bhaskrr/legal-clauses huggingface dataset:
Clause type: payment
 The City shall pay to the Contractor, in full and complete payment for all performance of the Contract, in current funds. The estimated sum of $12,777.00 (twelve thousand seven hundred and seventy seven dollars and zero cents) defined as the contract price, and computed from the Contractors Bid included herein. Variance from the estimated plan quantities will be done by change order for any additions or deletions to the contract as determined by the work and approved by the West Lafayette Board of Public Works and Safety. Said contract price shall be paid to the Contractor in installments in the manner provided in, and under conditions of, the General Conditions. If litigation is commenced to enforce any term of this contract, the prevailing party is entitled to receive litigation costs including reasonable attorney fees.
Clause type: employee_benefits
 Except as disclosed in the Reports, the Company does not sponsor or otherwise maintain a "pension plan" within the meaning of Section 3(2) of ERISA or any other retirement plan other than the Company Profit Sharing and 401(k) Plan and Trust that is intended to qualify under Section 401 of the Code, nor do any unfunded liabilities exist with respect to any employee benefit plan, past or present. No employee benefit plan, any trust created thereunder or any trustee or administrator thereof has engaged in a "prohibited transaction," as defined in Section 4975 of the Code, which may have a Material Adverse Effect.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.
Clause type: now
THEREFORE in consideration of the foregoing recitals and the covenants set forth herein, the parties hereto hereby agree as follows:
Clause type: investments
 Make or hold any Investments, except, subject to the provisions of the last paragraph of Section 9.14:
Clause type: ownership_of_shares
 On the date hereof the Shares are, and on the date of the Closing all Shares owned by the Stockholders on such date will be, owned of record or beneficially by the Stockholders, free and clear of all liens, charges, encumbrances, voting agreements or commitments of any kind, and constitute, and will constitute, all of the shares of Common Stock or preferred stock of Toy Biz owned of record or beneficially by the Stockholders. The Stockholders do not have any options, warrants or rights to purchase or acquire, any additional shares of Common Stock or preferred stock of Toy Biz.
Clause type: financing
 Buyer shall have available, on commercially reasonable terms reasonably satisfactory to Buyer, debt financing sufficient to finance the cash portion of the Purchase Price and the cash portion of the purchase price being paid by Buyer pursuant to each of the Consolidation Transactions, and to provide Buyer with adequate working capital following the transactions contemplated hereby and the Consolidation Transactions.
Clause type: representations
and Warranties. When the Borrower signs this Agreement, and until the Bank is repaid in full, the Borrower makes the following representations and warranties. Each request for an extension of credit constitutes a renewed representation:
Clause type: compensation
 In consideration for all services to be performed under this Agreement, Employee shall receive the following compensation:
Clause type: investments
 Holdings shall not have outstanding or acquire any Investment in any Person other than Investments in Capital Stock of the Borrower and Cash Equivalents.
Clause type: definitions
Unless otherwise provided herein, terms used herein that are defined in the Plan and not defined herein shall have the meanings attributed thereto in the Plan.
Clause type: interest
 The principal balance outstanding from time to time under this Secured Promissory Note (this “Note”), shall bear interest from and after the date hereof at the rate of 2.0% per year. Interest shall be calculated on a simple interest basis and the number of days elapsed during the period for which interest is being calculated. Payments of interest will be due on each annual anniversary of the date of this Note; provided that Borrower will not be in default hereunder for failure to make any annual interest payment when due (other than on the Maturity Date) and the amount of interest not paid when due shall be added to the principal balance of this Note and such amount will thereafter accrue interest at the rate set forth above.
Clause type: entire
Agreement. This Agreement, together with the Schedules and Exhibit hereto and any documents, instruments and writings that are delivered pursuant hereto, constitutes the entire agreement among the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, among the parties hereto with respect to the subject matter of this Agreement.
Clause type: entire
Agreement. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.
Clause type: now
THEREFORE in consideration of the mutual promises herein contained and intending to be legally bound, the parties hereby agree as follows:
Clause type: loans
 Subject to the terms and conditions set forth herein, (I) each Lender under the Letter of Credit Tranche agrees to make Loans and (II) each Lender under the Revolving Credit Tranche agrees to make Loans, in each case, to an Account Party from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender's outstanding Loans exceeding such Lender's Applicable Percentage of the Aggregate Maximum Loan Amount, (ii) such Lender's Credit Exposures (excluding any Alternative Currency LC Exposure) exceeding such Lender's respective Commitment, (iii) the aggregate Credit Exposures of all Lenders under the Letter of Credit Tranche exceeding the aggregate Letter of Credit Commitments of all Lenders, (iv) the aggregate outstanding principal amount of the Loans under the Letter of Credit Tranche exceeding the RC Sublimit, (v) the aggregate outstanding principal amount of the Loans under the Revolving Credit Tranche exceeding the total Revolving Credit Commitments or (vi) the sum of (A) the aggregate outstanding principal amount of the Loans and (B) the aggregate outstanding principal amount of the Loans under (and as defined in) the Other Credit Agreement exceeding the Aggregate Maximum Loan Amount. Loans may be made, or be outstanding, to more than one of the Account Parties at any time. Within the foregoing limits and subject to the terms and conditions set forth herein, the Account Parties may borrow, prepay and reborrow Loans under the Tranches.
Clause type: representations
and Warranties. (i) The representations and warranties of Aytu and Merger Sub (other than in Section 4.01(a), Section 4.02, Section 4.03(a), Section 4.03(b), Section 4.03(d), Section 4.06, Section 4.08, Section 4.08, Section 4.10 and Section 4.10) set forth in ARTICLE IV of this Agreement shall be true and correct in all respects (without giving effect to any limitation indicated by the words "Aytu Material Adverse Effect," "in all material respects," "in any material respect," "material," or "materially") when made and as of immediately prior to the Effective Time, as if made at and as of such time (except those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of that date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, an Aytu Material Adverse Effect; (ii) the representations and warranties of Aytu and Merger Sub contained in Section 4.02 will be true and correct (other than de minimis inaccuracies) when made and as of immediately prior to the Effective Time, as if made at and as of such time (except those representations and warranties that address matters only as of a particular date, which shall be true and correct in all material respects as of that date); and (iii) the representations and warranties contained in Section 4.01(a), Section 4.03(a), Section 4.03(b), Section 4.03(d), Section 4.06, Section 4.08, Section 4.08, Section 4.10 and Section 4.10 shall be true and correct in all respects when made and as of immediately prior to the Effective Time, as if made at and as of such time (except those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of that date).
Clause type: insurance
All insurance maintained by the Loan Parties is in full force and effect, all premiums have been duly paid, no Loan Party has received notice of violation or cancellation thereof, and there exists no default under any requirement of such insurance. Each Loan Party maintains insurance with financially sound and reputable insurance companies on all its property in at least such amounts and against at least such risks (but including in any event public liability, product liability, and business interruption) as are usually insured against in the same general area by companies engaged in the same or a similar business.
Clause type: board
 The Board of Directors of the COMPANY shall be comprised of at least 7 (seven) members and a maximum of 9 (nine) members, one of whom will be the Chairman, elected for a mandate of one 01 (one) year, who may be reelected.”
Clause type: investment-company-act
 None of Holdings, CGI Borrower, or any Restricted Subsidiary is required to be registered as an “investment company” under the Investment Company Act of 1940.
Clause type: financing
 The Buyer hereby gives assurances it has enough financial means, i.e. ensured credit lines, to effect payment of the purchase price, investments, and other transactions envisaged in this Agreement, including but not limiting to the execution of the intended activities. The statement of funds from the Buyer is given in Annex 10.
Clause type: counterparts
This Agreement may be executed in two or more ------------ counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.
Clause type: ownership_of_shares
 THE OWNERSHIP OF SHARES SHALL BE RECORDED ON THE BOOKS OF THE TRUST KEPT BY THE TRUST OR BY A TRANSFER OR SIMILAR AGENT FOR THE TRUST, WHICH BOOKS SHALL BE MAINTAINED SEPARATELY FOR THE SHARES OF EACH SERIES AND CLASS THEREOF THAT HAS BEEN ESTABLISHED AND DESIGNATED. NO CERTIFICATES CERTIFYING THE OWNERSHIP OF SHARES SHALL BE ISSUED EXCEPT AS THE BOARD OF TRUSTEES MAY OTHERWISE DETERMINE FROM TIME TO TIME. THE BOARD OF TRUSTEES MAY MAKE SUCH RULES NOT INCONSISTENT WITH THE PROVISIONS OF THE 1940 ACT AS IT CONSIDERS APPROPRIATE FOR THE ISSUANCE OF SHARE CERTIFICATES, THE TRANSFER OF SHARES OF EACH SERIES OR CLASS AND SIMILAR MATTERS. THE RECORD BOOKS OF THE TRUST AS KEPT BY THE TRUST OR ANY TRANSFER OR SIMILAR AGENT, AS THE CASE MAY BE, SHALL BE CONCLUSIVE AS TO WHO ARE THE SHAREHOLDERS OF EACH SERIES OR CLASS THEREOF AND AS TO THE NUMBER OF SHARES OF EACH SERIES OR CLASS THEREOF HELD FROM TIME TO TIME BY EACH SUCH SHAREHOLDER.
