bhaskrr/legal-clauses huggingface dataset:
Clause type: investments
 Except for Permitted Investments, directly or indirectly, make or acquire any Investment, or incur any liabilities (including contingent obligations) for or in connection with any Investment; provided, that the Company and its Subsidiaries shall not have Permitted Investments (other than in the Cash Management Accounts (as defined in the WFF Facility)) in Deposit Accounts or Securities Accounts in an aggregate amount in excess of $100,000 outstanding at any one time unless the Company or its Subsidiary, as applicable, and the applicable securities intermediary or bank have entered into Control Agreements or similar arrangements governing such Permitted Investments in order to perfect (and further establish) the Collateral Trustee's Liens in such Permitted Investments (subject in all respects to the terms of the Intercreditor Agreement). Subject to the foregoing proviso, the Company shall not, and shall not permit its Subsidiaries to, establish or maintain any Deposit Account or Securities Account unless Collateral Trustee or WFF, as agent under the WFF Facilities, shall have received a Control Agreement in respect of such Deposit Account or Securities Account.
Clause type: compensation
 Directors may receive such reasonable compensation for their services as Directors and such reimbursement for expenses incurred in attending meetings as may be fixed from time to time by resolution of the Board of Directors. No such payment shall preclude a Director from serving in any other capacity and receiving compensation therefor.
Clause type: notices
Any notice, consent, approval, request, demand, or payment required or permitted to be given or made between the parties to this Agreement (collectively called “Notices”) must be in writing to be effective. Any Notice that is addressed to the party for whom it is intended at its ad dress specified for the receipt of Notices (which is currently the address set forth below) will be deemed to have been given or made on the second Business Day after the date it is deposited in the Unite d States mail, postage prepaid, certified, return receipt requested. Any party may change its address for the receipt of Notices by Notice in accordance with this Section. Notices given other than by deposit in the United States mail, postage prepaid, certified, return receipt requested, such as by facsimile. email, or by overnight delivery, will be effective upon receipt; provided, that if delivery is via facsimile or e mail, and such facsimile or email is received after 5:00 p.m. local time at the location of such receipt, such facsimile or email shall be dee med delivered on the day after such receipt. The current addresses of the parties for Notices are as follows: If to Buyer: Texas Rare Earth Resources Corp. P.O. Box 539 539 West El Paso Street Sierra Blanca, TX 79851 Attention: Dan Gorski Telephone: (361) 790-5831 With a copy to: Texas Rare Earth Resources Corp. 1211 St. Vrain No. 27 El Paso, Texas 79902 Allention: Laura Lynch And: Guida, Slavich & Flores, P.C. 750 N. St. Paul Street, Suite 200 Dallas, Texas 75201 Attention: Sally A. Longroy Telephone: (214) 692-5409 Fax: (214) 692-6610 Email: longroy@gsfpc.com If to Seller: Texas General Land Office 1700 N. Congress Avenue, Room 720 Austin, Texas 78701 Attn: Energy Resources Division Telephone: (512) 305-9 I04 Fax: (512) 475- 1543 Email: louis.renaud@glo.texas.gov And: Texas General Land Office Legal Services Division 1700 N. Congress Avenue, Room 910 Austin, TX 78701 Attn: Jeff Gordon Phone: (512) 463-7205 Fax: (512) 463-63l l Email: jeff.gordon@glo.texa s.gov
Clause type: investments
 Enter into any securities transaction for its own account or purchase or otherwise acquire any investment security for its own account except purchases and sales of securities consistent with past practices to maintain investment portfolios of MFB and its Subsidiaries that have risk and asset mix characteristics similar to those as of the date hereof; enter into or acquire any derivatives contract or structured note; enter into any new, or modify, amend or extend the terms of any, existing contracts relating to the purchase or sale of financial or other futures, or any put or call option relating to cash, securities or commodities or any interest rate swap agreements or other agreements relating to the hedging of interest rate risk.
Clause type: ownership_of_shares
 Neither Parent nor any of its Subsidiaries “Beneficially Owns” or is the “Beneficial Owner” of (as such terms are defined in the Rights Agreement) any Shares.
Clause type: entire
Agreement. This Agreement (including the Exhibits and Schedules hereto), the other Transaction Documents and the Confidentiality Agreements constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties, inducements or conditions, both written and oral, among the parties, with respect to the subject matter hereof and thereof.
Clause type: compensation
 Escrow Agent shall be entitled to $12,500 as compensation for its services rendered under this Agreement, which amount shall be delivered by the Company to an account designated by the Escrow Agent on the same date when the Escrowed Funds are delivered into the Escrow Account.
Clause type: severability
Should any provision or portion of this Agreement be held to be unenforceable or invalid for any reason, the remaining provisions and portions of this Agreement shall be unaffected by such holding.
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of 10,000,000 shares of Common Stock and of which 4,568,740 shares are issued and outstanding and 1,000,000 shares of preferred stock, $.01 par value, none of which are outstanding. Except as set forth on Schedule 2.4, the Company has not issued and is not obligated to issue any warrants, options or other rights to purchase or acquire any shares of its capital stock, or any securities convertible into any such shares or any warrants, options or other rights to acquire any such convertible securities.
Clause type: now
THEREFORE in consideration of mutual covenants recited below, the parties agree and promise as follows:
Clause type: indemnification
To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 10.2 with respect to any claim, issue or matter in which it has engaged in fraud, willful misconduct, bad faith or gross negligence.
Clause type: capitalization
 The authorized capital stock of the Company -------------- immediately prior to giving effect to the transactions contemplated hereby consists of 49,0000,000 shares of Common Stock of which 1,171,285 shares of .001 par value Common Stock are issued and outstanding as of the date hereof; 5,000 shares of $.001 par value Series A Preferred Stock of which 3,750 shares are issued or outstanding (which will be converted on or prior to Closing into 5,000 shares of the Company Common Stock); 5,000 shares of $.001 par value Series B Preferred Stock, none of which are outstanding; and 1,000,000 shares of $10.00 par value Series D Preferred Stock, none of which are outstanding. All of the outstanding shares of capital stock are, and the Company Shares when issued in accordance with the terms hereof, will be, duly authorized, validly issued, fully paid and non assessable, and have not been or, with respect to the Company Shares, will not be, issued in violation of any preemptive right of stockholders. The Company Shares are not subject to any preemptive or subscription right, any voting trust agreement or other contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling the Company to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for Common Stock. The Company has not granted registration rights to any person.
Clause type: ownership_of_shares
 Except as set forth in the Organizational Documents (in the case of each Seller Party which is a trust), (a) each Stockholder is the sole beneficial and record owner of, and has good and marketable title to, all of the Stockholder’s Respective Shares, free and clear of all Liens (other than restrictions on transfer generally included under applicable federal and state securities Laws) and (b) the Seller (i) at the Closing will be the sole beneficial and record owner of, and will have good and marketable title to, all of the LLC Interests, free and clear of all Liens (other than restrictions on transfer generally included under applicable federal and state securities Laws) and (ii) at the Closing will have the right, authority and power to sell, assign and transfer the LLC Interests in accordance with the terms of this Agreement (subject, with respect to the ESOP, to the satisfaction of any applicable shareholder voting requirements under applicable Law and the Organizational Documents). Other than this Agreement, and the Organizational Documents, there are no outstanding contracts, commitments, understandings, arrangements or restrictions (other than restrictions on transfers generally included under applicable federal and state securities Laws), to which such Seller Party is a party or by which such Seller Party is bound pursuant to which any other Person has any option, warrant or other right to acquire any of the Stockholder’s Respective Shares or the LLC Interests, as applicable.
Clause type: interest
 Anything herein or in the Separation Agreement to the contrary notwithstanding, to the extent one Party makes a payment of interest to the other Party under this Agreement with respect to the period from the date that the Party receiving the interest payment made a payment of Tax to a Tax Authority to the date that the Party making the interest payment reimbursed the Party receiving the interest payment for such Tax payment, the interest payment shall be treated as interest expense to the Party making such payment (deductible to the extent provided by Law) and as interest income by the Party receiving such payment (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Party making such payment or increase in Tax to the Party receiving such payment.
Clause type: investments
 Directly or indirectly acquire or own, or make any Investment in or to any Person other than Permitted Investments.
Clause type: compensation
 Investor Class, I Class, Y Class, R5 Class, R6 Class, and G Class of Shares. Distributor shall not be entitled to compensation for its services hereunder with respect to the Investor Class, I Class, Y Class, R5 Class, R6 Class, and G Class of each Fund.
Clause type: ownership_of_shares
 Shareholder has good title to all of the Shares as of the date hereof, and the Shares are so owned free and clear of any liens, security interests, charges or other encumbrances.
Clause type: payment
 6.1 The Authority shall pay the Contractor the Contract Price, in accordance with the Pricing and Payment Schedule.
Clause type: capitalization
 (a) The authorized capital stock of Target consists of 20,000,000 shares of preferred stock, $.0001 par value per share, none of which are currently issued and outstanding as of the date of this Agreement, and 130,000,000 shares of common stock, $.0001 par value per share, 34,816,350 of which were issued and outstanding as of June 7, 2003. All of such issued and outstanding shares are validly issued and are fully paid, nonassessable and free of preemptive rights.
Clause type: notices
All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier which guarantees overnight delivery:
Clause type: loans
 (a) Subject to and upon the terms and conditions herein set forth:
Clause type: base-salary
 The Employee’s initial annualized base salary shall be $325,000. The base salary shall be payable in accordance with AMS’s standard payroll practices. The Employee’s annual base salary shall be reviewed no less frequently than annually by the AMS Compensation Committee and/or Board; provided, however, that at no time during the term of this Agreement shall the Employee’s base salary be decreased from the base salary then in effect except as part of a general program of salary adjustment by AMS applicable to all similarly-situated employees.
Clause type: headings
The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
Clause type: severability
If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.
Clause type: investment-company-act
 Such Lessee is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and such Lessee is not subject to any other statute which would impair or restrict its ability to perform its obligations under this Agreement or the other Series 2010-3 Related Documents, and neither the entering into or performance by such Lessee of this Agreement violates any provision of such Act.
Clause type: investment_company
 None of the Group Companies is, and as a result of the offer and sale of the Securities contemplated herein will not be, required to register as an “investment company” under, and as such term is defined in, the U.S. Investment Company Act of 1940, as amended in connection with or as a result of the offer and sale of the Securities.
Clause type: investment-company-act
 The Company is familiar with the 1940 Act and will in the future use its commercially reasonable efforts to ensure that the Company and the Operating Partnership will not be an “investment company” within the meaning of the 1940 Act.
Clause type: ownership_of_shares
 Notwithstanding anything contained in Section 6 herein, Party A shall remain the beneficial owner of, and maintain control (subject to the Transaction Documents) over the Shares in an amount equal to the Number of Shares during the term of the Transaction and, except as otherwise provided herein, may not sell any of the Number of Shares or enter into any other transactions relating to any of the Number of Shares at any time during the term of the Transaction.
Clause type: definitions
The words and phrases listed below, as used in this Exhibit, shall each have the following definitions:
Clause type: insurance
No proration shall be made in relation to insurance premiums and insurance policies will not be assigned to Purchaser. Seller shall have the risk of loss of the Property until 11:59 p.m. the day prior to the Closing Date, after which time the risk of loss shall pass to Purchaser and Purchaser shall be responsible for obtaining its own insurance thereafter.
Clause type: investment-company-act
 Neither the Borrower nor any Borrower Party, nor any Person controlling such entities is an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940 (as amended from time to time).
Clause type: loans
 Make or have outstanding advances, loans or extensions of credit to any Person except (a) with respect to the extension of commercial trade credit in the Ordinary Course of Business, (b) loans to employees of Borrower in the Ordinary Course of Business not to exceed the aggregate amount of $100,000 at any time outstanding loans from Borrower to a Domestic Subsidiary of Borrower and (c) loans by Borrower to its Foreign Subsidiaries in an aggregate amount outstanding at any time not to exceed the aggregate amount of loans or advances necessary to adequately fund the ongoing operating expenses of such Foreign Subsidiaries.
Clause type: miscellaneous
Amend Section 5.2 [Pro Rata Treatment of Banks], 10.6 [Exculpatory Provisions, Etc.] or 10.13 [Equalization of Banks] or this Section 11.1, alter any provision regarding the pro rata treatment of the Banks, change the definition of Required Banks, or change any requirement providing for the Banks or the Required Banks to authorize the taking of any action hereunder; provided, further, that no agreement, waiver or consent which would modify the interests, rights or obligations of the Agent in its capacity as Agent or as the issuer of Letters of Credit shall be effective without the written consent of the Agent.
