the date hereof, such Existing Shares constitute all of the shares of Company Common Stock owned of record and beneficially by each such Shareholder other than, with respect to Mr. and Mrs. Dunaway, the 4,971 and 1,763 shares of Company Common Stock beneficially owned by each of them, respectively, that are allocated to each of them under the Company's Employee Stock Ownership Plan. Each Shareholder has sole voting power, sole power of disposition and sole power to agree to all of the matters set forth in this Agreement with respect to all of the Existing Shares, with no limitations, qualifications or restrictions on such rights, and the Existing Shares are the only shares of Company Common Stock over which any of the Shareholders has such powers or otherwise are owned of record or beneficially by any of the Shareholders as of the date hereof.
Clause type: base-salary
 During the Term, the Company shall pay the ----------- Executive a base salary ("Base Salary"), payable in equal installments in accordance with the Company's normal practice for paying base salaries to its executive employees. The Base Salary shall initially be payable at the rate of $156,000 per annum, and shall be subject to annual review by the Company for discretionary annual increases.
Clause type: payment
 Buyer shall deliver to an account designated in writing by Seller by wire transfer of same day funds the Base Purchase Price, less the Deposit, and plus or minus any other adjustments thereto contemplated in Section 3.3 above or otherwise in this Agreement.
Clause type: taxes
 Manager will pay or reimburse Sprint Spectrum for any sales, use, gross receipts or similar tax, administrative fee, telecommunications fee or surcharge for taxes or fees that a governmental authority levies on the fees and charges that Manager pays to Sprint Spectrum or a Related Party.
Clause type: ownership_of_shares
 Neither Parent nor Merger Sub, nor any of their Affiliates, owns any Shares, beneficially, of record or otherwise, as of the date hereof or at any time prior to the time that is immediately prior to the Expiration Date.
Clause type: representations
and Warranties. Borrower hereby represents and warrants to Bank as follows:
Clause type: headings
The headings of the various sections and paragraphs have been included herein for convenience only and shall not be considered in interpreting this Agreement.
Clause type: headings
All article and section headings and captions contained in this Agreement are for reference only and shall not be considered in construing this Agreement.
Clause type: loans
 (a) Each Lender severally but not jointly agrees, on the terms and conditions set forth herein, from and including the date hereof through and including the Commitment Termination Date to make Loans to the Borrower from time to time in an amount not to exceed its Commitment less the principal amount of any outstanding Loans; provided, however, that (i) the minimum amount of any Borrowing shall be $500,000 (or such lesser amount as shall equal the available portion of the Commitment) or such greater amount which is a multiple of $100,000 and (ii) the aggregate outstanding principal amount of all Loans and L/C Exposure shall not at any time exceed the Maximum Loan Amount.
Clause type: headings
Headings and subheadings in this Executive Plan are inserted for reference and convenience only and shall not be deemed a part of this Executive Plan.
Clause type: dividends
 The Borrower will procure that any dividends or other distributions and interest paid or payable in connection with such dividends or other distributions will be received promptly by the Guarantor directly or indirectly from the Borrower’s shareholder (if such shareholder is not the Guarantor) by way of dividend.
Clause type: now
THEREFORE in consideration of their mutual promises, the Company, the Fund, the Distributor and the Adviser agree as follows:
Clause type: severability
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
Clause type: compensation
 For the services provided and the expenses assumed ------------ pursuant to this Agreement, the Trust will pay the Investment Adviser, and the Investment Adviser will accept as full compensation therefor, fees, computed daily and payable monthly, an amount equal to the rate of 0.15% of the Trust's average daily net assets.
Clause type: indemnification
With respect to Registrable Securities which are included in a Registration Statement under this Agreement:
Clause type: payment
 4.1. An original and detailed tax invoice must be submitted after the Fund has acknowledged receipt of the services rendered or goods received in writing.
Clause type: ownership_of_shares
 Except as set forth on Section 4.7 of the disclosure schedule delivered by Parent to the Company prior to or contemporaneously with the execution of this Agreement, neither Parent nor any of its subsidiaries owns (directly or indirectly, beneficially or of record) any Shares, and neither Parent nor any of its subsidiaries holds any rights to acquire or vote any Shares, except pursuant to this Agreement.
Clause type: definitions
Except as otherwise provided herein, the capitalized terms set forth below (in their singular and plural forms as applicable) shall have the following meanings:
Clause type: loans
 (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
Clause type: whereas
Section 2.01(e) of the Pooling and Servicing Agreement provides for the parties hereto to enter into this Supplemental Transfer Agreement in accordance with the terms and conditions of the Pooling and Servicing Agreement;
Clause type: miscellaneous
All accounts opened by the Fund or its authorized agents at the Custodian subsequent to the date hereof shall be governed by this Funds Transfer Schedule. All terms used in this Funds Transfer Services Schedule shall have the meaning set forth in Article 4A of the Uniform Commercial Code as currently in effect in the State of New York (UCC 4A) unless otherwise set forth herein. The terms and conditions of this Funds Transfer Services Schedule are in addition to, and do not modify or otherwise affect, the terms and conditions of the Agreement and any other agreement or arrangement between the parties hereto.
Clause type: investment-company-act
 The Borrower is not 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 of 1940, as amended, nor is the Borrower otherwise subject to regulation thereunder. The Borrower is not subject to regulation under any Federal or state statute or regulation which limits its ability to incur Indebtedness.
Clause type: payment
 Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by surrendering it at the office of the Warrant Agent or at the office of its successor as Warrant Agent, together with (i) an election to purchase form, duly executed, electing to exercise such Warrant; and (ii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:
Clause type: financing
 At the Effective Time, Parent and Merger Sub will have available to them all funds necessary to consummate the Merger and to pay all cash amounts required to be paid in connection with the Merger.
Clause type: payment
 Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Sidley Austin LLP, or at such other place as shall be agreed upon by the Representatives and the Selling Shareholder, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City 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 Selling Shareholder (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 Selling Shareholder, on each Date of Delivery as specified in the notice from the Representatives to the Company and the Selling Shareholder. Payment shall be made to the Selling Shareholder by wire transfer of immediately available funds to a bank account designated by the Selling Shareholder against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.
Clause type: compensation
 The Executive’s cash compensation (inclusive of the statutory welfare reserves that the Company is required to set aside for the Executive under applicable law) shall be provided by the Company in a separate schedule A attached herein (“Schedule A”) or as specified in a separate agreement between the executive and the company’s designated subsidiary or affiliated entity, subject to annual review and adjustment by the Company or the compensation committee of the Board. The cash compensation may be paid by the Company, a subsidiary or affiliated entity or a combination thereof, as designated by the Company from time to time.
Clause type: entire
Agreement. This Agreement constitutes the entire understanding between the parties with respect to the transaction contemplated herein, and all prior or contemporaneous oral agreements, understandings, representations and statements, and all prior written agreements, understandings, letters of intent and proposals are merged into this Agreement. Neither this Agreement nor any provisions hereof may be waived, modified, amended, discharged or terminated except by an instrument in writing signed by the party against which the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument.
Clause type: headings
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.