bhaskrr/legal-clauses huggingface dataset:
Clause type: investment-company-act
 No Loan Party is required to register as an “investment company” as defined in the Investment Company Act of 1940, as amended.
Clause type: investment-company-act
 Neither the Borrower nor any of its Subsidiaries is (a) an “investment company” or is “controlled” by an “investment company”, as such terms are defined in, or subject to regulation under, the Investment Company Act of 1940, as amended and in effect from time to time, or (b) otherwise subject to any other regulatory scheme limiting its ability to incur debt or requiring any approval or consent from, or registration or filing with, any Governmental Authority in connection therewith.
Clause type: conversion_of_shares
 At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subsidiary, the Company or the holders of any shares of Company Stock or any shares of capital stock of Parent or Merger Subsidiary:
Clause type: investment-company-act
 None of the Borrower or any of its Subsidiaries is an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the United States Investment Company Act of 1940, as amended (the "Investment Company Act"); none of the Borrower or any of its Subsidiaries is or, after giving effect to the transactions contemplated by this Agreement, the other Revolving Loan Documents and the Major Project Documents, will be an "investment company" as defined in the Investment Company Act of 1940.
Clause type: loans
 Make advances, loans or extensions of credit to any Person, including without limitation, any Parent, Subsidiary or Affiliate except with respect to (a) the extension of commercial trade credit in connection with the sale of Inventory in the ordinary course of its business and (b) loans advanced to its employees in the ordinary course of business not to exceed the aggregate amount of $1,000,000 at any time outstanding, (c) loans advanced by one Borrower to another Borrower, and (d) advances made by a Borrower to RP&F, provided however, advances to RP&F shall be limited to the amounts permitted in Section 7.1(b) plus an additional amount not in excess of $250,000 in the aggregate at any one time outstanding."
Clause type: insurance
(a) Keep all of its insurable properties now or hereafter owned adequately insured at all times against loss or damage by fire or other casualty to the extent customary with respect to like properties of companies conducting similar businesses; maintain public liability, business interruption, liability and workers' compensation insurance and insurance against claims of libel and defamation and copyright and other proprietary right infringement, maintain insurance with respect to its printing and other production facilities and related equipment in an amount equal to the full replacement cost thereof, in each case insuring such Company to the extent customary (and as permitted under applicable law) with respect to companies conducting similar businesses, all by financially sound and reputable insurers and furnish to the Agent satisfactory evidence of the same (including certification by an Authorized Officer of timely renewal of, and timely payment of all insurance premiums payable under, all such policies, which certification shall be included in the next succeeding Compliance Report delivered pursuant to SECTION 6.05); notify the Agent of any material change in the insurance maintained on its properties after the date hereof and furnish each of the Lenders satisfactory evidence of any such change; provide that each insurance policy pertaining to any of its insurable properties shall: (i) name the Agent, on behalf of the Lenders, as loss payee pursuant to a so-called "standard mortgagee clause" or "Lender's loss payable endorsement", or as additional insured (as appropriate), (ii) provide that no action of any Company shall void such policy as to the Agent or the Lenders, and (iii) provide that the insurer(s) shall notify the Agent of any proposed cancellation of such policy at least thirty (30) days in advance thereof (unless such proposed cancellation arises by reason of non-payment of insurance premiums in which case such notice shall be given at least ten (10) days in advance thereof) and that the Agent or the Lenders will have the opportunity to correct any deficiencies justifying such proposed cancellation.
Clause type: governing
Law. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.
Clause type: payment
 Concurrently with the execution hereof, Tenant shall pay Landlord Base Rent for the first calendar month of the Lease Term. Thereafter the Base Rent described in Section 1.07, as adjusted in accordance with Section 4.02, shall be payable in advance on the first day of each calendar month. If the Commencement Date is other than the first day of a calendar month, the prepaid Base Rent for such partial month shall be prorated in the proportion that the number of days this Lease is in effect during such partial month bears to the total number of days in the calendar month. All Rent, and all other amounts payable to Landlord by Tenant pursuant to the provisions of this Lease, shall be paid to Landlord, without notice, demand, abatement, deduction or offset, in lawful money of the United States at Landlord's office in the Complex or to such other person or at such other place as Landlord may designate from time to time by written notice given to Tenant. No payment by Tenant or receipt by Landlord of a lesser amount than the correct Rent due hereunder shall be deemed to be other than a payment on account; nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed to effect or evidence an accord and satisfaction; and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance or pursue any other remedy in this Lease or at law or in equity provided.
Clause type: payment
 Unless converted into the Company’s equity securities pursuant to the terms hereof, payment shall be made in lawful tender of the United States.
Clause type: compensation
 During the Employment Period, subject to all the terms and conditions of this Employment Agreement and, except as otherwise provided in Sections 9 or 10, as the case may be, as compensation for all services to be rendered by Employee under this Employment Agreement, the Company shall pay to or provide Employee with the following:
Clause type: confidentiality
The Consultant acknowledges that during the engagement she will have access to, make use of, acquire, create, develop or add to certain confidential and/or proprietary information regarding the Company, UTi Worldwide Inc. and its subsidiaries (collectively, the "UTi Group") and their businesses and affiliates (whether in existence prior to, as of or after the date hereof, collectively, "Proprietary Information"), which Proprietary Information shall include without limitation, all of the following materials and information (whether reduced to writing, whether marked as "confidential," and whether patentable or protected by copyright): various trade secrets, inventions, innovations, processes, information, programs, records, manuals, technical data and information, "know-how," customer-tailored solutions, confidential reports and communications, marketing methods, product sales or cost information, new product ideas or improvements, other consulting products and processes, research and development programs, identities or lists of suppliers, vendors, and/or customers, financial information and financial projections or any other proprietary or confidential information relating to the UTi Group and its business and specifications owned or licensed by the Company and/or used by the Company in connection with the operations of its business. The Consultant agrees that she shall not disclose any of the aforesaid Proprietary Information, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Company. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Company, whether prepared by the Consultant or the Company, or otherwise coming into her possession, shall remain the exclusive property of the Company. The Consultant shall not retain any copies of the foregoing without the Company's prior written permission. Upon the expiration of this Agreement, or whenever requested by the Company, the Consultant shall immediately deliver to the Company all such files, records, documents specifications, information, and other items in her possession or under his control.
Clause type: board
 On or before the Closing, Acquiror shall obtain letters of resignation from Andrew J. Kacic, John W. Shaffer and Raymond J. Bills, constituting all of the members of its board of directors, and take all necessary corporation action, including amending Acquiror's bylaws if necessary, to appoint Tim Dean-Smith and Susan Walton (the "MAILKEY DESIGNEES") to serve as the directors of Acquiror, all to be effective at 12:00 noon eastern standard time on the first Business Day after the Closing. Acquiror shall comply with and immediately take all actions, if any, required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 5.13, including mailing to its shareholders the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable the MailKey Designees to be appointed to the Acquiror's Board of Directors (the "Information Statement"). MailKey will supply the Acquiror with all information with respect to, and be solely responsible for all information with respect to, MailKey, the MailKey Designees and its officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1. MailKey shall assume and be responsible for paying all reasonable costs associated with the preparation of the Information Statement, the filing of the Information Statement with the SEC, the distribution of the Information Statement to the shareholders of Acquiror, and any and all other reasonable costs associated with the fulfillment of Acquiror's obligations under Section 14(f) and Rule 14f-1 as they relate to the actions described in this Section 5.13.
Clause type: counterparts
This Agreement may be executed simultaneously in two or more separate counterparts, any one of which need not contain the signatures of more than one party, but each of which shall be an original and all of which together shall constitute one and the same agreement binding on all the parties hereto.
Clause type: investment-company-act
 No Borrower is an "investment company" under the Investment Company Act of 1940.
Clause type: investments
 No Borrower will, and will permit any of its Subsidiaries to, make or permit to exist any Investment in any other Person, except:
Clause type: payment
 Consultant shall be paid, in accordance with section IV: (check one)
Clause type: payment
 Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Thacher Proffitt & Wood LLP, 1700 Pennsylvania Avenue, NW, Suite 800, Washington D.C. 20006, or at such other place as shall be agreed upon by the Representative and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), 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 “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Delivery of the Initial Securities and the Option Securities, if any, shall be made to the Underwriters against payment by the Underwriters of the aggregate purchase price of the Initial Securities and Option Securities, if any, being sold by the Company by wire transfer of immediately available funds to the accounts specified by the Company. The Company shall deliver the Initial Securities and Option Securities, if any, through the facilities of the Depository Trust Company (the “DTC”) unless the Underwriters shall otherwise instruct. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Keefe Bruyette, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.
Clause type: confidentiality
While Executive is employed by the Company, and thereafter, Executive shall not directly or indirectly disclose or make available to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, any Confidential Information (as defined below). Upon termination of Executive’s employment with the Company, all Confidential Information in Executive’s possession that is in written or other tangible form (together with all copies or duplicates thereof, including computer files) shall be returned to the Company and shall not be retained by Executive or furnished to any third party, in any form except as provided herein; provided, however, that Executive shall not be obligated to treat as confidential, or return to the Company copies of any Confidential Information that (i) was publicly known at the time of disclosure to Executive, (ii) becomes publicly known or available thereafter other than by any means in violation of this Agreement or any other duty owed to the Company by any person or entity, or (iii) is lawfully disclosed to Executive by a third party. For purposes of this Agreement, the term “Confidential Information” shall mean information disclosed to Executive or known by Executive as a consequence of or through his or her relationship with the Company, about the customers, employees, business methods, public relations methods, organization, procedures or finances, including, without limitation, information of or relating to customer lists, of the Company and its affiliates. In addition, Executive shall continue to be subject to the Proprietary Information and Inventions Assignment Agreement entered into between Executive and the Company (the “Confidential Information Agreement”).
Clause type: entire
Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with the Company or its subsidiaries (or any predecessor of either).
