bhaskrr/legal-clauses huggingface dataset:
Clause type: capitalization
 The authorized capital stock of the Company consists of 5,000,000 shares of preferred stock (none of which is issued and outstanding) and 25,000,000 Shares. As of the date hereof, (i) 6,493,994 Shares are issued and outstanding, all of which are validly issued, fully paid and nonassessable, (ii) no Shares are held by the Subsidiaries or in the Company's treasury, and (iii) 994,502 Shares are reserved for issuance pursuant to stock options granted pursuant to the Company's Stock Option Plans or otherwise. Except as set forth in this Section 3.03 or Section 3.03 of the Disclosure Schedule, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Subsidiary (including, without limitation, any securities which are convertible into or exchangeable for Shares of capital stock of, or other equity interests in, the Company or any Subsidiaries). All Shares subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 3.03 of the Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any Shares or any capital stock of any Subsidiary or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary or any other person. Each outstanding share of capital stock of each Subsidiary is duly authorized, validly issued, fully paid and nonassessable and, except as set forth in Section 3.03 of the Disclosure Schedule, is owned free and clear of all liens and encumbrances.
Clause type: indemnification
THE BANKS SEVERALLY AGREE TO INDEMNIFY THE AGENT AND THE ISSUING BANK AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS (TO THE EXTENT NOT REIMBURSED BY THE BORROWER), ACCORDING TO THEIR RESPECTIVE PRO RATA SHARES FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES, OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST THE AGENT AND THE ISSUING BANK IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY ACTION TAKEN OR OMITTED BY THE AGENT OR THE ISSUING BANK UNDER THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT (INCLUDING THE AGENT'S AND THE ISSUING BANK'S OWN NEGLIGENCE), PROVIDED THAT NO BANK SHALL BE LIABLE FOR ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES, OR DISBURSEMENTS RESULTING FROM THE AGENT'S AND THE ISSUING BANK'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT LIMITATION OF THE FOREGOING, EACH BANK AGREES TO REIMBURSE THE AGENT PROMPTLY UPON DEMAND FOR ITS RATABLE SHARE OF ANY OUT-OF-POCKET EXPENSES (INCLUDING COUNSEL FEES) INCURRED BY THE AGENT IN CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION, MODIFICATION, AMENDMENT, OR ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL PROCEEDINGS, OR OTHERWISE) OF, OR LEGAL ADVICE IN RESPECT OF RIGHTS OR RESPONSIBILITIES UNDER, THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, TO THE EXTENT THAT THE AGENT IS NOT REIMBURSED FOR SUCH BY THE BORROWER.
Clause type: investment-company-act
 If such transfer is to be made to any Person who is not an Affiliate of the Trust, then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit E-1 hereto and a certificate from such Certificateholder’s prospective transferee substantially in the form attached as Exhibit E-2 hereto. None of the Trust, the Depositor, the Owner Trustee or the Certificate Registrar is obligated to register or qualify any Certificate under the Securities Act or any other securities laws or to take any action not otherwise required under this Agreement to permit the transfer of any Certificate or interest therein without registration or qualification. Any Certificateholder desiring to effect a transfer of a Certificate or an interest therein shall, and does hereby agree to, indemnify the Trust, the Depositor, the Owner Trustee and the Certificate Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
Clause type: representations
and Warranties. The representations and warranties of Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true and correct as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on the Closing Date (except that those representations and warranties which address matters only as of a particular date shall remain true and correct only as of such date), except where the failure of such representations or warranties to be true or correct would not have, individually or in the aggregate, a Material Adverse Effect on Company; provided, that the representations and warranties of Company in Sections 2.2, 2.3 and 2.4(a), (b)(i), (b)(ii) and (c) shall be true and correct in all material respects. It being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure Letter made or purported to have been made after the execution of this Agreement shall be disregarded. Parent shall have received a certificate with respect to the foregoing signed on behalf of Company by the Chief Executive Officer or Chief Financial Officer of Company.