Clause type: miscellaneous
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by You and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior subsequent time.
Clause type: taxes
 The Company may require payment or reimbursement of or may withhold any minimum tax that it believes is required as a result of the grant or exercise of the Option, and the Company may defer making delivery with respect to Shares or cash payable hereunder or otherwise until arrangements satisfactory to the Company have been made with respect to such withholding obligations.
Clause type: payment
 Beginning on the Commencement Date, Landlord shall supply Tenant with written notice of Landlord’s estimate of the Operating Expenses that will be incurred or accrued during the current calendar year (the “Deposit Year”). On or before the first day of each month during such Deposit Year, Tenant shall pay to Landlord one-twelfth of Tenant’s Proportionate share of the estimated amount. If the monthly deposit amount is not determined in time for Tenant to make the first payment on January 1 of the Deposit Year, then the first monthly payment shall be due on the first day of the month immediately following the date Landlord supplies Tenant with notice of the amount and the first monthly payment(s) shall also include a payment equal to one-twelfth of such additional sum multiplied by the number of calendar months which have elapsed during the Deposit Year prior to the date Tenant makes its first payment. If the total of the estimated payments made by Tenant during the Deposit Year are less than Tenant’s obligation under this Lease for Operating Costs for the Deposit Year, then Tenant, within thirty (30) days of the billing therefor, shall pay the deficiency to Landlord. If the total of the Tenant’s estimated payments for the Deposit Year exceed Tenant’s obligation for excess Operating Costs for such year, then the surplus shall be handled in the manner provided in the second to last sentence of Section 5.02(c).
Clause type: severability
When possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under law, but if any provision of this Agreement is held to be prohibited by or invalid under law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement. The Parties shall make a good faith effort to replace the invalid or unenforceable provision with a valid one which in its economic effect is most consistent with the invalid or unenforceable provision.
Clause type: payment_terms
 Client shall pay the fees set forth in the Quote (“Pricing”). If Client exceeds the usage levels specified in the Quote (if applicable), then Everbridge may invoice Client for any overages at the rates set forth in the applicable Quote. Everbridge shall invoice Client annually in advance. All payments shall be made within thirty (30) days from date of invoice, after which interest shall accrue at a rate of one and one-half percent (1.5%) per month or the highest rate allowed by applicable law, whichever is lower. Such interest shall be in addition to any other rights and remedies of Everbridge. Unless otherwise provided, Pricing does not include any local, state, federal or foreign taxes, levies or duties of any nature, all of which Client is responsible for paying, except for those relating to Everbridge’s net income or property. If Everbridge is legally obligated to collect or pay taxes for which Client is responsible, the appropriate amount shall be invoiced to and paid by Client, unless Client provides a valid tax exemption certificate.
Clause type: loans
 (a) Each Lender severally agrees to make a term loan (each a “Term Loan” and collectively, the “Term Loans”) to the Borrower in an amount equal to such Lender’s Term Loan Commitment, which loans shall be disbursed in a single advance on the Closing Date in a principal amount equal to 99.0% of such Lender’s Term Loan Commitment; provided that for the avoidance of doubt, the principal amount of each Term Loan made hereunder shall be an amount equal to 100% of each Lender’s Term Loan Commitment.
Clause type: headings
The headings of articles and sections in this Deposit Agreement and in the form of the Receipt set forth in Exhibit A hereto have been inserted for convenience only and are not to be regarded as a part of this Deposit Agreement or the Receipts or to have any bearing upon the meaning or interpretation of any provision contained herein or in the Receipts.
Clause type: interest
 The Subordinated Loan shall bear interest on the unpaid principal amount of the Subordinated Loan from and after the Closing Date to the Borrower until the Subordinated Loan is repaid in full to the Lender at an annual interest rate equal to 10.50% (the “Interest Rate”). The interest shall accrue daily and shall be payable in arrears on a bi-annual basis in accordance with Section 2.3.
Clause type: severability
Should any of the provisions of this Agreement be declared or be determined to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.
