bhaskrr/legal-clauses huggingface dataset:
Clause type: payment_terms
 A. A&M System shall not pay any costs or fees as a direct result of this MSA. For services rendered as a result of this MSA, Member shall pay Provider based on the pricing stated within Exhibit B, attached hereto.
Clause type: conversion_of_shares
 Each share of common stock of Balqon, no par value per share (“Balqon Common Stock”), that is issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger and without any action on the part of any holder thereof, be converted into and will become one (1) share (the “Share Ratio”) of validly issued, fully paid and non-assessable common stock of BMR, $0.001 par value per share (the “BMR Common Stock”). All shares of BMR Common Stock issued upon the surrender for exchange of shares of Balqon Common Stock in accordance with the terms hereof shall (i) contain a restricted securities legend in compliance with the Securities Act and (ii) be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Balqon Common Stock. There shall be no further registration of transfers on the stock transfer books of Balqon of the shares of Balqon Common Stock that were outstanding immediately prior to the Effective Time.
Clause type: board
 5.1 Unless otherwise unanimously agreed upon by the Parties in writing, the Board shall consist of not more than seven (7) Directors, of whom:
Clause type: severability
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
Clause type: compensation
 (1) Base Salary. During the Employment Period, the Executive shall receive an annual base salary (the “Annual Base Salary”) at an annual rate at least equal to 12 times the highest monthly base salary paid or payable, including any base salary that has been earned but deferred, to the Executive by the Company and the Affiliated Companies in respect of the 12-month period immediately preceding the month in which the Effective Date occurs. The Annual Base Salary shall be paid at such intervals as the Company pays executive salaries generally. During the Employment Period, the Annual Base Salary shall be reviewed at least annually, beginning no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date. Any increase in the Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. The Annual Base Salary shall not be reduced after any such increase and the term “Annual Base Salary” shall refer to the Annual Base Salary as so increased.
Clause type: taxes
 The Contractor understands and acknowledges that the County will not withhold federal or state income taxes. Where required by state or federal law, the Contractor authorizes the County to make withholding for any taxes other than income taxes. All compensation received by the Contractor will be reported to the Internal Revenue Service and Washington State Department of Revenue in accordance with federal and state regulations. The Contractor is solely liable for any tax obligation arising from the Contractor’s performance of this contract. The Contractor hereby agrees to indemnify the County against any demand to pay taxes arising from the Contractor’s failure to pay taxes on compensation earned pursuant to this contract. The County will pay sales and use taxes imposed on goods and services acquired hereunder as required by law. The Contractor shall pay all other taxes including, but not limited to, Business and Occupation Tax, taxes based on the Contractor’s gross or net income, or personal property to which the County does not hold title. The County is exempt from Federal Excise Tax.
Clause type: indemnification
(i) In the event of the registration of any shares of the Company under the Securities Act pursuant to the provisions of Sections 13.2 or 13.3, the Company agrees to indemnify and hold harmless the Holders, each underwriter, broker or dealer, if any, and their directors, officers and employees, of such Shares, and each other person, if any, who controls the holders of the Convertible Notes or the Shares (or a permitted assignee thereof), such underwriter, broker or dealer within the meaning of the Securities Act, from and against any and all losses, claims, damages or liabilities (or actions in respect thereof), joint or several, to which the Holders (and as applicable) its directors, officers or employees, or such underwriter, broker or dealer or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such shares were registered under the Securities Act, any preliminary prospectus or final prospectus relating to such Shares, or any amendment or supplement thereto, 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, or any violation by the Company of any rule or regulation under the Securities Act applicable to the Company or relating to any action or inaction required by the Company in connection with any such registration and will reimburse the Holders, each such underwriter, broker or dealer and controlling person, and their directors, officers or employees, for any legal or other expenses reasonably incurred by the Holders or such underwriter, broker or dealer or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, such preliminary prospectus, such final prospectus or such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by the Holders and as applicable, su...
Clause type: payment
 Grantor will make prompt payment, as the same become due, of all installments of principal and interest on the Note and of all the other Secured Indebtedness.
Clause type: indemnification
(a) The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act, against any losses, claims, damages or liabilities to which such Underwriter or any such controlling person may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse each Underwriter and each such controlling person upon demand for any legal or other expenses reasonably incurred by such Underwriter or such controlling person in connection with investigating or defending any such loss, claim, damage or liability, action or proceeding or in responding to a subpoena or governmental inquiry related to the offering of the Units, whether or not such Underwriter or controlling person is a party to any action or proceeding; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Prospectus, or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by or through the Representative specifically for use in the preparation thereof; provided, further, however, that the foregoing indemnification agreement with respect to the Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such loss, claim, damage or liability purchased Units, or any officers, employees, representatives, agents or controlling persons of such Underwriter, if (i) a copy of the Prospectus (as then amended or supplemented) was required by law to be delivered to such person at or prior to the written confirmation of the sale of Units to such person, (ii) a copy of the Prospectus (as then amended or supplemented) was not sent or given to such person by or on behalf of such Underwriter and such ...
Clause type: investments
 The Parent will not, and will not permit any of the Subsidiaries to, directly or indirectly make or maintain any Investment except (collectively, the "PERMITTED INVESTMENTS"):
Clause type: insurance
The Company and its subsidiaries carry or are entitled to the benefits of insurance by recognized, financially sound and reputable institutions with policies in such amounts and with such deductibles and covering such risks as are generally deemed adequate and customary for their businesses. All policies of insurance and fidelity or surety bonds insuring the Company or any of its subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; the Company and its subsidiaries are in compliance with the terms of such policies and instruments in all material respects; and there are no material claims by the Company or any of its subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; and, to the Company’s knowledge, neither the Company nor any such subsidiary has been refused any insurance coverage sought or applied for. The Company has no reason to believe that it or any subsidiary will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not have a Material Adverse Effect.
Clause type: interest
 Tesoro Logistics LP, a Delaware limited partnership (“TLLP”) and Tesoro Logistics Finance Corp., a Delaware corporation (“Finance Corp.” and, together with TLLP, the “Issuers”), promise to pay interest on the principal amount of this Note at 5.25% per annum from December 2, 2016 until maturity. The Issuers will pay interest semi-annually in arrears on January 15 and July 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date, except in the case of the original issuance of Notes, in which case interest shall accrue from the date of authentication; provided, further, that the first Interest Payment Date shall be July 15, 2017. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
Clause type: payment
 The Borrower will provide for payment to the Agent for the benefit of the Lenders of each Bankers' Acceptance at its Maturity Date, either by payment of the Face Amount thereof or, subject to Section 7.3, through the utilization of a Borrowing in accordance with this Agreement, or through a combination thereof. The Borrower waives presentment for payment of Bankers' Acceptances by the Lenders and will not claim from the applicable Lenders any days of grace for the payment of Bankers' Acceptances at their Maturity Date. Any amount owing by the Borrower in respect of any Bankers' Acceptance which is not paid at such Maturity Date in accordance with this Agreement, will, as and from its Maturity Date, be deemed to be outstanding as a Canadian Prime Rate Loan.
Clause type: whereas
Developer intends to own, lease and/or control and operate the Generating Facility identified as a Large Generating Facility in Appendix C to this Agreement; and,
Clause type: representations
and Warranties. Each of the representations made by or on behalf of the Borrower in this Agreement or in any of the other Loan Documents or in any other report, statement, document, or paper provided by or on behalf of the Borrower shall be true and complete in all material respects as of the date as of which such representation or warranty was made.
Clause type: capitalization
 The authorized capital stock of Classic consists of 3,000,000 shares of Classic Common Stock, of which 3,000,000 shares are outstanding. Each of such outstanding shares of Classic Common Stock is duly authorized, validly issued, fully paid, and nonassessable, has not been issued and is not owned or held in violation of any preemptive or similar right of stockholders, and is owned of record and beneficially by stockholders identified in Schedule 3.02A, in each case free and clear of all liens, security interests, pledges, charges, encumbrances, stockholders' agreements, and voting trusts. Except as set forth in Schedule 3.02B hereto, (a) there is no commitment, plan, or arrangement to issue, and no outstanding option, warrant, or other right calling for the issuance of, any share of capital stock of Classic or any security or other instrument convertible into, or exercisable or exchangeable for, capital stock of Classic, and (b) there is outstanding no security or other instrument convertible into, or exercisable or exchangeable for, capital stock of Classic.
Clause type: severability
If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of either Party under this Agreement will not be materially and adversely affected thereby, (a) such provision shall be fully severable, (b) this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and reasonably acceptable to the Parties.
Clause type: indemnification
In addition to amounts payable as provided in subsection 3.6, the Borrower hereby agrees to protect, indemnify, pay and save harmless each Issuing Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel) which such Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit by such Issuing Lender, other than as a result of (a) the gross negligence or willful misconduct of such Issuing Lender as determined by a final judgment of a court of competent jurisdiction or (b) subject to the following clause (ii), the wrongful dishonor by such Issuing Lender of a proper demand for payment made under any Letter of Credit issued by it or (ii) the failure of such Issuing Lender to honor a drawing under any such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called “Governmental Acts”).
Clause type: definitions
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings and such meanings shall be equally applicable to the singular and plural forms of such terms, as the context may require.
Clause type: payment_terms
 All Rent will be paid by User to Tenant, in advance, on the first day of the month for which due. Any Rent for a period of less than one month will be adjusted pro rata. It is the intention of the parties that User shall pay for User’s Share of all costs and expenses relating to the Shared Space regardless of User’s actual use thereof. All Rent and any other sums due Tenant hereunder will be paid at such place as Tenant previously may have designated in a notice to User, and in the absence of such designation will be paid by wire transfer pursuant to the written wire instructions attached hereto as Annex 2 or as otherwise sent by Tenant to User in accordance with the notice provisions of this Agreement.
Clause type: termination
This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior to delivery of and payment for the Securities, if prior to such time (i) trading in the Common Stock of Edison International, a California corporation, shall have been suspended by the Commission or the New York Stock Exchange or trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such Exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the judgment of the Representatives, impracticable to market the Securities.
Clause type: compensation
 FTC shall be compensated for providing the services set forth in this Agreement in accordance with the Fee Schedule attached hereto as Exhibit A and as mutually agreed upon and amended from time to time. The Company agrees to pay all fees and reimbursable expenses within ten (10) business days following the receipt of the billing notice.
Clause type: severability
If any provision of the Contract is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of the Contract shall continue in full force and effect as if the Contract had been executed with the invalid, illegal or unenforceable provision eliminated.
Clause type: assignment
The Note, this Agreement and the other Loan Documents may be endorsed, assigned and/or transferred in whole or in part by Lender, and any such holder and/or assignee of the same shall succeed to and be possessed of the rights and powers of Lender under all of the same to the extent transferred and assigned. Lender may grant participations in all or any portion of its interest in the indebtedness evidenced by the Note, and in such event Borrower shall continue to make payments due under the Loan Documents to Lender and Lender shall have the sole responsibility of allocating and forwarding such payments in the appropriate manner and amounts. Borrower shall not assign any of its rights nor delegate any of its duties hereunder or under any of the other Loan Documents without the prior written consent of Lender.
Clause type: interest
 The Loans will bear interest from disbursement until due (whether at stated maturity, by acceleration on otherwise) at an annual rate equal to, at Borrower’s option, either (a) for a LIBOR Loan, the LIBOR Interest Rate plus the Applicable Margin, or (b) for a Prime Loan, the fluctuating Prime Rate plus the Applicable Margin. Interest on the Loans and other charges incurred under this Agreement will accrue daily and be payable (a) except in respect of a LIBOR Loan, monthly in arrears, on the first day of the next month, commencing on the first such date following disbursement; (b) if a LIBOR Loan, on the last day of each Interest Period therefore and upon any prepayment thereof (to the extent accrued on the amount prepaid); and (c) at the Termination Date. A Loan tied to the LIBOR Interest Rate is called a “LIBOR Loan,” and a Loan tied to the Prime Rate is called a “Prime Loan.” A Loan will be a Prime Loan any time it is not a LIBOR Loan.
Clause type: notices
(a) Any communications provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given if personally delivered at or couriered, sent by facsimile transmission (other than with respect to the Mortgage Loan Sellers) or mailed by registered mail, postage prepaid (except for notices to the Mortgage Loan Sellers, the Master Servicer the Certificate Administrator and the Trustee which shall be deemed to have been duly given only when received), to: In the case of the Depositor: GS Mortgage Securities Corporation II 200 West Street New York, New York 10282 Attention: Leah Nivison E-mail: leah.nivison@gs.com with a copy to: Brian Bolton 200 West Street New York, New York 10282 E-mail: brian.a.bolton@gs.com with a copy to: E-mail: gs-refgsecuritization@gs.com In the case of the Master Servicer: Wells Fargo Bank, National Association Commercial Mortgage Servicing Three Wells Fargo 401 South Tryon Street, 8th Floor MAC D1050-084 Charlotte, North Carolina 28202 Attention: GSMS 2020-GC47 Asset Manager Facsimile number: (704) 715-0036 Email: commercial.servicing@wellsfargo.com with a copy to: Wells Fargo Bank, National Association Legal Department 301 S. College St., TW-30 Charlotte, North Carolina 28202 Attention: Commercial Mortgage Reference: GSMS 2020-GC47 with a copy to: K&L Gates LLP 300 South Tryon Street, Suite 1000 Charlotte, North Carolina 28202 Attention: Stacy G. Ackermann Reference: GSMS 2020-GC47 In the case of the Special Servicer: KeyBank National Association, 11501 Outlook Street, Suite 300 Overland Park, Kansas 66211 Attention: Alan Williams (877) 379-1625 Email: Keybank_notices@keybank.com with a copy to: Polsinelli PC 900 West 48th Place, Suite 900 Kansas City, Missouri 64112 Attn: Kraig Kohring Fax Number: (816) 753-1536 with respect to any email notices set forth in this Agreement, email notices to: keybank_notices@keybank.com In the case of the Controlling Class Representative: Prime Finance Long Duration (B-Piece) II Holdco II, L.P. c/o Prime Finance 1330 Avenue of the Americas, Suite 2700 New York, NY 10019 Attention: Jon W. Brayshaw and Luke Dann with copies to Polsinelli PC 900 West 48th Place, Suite 900 Kansas City, Missouri 64112 Attention: Kraig Kohring Facsimile number: (816) 753-1536 In the case of the Risk Retention Consultation Parties: Goldman Sachs Mortgage Company 200 West Street New York, New York 10282 Attention: Leah Nivison Email: leah.nivison@gs.com...
Clause type: now
THEREFORE in consideration of the mutual undertakings set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Bank and the Employee agree as follows:
Clause type: headings
The headings contained in this Agreement are for convenience of reference only and in no way define, limit or describe the scope or intent of this Agreement or in any way affect this Agreement.