bhaskrr/legal-clauses huggingface dataset:
Clause type: confidentiality
Each of the Administrative Agent, each Lender, each Issuing Bank and each Arranger agrees (and each Lender agrees to cause its SPC, if any) to maintain the confidentiality of the Confidential Information (as defined below), except that Confidential Information may be disclosed (a) to its and its Affiliates’ directors, officers, managers, employees, internal consultants independent auditors, or other experts and advisors, including accountants, legal counsel and other advisors (collectively, the “Representatives”) on a “need to know” basis solely in connection with the transactions contemplated hereby and who are informed of the confidential nature of the Confidential Information and are or have been advised of their obligation to keep the Confidential Information of this type confidential in accordance with customary practices for syndicated loans; provided, that such Person shall be responsible for its Affiliates’ and their Representatives’ compliance with this paragraph; provided, further, that unless the Borrower Representative otherwise consents, no such disclosure shall be made by the Administrative Agent, any Issuing Bank, any Arranger, any Lender or any Affiliate or Representative thereof to any Affiliate or Representative of the Administrative Agent, any Issuing Bank, any Arranger, or any Lender that (i) is engaged as a principal primarily in private equity, mezzanine financing or venture capital or that are engaged directly or indirectly in a sale of the Target and its subsidiaries as sell-side representatives or any such affiliates’ Representatives, including those providing advisory services, in each case, other than a limited number of senior employees who are required, in accordance with industry regulations or the Lender’s internal policies and procedures to act in a supervisory capacity and the Lender’s internal legal, compliance, risk management, credit or investment committee members (each, an “Excluded Party”); provided, that, for the avoidance of doubt, neither UBSS, Guggenheim Securities, any of the Financing Sources or Jefferies nor any of their respective Affiliates shall constitute an “Excluded Party”, in each case, solely to the extent that any such disclosure divulged to such Affiliate’s individual deal team members is done so on a “need to know” basis solely in connection with the Transactions and any such Affiliate or individual deal team member is informed of the confidential nature of such information are or have been advised o...
Clause type: investment-company-act
 No Bank is required to register as an “investment company” under the 1940 Act.
Clause type: investments
 The Account Holder hereby requests that the Bank invest amounts on deposit in the deposit account as instructed from time to time by the Managing Member or its designee in accordance with investment guidelines, which will be agreed in writing by the Preferred Equity Member and the Managing Member with the consent of the Secured Party, as such guidelines may be amended from time to time. The Bank shall not be responsible or liable for any loss resulting from the investment performance of an investment or reinvestment of funds on deposit in the Preferred Equity Account and shall not be responsible for giving any investment advice.
Clause type: base-salary
 During the term of Executive’s employment, Executive shall receive an annual base salary (the “Annual Base Salary”), which shall be paid in accordance with the customary payroll practices of the Company, at least equal to the base salary set forth on the Executive Data Sheet annexed hereto as Exhibit A. Commencing on November 1, 2005 (the “First Date”), and on each subsequent anniversary date of the First Date as long as Executive remains an employee of the Company (the First Date and each subsequent anniversary of the First Date being herein referred to as an “Adjustment Date”), the Annual Base Salary of Executive in effect on the day preceding the Adjustment Date shall be increased by (A) the percentage equal to the percentage increase, if any, in the Consumer Price Index for all Urban Consumers for the New York-Northeastern New Jersey Metropolitan Area (or any successor Consumer Price Index) based on data published by the Bureau of Labor Statistics of the United States Department of Labor for the 12-month period ended on the September 30th immediately preceding the Adjustment Date over such Consumer Price Index for September 30, in the year preceding the Adjustment Date, and (B) such additional amount as the Board of Directors of the Company (the “Board”) in its discretion may determine to be appropriate. The result of such increase or increases to the then current Annual Base Salary shall constitute Executive’s Annual Base Salary commencing on the Adjustment Date then at hand and continuing until the next Adjustment Date. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to Executive under this Agreement. After an Adjustment Date the term Annual Base Salary as used in this Agreement shall refer to Annual Base Salary as so increased.
Clause type: financing
 (a) From and after the date hereof until the earlier of the Completion and the valid termination of this Agreement pursuant to and in accordance with Article 9, in a timely manner so as not to delay the Completion, the AbbVie Parties shall use their reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable to consummate, no later than the date the Completion is required to occur pursuant to this Agreement, the Financing and obtain the proceeds thereof. The AbbVie Parties shall keep Allergan informed on a reasonably current basis of the status of their efforts to arrange the Financing, including providing Allergan with (i) copies of all executed credit agreements and indentures and any amendments, modifications, replacements or waivers thereto (or notice that such documents have been publicly filed) and (ii) prompt written notice of (A) the receipt of any notice or other communication from any Financing Source with respect to such Financing Source’s failure or anticipated failure to fund its commitments under any definitive agreements relating to the Financing, (B) any material breach or material default by any party to such definitive agreements of which any AbbVie Party obtains knowledge, (C) any actual or, to the knowledge of any AbbVie Party, threatened in writing, withdrawal, repudiation, or termination of any of such definitive agreements, or (D) any material dispute or disagreement between or among any parties to such definitive agreements with respect to the obligations to fund the Financing or the amount of the Financing to be funded under such definitive agreements at the Completion; provided that in no event will the AbbVie Parties be under any obligation to disclose any information that is subject to attorney-client or similar privilege (provided that the AbbVie Parties shall use their respective reasonable best efforts to cause any such information to be disclosed in a manner that would not result in the loss of any such privilege).
Clause type: investments
 The Company shall have custody of, responsibility for and control all investments of the Company. The Manager will comply with the Investment Policy Guidelines set forth by the Company with respect to investments and the acceptance or rejection of certain investments. However, the Company shall have the ultimate and final authority over decisions regarding the purchase and sale of securities.
Clause type: compensation
 In accordance with the Agreement, the Company agrees to pay Employee or, if Employee becomes eligible for payments and benefits under Section 12 but dies before receipt thereof, Employee’s spouse or estate, as the case may be, the amounts provided in Section 12 of the Agreement.
Clause type: termination
This Agreement may be terminated at any time prior to the Effective Time, notwithstanding approval thereof by the stockholders of the Company:
Clause type: loans
 5.8.1 If the Employer has elected in the Adoption Agreement to make loans available, a Participant may submit an application to the Administrator to borrow from any Account maintained for the Participant (on such terms and conditions as the Administrator shall prescribe) an amount which when added to the outstanding balance of all other loans to the Participant would not exceed the lesser of (a) $50,000 reduced by the excess (if any) of the highest outstanding balance of loans during the one year period ending on the day before the loan is made, over the outstanding balance of loans from the Plan on the date the loan is made, or (b) 50% of the vested portion of his or her Account from which the borrowing is to be made as of the Valuation Date next following the receipt of his or her loan application by the Administrator and the expiration of such notice period as the Administrator may require. For this purpose, all loans from Qualified Plans of the Employer or an Affiliate shall be aggregated, and an assignment or pledge of any portion of the Participant's interest in the Plan, and a loan, pledge or assignment with respect to any insurance contract purchased under the Plan, will be treated as a loan under this Section 5.8.1.
Clause type: insurance
Disclosure Schedule (3.18) lists all insurance policies of any nature maintained, as of the Closing Date, for current occurrences by each Credit Party, as well as a summary of the terms of each such policy.
Clause type: capitalization
 The Company had, at the date or dates indicated in the Registration Statement, the General Disclosure Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated in the Registration Statement, the General Disclosure Package and the Prospectus, the Company will have on the Closing Date the adjusted stock capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the General Disclosure Package and the Prospectus or grants made under any stock compensation plan in the ordinary course after the date hereof, as of the Applicable Time and on each Closing Date, there will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued shares of Common Stock of the Company or any security convertible or exercisable into shares of Common Stock of the Company, or any contracts or commitments to issue or sell shares of Common Stock or any such options, warrants, rights or convertible securities.
Clause type: investments
 (a) The Credit Parties will not, and will not permit any Subsidiary to, directly or indirectly, purchase, hold, acquire (including pursuant to any merger or consolidation with any Person that was not a Wholly-Owned Subsidiary prior thereto), make or otherwise permit to exist any Investment in any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all the assets of any other Person or of a business unit, division or line of business of any other Person, or assets acquired other than in the ordinary course of business that, following the acquisition thereof, would constitute a substantial portion of the assets of the Borrower and the Subsidiaries, taken as a whole, except:
Clause type: investment-company-act
 The Borrower is not an “investment company” within the meaning of the Investment Company Act.
Clause type: investment-company-act
 Neither CWM, Indy Mac nor ILC is an ---------------------- "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended.