Clause type: loans
 United will request in writing and obtain FNB’s prior approval for each new extension of credit (including the issuance of unfunded commitments) or modification of existing credit that it or Alamance Bank proposes to make within the following categories: (i) loan participations, (ii) loans for real estate acquisition and development purposes, (iii) non-residential construction loans exceeding $300,000 in principal amount, (iv) revolving lines of credit to residential builders, (v) loans to borrowers domiciled, or loans secured by real estate located, outside of Alamance and Orange Counties, North Carolina, (vi) loans to Insiders, as defined in Regulation O of the Federal Reserve Board and (vii) standby letters of credit exceeding $25,000 in amount; provided, however, that if FNB does not object to a written request for approval within two business days after receipt, the request shall be deemed approved. Neither United nor any subsidiary will enter into any form of indirect lending. Additionally, United will make available and provide to FNB the following information with respect to its and Alamance Bank’s loans and other extensions of credit (such assets herein referred to as “Loans”) as of March 31, 2005 and as of the end of each month thereafter until the Effective Time, such information for each month to be in form and substance as is usual and customary in the conduct of its business and to be furnished within 25 days of the end of each month ending after the date hereof, except as otherwise provided:
Clause type: loans
 The initial Gross Asset Value of any loan shall be equal to its par value plus accrued interest, if any;
Clause type: loans
 (a) The Seller is the sole owner of each of the Loans, having good title thereto, with no participation therein having been sold; none of the Loans is pledged to a third party; the principal balance and amount of accrued but unpaid interest and fees of each of the Loans as shown on the Seller's books and records as of the close of business on the day immediately preceding the Closing Date will be true and correct; and each of the Loans (and all notes, other evidences of indebtedness, mortgages, loan agreements and security agreements associated therewith) are transferred to the Purchaser hereunder without recourse and without any representations or warranties as to the collectibility of the Loans, the value of the collateral securing the Loans or the creditworthiness of any Obligors (as hereinafter defined) of any Loans.
Clause type: base-salary
 During the Term (as defined in Section 5 hereof), the Company shall pay Executive a base salary (the “Base Salary”), payable in equal biweekly installments, according to the Bank’s normal payroll practices, at an annual rate of Five Hundred Thousand dollars ($500,000), less all applicable federal, state and/or local taxes and all other authorized payroll deductions. Thereafter, Executive’s Base Salary will be subject to an approximately annual review, and increases (but not reductions, except for reductions made to the Company’s executives generally) may be made to Executive’s Base Salary at any time based upon the review by Parent’s Board of Directors (“Board”) of Executive’s performance and the performance of the Company.
Clause type: investments
 Make or permit to exist any Investment in any Person, except for:
Clause type: representations
and Warranties. Each Borrower represents and warrants to the Lenders that:
Clause type: miscellaneous
This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. This Warrant shall be construed and enforced in accordance with and governed by the laws of the State of New York. The section headings in this Warrant are for purposes of convenience only and shall not constitute a part hereof. When used herein, the term “Reasonable Best Efforts” means, with respect to the applicable obligation of the Company, reasonable best efforts for similarly situated, publicly-traded companies.
Clause type: ownership_of_shares
 Such Shareholder owns of record and beneficially the number of Shares set forth opposite the name of such Shareholder on Exhibit "A" hereto, and has, and at all times prior to and as of the Closing such Shareholder will have, good and marketable title to such Shares free and clear of all Liens.
Clause type: investment-company-act
 None of Borrower, any of the Guarantors or any of the Non-Guarantors 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: headings
Headings used in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement.
Clause type: taxes
 (a) Seller has filed or cause to be filed on a timely basis all Tax returns and any other filings in respect of Taxes that are or were required to be filed by or with respect to it during the period that Seller owned or reported the income of the Business, either separately or as a member of a group of corporations, with respect to taxable periods (or any portion thereof) ending on or prior to the Closing Date pursuant to applicable legal requirements; (ii) all such Tax returns and other filings were correct and complete in all material respects; (iii) Seller has paid, or made provision for payment of, all Taxes that have or may have become due pursuant to those Tax returns and other filings, or pursuant to any assessment received by Seller or its business and any other Taxes due and payable by it for all tax periods (or any portion thereof) ending on or prior to the Closing Date; (iv) no claim has ever been made by an authority in a jurisdiction where Seller does not file Tax returns that it is or may be subject to taxation by that jurisdiction; and (v) there are no Liens for Taxes upon the Acquisition Assets.
Clause type: investments
 The Company shall not make any investments other than investments in cash equivalents, except in the ordinary course consistent with past practice or as otherwise approved by the Board of Directors and the Purchasers holding at least a majority of the outstanding aggregate principal amount of the Notes issued pursuant to this Agreement.
Clause type: indemnification
(a) In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless the Purchaser, and its officers, directors and each other person, if any, who controls the Purchaser within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Purchaser, or such persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, any preliminary Prospectus or final Prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Purchaser, and each such person for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by or on behalf of the Purchaser or any such person in writing specifically for use in any such document.
Clause type: now
THEREFORE in consideration of the premises and the mutual promises and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: