bhaskrr/legal-clauses huggingface dataset:
Clause type: whereas
the Registrant and the Investment Manager have determined that it is appropriate and in the best interests of the Funds and their shareholders to maintain the expenses of each Fund at a level below the level to which each such Fund might otherwise be subject.
Clause type: interest
 1. Interest arising in a Contracting State and beneficially owned by a resident of the other Contracting State shall be taxable only in that other State.
Clause type: representations
and Warranties. The representations and warranties of the Company (i) set forth in Section 3.01(a), Section 3.02(a), Section 3.02(b), Section 3.03(a)-(c), Section 3.14 and Section 3.20 shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same effect as though made as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date) and (ii) set forth in this Agreement, other than in those Sections specifically identified in clause (i) of this paragraph, shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) as of the date hereof and as of the Closing Date with the same effect as though made as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, in the case of this clause (ii), where the failure to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Parent shall have received a certificate signed on behalf of the Company by an executive officer of the Company to such effect.
Clause type: insurance
Sky's Disclosure Schedule sets forth all of the insurance policies, binders, or bonds maintained by Sky or its Subsidiaries. Sky and its Subsidiaries are insured with reputable insurers against such risks and in such amounts as the management of Sky reasonably has determined to be prudent in accordance with industry practices. All such insurance policies are in full force and effect; Sky and its Subsidiaries are not in material default thereunder; and all claims thereunder have been filed in due and timely fashion.
Clause type: interest
 (a) The Loans comprising each ABR Borrowing shall bear interest at the ABR plus the Applicable Margin.
Clause type: ownership_of_shares
 Except as set forth on Section 4.19 of the Parent Schedule of Exceptions, neither Parent nor Merger Sub nor any of the Parent Affiliates owns (directly or indirectly, beneficially or of record) any shares of Company Common Stock or holds any rights to acquire any shares of Company Common Stock except pursuant to this Agreement.
Clause type: assignment
The Executive may assign without consideration all of the Executive's interests in the Policy and in this Agreement to any person, entity or trust. In the event the Executive transfers all of the Executive's interest in the Policy, then all of the Executive's interest in the Policy and in the Agreement shall be vested in the Executive's transferee, who shall be substituted as a party hereunder and the Executive shall have no further interest in the Policy or in this Agreement.
Clause type: taxes
 3.2.1. All payments by the Borrower hereunder and under the other Loan Documents shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein, unless the Borrower is required by law (as determined in the good faith discretion of the Borrower on the advice of counsel to the Borrower) to make such deduction or withholding. Subject to Section 3.2.2, if any Non-Excluded Taxes are required to be withheld with respect to any amount payable by the Borrower hereunder, the Borrower will pay to the applicable Lender, on the date on which such amount is due and payable hereunder, such additional amount in Dollars as shall be necessary to enable such Lender to receive the same net amount which such Lender would have received on such due date had no such Non-Excluded Taxes been required to be withheld. For purposes of this Agreement, “Non-Excluded Taxes” are any taxes, levies, imposts, duties, charges, fees, deductions or withholdings of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein other than (A) any United States federal withholding tax imposed pursuant to FATCA or (B) net income taxes (however denominated), franchise taxes (imposed in lieu of net income taxes), branch profits taxes and any other similar taxes imposed on any Lender by the jurisdiction under the laws of which such Lender is organized or in which its principal office is located or through which it holds the Notes or any political subdivision, taxing authority or other authority thereof or therein, or as a result of a present or former connection between such Lender and the jurisdiction imposing such tax other than a connection arising solely as a result of such Lender having executed, delivered or performed its obligations or received payments under, or enforced, this Agreement. The Borrower will deliver promptly to the applicable Lender certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder. If the Borrower reasonably believes that such Non-Excluded Taxes were not correctly or reasonably asserted, the applicable Lender will use ...
Clause type: capitalization
 (a) As of the date of this Agreement, the authorized capital stock of COAC consists of 30,000,000 shares of common stock, par value $0.0001 per share (“COAC Common Stock”) and 1,000,000 shares of preferred stock, par value $0.0001 per share (“COAC Preferred Stock”), of which 8,400,000 shares of COAC Common Stock and no shares of COAC Preferred Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable.
Clause type: loans
 Herbert A. Granath, Harvey M. Seslowsky, Robert C. Clauser, Jr., Bruce Maggin and Transmedia Corporation have made loans to the Company in the aggregate amount of $200,000 (the "INSIDER LOANS") substantially in the form annexed as Exhibits 10.5, 10.6, 10.7, 10.8, 10.14, 10.15, 10.16, 10.17, 10.18, 10.19, 10.20 and 10.21 to the Registration Statement. The Insider Loans do not bear any interest and are repayable by the Company on the earlier to occur of (i) ________, 2007 or (ii) the date on which the Company consummates an initial public offering of its securities.
Clause type: entire
Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties.
Clause type: esop
 All of the options granted by the Group Companies to the employees according to the ESOP (if any) shall have been terminated or fully exercised, under which, there has been no any outstanding options or other rights granted by any Group Company under the ESOP to purchase any Equity Securities.
Clause type: headings
The headings contained in this Agreement and in the -------- Schedules and Exhibits hereto are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
Clause type: counterparts
This Agreement may be executed in one or more counterparts, including by facsimile or by email with .pdf attachments, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.
Clause type: termination
Anything contained in this Agreement to the contrary notwithstanding, this Agreement may be terminated at any time prior to the Closing Date:
Clause type: definitions
Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment, including its preamble and recitals, have the meanings provided in the Existing Credit Agreement.
Clause type: interest
 All amounts payable under the provisions of this Agreement shall, unless otherwise specified, be payable within thirty (30) days of the invoice date. An interest charge at the rate of one and one-half percent (1.5%) per month shall be assessed against all late payments. Interest under this Agreement shall not exceed the interest allowable under applicable law.
Clause type: ownership_of_shares
 (a) Each Seller is ------------------- the beneficial owner of the Shares set forth opposite such Seller's name on Schedule 2 hereto. To the best knowledge of ---------- Sellers, as of the date hereof, the Shares constitute approximately 32% of the outstanding shares of Common Stock of the Company, without giving effect to currently outstanding stock options. The Shares are lawfully owned by the Sellers free and clear of any Lien of any kind, and have been owned by Sellers since February 1, 1997. There are no outstanding options, warrants, commitments, agreements or any other rights of any character (except as created by this Agreement) entitling any person other than Purchaser to acquire the Shares. The Shares are fully paid and non-assessable, with no personal liability attaching to the ownership thereof, and the Shares are transferable to Purchaser under the terms of this Agreement. Sellers do not own any options or other rights to purchase Common Stock or any other security or instrument convertible into or exchangeable for Common Stock of the Company.
Clause type: whereas
the Fund and the Custodian desire to amend and restate certain other provisions of the Contract relating to the custody of assets of each of the Portfolios held outside of the United States. NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, the parties hereby agree to amend the Contract, pursuant to the terms thereof, as follows:
Clause type: taxes
 The Servicer, AmeriCredit, the Seller and the Custodian and the Servicer’s, AmeriCredit’s, the Seller’s and the Custodian’s parent company or companies have filed prior to the date hereof all federal and state tax returns that are required to be filed and paid all taxes, including any assessments received by them that are not being contested in good faith, to the extent that such taxes have become due, except for any failures to file or pay that, individually or in the aggregate, would not result in a Material Adverse Change with respect to the Servicer, the Seller or the Custodian.
Clause type: counterparts
This Agreement may be executed in one or more counterparts (including by facsimile), each of which shall be considered an original instrument and all of which shall together constitute the same agreement. This Agreement shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties.
Clause type: whereas
the Adviser and SunAmerica Series Trust, a Massachusetts business trust (the “Trust”), have entered into an Investment Advisory and Management Agreement dated as of January 1, 1999, as amended from time to time (the “Advisory Agreement”), pursuant to which the Adviser has agreed to provide investment management, advisory and administrative services to the Trust, and pursuant to it which the Adviser may delegate one or more of its duties to a subadviser pursuant to a written subadvisory agreement;
Clause type: esop
 Subject to the relevant terms of paragraph (a) of this Section 13.4, effective November 1, 2008, the part of a Member’s or Beneficiary’s distribution consisting of his or her investment in the ESOP may be distributed as cash or in kind in whole shares of the Employer Securities allocated to such investment with any fractional shares thereof paid in cash, as elected by such Member or Beneficiary in such manner and at such time consistent with the other terms of the Plan and as may be prescribed by the Sponsoring Company, from time to time.
Clause type: taxes
 File all federal, state, and local tax returns required to be filed by them or their respective Subsidiaries on or before the date such returns are due (including any extensions) and pay all taxes shown to be due on such returns on or before the date such payment is due.
Clause type: taxes
 The Corporation shall be entitled to withhold (or secure payment from the Optionee in lieu of withholding) the amount of any withholding or other tax required by law to be withheld or paid by the Corporation with respect to any shares of Common Stock issuable under this Agreement, and the Corporation may defer issuance of shares of Common Stock upon the exercise of the Option unless the Corporation is indemnified to its satisfaction against any liability for any such tax. The amount of such withholding or tax payment shall be determined by the Committee or its delegate and shall be payable by the Optionee at such time as the Committee determines. The Optionee may satisfy his or her tax withholding obligation by (a) having cash withheld from the Optionee's salary or other compensation payable by the Corporation or a Subsidiary, (b) the payment of cash to the Corporation, (c) the payment in shares of Common Stock already owned by the Optionee valued at Fair Market Value, and/or (d) the withholding from the Option, at the appropriate time, of a number of shares of Common Stock sufficient, based upon the Fair Market Value of such shares of Common Stock, to satisfy such tax withholding requirements. The Committee shall be authorized, in its sole and absolute discretion, to establish such rules and procedures relating to any such withholding methods as it deems necessary or appropriate, including, without limitation, rules and procedures relating to elections to have shares of Common Stock withheld upon exercise of the Option to meet such withholding obligations.
Clause type: financing
 The Association agrees to extend to the Recipient, on the terms and conditions set forth or referred to in this Agreement, a grant and a credit (collectively, “Financing”) in the following amounts to assist in financing the project described in Schedule 1 to this Agreement (“Project”):
Clause type: headings
The headings in this Agreement are for convenience of reference only and shall not affect its interpretation.
Clause type: termination
The Employment Term and Executive’s employment hereunder may be terminated by either party at any time and for any reason; provided that Executive will be required to give the Company at least 30 days advance written notice of any resignation of Executive’s employment. Notwithstanding any other provision of this Agreement, the provisions of this Section 7 shall exclusively govern Executive’s rights upon termination of employment with the Company and its affiliates.
Clause type: ownership_of_shares
 None of Parent, Merger Sub or any of their respective Affiliates or Subsidiaries beneficially owns (as defined in Rule 13d-3 under the Exchange Act) any Shares or Company Securities or any other securities that are convertible into or exchangeable or exercisable for Shares, or holds any rights to acquire or vote any Shares, or any option warrant, convertible security, stock appreciation right, swap agreement or other security, contract right or derivative position, whether or not presently exercisable, that provides Parent, Merger Sub, or any of their respective Affiliates or Subsidiaries with an exercise or conversion privilege or a settlement payment or mechanism at a price related to the value of the Shares or a value determined in whole or part with reference to, or derived in whole or part from, the value of the Shares, in any case without regard to whether (a) such derivative conveys any voting rights in such securities to such Person or such Person’s Affiliates, (b) such derivative is required to be, or capable of being, settled through delivery of securities or (c) such Person or such Person’s Affiliates may have entered into other transactions that hedge the economic effect of such derivative.
Clause type: investment_company
 The Company is not, and after giving effect to the offering and sale of the Securities hereunder and the application of the proceeds thereof as described in this Agreement will not be, an "investment company" as such term is defined in the Investment Company Act of 1940, as amended.