Clause type: grant_of_option
 Metropolitan Health Networks, Inc., a Florida corporation (the “Company”), hereby grants to the Optionee, as of the Grant Date an option (the “Option”), pursuant to the Plan, to purchase the Option Shares at the Per Share Exercise Price, purchasable as set forth in and subject to the terms and conditions of this Option and the Plan. Except where the context otherwise requires, the term “Company” shall include all future subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended or replaced from time to time (the “Code”).
Clause type: loans
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Clause type: ownership_of_shares
 On the date hereof, the Shares are all of the Shares currently owned by the Stockholder. Except, as to a Stockholder that is an individual, as set forth in Schedule 2.1 and as contemplated by Section 3.1, the Stockholder currently has, and at Closing will have good, valid and marketable title to the Shares, free and clear of all liens, encumbrances, and security interests (other than the encumbrances created by this Agreement and other than restrictions on transfer under applicable Federal and State securities laws) and free of other restrictions, options, rights to purchase or other claims that would adversely affect the ability of the Stockholder to perform its obligations hereunder or pursuant to which, the Stockholder could be required to sell, assign or otherwise transfer the Shares.
Clause type: entire
Agreement. This Agreement contains the entire Agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings.
Clause type: loans
 Make loans or advances to any Person except credit extended to (a) Affiliates in any amount, or (b) officers not to exceed $1,000,000.00 in the aggregate.
Clause type: miscellaneous
Except to the extent supplemented hereby, the Advisory Agreement shall remain unchanged and in full force and effect and is hereby ratified and confirmed in all respects as supplemented hereby.
Clause type: investments
 Neither the Company nor any of its Subsidiaries will make or maintain any Investment, except for Investments which consist of:
Clause type: confidentiality
Between the date of this Agreement and the Closing Date, Buyer and Sellers will maintain in confidence, and will cause the directors, officers, employees, agents, and advisors of Buyer and the Company to maintain in confidence, any written, oral, or other information obtained in confidence from another party or the Company in connection with this Agreement or the transactions contemplated hereby, unless (a) such information is already known to such party or to others not bound by a duty of confidentiality or such information becomes publicly available through no fault of such party, (b) the use of such information is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of the transactions contemplated hereby, or (c) the furnishing or use of such information is required by or necessary or appropriate in connection with legal proceedings. If the transactions contemplated hereby are not consummated, each party will return or destroy as much of such written information as the other party may reasonably request.
Clause type: assignment
A. Any assignment of any rights, benefits, obligations, or interests of the Parties in this Agreement, other than a collateral assignment purely for the benefit of creditors of the project, is considered an amendment to the Agreement and such Party may only assign such rights, benefits, obligations, or interests of this Agreement after complying with the provisions of Section 10.2 regarding amendments to the Agreement. Other than a collateral assignment to a creditor, this Agreement may only be assigned to an entity that is eligible to apply for and execute an agreement for limitation on appraised value pursuant to the provisions of Chapter 313 of the TEXAS TAX CODE and the Comptroller’s Rules.
Clause type: headings
All headings and captions in this Agreement are intended solely for the convenience of the parties and none shall be deemed to affect the meaning or construction of any provision hereof.
Clause type: headings
The Article and Section headings of this Agreement are for convenience only and shall not constitute a part of this Agreement or in any way affect the meaning or interpretation thereof.
Clause type: financing
 At Closing, Buyer will have sufficient cash, available lines of credit or other sources of immediately available funds to enable it to make payment of the Purchase Price, all related fees and expenses in connection with the transactions contemplated by this Agreement and any other amounts to be paid by it in accordance with the terms of this Agreement.
Clause type: investment-company-act
 No Company is an "investment company" within the meaning of the Investment Company Act of 1940, as amended.
Clause type: representations
and Warranties. The representations and warranties of the Company contained herein shall be true and correct in all material respects as of the date when made and as of the Closing as though made on and as of such date;
Clause type: representations
and Warranties. In order to induce the Lender to enter into this Agreement and to make the Loans hereunder, the Borrower hereby represents and warrants to the Lender that:
Clause type: base-salary
 As compensation for the Employee's services hereunder, the Company will pay to the Employee during the Period of Employment a base salary at the annual rate of salary payable by the Company which is in effect immediately prior to the Effective Date payable in accordance with the Company's payroll practices for senior executives. The Company shall review the base salary at least annually and in light of such review may, in the discretion of the Board of Directors of the Company (but shall not be obligated to), increase such base salary (but may not decrease such salary) taking into account any change in the Employee's then responsibilities, increases in the cost of living, performance by the Employee, and other pertinent factors.
Clause type: taxes
 All charges and fees to be paid to PROVIDING PARTY under this Agreement are exclusive of any applicable taxes required by law to be collected from RECEIVING PARTY (including, without limitation, withholding, sales, use, excise, or services tax, which may be assessed on the provision of Corporate Services). In the event that a withholding, sales, use, excise, or services tax is assessed on the provision of any of the Corporate Services under this Agreement, RECEIVING PARTY will pay directly, reimburse or indemnify PROVIDING PARTY for such tax, plus any applicable interest and penalties. The Parties will cooperate with each other in determining the extent to which any tax is due and owing under the circumstances, and shall provide and make available to each other any resale certificate, information regarding out-of-state use of materials, services or sale, and other exemption certificates or information reasonably requested by either Party.
Clause type: dividends
 The Board may from time to time declare, and the Corporation may pay, dividends (payable in cash, property or shares of the Corporation’s capital stock) on the Corporation’s outstanding shares of capital stock, subject to applicable law and the Certificate of Incorporation.
Clause type: loans
 The Sponsor has agreed to make loans to the Company in the aggregate amount of up to $300,000 (the “Insider Loans”) pursuant to a promissory note substantially in the form annexed as an exhibit to the Registration Statement. The Insider Loans do not bear any interest and are repayable by the Company on the earlier of December 31, 2021 or the consummation of the Offering.
Clause type: whereas
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.
Clause type: base-salary
 During the Employment Period, the Company shall pay Executive a base salary at the annual rate of four hundred seventy thousand ($470,000) dollars per year or such higher rate as may be determined from time to time by the Company ("Base Salary"). Such Base Salary shall be paid in accordance with the Company's standard payroll practice for its executive officers. Once increased, Base Salary shall not be reduced.
Clause type: base-salary
 During the Employment Term, the Company will pay Executive as compensation for Executive’s services a base salary at rate of $24,625.00 per month (the “Base Salary”). The Base Salary will be paid in regular installments in accordance with the Company’s normal payroll practices, subject to applicable deductions and withholdings. The first and last payment will be adjusted, if necessary, to reflect a commencement or termination date other than the first or last working day of a pay period.
Clause type: esop
 (a) The parties agree to leave in place the ESOP subject to the arrangements as outlined in Schedule 1 and replacement of the current ESOP Option Trustee with the New Trustee in accordance with the terms of the ESOP Option Trust Deed.
Clause type: investments
 Other than Permitted Investments, the Company has not acquired an equity interest in, acquired all or substantially all of the assets of, loaned money, extended credit or made advances to, or made deposits with (other than deposits or advances in relation to the payment for goods and equipment in the ordinary course of business the making of which is expressly contemplated pursuant to the Operative Documents), any Person.
Clause type: ownership_of_shares
 Except as disclosed in Schedule 3.6, Anjou is the registered and beneficial owner of all outstanding shares of capital stock of the PSG Group, free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock).
Clause type: interest
 (a) The Loans comprising each ABR Borrowing shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Rate.
Clause type: payment
 Payment of the redemption price of Shares of the Trust or any Series or Class thereof shall be made in cash or in property to the Shareholder at such time and in the manner, not inconsistent with the 1940 Act or other applicable laws, as may be specified from time to time in the Trust’s then effective Prospectus(es), subject to the provisions of Section 6.4 hereof. Notwithstanding the foregoing, the Trustees may withhold from such redemption proceeds any amount arising (i) from a liability of the redeeming Shareholder to the Trust or (ii) in connection with any federal or state tax withholding requirements.
Clause type: conversion_of_shares
 As of the Effective Time, by virtue of the Merger and without any further action on the part of Veeco, Acquisition, the Company or any holder of any Equity Securities of the Constituent Corporations:
Clause type: taxes
 (a) All payments to be made to and on behalf of the Executive under this Agreement will be subject to required withholding of federal, state and local income, employment and excise taxes, and to related reporting requirements.
Clause type: investment-company-act
 The Company is not, and will not use the proceeds from the Notes in a manner so as to become, an “investment company,” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: board
 “Board of Directors” shall mean the board of directors of the Company.
Clause type: investment-company-act
 The Investment Company Act of 1940, as amended. Issuer: Freddie Mac as issuer of the Notes and any successor to the obligations of Freddie Mac under the Original Notes.
Clause type: counterparts
This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed counterpart of this Agreement by facsimile or portable document format (.pdf) attachment to electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement.