bhaskrr/legal-clauses huggingface dataset:
Clause type: esop
 The ESOP will be continued for the period of the ESOP Escrow. At the election of the ESOP fiduciary, the ESOP may make distributions to participants or, alternatively, enable them to transfer their interests into individual retirement accounts, in each case net of ongoing administrative expenses of the ESOP. All ESOP funds payable to participants or eligible for rollover as provided above will be net of all indebtedness of the ESOP, including the
Clause type: notices
Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified mail, return receipt requested or by Federal Express, express mail or similar overnight delivery or courier service or delivered (in person or by telecopy, telex or similar telecommunications equipment) against receipt to the party to which it is to be given at the address of such party set forth in the preamble to this Agreement (or to such other address as the party shall have furnished in writing in accordance with the provisions of this Section 7.06) with copies (which copies shall not constitute notice) as follows: If to the Parent or the Merger-Sub: 875 North Michigan Avenue, Suite 1560 Chicago, Illinois 60611 Attn: Robert H. Daskal With a copy to: D'Ancona & Pflaum LLC 111 East Wacker Drive, Suite 2800 Chicago, Illinois 60601 Attn: Arthur Don, Esq. If to Takeoutmusic.com: 381 Broadway, Suite 201 New York, New York 10013 Attn: Mori S. Ninomiya With a copy to: Camhy Karlinsky & Stein LLP 1740 Broadway, 16th Floor New York, New York 10019 Attn: Alan I. Annex, Esq. Any notice shall be addressed to the attention of the President. Any notice or other communication given by certified mail shall be deemed given three business days after certification thereof, except for a notice changing a party's address which will be deemed given at the time of receipt thereof. Any notice given by other means permitted by this Section 7.06 shall be deemed given at the time of receipt hereof.
Clause type: headings
The headings as to contents of particular paragraphs of this Agreement are inserted for convenience only and shall not be construed as a part of this Agreement or as a limitation on the scope of any terms or provisions of this Agreement.
Clause type: headings
The headings used in this Agreement are for the convenience of reference only and do not form part of or affect the interpretation of this Agreement.
Clause type: payment
 135 (a) Payment………………………% of invoice amount by cash in ……………………………………………………… 136 * In exchange for and on presentation of shipping documents; 137 * In exchange for shipping documents on or before arrival of the vessel at destination, at Buyers' option; 138 Sellers, however, have the option of calling upon Buyers to take up and pay for documents on or after 139 140 ................................ consecutive days from the date of the bill(s) of lading. 141 (b)Shipping documents – shall consist of - 1. Invoice. 2. Full set(s) of on board Bill(s) of Lading and/or 142 Ship’s Delivery Order(s) and/or other Delivery Order(s) in negotiable and transferable form. Such other 143 Delivery Order(s) if required by Buyers, to be countersigned by the Shipowners, their Agents or a
Clause type: employee_benefits
 (i) Schedule 4.03(m)(i) sets forth a list of all "employee pension benefit plans" (as defined in Section by ICI or any of its Affiliates for the benefit of any officers or employees of ICI ("ICI Pension Plans") and all "employee welfare benefit plans" (as defined in Section 3(1) of ERISA), bonus, stock option, stock purchase, deferred compensation plans or arrangements and other employee fringe benefit plans maintained, or contributed to, by ICI or any of its Affiliates for the benefit of any officers or employees of ICI (all the foregoing, including the ICI Pension Plans, being herein called "ICI Benefit Plans"). ICI has made available to IHS true, complete and correct copies of (i) each ICI Benefit Plan (or, in the case of any unwritten ICI Benefit Plans, descriptions thereof), (ii) the two most recent annual reports on Form 5500 (including all schedules and attachments thereto) filed with the Internal Revenue Service with respect to each ICI Benefit Plan (if any such report was required), (iii) the most recent summary plan description for each ICI Benefit Plan for which such a summary plan description is required and (iv) each trust agreement, group annuity contract or other funding and financing arrangement relating to any ICI Benefit Plan.
Clause type: loans
 (i) Make, increase or purchase any Loan (which for purposes of this Section 5.1(q) shall include both funded and unfunded commitments) if, as a result of such action, the total commitment to the borrower and the borrower's Affiliates would equal or exceed $5,000,000 or (ii) renegotiate, renew, increase, extend, modify or purchase any existing Loan rated "special mention" or lower by the Company Bank in an amount equal to or greater than $2,000,000.
