bhaskrr/legal-clauses huggingface dataset:
Clause type: ownership_of_shares
 On the date hereof, the Owned Shares set forth opposite such Shareholder's name on Attachment A hereto are owned of record or beneficially by such Shareholder and constitute all of the Voting Shares owned of record or beneficially by such Shareholder, free and clear of any claims, liens, encumbrances and security interests, except for such claims, liens and encumbrances as are specified on Attachment B hereto. The Shareholders have voting power with respect to all of such Owned Shares.
Clause type: loans
 Subject to the terms and conditions of this Agreement, the Lender agrees to make the Term Loan to the Borrowers. During the Availability Period, the Term Loan may be advanced to a Borrower not more than once each calendar quarter (each such advance, a “Drawdown”), by written request of the Borrowers to the Lender not less than five (5) Business Days in advance of the date of any such advance (each, a “Drawdown Date”), provided, that each Drawdown must be in purpose and amount set forth in the Budget; provided further, that any undrawn amounts as of the end of the Availability Period will cease to be available to the Borrowers. Loans shall be repaid by the Borrowers, on a joint and several basis, in U.S. Dollars, commencing two (2) Business Days prior to June 30, 2021, in fourteen (14) consecutive semi-annual installments, each in an amount equal to the sum of (i) one fourteenth (1/14) of the aggregate principal amount outstanding under this Agreement as of the Availability Termination Date, plus (ii) one fourteenth (1/14) of any capitalized interest accrued as of December 31, 2019, plus (iii) all accrued, unpaid interest payable in respect of the principal then outstanding, and shall be payable two (2) Business Days prior to each month end of June and December until the Maturity Date. No portion of principal paid may be re-borrowed after being repaid.
Clause type: governing
Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware.
Clause type: investments
 No Credit Party shall, or shall permit any of its Subsidiaries that are Restricted Subsidiaries to, make any Investment in any Person except:
Clause type: indemnification
The Managing Owner agrees, whether or not any of the transactions contemplated hereby shall be consummated, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Trustee and its successors, assigns, legal representatives, officers, directors, agents and servants (the “Indemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Trustee on or measured by any compensation received by the Trustee for its services hereunder or any indemnity payments received by the Trustee pursuant to this Section 2.4), claims, actions, suits, costs, expenses or disbursements (including legal fees and expenses) of any kind and nature whatsoever (collectively, “Expenses”), which may be imposed on, incurred by or asserted against the Indemnified Parties in any way relating to or arising out of the formation, operation or termination of the Trust, the execution, delivery and performance of any other agreements to which the Trust is a party or the action or inaction of the Trustee hereunder or thereunder, except for Expenses resulting from the gross negligence or willful misconduct of the Indemnified Parties. The indemnities contained in this Section 2.4 shall survive the termination of this Trust Agreement or the removal or resignation of the Trustee. The Indemnified Parties shall not be entitled to indemnification from the Trust Estate.
Clause type: base-salary
 During the Period of Employment, the Company agrees to pay the Employee a base salary (“Base Salary”) of $300,000. Such Base Salary shall be payable according to the customary payroll practices of the Company. The Employee shall be considered for an increase in Base Salary effective October 1 of each contract year.
Clause type: insurance
Borrower has obtained and delivered to Lender certificates evidencing the Policies required to be maintained under Section 5.1.1. All such Policies are in full force and effect, with all premiums prepaid thereunder. No claims have been made that are currently pending, outstanding or otherwise remain unsatisfied under any such Policies that would reasonably be expected to have a Material Adverse Effect. With respect to any insurance policy, neither Borrower nor, to Borrower’s or Manager’s knowledge, any other Person, has done, by act or omission, anything which would impair the coverage of any of the Policies in any material respect.
Clause type: investment-company-act
 The Company is not an ---------------------- "investment company," as defined in the Investment Company Act of 1940, as amended.
Clause type: investment-company-act
 Assuming compliance by each of the Lenders and any participant with Section 16.06(e), neither the Borrower nor the pool of Collateral is required to register as an “investment company” under the Investment Company Act. The transactions contemplated by this Agreement and the other Facility Documents do not result in the Administrative Agent, the Collateral Agent or the Lenders holding an “ownership interest” in a “covered fund” for purposes of the Volcker Rule.
