bhaskrr/legal-clauses huggingface dataset:
Clause type: payment
 Unless otherwise stated, payment is due within thirty (30) days from receipt of CA’s invoice. Receipt is deemed to have occurred three (3) business days from posting. Any late payments will accrue charges at the rate of 1% of the outstanding balance per month, or the amount prescribed by law, whichever is lower. All fees listed in the order form are exclusive of any taxes. Customer agrees to pay any applicable VAT, GST, sales tax and any other applicable taxes in addition to the fees when such payments are due, excluding taxes on CA’s net income.
Clause type: interest
 The Borrower shall pay interest on the unpaid principal amount of each Loan made by each Bank from the date of such Loan until such principal amount shall be paid in full, at the times and at the rates per annum set forth below:
Clause type: insurance
(a) Parent and Borrower shall, at their cost and expense, maintain and shall cause the other Credit Parties to maintain the policies of insurance described on SCHEDULE 3.20 in form and with insurers recognized as adequate by the Agent. Such polices shall be in such amounts as are set forth on SCHEDULE 3.20. Borrower shall notify the Agent and the Lenders promptly of any occurrence causing a material loss or decline in value of any of its or any other Credit Party's real or personal property and the estimated (or actual, if available) amount of such loss or decline. In the event any Credit Party at any time or times hereafter shall fail to obtain or maintain (or cause to be obtained or maintained) any of the policies of insurance required above or to pay (or cause to be paid) any premium in whole or in part relating thereto, the Agent, without waiving or releasing any Obligations or Default or Event of Default hereunder, may at any time or times thereafter (but shall not be obligated to) obtain and maintain such policies of insurance and pay such premium and take any other action with respect thereto which the Agent deems advisable. All sums so disbursed, including reasonable attorneys' fees, court costs and other charges related thereto, shall be payable, on demand, by Borrower to the Agent and shall be additional Obligations hereunder secured by the Collateral, PROVIDED, that if and to the extent Borrower fail to promptly pay any of such sums upon the Agent's demand therefor, the Agent is authorized to, and at its option may, make or cause to be made Revolving Credit Loans on behalf of Borrower for payment thereof.
Clause type: miscellaneous
This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.
Clause type: ownership_of_shares
 Neither Parent nor any of Parent’s “Affiliates” or “Associates” directly or indirectly “owns,” and at all times since October 1, 2003, neither Parent nor any of Parent’s “Affiliates” or “Associates” directly or indirectly has “owned,” beneficially or otherwise, any Shares, as those terms are defined in Section 203 of the DGCL.
Clause type: ownership_of_shares
 According to the UtiliCorp/KCPL Joint Proxy Statement, (i) each Share is entitled to one vote on the UtiliCorp/KCPL Merger Agreement and the Proposed UtiliCorp/KCPL Transaction, (ii) as of the Record Date, 61,902,083 Shares were outstanding and (iii) the UtiliCorp/KCPL Merger Agreement and the Proposed UtiliCorp/KCPL Transaction must be approved and adopted by two-thirds of the Shares entitled to vote at the Annual Meeting. According to the UtiliCorp/KCPL Joint Proxy Statement, KCPL directors are elected by cumulative voting, which means that each KCPL Shareholder has a total vote equal to the number of shares owned multiplied by the number of directors to be elected. These votes may be divided among all nominees equally or may be voted for one or more of the nominees, either in equal or unequal amounts, as the KCPL Shareholder may elect. In the event that votes for certain director nominees are withheld, those votes will be distributed among the remaining director nominees. Withholding authority to vote for all director nominees has the effect of abstaining from voting for any director nominees. If no instructions are given, the Shares will be voted equally for the election of all directors. According to the UtiliCorp/KCPL Joint Proxy Statement, proposals of KCPL Shareholders intended to be presented at the 1997 KCPL Annual Meeting must be received at KCPL's Corporate Secretary's Office on or before December 9, 1996, for consideration for inclusion in the proxy statement and form of proxy relating to that meeting. For information relating to the ownership of Shares by the current directors and executive officers of KCPL, see Annex C hereto. According to the UtiliCorp/KCPL Joint Proxy Statement, management of KCPL has no knowledge of any person who owns beneficially more than 5% of KPCL Common Stock. The information concerning KCPL and the Proposed UtiliCorp/KCPL Transaction contained in this Proxy Statement (including Annex C hereto) has been taken from or is based upon documents and records on file with the Commission and other publicly available information. Western Resources has no knowledge that would indicate that statements relating to KCPL contained in this Proxy Statement in reliance upon publicly available information are inaccurate or incomplete. Western Resources, however, has not been given access to the books and records of KCPL, was not involved in the preparation of such information and statements, and is not in a position to verify, or mak...
Clause type: base-salary
 During the Employment Period, Employer shall pay to Executive a Base Salary, payable in equal monthly installments at such times during each month as is customary with Employer with respect to its senior executives, at a rate of $258,750 per annum.
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of 50,000,000 shares of Company Common Stock, 9,166,166 shares of Company Series A Preferred Stock and 7,763,976 shares of Company Series B Preferred Stock. As of the date hereof, (i) 14,940,703 shares of Company Common Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) no shares of Company Common Stock are held in the treasury of the Company, (iii) 9,600,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options outstanding pursuant to the Stock Plan in 3.04(b) below and (iv) 6,526,689 shares of Company Common Stock are reserved for future issuance pursuant to other outstanding Company Options. As of the date of this Agreement, (A) 9,166,166 shares of Company Series A Preferred Stock are issued and outstanding, and (B) 7,763,976 shares of Company Series B Preferred Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. As of the date hereof, there are no other shares of Company Preferred Stock outstanding. As of the date hereof, the outstanding shares of Company Common Stock, Company Series A Preferred Stock and Company Series B Preferred Stock are owned of record as set forth in Section 3.04(a) of the Company Disclosure Schedule. Section 3.04(a) of the Company Disclosure Schedule also provides an accurate and complete description of the terms of each repurchase option or right of first refusal which is held by the Company and to which any of such shares is subject. Section 3.04(a) of the Company Disclosure Schedule lists all holders of record of Company Stock as of the date hereof.
Clause type: severability
If any provision of this Agreement or the application of any such provision to any person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision hereof and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
Clause type: interest
 It is the intention of the parties that any interest that may be deemed to be payable under this Agreement shall not exceed the maximum amount permitted under any applicable law. If a law, which applies to this Agreement which sets the maximum interest amount, is finally interpreted so that the interest in connection with this Agreement exceeds the permitted limits, then: (1) any such interest shall be reduced by the amount necessary to reduce the interest to the legally permitted limit; and (2) any sums already collected (if any) from the Company which exceed the legally permitted limits will be refunded to the Company. The Investor may choose to make this refund by reducing the amount that the Company owes under this Agreement or by making a direct payment to the Company. If a refund reduces the amount that the Company owes the Investor, the reduction will be treated as a partial payment. In case any provision of this Agreement is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby.
Clause type: whereas
the Trust is a Maryland statutory trust registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);
Clause type: taxes
 (a) Except as set forth in Section 3.14(a) of the Company Disclosure Schedule: (i) the Company and each of its Subsidiaries have timely filed all income Tax Returns and all other material Tax Returns required to be filed by them, and each such Tax Return has been prepared in substantial compliance with all applicable laws and regulations and all such Tax Returns are true and correct; (ii) the Company and each of its Subsidiaries have paid (or the Company has paid on behalf of its Subsidiaries) all material Taxes (as hereinafter defined) required to be paid in respect of the periods covered by such returns and have made adequate provision in the Company’s financial statements for payment of all material Taxes that have not been paid, whether or not shown as due and payable on any Tax Return, in respect of all taxable periods or portions thereof ending on or before the date hereof, subject to quarterly and year-end adjustments; and (iii) neither the Company nor any of its Subsidiaries has incurred any material liability for Taxes subsequent to the date of the most recent financial statements contained in the SEC Reports other than in the ordinary course of the Company’s or such Subsidiary’s business.
Clause type: definitions
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:
Clause type: definitions
The following capitalized terms used in this Agreement shall have the respective meanings ascribed to them below:
Clause type: investments
 The Employer hereby appoints Barclays Global Investors, N.A. to serve as Investment Manager under the Plan. The Employer hereby selects the following Investments to be made available under the Plan (choose whichever shall apply) and consents to the lending of securities by such funds to brokers and other borrowers. The Employer agrees and acknowledges that the selection of Investments made in this Section VIII is solely its responsibility, and no other person, including the Sponsor or Investment Manager, has any discretionary authority or control with respect to such selection process. The Employer hereby holds the Investment Manager harmless from, and indemnifies it against, any liability Investment Manager may incur with respect to such Investments so long as Investment Manager is not negligent and has not breached its fiduciary duties.
Clause type: indemnification
The Lenders agree to indemnify the Administrative Agent, Issuing Lender and Swingline Lender, each in its capacity as such (to the extent not reimbursed by Holdings or the Borrower and without limiting the obligation of Holdings or the Borrower to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent, Issuing Lender or Swingline Lender in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Administrative Agent, Issuing Lender or Swingline Lender under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from such Person’s gross negligence or willful misconduct. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder.
Clause type: vesting
 Subject to such further limitations as are provided in the Plan and as set forth herein, the RSUs and RSSs covered by the Award shall vest as of the date(s) set forth in the Notice of Grant (the “Scheduled Vesting Date”) provided that the Participant continues to provide services or to be in a service relationship with the Company, or one of its Affiliates (“Service”), as of the Scheduled Vesting Date, provided further that upon the death of any Participant 100% vesting shall occur.1 Notwithstanding the foregoing, if the Scheduled Vesting Date occurs at a time when the tax deduction with respect to the payout of Shares to the Participant would be limited or eliminated by Section 162(m) of the Code, the vesting of the RSUs and the delivery of the Shares with respect thereto shall be deferred by the Company under the circumstances described in Section 409A of the Code until the earliest date that the Company reasonably anticipates that the deduction or payment of Shares will not be limited or eliminated.
Clause type: investment-company-act
 Parent is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company” within the meaning of the U.S. Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.
Clause type: indemnification
(a) The Company agrees to indemnify and hold harmless each Holder of the Securities, any Participating Broker-Dealer and each person, if any, who controls such Holder or such Participating Broker-Dealer within the meaning of the Securities Act or the Exchange Act (each Holder, any Participating Broker-Dealer and such controlling persons are referred to collectively as the “Indemnified Parties”) from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Securities) to which each Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or “issuer free writing prospectus,” as defined in Commission Rule 433 (“Issuer FWP”), relating to a Shelf Registration, 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 shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, however, that (i) the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to a Shelf Registration in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder or Participating Broker-Dealer fro...
Clause type: payment
 The Committee shall establish procedures governing the exercise of Options, which shall require that (x) as a condition to the issuance of any shares of Common Stock upon the exercise of the Options prior to a Public Offering, the Participant is or shall become a party to the Stockholders Agreement and the Registration Rights Agreement with respect to such shares, (y) written notice of exercise be given to Holding and (z) the Option exercise price be paid in full at the time of exercise in one of the following ways: (i) in cash or cash equivalents, (ii) at any time following a Public Offering, in unencumbered shares of Common Stock which have been owned by the Participant for at least six months (or such longer period as is required by applicable accounting standards to avoid a charge to earnings) having an aggregate Fair Market Value on the date of exercise equal to such aggregate Option exercise price or in a combination of cash and such unencumbered shares of Common Stock, or (iii) in such other consideration as the Committee shall determine. Subject to Section 11.4, as soon as practicable after receipt of a written exercise notice, payment of the Option exercise price and receipt of evidence that the Participant is a party to the Stockholders Agreement and the Registration Rights Agreement in accordance with this Section 6.4, Holding shall deliver to the Participant a certificate or certificates representing the acquired shares of Common Stock.
Clause type: base-salary
 The Employer shall pay Executive an aggregate minimum annual salary at the rate of $550,000 per annum from the beginning of the Employment Period through the end of the Employment Period (“Base Salary”). Base Salary shall be payable bi-weekly in accordance with the Employer’s normal business practices. Base Salary shall be reviewed by the Board or Compensation Committee of the Board at least annually.
Clause type: investment-company-act
 The General Partner is not required to register as an "investment company" under the Investment Company Act of 1940, as amended.
Clause type: loans
 Make any loans or other advances of money to any Person, except (a) advances to an officer or employee for salary, travel expenses, commissions and similar items in the Ordinary Course of Business; (b) prepaid expenses and extensions of trade credit made in the Ordinary Course of Business; (c) deposits with financial institutions permitted hereunder and (d) loans in the Ordinary Course of Business to Contract Debtors for the repair of the Vehicle subject to the Contract executed by such Contract Debtor (such loans are identified by Borrowers as “side notes”).
Clause type: severability
In the event any provision of the Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.
Clause type: interest
 The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “LIBOR Rate” or with respect to any comparable or successor rate thereto.
Clause type: severability
Each provision of this Agreement must be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Moreover, if a court of competent jurisdiction determines any of the provisions contained in this Agreement to be unenforceable because the provision is excessively broad in scope, whether as to duration, activity, geographic application, subject or otherwise, it will be construed, by limiting or reducing it to the extent legally permitted, so as to be enforceable to the extent compatible with then applicable law to achieve the intent of the Parties.