Clause type: insurance
The Company has caused or will cause to be performed any and all acts required to preserve the rights and remedies of the Purchaser in any insurance policies applicable to the Mortgage Loans including, without limitation, any necessary notifications of insurers, assignments of policies or interests therein, and establishments of coinsured, joint loss payee and mortgagee rights in favor of the Purchaser; No action, inaction, or event has occurred and no state of fact exists or has existed that has resulted or will result in the exclusion from, denial of, or defense to coverage under any applicable pool insurance policy, special hazard insurance policy, PMI Policy or bankruptcy bond, irrespective of the cause of such failure of coverage. In connection with the placement of any such insurance, no commission, fee, or other compensation has been or will be received by the Company or any designee of the Company or any corporation in which the Company or any officer, director, or employee had a financial interest at the time of placement of such insurance;
Clause type: compensation
 As his base monetary compensation for his services to the Company during the term of this Agreement in whatever capacity rendered, the Company shall pay to the Executive in bi-weekly installments the sum of $32,000 per year plus a bonus plan and deferred compensation. This compensation may be increased annually on the anniversary date of this Agreement during the term hereof at a rate equal to the increase in the consumer price index issued by the United States Department of Labor with July 1, 1996 acting as the base index equal to 100 unless otherwise mutually agreed upon by the Executive and the Company. Additional compensation based upon the pre-tax profits of the Company may be paid annually to the Executive as incentive pay as determined by the Board of Directors' Compensation Committee.
Clause type: now
THEREFORE in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:
Clause type: investments
 The Company will not, and will not permit any Subsidiary to, make any Investments outside the ordinary course of business for the Company or any Subsidiary, without the prior written consent of Purchaser, except:
Clause type: ownership_of_shares
 Company Stockholder is the sole record and beneficial owner of that number of shares of Company Stock set forth next to Company Stockholder's name on the Signature Page (other than to the extent that (i) shares held by an entity may be deemed to be beneficially owned by certain persons in control of such entity and (ii) all or a portion of Company Stockholder's Shares may be held by a broker in street name). On the date hereof, such shares of Stockholder Company Shares constitute all of the shares of Company Stock owned of record or beneficially owned by Company Stockholder. Company Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in this Agreement, sole power of disposition, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Stockholder Company Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement.
Clause type: interest
 14.1. Interest is charged on any adjustments under this Agreement and on any advances that may be made under section 6 above, as of the last day of each month based on the daily debit balances in your Funds In Use account for that month, at a rate equal to the greater of: (a) the sum of 1.5% plus the JPMorgan Rate (defined below), or (b) 5% per annum. The JPMorgan Rate is the per annum rate of interest publicly announced by JPMorgan Chase Bank (or its successor) in New York, New York from time to time as its prime rate, and is not intended to be the lowest rate of interest charged by JPMorgan Chase Bank to its borrowers. Any change in the rate of interest hereunder due to a change in the JPMorgan Rate will take effect as of the first of the month following such change in the JPMorgan Rate. All interest is calculated on a 360 day year.
Clause type: taxes
 Each Loan Party has timely filed or caused to be filed all federal and other material state and other tax returns that are required to be filed by it (and all such tax returns are true, correct, and complete in all material respects) and has paid or caused to be paid all Taxes required to have been paid by it, in each case, except (a) any Taxes that are being contested in good faith by appropriate proceedings for which adequate reserves in conformity with GAAP have been set aside on the books of the relevant Loan Party or (b) to the extent such failure could not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect.
Clause type: loans
 As regards financial assistance in the form of loans, the European Investment Bank could consider, at the request of the Council of the European Union, the extension of its financing of investment projects in South Africa by means of long-term loans, within the limits of maximum amounts and periods of validity to be determined in application of the relevant dispositions of the Treaty establishing the European Community.
Clause type: payment_terms
 A. The Payment rate schedule is attached as Exhibit B and made a part of this agreement.
Clause type: interest
 Each Swingline Loan shall be an ABR Loan and, subject to the provisions of Section 2.7, shall bear interest at the rate provided for the ABR Revolving Loans as provided in Section 2.6(a).
Clause type: assignment
Neither Party may assign any part of this Agreement without the consent of the other, except to an affiliated company or a third party that succeeds to all or substantially all of the assigning Party’s business or assets relating to this Agreement, whether by sale, merger, operation of law or otherwise, provided that: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; and (b) the assigning Party has notified the other Party of the assignment. Any attempt to assign any part of this Agreement other than as permitted under this Section is void.
Clause type: headings
The headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the parties to this Agreement.
Clause type: interest
 Capmark Financial Group Inc., a Nevada corporation (such Person, and its respective successors and assigns under the Indenture hereinafter referred to, being herein called the “Issuer”), promises to pay interest on the principal amount of this Note at a rate per annum of 5.875% (the “initial interest rate”), which initial interest rate shall be subject to adjustment as set forth below. The Issuer shall also pay Additional Interest to the extent and with respect to such periods, if any, as such Additional Interest is payable pursuant to the Registration Rights Agreement. The Issuer shall pay interest (which, as used in this Note, shall also refer to Additional Interest to the extent payable) semiannually in arrears on May 10 and November 10 of each year, commencing November 10, 2007. Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Issue Date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months, and in the case of any partial month, the actual number of days elapsed in such partial month. The interest rate payable on this Note will be subject to adjustment from time to time if either Moody’s or S&P downgrades (or subsequently upgrades) the debt rating assigned to the Notes as set forth below. If the rating from Moody’s is decreased to a rating set forth in the immediately following table, the interest rate on this Note shall increase from the initial interest rate by the percentage set forth opposite that rating: Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % If the rating from S&P is decreased to a rating set forth in the immediately following table, the interest rate on this Note shall increase from the initial interest rate set forth above by the percentage set forth opposite that rating: BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % If Moody’s or S&P subsequently increases its rating of the Notes to any of the ratings set forth above, the interest rate on this Note will be decreased such that the interest rate for this Note equals the initial interest rate set forth above plus (if applicable) the percentage set forth opposite the ratings from the tables above in effect immediately following the increase. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P, shall be made independent of any and all other adjustments. In no event shall (1) the interest...
Clause type: headings
The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, CBEYOND COMMUNICATIONS, INC. By: Name Title: Accepted: , 2005 DEUTSCHE BANK SECURITIES INC. For themselves and on behalf of the several Underwriters listed in Schedule I hereto. By: By: Underwriter Number of Shares Deutsche Bank Securities Inc. Raymond James & Associates, Inc. Thomas Weisel Partners LLC ThinkEquity Partners LLC
Clause type: payment
 2.1 The Subscription Proceeds must accompany this Subscription and shall be paid by certified cheque or bank draft drawn on a chartered bank reasonably acceptable to the Company, and made payable and delivered to the Company’s attorneys, Clark Wilson LLP of Vancouver, Canada. Alternatively, the Subscription Proceeds may be wired Clark Wilson LLP pursuant to wiring instructions attached hereto as Appendix A. If the funds are delivered to the Company’s lawyers, those lawyers are authorized to immediately deliver the funds to the Company or to deliver them to a third party as instructed by the Company.
Clause type: investment-company-act
 None of the Loan Parties or any of their respective Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.
Clause type: headings
The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.
Clause type: ownership_of_shares
 Such Stockholder is the record owner of the number shares of Company Common Stock set forth opposite its name on Schedule 2.4 (with respect to each Stockholder and together with any shares of Company Common Stock with respect to which such Stockholder shall have or receive record ownership, its "Shares"), free and clear of any Liens other than restrictions contained in the Amended and Restated Investors Agreement, dated as of April 9, 1998 (the "Investors Agreement"). Except as otherwise provided in the Investors Agreement, such Stockholder has sole voting power, and sole power of disposition, with respect to all of such Stockholder's Shares.
Clause type: definitions
The following terms have the meanings set forth, or referred to, below:
Clause type: compensation
 Prior to commencement of services, Contractor shall provide a valid, current taxpayer ID number to the San Luis Obispo County Auditor/Controller at: 1055 Monterey Street Room D220, San Luis Obispo, CA. 93408. County shall pay to Contractor as compensation in full for all services performed by Contractor pursuant to this Contract, the following sums in the following manner:
Clause type: investments
 Make any loan, advance or otherwise acquire evidences of Indebtedness, capital stock or other securities of any Person or otherwise make any Investment, except:
Clause type: headings
Headings in this Amendment are for convenience of reference only and are not part of the substance hereof.