Clause type: capitalization
 The authorized capital stock of FM consists of 1,000 shares of Common Stock, no par value each, of which 1,000 shares are issued and outstanding. There are no outstanding or authorized options, warrants, calls, subscriptions, rights (including any preemptive rights or rights of first refusal), agreements or commitments of any character obligating FM to issue any stock or any other Equity Securities of FM except for NONE. All issued and outstanding shares of FM's capital stock are duly authorized, validly issued, fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights.
Clause type: payment
 In the event that RE Advisers is liable for an Excess Operating Amount with respect to a Fund pursuant to Section 1.3, RE Advisers shall pay such Excess Operating Amount by first waiving or reducing (i) its Management Fee for such month, in the case of a Fund other than the Stock Index Fund, or (ii) its Administrative Fee for such month, in the case of the Stock Index Fund. In the event the Excess Operating Amount exceeds the amount of the Management Fee or Administrative Fee for the month, as applicable, RE Advisers, in addition to waiving its entire Management Fee or Administrative Fee for such month, shall also assume as its own expense and reimburse the Fund for the difference between the Excess Operating Amount and the Management Fee or Administrative Fee.
Clause type: ownership_of_shares
 Each Shareholder represents and warrants that it is the record holder of the number of shares of Preferred Stock, Common Stock and warrants to purchase shares of Common Stock listed under such Shareholders’ name on the signature page hereto (the shares of Preferred Stock and Common Stock listed on the signature page, together with shares of Preferred Stock the Investor may acquire under the Securities Purchase Agreement and the shares that the Shareholder may acquire after the date hereof upon the conversion of the Preferred Stock or the exercise of the warrants listed on the signature page, are herein referred to as such Shareholders’ “Shares”). Each Shareholder represents and warrants that it currently has, and will throughout the term of the Agreement have sole voting power and sole power of disposition over his/its Shares, with no restrictions on the voting rights, rights of disposition or otherwise, subject to applicable laws and the terms of this Shareholder Agreement.
Clause type: compensation
 The Board, by affirmative vote of a majority of directors in office and irrespective of any personal interest of any of them, may establish reasonable compensation of directors for services to the Company as directors or officers. V.
Clause type: severability
If any one or more provisions in this Sub-Advisory Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not effect any other provision of this Sub-Advisory Agreement, but this Sub-Advisory Agreement shall be construed so as to effectuate the intent of the parties hereto as nearly as possible without giving effect to such invalid, illegal or unenforceable provision had never been contained herein.
Clause type: definitions
Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement.
Clause type: investment-company-act
 Except for those Subsidiaries ----------------------- specified on Schedule III hereto, neither the Company nor any of its Subsidiaries 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: ownership_of_shares
 Warburg is the beneficial owner, and has sole power to vote and dispose, of 12,717,000 shares of Common Stock, par value $.01 per share ("Company Common Stock"), of the Company (such shares shall constitute the "Shares"). On the date hereof, the Shares constitute all of the outstanding shares of Company Common Stock owned of record or beneficially by Warburg.
Clause type: definitions
Capitalized terms used in this Agreement shall have the meanings set forth in this Article I, or elsewhere in this Agreement. As used herein, words imparting the singular include the plural and vice versa.
Clause type: grant_of_option
 In consideration of the Optionee’s services to the Company and for other good and valuable consideration, effective as of March 3, 2004 (the “Date of Grant”), the Company irrevocably grants to the Optionee the option to purchase any part or all of an aggregate of 50,000 shares of Class A Common Stock upon the terms and conditions set forth in this Agreement.