Clause type: capitalization
 The authorized capital stock of the Company consists of 900,000,000 shares of common stock, par value $1.00 per share, of which 500,000,000 are designated as Company Series A Common Shares, 300,000,000 are designated as Company Series C Common Shares and 100,000,000 may be designated as Company Series A Common Shares, Company Series B Common Shares or Company Series C Common Shares, and 33,000,000 shares of Preferred Stock, par value $1.00 per share, of which 900,000 are designated as Company Series A Preferred Shares, 25,000,000 are designated as Conversion Preferred Stock, Series B ("COMPANY SERIES B PREFERRED SHARES"), 380,972 are designated as Company Series C-1 Preferred Shares, 245,100 are designated as Company Series C- 2 Preferred Shares, 380,972 are designated as Company Series D-1 Preferred Shares and 245,100 are designated as Company Series D-2 Preferred Shares. At the close of business on March 2, 2000, (i) 112,157,907 Company Common Shares were issued and outstanding, of which 93,928,315 are Company Series A Common Shares, 18,229,592 are Company Series C Common Shares and none are Company Series B Common Shares, and (ii) 1,449,640 Company Preferred Shares were issued and outstanding, of which 823,568 are Company Series A Preferred Shares, 380,972 are Company Series D-1 Preferred Shares and 245,100 are Company Series D-2 Preferred Shares and none are Company Series B Preferred Shares, Company Series C-1 Preferred Shares or Company Series C-2 Preferred Shares). For financial reporting purposes, at the closing of business on March 2, 2000, (i) 77,870,911 Company Common Shares were issued and outstanding, of which 59,641,319 are Company Series A Common Shares (including 16,372,895 shares subject to options and 2,914,000 shares subject to Lyons), 18,229,592 are Company Series C Common Shares and none are Company Series B Common Shares, and (ii) 213,733.6 Company Preferred Shares were issued and outstanding, of which 88,519.2 are Company Series A Preferred Shares, 76,194.4 are Company Series D-1 Preferred Shares and 49,020 are Company Series D-2 Preferred Shares and none are Company Series B Preferred Shares, Company Series C-1 Preferred Shares or Company Series C-2 Preferred Shares. At the close of business on March 2, 2000, (A) 2,671,961 Company Series A Common Shares, 0 Company Series B Common Shares, 0 Company Series C Common Shares and 0 Company Preferred Shares were held by the Company in its treasury, and (B) 18,966,239 Company Series A Commo...
Clause type: now
THEREFORE in consideration of the mutual covenants, representations, warranties and agreements hereinafter set forth, and intending to be legally bound hereby, the Parties agree as follows:
Clause type: investment_company
 The Company is not, and neither the offer or sale of the Shares nor any of the activities of the Company will cause the Company to be, an “investment company” or under the control of an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.
Clause type: capitalization
 (a) The authorized capital stock of Group 1 consists of 1,000,000 shares of preferred stock, par value $.01 per share, issuable in series, of which preferred stock none is outstanding and 50,000,000 shares of Group 1 Common Stock, of which 450,000 shares are issued and outstanding; in addition, options have been granted to purchase 565,000 shares of Group 1 Common Stock. Each outstanding share of Group 1 Common Stock has been duly authorized, is validly issued, fully paid and nonassessable and was not issued in violation of the preemptive rights of any stockholder of Group 1.
Clause type: severability
If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.
Clause type: severability
Each party hereby agrees that it does not intend to violate any public policy, statutory or common laws, rules, regulations, treaty or decision of any government agency or executive body thereof of any country or community or association of countries. Should one or more provisions of this Agreement be or become invalid, the parties hereto shall substitute, by mutual consent, valid provisions for such invalid provisions which valid provisions in their economic effect are sufficiently similar to the invalid provisions that it can be reasonably assumed that the parties would have entered into this Agreement with such valid provisions. In case such valid provisions cannot be agreed upon, the invalidity of one or several provisions of this Agreement shall not affect the validity of this Agreement as a whole, unless the invalid provisions are of such essential importance to this Agreement that it is to be reasonably assumed that the parties would not have entered into this Agreement without the invalid provisions.
Clause type: entire
Agreement. This Agreement (including the attached Indemnification Agreement) embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect.
Clause type: investment-company-act
 None of the Partnership Entities is required, and as of the Closing Date after giving effect to the offer and sale of the Purchased Units and the application of the proceeds therefrom, none of the Partnership Entities will be required, to register as an “investment company” under the Investment Company Act of 1940.
Clause type: payment
 (i) All compensation collected by Broker and due to Associate-Licensee shall be paid to Associate- Licensee, after deduction of expenses and offsets, immediately or as soon thereafter as practicable, except as otherwise provided in this Agreement, or a separate written agreement between Broker and Associate-Licensee. (ii) Compensation shall not be paid to Associate-Licensee until both the transaction and file are complete. (iii) Broker is under no obligation to pursue collection of compensation from any person or entity responsible for payment. Associate-Licensee does not have the independent right to pursue collection of compensation for activities which require a real estate license which were done in the name of Broker. (iv) Expenses which are incurred in the attempt to collect compensation shall be paid by Broker and Associate-Licensee in the same proportion as set forth for the division of compensation (paragraph 8(B)). (v) If there is a known or pending claim against Broker or Associate-Licensee on transactions for which Associate-Licensee has not yet been paid, Broker may withhold from compensation due Associate-Licensee on that transaction amounts for which Associate-Licensee could be responsible under paragraph 14, until such claim is resolved. (vi) Associate-Licensee shall not be entitled to any advance payment from Broker upon future compensation.