Clause type: ownership_of_shares
 As of the date of this Agreement, the Stockholder is the beneficial owner of 26,858,577 outstanding shares of Cheetah Stock owned of record by the Stockholder or one or more of its wholly-owned subsidiaries, which shares of Cheetah Stock would collectively constitute the Covered Shares if the record date referred to in the definition thereof were the date hereof, in each case, free and clear of any lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of any such shares) other than those created by (i) this Agreement, (ii) the amended and restated certificate of incorporation of Cheetah, (iii) that certain Stockholders Agreement dated as of March 19, 2013, by and between Cheetah and the Stockholder (the “Cheetah Stockholders Agreement”), (iv) U.S. federal or state securities laws or (v) the Warrant Agreement, dated as of November 30, 2009, by and between Cheetah and Mellon Investor Services LLC governing the Warrants. None of the shares of Cheetah Stock referred to in the first sentence of this Section 3.04 is, and as of the record date for any meeting of stockholders of Cheetah called to approve any Covered Matter, no Covered Shares will be, subject to any voting trust or other agreement or arrangement with respect to the voting of such shares of Cheetah Stock, other than the Cheetah Stockholders Agreement.
Clause type: assignment
The Contractor shall not assign, subcontract or otherwise transfer in whole or in part, its right or obligations under this Agreement without prior written consent of the State. Any attempted assignment or transfer without said consent shall be void and of no effect.
Clause type: definitions
The terms that follow, when used in this Agreement, shall have the meanings indicated.
Clause type: esop
 The Company shall cooperate with Newco in taking all steps necessary or appropriate so that, effective as of the Effective Time, the Company's Employee Stock Ownership Plan (the "ESOP") shall be amended so as to (i) eliminate the right of participants in the ESOP to receive distributions in the form of employer securities, (ii) terminate the status of the ESOP as an employee stock ownership plan, (iii) provide that the Merger Consideration received by the ESOP in the Merger shall not be reinvested in employer securities, (iv) freeze benefit accruals under the ESOP, and (v) vest all participants in the ESOP in their account balances in the ESOP.
Clause type: whereas
H-GAC hereby engages the Contractor to perform certain services in accordance with the specifications of the Agreement; and
Clause type: interest
 3.1 Until such time as the Notes are repaid, purchased or cancelled by the Company in accordance with the provisions of the Instrument or these Conditions, interest on the outstanding principal amount of the Notes shall accrue daily and shall compound on the last day of each Interest Period at a rate equal to the Interest Rate. Any interest which falls for calculation will be calculated on the basis of a 365 or 366 day year (as the case may be).
Clause type: ownership_of_shares
 (a) Such Shareholder is the sole legal and beneficial owner of the number and class of Shares set forth opposite such Shareholder’s name on Schedule 2.3(a) of the Company Disclosure Letter, in each case free and clear of any Encumbrances (other than Encumbrances arising under applicable securities Laws and Encumbrances under the Organizational Documents of the Company), and, upon consummation of the Transactions in accordance with the terms hereof, Holdco will acquire good and marketable title to such Shares, free of any and all Encumbrances (other than Encumbrances arising under applicable securities Laws and Encumbrances under the Organizational Documents of the Company).
Clause type: payment
 6.10.1 There shall be no refund or reduction of, or postponement in the payment of, the Rent and any other monies reserved under this Agreement, notwithstanding any refusal or delays on the part of the relevant authorities in granting any permissions, approvals and / or licences applied for by the Tenant in respect of the Premises or any subsequent revocation thereof.
Clause type: interest
 The Company promises to pay interest on the principal amount of this Security at the rate per annum shown above. The Company will pay interest semiannually on and of each year, commencing , , until the principal is paid or made available for payment. Interest on the Securities will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from , , provided that, if there is no existing default in the payment of interest, and if this Security is authenticated between a record date referred to on the face hereof and the next succeeding interest payment date, interest shall accrue from such interest payment date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
Clause type: grant_of_option
 Pursuant to the authorization of the Compensation Committee, and subject to the terms, conditions and provisions contained in the Plan and this Agreement, the Company hereby grants to the Optionee the right and option (the “Option”) to purchase from the Company, at the times and on the terms and conditions hereinafter set forth, all or part of an aggregate of 5,000 shares of Common Stock at the purchase price of $7.60 per share. Exercises of this Option may be honored by issuing authorized and unissued shares of Common Stock or, at the election of the Company, by transferring shares of Common Stock which may at the time be held by the Company as treasury shares.
Clause type: assignment
This Agreement shall not be assignable by either of the parties hereto prior to the Closing without the prior written consent of the other party, and any attempted assignment contrary to the provisions hereby shall be null and void; provided, however, that Buyer may assign its rights and obligations hereunder, in whole or in part, to any affiliate of Buyer who furnishes to the Company the representations and warranties set forth in Section II hereof and otherwise agrees to be bound by the terms of this Agreement.
Clause type: representations
and Warranties. On and as of the Amendment No. 1 Effective Date, after giving effect to this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and each Lender as follows: