bhaskrr/legal-clauses huggingface dataset:
Clause type: interest
 Interest on the Notes shall be payable in the amount, on the dates and in the manner provided for in the form of the Note attached hereto as Exhibit A.
Clause type: ownership_of_shares
 Seller holds beneficially and of record the Shares, free and clear of all Liens other than Permitted Liens. Seller has the corporate power and authority to sell, transfer, assign and deliver the Shares as provided in this Agreement, and such delivery will convey to Purchaser good title to such Shares, free and clear of any and all Liens other than any restrictions on transferability imposed pursuant to securities Laws.
Clause type: base-salary
 As compensation for Employee's services rendered hereunder, the Company shall pay to Employee a base salary at an annual rate equal to Seventy Eight Thousand Dollars ($78,000.00) (the "Base Salary"). The Base Salary shall thereafter be increased annually at the greater of (i) five percent (5%) or (ii) such other increase as may be approved by the Board of Directors. The Base Salary shall be payable to Employee on a bi-weekly basis, in accordance with the Company's standard policies for management personnel.
Clause type: taxes
 If an Account includes a charge for any tax payable to any governmental taxing authority, Agent is authorized, in its sole discretion, to pay the amount thereof to the proper taxing authority for the account of Borrower and to charge Borrower therefor, except for taxes that (i) are being actively contested in good faith and by appropriate proceedings and with respect to which Borrower maintains reasonable reserves on its books therefor and (ii) would not reasonably be expected to result in any Lien other than a Permitted Lien. In no event shall Agent or any Lender be liable for any taxes to any governmental taxing authority that may be due by Borrower.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to such subject matter. Without limiting the scope of the preceding sentence, all understandings and agreements preceding the date of execution of this Agreement and relating to the subject matter hereof are hereby null and void and of no further force and effect, including, without limitation, all prior employment and severance agreements, if any, by and between Company and Executive. Any modification of this Agreement will be effective only if it is in writing and signed by the party to be charged.
Clause type: ownership_of_shares
 Stockholder (together with Stockholder’s spouse if Stockholder is married and the Shares and options set forth on the signature page hereto opposite such Stockholder’s name constitute community property under applicable Law) is the beneficial owner (for purposes of this Agreement, such term shall have the meaning set forth in Rule 13d-3 under the Exchange Act) of the Shares and options set forth on the signature page hereto opposite such Stockholder’s name, free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Shares, other than any restrictions on transfer pursuant to applicable securities laws). None of the Shares or options is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares or options.
Clause type: termination
Upon the payment in full of the Secured Obligations and termination of the Security Agreement, the Collateral Agent shall execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Patents under this Patent Security Agreement.
Clause type: board
 Employee shall be a member of the Board as of the Effective Date and the Company will use its best efforts to cause Employee to continue to be a member of the Board throughout the Term.
Clause type: entire
Agreement. This Assignment Agreement and the attached Notice of Assignment embody the entire agreement and understanding between the parties hereto and supersede all prior agreements and understandings between the parties hereto relating to the subject matter hereof.
Clause type: capitalization
 The Company has the capitalization as set forth in each of the General Disclosure Package and the Prospectus; all the issued shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable; all of the issued shares of capital stock or other equity interests, as applicable, of each Significant Subsidiary of the Company that are owned directly or indirectly by the Company have been duly authorized and validly issued and are fully paid (to the extent required under such entities’ Organizational Documents) and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act or Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act) and are owned directly or indirectly by the Company free and clear of all liens, encumbrances, security interests, equities charges or claims (collectively, “Liens”) except (i) as disclosed in the General Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto) or (ii) to the extent any such Liens would not have a Material Adverse Effect.
Clause type: now
THEREFORE in consideration of the purchase by each Holder of Preferred Securities, which purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee Agreement to provide as follows for the benefit of the Holders from time to time of the Preferred Securities:
Clause type: assignment
None of the parties may assign its rights or obligations under this Agreement without the prior written consent of the other parties, provided, however, that each Purchaser may assign its right and obligations hereunder to an Affiliate of such Purchaser without the prior written consent of the Company or any other Purchaser; provided, further, that as a condition precedent to such assignment (x) any such Affiliate shall assume, on a several and not joint basis, all then continuing obligations of such Purchaser hereunder pursuant to a written agreement reasonably acceptable to the Company, and (y) no assignment and assumption shall relieve such Purchaser from any liability hereunder; provided, further, that any assignment to an Affiliate shall only be effective for so long as such Person remains an Affiliate of the applicable Purchaser and the rights assigned to such Person shall cease to be of further force and effect when such Person ceases to be an Affiliate of the applicable Purchaser. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties to this Agreement and their respective successors and permitted assigns. Any purported assignment other than in compliance with the terms hereof shall be void ab initio.
Clause type: definitions
For all purposes of this Trust Agreement, except as otherwise expressly provided herein or unless the context otherwise requires, capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in Appendix A to the indenture dated as of September 26, 2002 (the "Indenture"), between GMACM Home Loan Trust 2002-HLTV1, as Issuer, and Bank One, National Association, as Indenture Trustee. All other capitalized terms used herein shall have the meanings specified herein.
Clause type: assignment
This Agreement will automatically terminate in the event of its assignment (as defined in the 1940 Act). This Agreement shall not be assignable by the Trust without the prior written consent of ALPS.
Clause type: definitions
The following terms are defined as follows (except as otherwise agreed in writing by the parties): Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing practices (i) of prudent mortgage lending institutions that service mortgage loans of the same type as such Mortgage Loans in the jurisdiction where the related Mortgaged Property is located and (ii) in accordance with applicable state, local and federal laws, rules and regulations.
Clause type: now
THEREFORE in consideration of the promises and mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:
Clause type: now
THEREFORE in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Clause type: indemnification
Subtenant shall indemnify, defend and hold harmless Sublandlord from and against all losses, costs, damages, expenses and liabilities, including, without limitation, reasonable attorneys' fees and disbursements, which Sublandlord may incur or pay out (including, without limitation, to the landlord under the Base Lease) by reason of (i) any accidents, damages or injuries to persons or property occurring in, on or about the Subleased Premises (unless the same shall have been caused by Sublandlord's negligence or wrongful act or the negligence or wrongful act of the landlord under the Base Lease), (ii) any breach or default hereunder on Subtenant's part, (iii) the successful enforcement of Sublandlord's rights under this Sublease, (iv) any work done after the date hereof in or to the Subleased Premises except if done by Sublandlord, or (v) any act, omission or negligence on the part of Subtenant and/or its officers, partners, employees, agents, customers and/or invitees, or any person claiming through or under Subtenant.
Clause type: definitions
3. For the purposes of this modality: • Elimination means the discontinuation/abolition of the measure/or deletion of a sector/sub-sector.
Clause type: interest
 The Company promises to pay interest on the principal amount -------- of this Debenture at the rate per annum shown above. The Company will pay interest quarterly on January 1, April 1, July 1 and October 1 of each year. With respect to Debentures sold on the date $9,500,000 or more of Debentures are first approved for issuance (the "First Closing Date"), interest will accrue on principal from the First Closing Date. With respect to Debentures sold after the First Closing Date, interest will accrue on principal commencing on the first day of the month of sale, if the Debenture is sold on or before the fifteenth day of the month, or commencing on the sixteenth day of the month of sale, if the Debenture is sold after the fifteenth day of the month, provided that interest shall not accrue from prior to the First Closing Date. Debentures sold after the First Closing Date shall be deemed sold on the date the Company (or an underwriter on its behalf) receives payment therefor. The first payment of interest shall be due on the first day of the second calendar quarter following the date of sale of the Debenture, or such earlier date selected by the Company without requirement of notice After the first payment date, interest on the Debenture will accrue from the most recent date to which interest has been paid. Interest accrues from the date of closing and interest will be computed on the basis of a 360 day year consisting of twelve 30-day months.
Clause type: esop
 The Company shall discontinue the ESOP effective on the date hereof; provided that purchases for the current period under the ESOP may be completed provided that the allowable contributions thereunder are not increased.
Clause type: confidentiality
(a) Each Seller Party and each Purchaser shall maintain and shall cause each of its employees and officers to maintain the confidentiality of this Agreement and the other confidential proprietary information with respect to the Collateral Agent, the Managing Agent and the Conduit Purchasers and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that such Seller Party and such Purchaser and its officers and employees may disclose such information to such Seller Party’s and such Purchaser’s external accountants and attorneys and as required pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law).
Clause type: compensation
 As compensation for the services rendered by Custodian during the term of this Agreement, the Trust shall pay to Custodian, in addition to reimbursement of its out-of-pocket expenses, such compensation as may be agreed upon from time to time in writing by the Trust and Custodian as set forth in Schedule III.
Clause type: representations
and Warranties. To induce the Lenders, the Issuers, the Administrative Agent and the Collateral Agent to enter into this Agreement, Group represents and warrants as to each Warnaco Entity, and the Borrower represents and warrants as to itself and as to each of its Subsidiaries, to the Lenders, the Issuers, the Administrative Agent and the Collateral Agent that, on and as of the Closing Date, after giving effect to the making of the Loans and other financial accommodations on the Closing Date and on and as of each date as required by Section 3.2(b)(i):
Clause type: employee_benefits
 During the period of employment, the Employee shall be eligible to participate in benefits established by the Employer. These include
Clause type: payment_terms
 Unless specified otherwise in this section, payment terms are Net 30 days, computed either from date of delivery and acceptance of contracted services or from the date of receipt of correct and proper invoices prepared in accordance with the terms of this Agreement, whichever date is later. Invoices shall be sent to District Contract Originator for approval. After approval, invoice will be sent to Accounting for processing. Revised Payment Terms:
Clause type: interest
 In the event that for any reason the Company shall fail to pay to the Placement Agent all or any portion of the fees payable hereunder when due, interest shall accrue and be payable on the unpaid cash balance due hereunder from the date when first due through and including the date when actually collected by the Placement Agent, at a rate equal to four percent above the prime rate of Citibank, N.A., in New York, New York, computed on a daily basis and adjusted as announced from time to time.
Clause type: base-salary
 During the Term, Company shall pay to Employee a base salary ("Base Salary") at the rate of Two Hundred Fifty Thousand Dollars ($250,000) per year, which Base Salary shall be paid to Employee in accordance with Company's usual and customary payroll practices.
Clause type: payment
 E1.1. In consideration of the DVLA’s provision of the KADOE Service under the Contract, the Customer shall pay to the DVLA the fees set out in Part – 1 - Customer Fees of SCHEDULE 1 (FEES), and any VAT chargeable in respect of the fees, using the processes listed in SCHEDULE 1.
Clause type: now
THEREFORE in consideration of the mutual covenants and agreements hereinafter set forth, the Company and Executive agree as follows:
Clause type: confidentiality
Without the prior written consent of the Company, except to the extent required by an order of a court having competent jurisdiction or under subpoena from an appropriate government agency, the Executive shall comply with the Confidentiality Agreement he executed when hired, and shall not disclose any trade secrets, customer lists, drawings, designs, information regarding product development, marketing plans, sales plans, manufacturing plans, management organization information (including data and other information relating to members of the Board and management), operating policies or manuals, business plans, financial records or other financial, commercial, business or technical information relating to the Company or any of its subsidiaries or information designated as confidential or proprietary that the Company or any of its Subsidiaries may receive belonging to suppliers, customers or others who do business with the Company or any of its subsidiaries (collectively, "Confidential Information") to any third person unless such Confidential Information has been previously disclosed to the public by the Company or is in the public domain (other than by reason of Executive's breach of this Section 8).
Clause type: governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without giving effect to the conflicts of laws principles thereof.
