bhaskrr/legal-clauses huggingface dataset:
Clause type: investment-company-act
 None of the Ventas Entities is, or upon the issuance and sale of the Securities as herein contemplated and any application of the net proceeds therefrom will be, an “investment company” or a company “controlled” by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended (the “1940 Act”).
Clause type: definitions
The terms and provisions of this Agreement shall be interpreted and defined in a manner consistent with the provisions and definitions of the Investment Company Act. By: /s/ Brian W. Wixted Brian W. Wixted Treasurer By: /s/ Arthur P. Steinmetz Arthur P. Steinmetz President and Director
Clause type: grant
 Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Grant, the Company hereby grants to the Participant a Performance Share Award of <# Of SHARES> shares.
Clause type: conversion_of_shares
 At the Effective Time and by virtue of the Merger and without any action on the part of the holders thereof: (a) Each Share together with the associated right to purchase shares of Series A Participating Preferred Stock (each a "Right"), pursuant to the Rights Agreement, dated as of September 11, 1989 by and between the Company and Continental Stock Transfer & Trust Company, as Rights Agent, issued and outstanding immediately prior to the Effective Time (other than Shares and Rights owned by Parent and Shares to be cancelled pursuant to subparagraph (b) below, Dissenting Shares and Shares as outlined in Section 3.10 hereof) shall be converted into the right to receive the Per Share Price. (b) Each Share (together with the associated Right) held in the treasury of the Company and each Share (together with the associated Right) owned by the Company, or by any direct or indirect Subsidiary of the Company, shall be cancelled and retired without payment of any consideration therefor. (c) Each share of common stock, par value $.01 per share, of Newco issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation. 3.7
Clause type: whereas
each Fund desires to appoint the Custodian as custodian on behalf of each of its Portfolios in accordance with the provisions of the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules and regulations thereunder, under the terms and conditions set forth in this Agreement, and the Custodian has agreed so to act as custodian.
Clause type: loans
 (a) The Revolving Credit Loans made by the Lenders on any date shall be in integral multiples of $100,000 (except that the foregoing limitation shall not be applicable to the extent that the proceeds of such Loans are requested to be disbursed to the Borrowers' controlled disbursement account); provided, however, that the Eurodollar Loans made on any date shall be in a minimum aggregate principal amount equal to the product of $500,000 times the number of Lenders on such date.
Clause type: representations
and Warranties. The representations and warranties made by the Borrower herein or in any other Project Document to which it is a party, or which are contained in any certificate, document, financial or other statement furnished by the Borrower hereunder or thereunder or in connection herewith or therewith, are true and correct in all material respects on and as of such date as if made on and as of such date, except as affected by the consummation of the transaction contemplated thereby or to extent that such representations and warranties relate solely to an earlier date;
Clause type: capitalization
 As of the date of this Agreement, the entire authorized capital stock of the Company is as set forth on Section 3.2 of the Disclosure Letter. There are no bonds, debentures, notes or other indebtedness having general voting rights similar to the voting rights of the Common Shares (or convertible into Common Shares having such rights) (“Voting Debt”) of the Company or any of the Subsidiaries of the Company issued and outstanding. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments of any character, relating to the issued or unissued capital stock or other equity interests of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell, or cause to be issued, transferred or sold, any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible or exchangeable for such shares or equity interests, except as set forth on Section 3.2 of the Disclosure Letter. Except as contemplated by this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Common Shares or the capital stock or other equity interests of the Company or any of its Subsidiaries. All of the outstanding Common Shares are duly authorized, validly issued, fully paid and non-assessable, and such Common Shares were not issued in violation of any Laws. Each of the outstanding shares of capital stock or other equity interests of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable, free and clear of all pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever and was not issued in violation of any Laws.
Clause type: taxes
 Employer is authorized to withhold (from any compensation or benefits payable hereunder to Executive) such amounts for income tax, social security, unemployment compensation and other taxes as shall be necessary or appropriate in the reasonable judgment of Employer to comply with applicable laws and regulations.
Clause type: representations
and Warranties. The Purchaser hereby acknowledges, represents, warrants, and agrees as follows:
Clause type: termination
This Agreement shall terminate at the close of business on _________, 2005. Notwithstanding the foregoing, this Agreement will terminate on any earlier date when all Warrants and Underlying Warrants have been exercised and all Warrant Securities have been resold to the public; provided, however, that the provisions of Section 7 shall survive any termination pursuant to this Section 17 until the close of business on __________, 2008.