Clause type: base-salary
 During the first six years and six months of the Term through December 31, 2011, the Corporation shall pay to the Employee an annual base salary of Six Hundred Thousand Dollars ($600,000.00) for his services hereunder (less such deductions as shall be required to be withheld by applicable laws and regulations) which base salary shall be increased in each of the third and fifth years of this Agreement by seven (7.0%) percent on a compound basis reflecting an agreed upon cost of living adjustment. Thereafter, commencing on January 1, 2012, the Corporation shall pay to the Employee an annual base salary of Five Million Four Hundred Sixteen Thousand Six Hundred Sixty-Seven Dollars ($5,416,667.00) for his services hereunder which base salary shall be adjusted annually as set forth on Exhibit B attached hereto and made a part hereof (in each case, less such deductions as shall be required to be withheld by applicable laws and regulations), provided, however, that such annual base salary shall be amended in accordance with the terms hereof in the event that the Employee elects the Additional Restricted Shares Amendment (as hereinafter defined) pursuant to Section 4.12(c) hereof.”
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of 100,000,000 shares of common stock, par value $0.001 (“Common Stock”), of which 13,897,069 shares are issued and outstanding and constitute the Impact Shares. All of the Impact Shares have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially by Seller, free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement, Buyer shall own all of the Impact Shares, free and clear of all Encumbrances.
Clause type: board
 The term "Board of Directors" shall mean the Board of Directors of the Company or a committee of such Board duly authorized to act for it hereunder.
Clause type: investments
 Make any advance, loan, extension of credit (by way of guarantee or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of any Person (excluding, in the case of Holdings and its Restricted Subsidiaries, their parent companies and their subsidiaries, (i) intercompany advances arising from their cash management, tax, and accounting operations and (ii) intercompany loans, advances or Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business) or purchase or otherwise acquire (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person (all of the foregoing, “Investments”), except:
Clause type: entire
Agreement. This Agreement and the schedules and exhibits hereto constitute the entire understanding and agreement between the Parties with regard to the subjects hereof and thereof; provided, however, that nothing in this Agreement shall be deemed to terminate or supersede the provisions of any applicable confidentiality and non-disclosure agreements executed by the Parties prior to the date hereof, which agreements shall continue in full force and effect until terminated in accordance with their respective terms.
Clause type: loans
 No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors.
Clause type: assignment
Except as otherwise provided in this Agreement, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, representatives, successors and assigns. This Agreement shall not be assignable by Executive (but any payments due hereunder which would be payable at a time after Executive's death shall be paid to Executive's designated beneficiary or, if none, his estate) and shall be assignable by the Company only to any financially solvent corporation or other entity resulting from the reorganization, merger or consolidation of the Company with any other corporation or entity or any corporation or entity to or with which the Company's business or substantially all of its business or assets may be sold, exchanged or transferred, and it must be so assigned by the Company to, and accepted as binding upon it by, such other corporation or entity in connection with any such reorganization, merger, consolidation, sale, exchange or transfer in a writing delivered to Executive in a form reasonably acceptable to Executive (the provisions of this sentence also being applicable to any successive such transaction).
Clause type: definitions
Where the following words or phrases are used in this Agreement, such words or phrases shall have the meaning assigned thereto in this clause, except where the context clearly requires otherwise:
Clause type: notices
Except as otherwise provided hereunder, any notices required hereunder shall be in writing and shall be deemed duly given when deposited in the mail, postage prepaid, return receipt requested, by the sending party to the other party at the addresses set forth below or at such other addresses as party may from time to time designate by written notice to the other party.
Clause type: base-salary
 During Executive’s employment with the Company, the Company shall pay Executive a base salary (the “Base Salary”) at the annual rate of $325,000.00 (Three Hundred Twenty Five Thousand Dollars and Zero Cents), payable in regular installments in accordance with the Company’s usual payment practices.
Clause type: compensation
 1. No later than 30 days after it applies a bilateral safeguard measure, the Party applying the measure shall afford an opportunity to the other Party to consult with it regarding appropriate trade liberalizing compensation in the form of concessions having substantially equivalent trade effects or equivalent to the value of the additional duties expected to result from the measure. The Party applying the measure shall provide such compensation as the Parties mutually agree. 2. If the Parties are unable to reach an agreement on compensation within 30 days following the commencement of consultations, the Party against whose originating good the measure is applied may suspend the application of concessions with respect to originating goods of the Party applying the measure that have trade effects substantially equivalent to the measure. 3. The Party against whose originating good the measure is applied shall notify the Party applying the measure in writing and in English before suspending concessions under paragraph 2. 4. The obligation to provide compensation under paragraph 1 and the right to suspend concessions under paragraph 2 shall terminate on the date of the termination of the bilateral safeguard measure.
Clause type: ownership_of_shares
 (a) The Shares constitute all the issued and outstanding shares of capital stock of Blackhawk.
Clause type: assignment
Neither the Employee nor the Company may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other. This Agreement shall inure to the benefit of and be binding upon the Employee and the Company, and each of our respective successors, executors, administrators, heirs and permitted assigns.
Clause type: investment-company-act
 The Borrower is not required to register as an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended.
Clause type: loans
 During the Term, First American may make one or more loans to the Company (exclusive of loans incurred in compliance with Section 4 of the Standstill Agreement) on terms mutually agreeable to First American and the Company; provided that (a) such loan or loans bear interest at a rate per annum no greater than the Prime Rate in effect from time to time plus 2.75% and (b) the aggregate amount of all such loans at any date of determination shall not exceed $1,000,000. The note and other documentation evidencing such loan or loans shall otherwise be in form and substance satisfactory to First American and the Company.
Clause type: assignment
The rights and obligations of the parties under this Agreement shall be binding upon and inure to the benefit of their respective successors, assigns, executors, administrators and heirs, provided, however, that the Company may not assign any duties under this Agreement without the prior written consent of the Employee.
Clause type: dividends
 Holders shall be entitled to receive, and the Corporation shall pay, cumulative dividends at the rate per share (as a percentage of the initial Stated Value) of 10% per annum, payable semiannually on January 1 and July 1, beginning on January 1, 2010, on each Conversion Date (with respect only to shares of Series E-2 Preferred Stock being converted) and on the Redemption Date (each such date, a “Dividend Payment Date”) (if any Dividend Payment Date is not a Trading Day, the applicable payment shall be due on the next succeeding Trading Day) in cash. Dividends on the Series E-2 Preferred Stock shall be calculated on the basis of a 360-day year, consisting of twelve 30-day periods, shall accrue daily commencing on the Original Issue Date, and shall be deemed to accrue from such Original Issue Date whether or not earned or declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends. Any dividends that are not paid within three Trading Days following a Dividend Payment Date shall continue to accrue and shall entail a late fee, payable in cash, at the rate of 18% per annum or the lesser rate permitted by applicable law (such late fee shall accrue daily from the Dividend Payment Date through and including the date of payment).
Clause type: payment
 Unless otherwise agreed, the purchase price falls due for payment at the same time as the risk passes to the Purchaser according to the delivery clause agreed upon. The Purchaser must make effective payment and the Purchaser is not entitled to set off the purchase price against any actual or alleged claim against BHJ. Payment must be made to the bank account printed on the invoices provided by BHJ to the Purchaser, the Purchaser is only discharged from its payment obligation when payment is made to this bank account in full. Information about change of payment instructions requires crediting the invoice with prior payment instructions and issue of new matching invoices with the new payment instructions. In the event of delayed payment, interest is added at the rate of 1% per commenced month as from the date of maturity until payment is received by BHJ. If, in the opinion of BHJ, the Purchaser's ability to pay the purchase price is impaired after conclusion of the contract or once performance hereof has commenced, BHJ is entitled to demand security for payment of the purchase price or pre-payment hereof respectively. If payment terms are Cash Against Document or similar and the Purchaser unjustifiably cancels the contract, rejects the goods or fails to take possession of the goods when required to do so, the Purchaser is liable for all costs, expenses and losses involved with BHJ' resale or destruction of the goods including without limitation loss of purchase price, costs of freight, warehouse costs, demurrage, brokers fees, destruction costs etc. BHJ is entitled to set off claims which the LGI Group (LGI Group defined as companies controlled by The Lauridsen Group, Inc.) has towards the Purchaser against any amount owed by BHJ to the Purchaser.
Clause type: termination
This Agreement may be terminated with respect to any Fund at any time, without payment of any penalty, (i) by vote of the Trustees of the Trust or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of that Fund, (ii) by the Adviser, or (iii) by the Subadvisor, in each case on sixty (60) days’ prior written notice to the other party. Upon the effective date of termination of this Agreement, the Subadvisor shall deliver all books and records of the Trust or any Fund held by it (i) to such entity as the Trust may designate as a successor, or (ii) to the Adviser.
Clause type: notices
Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to the other party at such address as such other party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Trust shall be 525 Market Street, 12th Floor, San Francisco, California 94105, Attention C. David Messman, and that of the Adviser shall be 525 Market Street, 12th Floor, San Francisco, California 94105, Attention Karla M. Rabusch.
Clause type: severability
If any provision of this Agreement shall be declared void or unenforceable by any judicial or administrative authority, the validity of any other provision and of the entire Agreement shall not be affected thereby.
Clause type: investments
 The Borrower shall not purchase, hold or acquire any Investment, except in accordance with the Investment Policies and Restrictions.
Clause type: insurance
Ultimus shall furnish the Trust with pertinent information concerning the professional liability insurance coverage that it maintains. Such information shall include the identity of the insurance carrier(s), coverage levels and deductible amounts. Ultimus shall notify the Trust should any of its insurance coverage be canceled or reduced. Such notification shall include the date of change and the reasons therefor. Ultimus shall notify the Trust of any material claims against it with respect to services performed under this Agreement, whether or not they may be covered by insurance, and shall notify the Trust from time to time as may be appropriate of the total outstanding claims made by Ultimus under its insurance coverage.
Clause type: employee_benefits
 The Executive shall be entitled to continue to participate in all Company employee benefit plans and arrangements for which he is eligible in effect on the date hereof in which the Executive participates (including, but not limited to, any employee benefit pension plan, stock option plan, life insurance plan, vacation plan, disability plan, and the group health-and-accident and medical insurance plans) as such plans may continue or be altered by the Company Board of Directors from time to time at the Board’s discretion.
Clause type: payment
 UnitedHealthcare will compensate Agent monthly; provided, however, that UnitedHealthcare will only compensate Agent with respect to any particular Enrolling Unit within 60 days after UnitedHealthcare receives payment of that Enrolling Unit's monthly contract charges.
Clause type: compensation
 The Advisor will pay to the Subadvisor as compensation for the Subadvisor's services rendered pursuant to this Agreement an annual Subadvisory fee as specified in one or more Schedules attached hereto and made part of this Agreement. Such fees shall be paid by the Advisor (and not by the Fund). Such fees shall be payable for each month within 15 business days after the end of such month. If the Subadvisor shall serve for less than the whole of a month, the compensation as specified shall be prorated based on the portion of the month for which services were provided. The Schedules may be amended from time to time, in writing agreed to by the Advisor and the Subadvisor, provided that amendments are made in conformity with applicable laws and regulations and the Articles of Incorporation and Bylaws of the Fund. Any change in the Schedule pertaining to any new or existing series of the Fund shall not be deemed to affect the interest of any other series of the Fund and shall not require the approval of shareholders of any other series of the Fund.
Clause type: dividends
 (1) Holders of Series A Preferred Stock shall be entitled to receive, on each share of Series A Preferred Stock, out of funds legally available for the payment of dividends under Delaware law, cumulative cash dividends with respect to each Dividend Period (as defined below) at a per annum rate of 6% (as such may be adjusted pursuant to this Section 2(1), the “Dividend Rate”) on (i) the Liquidation Preference per share and (ii) to the extent unpaid on the Dividend Payment Date (as defined below), the amount of any accrued and unpaid dividends, if any, on such share of Series A Preferred Stock; provided that if, on any Dividend Payment Date, the Corporation shall not have paid in cash the full amount of any dividend required to be paid on such share (such amount being “Unpaid Dividends”) on such Dividend Payment Date pursuant to this Section 2(1), then from such Dividend Payment Date, the Dividend Rate shall automatically be at a per annum rate of 8% for such share until the date on which all Unpaid Dividends have been declared and paid in full in cash. Dividends shall begin to accrue and be cumulative from the Issue Date (whether or not declared), shall compound on each Dividend Payment Date, and shall be payable in arrears (as provided below in this Section 2(1)), but only when, as and if declared by the Board (or a duly authorized committee of the Board) on each March 1, June 1, September 1 and December 1, and each Mandatory Conversion Date, Redemption Date and Liquidation Date (each, a “Dividend Payment Date”); provided that if any such Dividend Payment Date would otherwise occur on a day that is not a Business Day, such Dividend Payment Date shall instead be (and any dividend payable on Series A Preferred Stock on such Dividend Payment Date shall instead be payable on) the immediately succeeding Business Day with no additional dividends payable as a result of such payment being made on such succeeding Business Day. Dividends that are payable on Series A Preferred Stock on any Dividend Payment Date will be payable to holders of record of Series A Preferred Stock as they appear on the stock register of the Corporation on the applicable record date, which shall be the fifteenth (15th) calendar day before such Dividend Payment Date (as originally scheduled) or such other record date fixed by the Board (or a duly authorized committee of the Board) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Dat...
Clause type: entire
Agreement. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.