Clause type: indemnification
(a) The Trust agrees to indemnify and hold harmless the Distributor, its affiliates and each of their respective directors, officers and employees and agents and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act (any of the Distributor, its officers, employees, agents and directors or such control persons, for purposes of this paragraph, a “Distributor Indemnitee”) against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith, collectively, “Losses”) arising out of or based upon (i) any claim that the Registration Statement, Prospectus, Statement of Additional Information, product description, shareholder reports, sales literature and advertisements specifically approved by the Trust and Adviser or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein (and in the case of the Prospectus, Statement of Additional Information and product description, in light of the circumstances under which they were made) not misleading under the 1933 Act, or any other statute or the common law; (ii) the breach by the Trust of any obligation, representation or warranty contained in this Agreement; or (iii) the Trust’s failure to comply in any material respect with applicable securities laws. The Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. The Trust will also not indemnify any Distributor Indemnitee with respect to any untrue statement or omission made in the Registration Statement, Prospectus, Statement of Additional Information or product description that is subsequently corrected in such document (or an amendment thereof or supplement thereto) if a copy of the Prospectus (or such amendment or supplement) was not sent or given to the person asserting any such loss, liability, claim, damage or expense at or before the written confirmation to such person in any case where such delivery is required by the 1933 Act and the Trust had notified the Distributor of the amendment or supplement pri...
Clause type: whereas
the Trustee, on behalf of the Trust, has agreed, on the terms and conditions contained herein, to purchase from the Depositor the Specified Mortgage Loans;
Clause type: interest
 11.1. The funds credited to the Client’s Account with the Company shall not bear interest.
Clause type: headings
All section headings contained in this Agreement are for convenience of reference only, do not form a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.
Clause type: investment-company-act
 Such Borrower is not an “investment company” registered or required to be registered under the Investment Company Act.
Clause type: definitions
In these Conditions, unless the context otherwise requires, the following defined terms shall have the meanings set out below:
Clause type: payment
 All payments of principal, interest, and other amounts to be made by Borrower under this Agreement and the other Loan Documents shall be made to Administrative Agent at its office in Atlanta, Georgia in Dollars and in funds which are or will be available for immediate use by Administrative Agent by 1:00 p.m., Atlanta, Georgia time on the day due, without setoff, deduction, or counterclaim. Payments made after 1:00 p.m., Atlanta, Georgia, time shall be deemed made on the Business Day next following. Administrative Agent shall pay to each Lender any payment of principal, interest, or other amount to which such Lender is entitled hereunder on the same day Administrative Agent shall have received the same from Borrower; provided such payment is received by Administrative Agent prior to 1:00 p.m., Atlanta, Georgia time, and otherwise before 1:00 p.m., Atlanta, Georgia time on the Business Day next following.
Clause type: headings
Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.
Clause type: payment
 Payment of the purchase price for, and delivery of certificates for, the Securities shall be made at the office of Ropes & Gray LLP, 45 Rockefeller Plaza, New York, New York 10111, or at such other place as shall be agreed upon by the Representative and the Company, at 9:00 A.M. (New York City time) on the third business day after the date hereof (unless postponed in accordance with the provisions of Section 11), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called the “Closing Time”). Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the nominee of The Depository Trust Company, for the account of the Initial Purchasers, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the Securities duly paid by the Issuers. It is understood that each Initial Purchaser has authorized the Representative to make payment of the purchase price for, the Securities it has agreed to purchase. Merrill Lynch, individually and not as Representative of the Initial Purchasers, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Initial Purchaser whose funds have not been received by the Closing Time, but such payment shall not relieve such Initial Purchaser from its obligations hereunder, subject to the other terms and conditions of this Agreement.
Clause type: headings
Any section or paragraph title or caption contained in this Agreement is for convenience only, and in no way defines, limits or describes the scope or intent of this Agreement or any of the provisions hereof.
Clause type: investments
 The Trustee, to the greatest extent permitted by applicable law, may, at its entire discretion, invest any monies or instruments received or held by it pursuant of this Deed or deposit same in a non-interest bearing account without having to comply with any legal provisions concerning the investment of property of others.