Clause type: notices
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows: Horizon Acquisition Corporation 600 Steamboat Road, Suite 200 Greenwich, CT 06830 Attention: Chief Executive Officer with a copy to: Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Attention: Christian O. Nagler Wayne E. Williams Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows: Continental Stock Transfer & Trust Company One State Street, 30th Floor New York, NY 10004 Attention: Compliance Department
Clause type: loans
 SECTION 2.1. LOAN AMOUNT. Subject to the terms and conditions of this Agreement, on the Closing Date, the Lender agrees: (A) to make loans in the aggregate to the Borrower on a revolving basis (such loans being herein called individually a “Revolving Loan” and collectively the “Revolving Loans”) from time to time in such amounts as the Borrower may from time to time request plus have outstanding Approvals from time to time up to the lesser of (i) the Maximum Credit Amount; or (ii) the Borrowing Base (the lesser of (i) or (ii) shall be referred to as the “Line of Credit”) at any time; provided, however, that (1) Eligible Inventory shall be valued at the lower of cost or market value using the first in, first out method of inventory accounting; and (2) each borrowing by Borrower hereunder with respect to any Revolving Loan shall be in the aggregate principal amount of at least $5,000.00; and (3) repayments from time to time of the Line of Credit shall be available to be reborrowed pursuant to the terms and conditions of this Agreement; and (4) if the Revolving Loans plus outstanding Approvals outstanding at any time or from time to time exceeds the advance limitations described above, Borrower shall pay (I) within three (3) Business Days if Lender modifies the Borrowing Base and/or what constitutes Eligible Accounts Receivable, Eligible Inventory and/or Eligible Vendor Repurchase Inventory in a manner that reduces Borrower’s availability under the Borrowing Base; or (II) in all circumstances other than described in subclause (I) of this clause (4) on demand to the Lender such amount necessary to eliminate such excess; and (5) the Lender’s commitment to make Revolving Loans and issue Approvals shall remain in effect for a period to and including the Termination Date; and (6) notwithstanding anything else contained in this Agreement, (I) subject to the proviso at the end of this subclause (I), upon the occurrence and continuance of any Event of Default or any event which would, with the giving of notice, the passage of time, or both, result in an Event of Default, and in every such event, the Lender may, in its commercially reasonable discretion, immediately cease to make Revolving Loans and issue Approvals; provided, further, that so long as the only Event of Default that exists or would exist with the giving of notice, the passage of time, or both, is the Event of Default set forth in Section 7.1(M) of this Agreement, for a period of thirty (30) days commenc...
Clause type: loans
 Unless the Board shall otherwise determine, the Chairman of the Board, the Chief Executive Officer, the Vice Chairman of the Board, the President, the Chief Financial Officer or any Executive Vice President may effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, but no officer or officers shall mortgage, pledge, hypothecate or transfer any securities or other property of the Corporation other than in connection with the purchase of chattels for use in the Corporation's operations, except when authorized by the Board.
Clause type: compensation
 For the services provided and the expenses assumed pursuant to this Agreement with respect to each Series, the Trust will pay the Adviser, effective from the date of this Agreement, a fee which is computed daily and paid monthly from each Series’ assets at the annual rates as percentages of that Series’ average daily net assets as set forth in the attached Schedule A, which Schedule can be modified from time to time to reflect changes in annual rates or the addition or deletion of a Series from the terms of this Agreement, subject to appropriate approvals required by the 1940 Act. If this Agreement becomes effective or terminates with respect to any Series before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such period bears to the full month in which such effectiveness or termination occurs.
Clause type: severability
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that notwithstanding anything in this Agreement to the contrary, if any such term, provision, covenant or restriction is held by such court or authority to be invalid, void or unenforceable and the Board of Directors of the Company determines in its good faith judgment that severing the invalid language from this Agreement would adversely affect the purpose or effect of this Agreement, the right of redemption set forth in Section 23 hereof shall be reinstated and shall not expire until the close of business on the tenth Business Day following the date of such determination by the Board of Directors. Without limiting the foregoing, if any provision requiring a specific group of Directors of the Company to act is held to by any court of competent jurisdiction or other authority to be invalid, void or unenforceable, such determination shall then be made by the Board of Directors of the Company in accordance with applicable law and the Company's Restated Certificate of Incorporation and By-laws.