Clause type: whereas
pursuant to the Credit Agreement, the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;
Clause type: dividends
 The Parties agree that any Post-Closing Dividends are for the account of the Purchaser. If any Post-Closing Dividend is paid to the Seller, the Seller shall pay (within 7 Business Days of the receipt of the Post-Closing Dividend by the Seller) such Post-Closing Dividend to the Purchaser by a wire transfer of immediately available funds into an account designated by the Purchaser; provided that at the time of such transfer of the Post-Closing Dividend from the Seller to the Purchaser, the Purchaser shall have paid the Purchase Price in full (together with interest, if any, accrued thereon in accordance with Section 5.7).
Clause type: interest
 PAWNMART, INC., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Company"), promises to pay interest on the principal amount of this Security at the rate per annum shown above. The Company will pay interest monthly on the fifteenth day of each month (each an "Interest Payment Date") of each year, commencing on the second full calendar month following issuance. Interest on the Securities will accrue from and including the most recent date to which interest has been paid or, if no interest has been paid, from the date of this Security. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal at the rate borne by the Securities plus 1% per annum, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.
Clause type: base-salary
 “Base Salary” shall mean the greater of (i) the annual rate of base salary in effect for Executive at the time of the Qualifying Termination or (ii) the annual rate of base salary in effect for Executive at the time of the Change in Control.
Clause type: representations
and Warranties. All representations and warranties of Seller contained in this Agreement shall be true in all material aspects as of the Closing as if such representations and warranties were made as of the Closing Date (except for those representations or warranties that are expressly made only as of another specific date, which representations and warranties shall be true in all material respects as of such other date) and Seller shall have performed and satisfied in all material respects all covenants and fulfilled all conditions required by this Agreement to be performed and satisfied by Seller at or prior to the Closing.
Clause type: dividends
 Grantee shall not be entitled to receive payments equivalent to any dividends declared with respect to Common Stock underlying the Units.
Clause type: payment
 At the end of each month, the accruals made pursuant to Section 1.3 above shall be netted, and the result shall be remitted by the Investment Manager to the Fund if such netting results in an Excess Amount, and it shall be remitted to the Investment Manager if such netting results in a Recoupment Amount and the Investment Manager is entitled to a Recoupment Amount pursuant to Section 2.1 below. Any such amounts remitted to a Fund, or repaid by a Fund, shall be allocated among the classes of the Fund in accordance with the terms of the Fund's Multiple Class Plan Pursuant to Rule 18f-3 under the 1940 Act. The Registrant may offset amounts owed to a Fund pursuant to this Agreement against the Fund's advisory fee payable to the Investment Manager.
Clause type: insurance
The Borrower will maintain or cause to be maintained, with financially sound and reputable insurers, such public liability insurance, third party property damage insurance, business interruption insurance and casualty insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of the Borrower and its Subsidiaries as may customarily be carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses, in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such Persons.
Clause type: assignment
This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but will not be assignable or delegable by any party without the prior written consent of the other parties.
Clause type: base-salary
 The Company agrees to pay or cause to be paid to the Executive during the initial term of this Agreement and any subsequent renewal terms, a base salary at the rate of not less than $270,000 per annum in the 2012 calendar year and, for each calendar year thereafter, $270,000 per annum or such other equal or greater amount as the Board may from time to time determine (such amounts hereinafter referred to as the “Base Salary”). Such Base Salary shall be payable in accordance with the Company’s customary practices applicable to its executives.
Clause type: taxes
 HFRM will pay all taxes, import duties, license fees and other charges by any Governmental Authority levied on or with respect to the Products handled by HFRM for transportation, storage and/or loading by HEP Operating. Should either Party be required to pay or collect any taxes, duties, charges and or assessments pursuant to any Applicable Law or authority now in effect or hereafter to become effective which are payable by the any other Party pursuant to this Section 2.10 the proper Party shall promptly reimburse the other Party therefor.
Clause type: interest
 Jefferies Group, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Security at the rate per annum shown above. The Company will pay interest, payable semi-annually in arrears, on May 1 and November 1 of each year, with the first payment to be made on May 1, 2010. Interest on the Securities will accrue on the principal amount from, and including, the most recent date to which interest has been paid or provided for or, if no interest has been paid, from, and including, October 26, 2009, in each case to, but excluding, the next Interest Payment Date or Maturity Date, as the case may be. Interest will be computed on the basis of a 360-day year composed of twelve 30-day months. In addition, if the Contingent Interest Trading Price of a Security for each of the five (5) Trading Days (the “Contingent Interest Measurement Period”) ending on the third (3rd) Trading Day immediately preceding the first day of any six (6) month period (each a “Contingent Interest Period”) from and including an Interest Payment Date to but excluding the next Interest Payment Date, commencing with the six (6) month period beginning on November 1, 2017, is equal to or greater than one thousand two hundred dollars ($1,200.00) per one thousand dollars ($1,000) principal amount of the Securities, then the Company shall pay contingent interest (“Contingent Interest”) to the Holders. The amount of Contingent Interest payable per $1,000 principal amount of Securities in respect of any Contingent Interest Period, if applicable, shall be equal to 0.375%, per annum, of the average Contingent Interest Trading Price per $1,000 principal amount of the Securities during the applicable Contingent Interest Measurement Period. Contingent Interest shall accrue from, and including, the first day of the applicable Contingent Interest Period through, but excluding, the Interest Payment Date at the end of such Contingent Interest Period, and Contingent Interest shall be payable to Holders in the same manner as regular cash interest. Regular cash interest shall continue to accrue at the per annum rate of 3.875% on the principal amount of the Securities whether or not Contingent Interest is paid. The Company shall instruct the Bid Solicitation Agent to determine the daily Contingent Interest Trading Prices of the Securities during each Contingent Interest Measurement Period during which any Securities are outstanding. Upon determining that the Securities sha...
Clause type: ownership_of_shares
 The Shares are owned of record and beneficially by such Stockholder as set forth on Exhibit A and constitute all the shares of common stock of the Company owned of record and beneficially by such Stockholder.
Clause type: counterparts
This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 9.03. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior contracts or agreements with respect to the subject matter hereof and the matters addressed or governed hereby, whether oral or written.
Clause type: base-salary
 During the term of this Agreement, the Company shall pay the Executive an annual salary of not less than $210,000, with an annual target increase of 5%. The Executive’s salary and benefits will be reviewed annually, and any increase therein shall remain at the sole discretion of the Company, acting through the Compensation Committee of its Board of Directors (the “Committee”). The salary set forth herein shall not be subject to reduction and shall be payable in accordance with the payroll policies of the Company in effect from time to time during the term of this Agreement. The Company shall have the right to deduct from any payment of all compensation to the Executive hereunder (i) any federal, state or local taxes required by law to be withheld with respect to such payments, and (ii) any other amounts specifically authorized to be withheld or deducted by the Executive.
Clause type: grant
 Pursuant to the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (the “Plan”), the Corporation hereby grants the Director Restricted Stock Units on the terms and conditions contained in this Award Agreement, and subject to the terms and conditions of the Plan. The term “
Clause type: taxes
 Except as set forth on Schedule 4.10, USAVE and each of its subsidiaries has filed or caused to be filed, within the times and within the manner prescribed by law, all federal, state, local and foreign tax returns and tax reports which are required to be filed by, or with respect to, USAVE. Such returns and reports reflect accurately all liability for taxes of USAVE for the periods covered thereby. Except as set forth on Schedule 4.10, all federal, state, local and foreign income, profits, franchise, employment, sales, use, occupancy, excise and other taxes and assessments, stock and transfer taxes (including interest and penalties) payable by, or due from, USAVE and each of its subsidiaries, have been fully paid and fully provided for in the books and financial statements of USAVE. No examination of any tax return of USAVE or of its subsidiaries, is currently in progress. There are no outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of USAVE. Schedule 4.10 attached hereto lists all tax sharing contracts, agreements or arrangements to which USAVE is a party and all such contracts, agreements and arrangements have been termi­nated prior to the Closing Date with no liability or obligation to USAVE.
Clause type: compensation
 The Depositor shall cause to be paid in the manner provided for in Section 5.4 of the Up-MACRO Holding Trust Agreement, and the Trustee shall be entitled to receive, on each Distribution Payment Date, the Up-MACRO Trustee Fee for all services rendered by it under this Trust Agreement and in the exercise and performance of any of the powers and duties hereunder of the Trustee. The entitlement of the Trustee under this Section 13.5 for past services rendered shall survive the termination of the Up-MACRO Tradeable Trust and the Up-MACRO Holding Trust.
Clause type: governing
Law. This Agreement shall be governed in all respects by the laws of the State of Delaware, without regard to conflicts of laws principles thereof.
Clause type: investments
 None of the Borrower Entities shall make any Investment, or enter into any transaction that has substantially similar effect, except for the following, which Investments may fall within any one of the following categories (whether or not such Investments could fall within one or more other categories and if an Investment qualifies for more than one of the following categories, the Borrower may designate which category the Investment qualifies for without such Investment counting against other categories):
Clause type: board
 (a) The Company shall be managed by its duly elected officers subject to the overall direction and supervision of the Board. Each of Warburg and H&F shall, and shall cause its controlled Affiliates to, vote all Voting Securities that such Investor and its controlled Affiliates Beneficially Own and take any and all actions as may be reasonably necessary to cause the provisions of this Section 3.1, including the election of the Warburg Directors and H&F Directors, to be effectuated.
Clause type: governing
Law. The internal laws of the State of Delaware (irrespective of its choice of law principles) will govern the validity of this Agreement, the construction of its terms, and the interpretation and enforcement of the rights and duties of the parties hereto.
Clause type: notices
All notices, demands, requests and other communications required or permitted hereunder shall be in writing, and shall be (a) personally delivered with a written receipt of delivery; (b) sent by a nationally recognized overnight delivery service requiring a written acknowledgement of receipt or providing a certification of delivery or attempted delivery; (c) sent by certified mail, return receipt requested; or (d) sent by confirmed facsimile or electronic mail (e-mail) transmission with an original copy thereof transmitted to the recipient by one of the means described in subsections (a) through (c) no later than three (3) Business Days thereafter. All notices shall be deemed effective when actually delivered as documented in a delivery receipt; provided, however, that if the notice was sent by overnight courier or mail as aforesaid and is affirmatively refused or cannot be delivered during customary business hours by reason of the absence of a signatory to acknowledge receipt, or by reason of a change of address with respect to which the addressor did not have either knowledge or written notice delivered in accordance with this paragraph, then the first attempted delivery shall be deemed to constitute delivery. Each party shall be entitled to change its address for notices from time to time by delivering to the other party notice thereof in the manner herein provided for the delivery of notices. All notices shall be sent to the addressee at its address set forth following its name below: If to Purchaser: c/o JRK Property Holdings, Inc. 11766 Wilshire Boulevard, Suite 1450 Los Angeles, California 90025 Attention: Mr. David Walker and Mr. John McKee Telephone No.: (310) 268-8344 Facsimile No.: (310) 268-7943 Email: dwalker@jrkbirchmont.com jmckee@jrkpropholdings.com with a copy to: Epport, Richman & Robbins, LLP 1875 Century ParkEast, Suite 800 Los Angeles, California 90067 Attention: Mark Robbins, Esq./Christopher Campbell, Esq. Telephone No.: (310) 785-0885 Facsimile No.: (310) 785-0787 Email: mrobbins@erlaw.com ccampbell@erlaw.com and: Jones Day 901 Lakeside Avenue Cleveland, Ohio 44114 Attention: Michael J. Haas, Esq. Telephone No.: (216) 586-1345 Facsimile No.: (216) 579-0212 Email: mjhaas@jonesday.com If to any Seller and/or to Sellers’ Representative: c/o AIMCO 4582 South Ulster Street Parkway, Suite 1100 Denver, Colorado 80237 Attention: David Robertson Telephone No.: (310) 258-5134 Facsimile No.: (310) 258-5177 Email: David.Robertson@aimco.com with...
Clause type: ownership_of_shares
 Such Stockholder (i) is the beneficial owner of the shares of Company Common Stock set forth opposite such Stockholder's name on Exhibit A attached hereto, all of which are free and clear of any liens, adverse claims, charges, security interests, pledges or options, proxies, voting trusts, agreements or understandings, or any other similar rights ("Encumbrances") (except for any Encumbrances arising under securities laws or arising hereunder); (ii) is the owner of options that are exercisable for the number of shares of Company Common Stock set forth opposite such Stockholder's name on Exhibit A attached hereto, all of which options and shares of Company Common Stock issuable upon the exercise of such options are free and clear of any Encumbrances (except for any Encumbrances arising under securities laws or arising hereunder); and (iii) does not own, beneficially or otherwise, any securities of the Company other than the shares of Company Common Stock, options to purchase shares of Company Common Stock, and shares of Company Common Stock issuable upon the exercise of such options, set forth opposite such Stockholder's name on Exhibit A attached hereto.
Clause type: governing
Law. This Supplemental Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York.