Clause type: confidentiality
As used herein, "Confidential Information" means any information or data that a party has acquired from another party that is confidential or not otherwise available to the public, whether oral or written, including without limitation any analyses, computations, studies or other documents prepared from such information or data by or for the directors, officers, employees, agents or representatives of such party (collectively, the "Representatives"), but excluding information or data which (i) became available to the public other than as a result of such party's violation of this Agreement, (ii) became available to such party from a source other than the other party if that source was not bound by a confidentiality agreement with such other party and such source lawfully obtained such information or data, or (iii) is required to be disclosed by applicable law, provided that promptly after being compelled to disclose any such information or data, the party being so compelled shall provide prompt notice thereof to the other party so that such other party may seek a protective order or other appropriate remedy. Each party covenants and agrees that it and its Representatives shall keep confidential and shall not disclose all Confidential Information, except to its Representatives and lenders who need to know such information and agree to keep it confidential. Each party shall be responsible for any breach of this provision by its Representatives. In the event that the Closing does not occur, each party will promptly return to the other all copies of such other party's Confidential Information.
Clause type: representations
and Warranties. The representations and warranties contained in each Loan Document (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any portion of any representation and warranty that is already qualified or modified by materiality in the text thereof) on and as of the date hereof as though made on and as of the date hereof.
Clause type: termination
Immediately following the Termination Date, Agent shall deliver to Pledgor the Pledged Collateral pledged by Pledgor at the time subject to this Agreement and all instruments of assignment executed in connection therewith, free and clear of the Liens hereof and, except as otherwise provided herein, all of Pledgor’s obligations hereunder shall at such time terminate.
Clause type: whereas
it is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence repayment of any of such obligations and liabilities and that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Borrower outstanding thereunder;
Clause type: taxes
 All fees for the RMLS Service are exclusive of federal, state, municipal or other governmental excise, sales, value-added, use, personal property and occupational taxes, excises, withholding obligations and other levies now in force or enacted in the future and, accordingly, Association and Firm Participant shall pay all such taxes and levies other than any tax or levy on the net income of RMLS.
Clause type: severability
Nothing contained in this Agreement shall be construed so as to require the commission of any act contrary to statute or law. If any section of this Agreement is found by competent authority to be invalid, illegal or unenforceable, such determination shall prevail and that section shall be curtailed and limited only to the extent necessary to bring it within the legal requirements, and all other provisions of this Agreement will continue in full force and effect.
Clause type: base-salary
 The Company shall pay to Executive a base salary of $800,000 per fiscal year, payable in accordance with the Company’s usual pay practices (and in any event no less frequently than monthly). Executive’s base salary shall be subject to review annually by and at the sole discretion of the Compensation Committee of the Board.
Clause type: interest
 (a) The unpaid principal amount of each Base Rate Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) at a rate per annum which shall at all times be the Applicable Base Rate Margin plus the Base Rate in effect from time to time.
Clause type: insurance
Satisfactory evidence that the insurance policies required by Section 5.4 are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements, as requested by Agent, in favor of Agent, on behalf of Lenders.
Clause type: financing
 Newco has received and delivered to the Company two commitment letters each dated April 17, 1999 addressed to Parent and Newco (the "Bank Commitment Letters") from Lehman Brothers Inc. and Lehman Commercial Paper Inc. whereby Lehman Brothers Inc. and Lehman Commercial Paper Inc. have committed, upon the terms and subject to the conditions set forth therein, to provide debt financing in the aggregate amount of $825 million (of which $325 million shall be in the form of senior subordinated indebtedness) (collectively, the "Debt Financings"). Newco has received and delivered to the Company a letter dated the date hereof (the "Parent Commitment Letter") from Parent addressed to Newco and the Company whereby Parent has committed, upon the terms and subject to the conditions set forth therein, to provide a cash contribution in the form of common equity financing to Newco in the amount of $417.5 million, less the equity investment in the Company made as part of the Closing by members of the Company's management pursuant to the Management Agreements (the "Contribution Amount" and, together with the Debt Financings, the "Financings"). Each of the Bank Commitment Letters and the Parent Commitment Letter is in effect on the date hereof and has not been amended or modified and there is no breach or default existing (or which with notice or lapse of time or otherwise may exist) thereunder. The aggregate proceeds of the Financings are sufficient to pay the cash portion of the Merger Consideration, to repay the existing indebtedness of the Company and its Subsidiaries (excluding any indebtedness the parties agree shall not be repaid) and to pay all fees and expenses related to the transactions contemplated by this Agreement.
Clause type: whereas
the Sub-Adviser is registered as an investment adviser under the Advisers Act and engages in the business of providing investment advisory services; and