Clause type: shares
 The Seller holds of record and owns the Shares free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. The Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could require the Seller to sell, transfer, or otherwise dispose of the Shares (other than this Agreement). The Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of the Shares. Upon transfer of the Shares in accordance with the terms of this Agreement, Buyer shall acquire good, valid and marketable title to the Shares, free and clear of any Security Interests.
Clause type: payment
 Any Credit Party shall default in the payment (i) when due of any principal of any of the Loans or any reimbursement obligation arising from drawings under Letters of Credit or (ii) within three Business Days of when due of any interest on the Loans or any fees or other amounts owing hereunder, under any of the other Credit Documents or in connection herewith.
Clause type: ownership_of_shares
 (a) Such Seller is the sole record and beneficial owner of the Purchased Shares and the Subsequent Purchase Shares. Such Seller has good title to all such Purchased Shares and Subsequent Purchase Shares, free and clear of all Liens (other than any transfer restrictions imposed by federal and state securities laws) and, upon the transfer to Purchaser in compliance with the provisions of this Agreement, such Purchased Shares and Subsequent Purchase Shares shall be free and clear of all Liens, other than any Lien created by or arising as a direct result of the Investor Agreement or actions of Purchaser.
Clause type: base-salary
 During the period of employment hereunder, the Company shall pay Employee an annual salary (as increased by the Company from time to time in its sole discretion, “Base Salary”), which currently is $193,800.00 per year, subject to applicable federal and state income and social security tax withholding requirements. The Base Salary shall be payable in accordance with the Company’s customary payroll practices.
Clause type: headings
Sections and paragraph heading used in this Agreement have been inserted for convenience of reference only, do not constitute a part of this Agreement and shall not affect the construction of this Agreement.
Clause type: interest
 Hard Rock Hotel, Inc., a Nevada corporation (the "COMPANY"), promises to pay interest at the rate of 9 1/4% PER ANNUM on the principal amount of this Security semi-annually in arrears on each Interest Payment Date referred to on the face hereof commencing on October 1, 1998, until the principal hereof is paid or made available for payment. Interest on the Securities will accrue from and including the most recent date to which interest has been paid or duly provided for, or if no interest has been paid or duly provided for, from and including March 23, 1998, through but excluding the date on which the principal hereof is paid or made available for payment. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
Clause type: whereas
the Sub-Advisor and its subsidiaries and other affiliated persons have personnel in various locations throughout the world and have been formed in part for the purpose of researching and compiling information and recommendations with respect to the economies of various countries, and securities of issuers located in such countries, and providing investment advisory services in connection therewith;
Clause type: termination
This Agreement may be terminated at any time prior to the Effective Time (with respect to Section 8.1(b) through Section 8.1(d), by written notice by the terminating party to the other party):
Clause type: payment
 Interest shall be payable, (i) in the case of Base Rate Loans, quarterly in arrears on each Interest Payment Date, (ii) in the case of Eurodollar Rate Loans, on the last day of each applicable Interest Period (and, if an Interest Period is longer than three months, at intervals of three months after the first day of such Interest Period), (iii) in the case of any Loan, when such Loan shall be due (whether at maturity, by reason of notice of prepayment or acceleration or otherwise) or converted, but only to the extent then accrued on the amount then so due or converted, and (iv) in the case of all other amounts due and payable under the Loan Documents, on demand. Interest at the Post-Default Rate shall be payable on demand.
Clause type: investment-company-act
 5 Maturity. . . . . . . . . . . . . . . . . . . . . . . . . . 5
Clause type: entire
Agreement. This instrument contains the entire agreement of the parties with respect to the relationship between Executive and Employer and supersedes all prior agreements and understandings, and there are no other representations or agreements other than as stated in this Agreement related to the terms and conditions of Executive’s employment. This Agreement may be changed only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought, and any such modification will be signed by an authorized representative of Employer.