Clause type: counterparts
This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one Party, but all of which taken together will constitute one and the same Agreement. Facsimile signatures and signatures transmitted by PDF shall be equivalent to original signatures.
Clause type: capitalization
 As of the Closing Date, Schedule 3.12 sets forth a true, complete and accurate description of the equity capital structure of the Borrower’s Subsidiaries showing, for each such Subsidiary, accurate ownership percentages of the equityholders of record and accompanied by a statement of authorized and issued Equity Interests for each such Subsidiary. Except as set forth on Schedule 3.12, as of the Closing Date (a) there are no preemptive rights, outstanding subscriptions, warrants or options to purchase any Equity Interests of any Credit Party, (b) there are no obligations of any Credit Party to redeem or repurchase any of its Equity Interests and (c) there is no agreement, arrangement or plan to which any Credit Party is a party or of which any Credit Party has knowledge that could directly or indirectly affect the capital structure of any Credit Party. The Equity Interests of each Credit Party described on Schedule 3.12 (i) are validly issued and fully paid and non-assessable (to the extent such concepts are applicable to the respective Equity Interests) and (ii) are owned of record and beneficially as set forth on Schedule 3.12, free and clear of all Liens (other than Liens created under the Security Documents).
Clause type: payment
 (a) Subject to the provisions of Paragraphs 4 and 5 of this Agreement and Paragraphs (b), (c), (d) and (e) below, and unless Awardee makes an effective election to defer receipt of the Shares represented by the Restricted Stock Units, on the date of vesting of any Restricted Stock Unit, Awardee shall be entitled to receive from the Company (without any payment on behalf of Awardee other than as described in Paragraph 10) the Shares represented by such Restricted Stock Unit within 30 days of such date. Elections to defer receipt of the Shares beyond the date of settlement provided herein may be permitted in the discretion of the Administrator pursuant to procedures established by the Administrator in compliance with the requirements of Section 409A of the Code.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.
Clause type: severability
If any provision of this Contract shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Contract but shall be confined in its operation to the provision or provisions hereof directly involved in the controversy in which such judgment shall have been rendered, and this Contract shall be construed as if such provision had never existed, unless such construction would operate as an undue hardship on Seller or Buyer or would constitute a substantial deviation from the general intent of the parties as reflected in this Contract.
Clause type: interest
 International Wire Group, 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 semiannually on June 1 and December 1 of each year. Interest on the Securities will accrue from the most recent date to which interest has been paid on the Securities or, if no interest has been paid, from [_____].(1) The Company shall pay interest on overdue principal or premium, if any, at the rate borne by the Securities to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30- day months.
Clause type: investment-company-act
 No Loan Agreement Party is an “investment company” within the meaning of the Investment Company Act of 1940.
Clause type: definitions
Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Purchase Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings:
Clause type: confidentiality
Any confidential information obtained by the Investor pursuant to this Agreement which is labeled or otherwise identified as confidential or proprietary shall be treated as confidential and shall not be disclosed to a third party without the prior written consent of the Company and shall not be used by the Investor for any purpose other than monitoring the Investor's investment in the Company, except that the Investor may disclose such information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company, (ii) to its affiliates, officers, directors, shareholders, members and/or partners in the ordinary course of business or pursuant to disclosure obligation to affiliates, shareholders, members and/or partners; provided that such information is provided to such persons and entities with notice that such information is confidential and should be treated as such, (iii) to any prospective purchaser of the Investor's shares of the Company, provided (in the case of disclosure in clause (iii)) the recipient agrees to keep such information confidential and to use such information solely for evaluation of such proposed purchase, or (iv) as may otherwise be required by law. Notwithstanding the foregoing, such information shall not be deemed confidential for the purpose of enforcement of this Agreement and said information shall not be deemed confidential after it becomes publicly known through no fault of the recipient. The provisions of this Section 6.11 shall be in addition to, and not in substitution for, the provisions of any separate confidentiality agreement executed by the parties hereto; provided that if there is any conflict between the provisions of this Section 6.11 and the more restrictive provisions of such separate confidentiality agreement, the provisions of such separate confidentiality agreement shall prevail.
Clause type: severability
If a clause or part of a clause of this Agreement can be read in a way that makes it illegal, unenforceable or invalid, but can also be read in a way that makes it legal, enforceable and valid, it must be read in the latter way. If any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as removed from this Agreement, but the rest of this Agreement is not affected.
Clause type: counterparts
This Agreement may be in signed counterparts, each of which shall be an original and all of which together shall constitute one and the same agreement.