bhaskrr/legal-clauses huggingface dataset:
Clause type: payment
 Payment of the purchase price for, and delivery of, the Initial Securities shall be made at the offices of Vinson & Elkins L.L.P., 1001 Fannin St., Suite 2500, Houston, Texas 77002, or at such other place as shall be agreed upon by the Representatives, the Trust and the Company, at 9:00 A.M. (New York City time) on [·], 2018 (unless postponed in accordance with the provisions of Section 11), or such other time not later than five business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices at 9:00 A.M. (New York City time), or at such other place as shall be agreed upon by the Representatives and the Company, on each Option Closing Date as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a single bank account designated by the Company, in each case against delivery to the Representatives for the respective accounts of the Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Wells Fargo, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Date or the relevant Option Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.
Clause type: miscellaneous
(a) This Agreement cannot be changed or terminated orally. This Agreement shall create a continuing lien on and security interest in the Collateral and shall be binding upon each Debtor, its successors and assigns and shall inure, together with the rights and remedies of the Secured Creditors hereunder, to the benefit of the Secured Creditors and their successors and permitted assigns; provided, however, that no Debtor may assign its rights or delegate its duties hereunder without the Agent's prior written consent. Without limiting the generality of the foregoing, and subject to the provisions of the Credit Agreement, any Lender may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other person, and such other person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise.
Clause type: loans
 Loans made or to be made by the Banks to the Borrowers pursuant to (S)2 hereof. Majority Banks. As of any date, the Banks holding at least fifty-one percent (51%) of the outstanding principal amount of the Notes on such Date; and if no such principal is outstanding, the Banks whose aggregate Commitment Percentages on such date together constitute at least fifty-one percent (51%) of the Total Commitment. Marine Assets. As defined in the preamble.
Clause type: investments
 Neither Lessee nor any of its Subsidiaries shall make any Investment except for Investments in the following:
Clause type: definitions
The terms set forth below shall have the meaning ascribed to them below. Other terms are also defined elsewhere in the Contract and shall have the meanings ascribed to them herein.
Clause type: employee_benefits
 During the Term, and as otherwise provided within the provisions of each of the respective plans, the Company shall provide to the Executive all benefits to which other executives and employees of the Company are entitled to receive, as commensurate with the Position, subject to the eligibility requirements and other provisions of such arrangements as applicable to executives of the Company generally.
Clause type: capitalization
 The capitalization of the Company as of the date hereof, is, and the capitalization as of the Closing, subject to exercise of any outstanding warrants and/or exercise of any outstanding stock options, after taking into account the offering of the Securities contemplated by this Agreement and all other share issuances occurring prior to this Offering, will be, as set forth in the Capitalization Schedule as set forth in Exhibit K. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities. Except as disclosed in the Capitalization Schedule, as of the date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the Company or any of its subsidiaries, or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries, and (ii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of its or their securities under the Act (except the Registration Rights Agreement).
Clause type: investments
 All money received or held by the Security Agent under the Finance Documents may, in the name of, or under the control of, the Security Agent:
Clause type: esop
 On and after the Distribution Date, Resources Employees shall no longer participate in the ESOP, and the Resources Savings Plan shall not contain an ESOP. Therefore, the ESOP shall continue as a component of the REI Savings Plan. After the Distribution Date, the ESOP will hold shares of Resources Common Stock, and applicable law generally prohibits such plans from holding securities that are not "qualifying employer securities" within the meaning of Code Section 4975(e)(8) for more than 90 days after the Distribution Date unless an extension is granted by the IRS. Accordingly, REI will request that the IRS grant an extension of such 90-day period to such a time as the REI Savings Plan's independent fiduciary deems prudent and the IRS deems acceptable to allow the independent fiduciary to dispose of the Resources Common Stock received by the ESOP on account of the Distribution and to reinvest in qualifying employer securities in a manner consistent with the best interests of the ESOP participants. Notwithstanding the foregoing to the contrary, this Section 4.02 shall not apply to Resources Union Employees who may be eligible to participate in the ESOP.
Clause type: loans
 (a) Subject to the terms and conditions of this Agreement, each Bank severally agrees to make revolving credit Loans to the Company from time to time during the period from the Effective Date to, and including, the Termination Date in an aggregate principal amount at any one time outstanding not to exceed its Commitment. The Company may use the Commitments by repaying and prepaying the Loans in whole or in part, and on or prior to the Termination Date, borrowing and reborrowing, all in accordance with the terms and conditions hereof.
Clause type: investments
 No Loan Party shall, nor shall it permit any of its Subsidiaries to, make or permit to exist any Investments, except (i) cash and Cash Equivalents, (ii) Investments received in satisfaction or partial satisfaction of royalty receivables from financially troubled account debtors, (iii) Investments (x) by RPIFT made as part of a Permitted Royalty Acquisition, (y) by RPIFT in connection with an Affiliate Acquisition or (z) in its Subsidiaries as expressly permitted hereby, (iv) Investments arising under Secured Cash Management Agreements, Secured Hedge Agreements, RPIFT Secured Cash Management Agreements or RPIFT Secured Hedge Agreements, (v) as set forth in the Transaction Description or in connection with the Reorganization and (vi) other Investments in an aggregate principal amount up to $100,000,000.
Clause type: compensation
 As consideration for the services and covenants described in this Agreement, the Company agrees to compensate Executive in the following manner:
Clause type: governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions (other than Section 5-1401 of the General Obligations Law of the State of New York), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
Clause type: representations
and Warranties. (a) The Depositor represents and warrants that it is a sophisticated investor able to evaluate the risks and merits of the transactions contemplated hereby, and that it has not relied in connection therewith upon any statements or representations of the Seller or MSMCI other than those contained in the Agreement or this Assignment.
Clause type: counterparts
This Assignment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute the same instrument.
Clause type: insurance
Contractor shall maintain insurance coverage for work performed or services rendered under this Agreement as outlined and defined in the attached Special Provisions.
Clause type: base-salary
 The Executive shall be paid an annualized salary, payable in accordance with the regular payroll practices of the Company, of not less than $450,000, subject to review for increase at the discretion of the Compensation Committee (the “Committee”) of the Board (“Base Salary”).”
Clause type: grant
 As security for the prompt and complete payment and performance when due of all of the Obligations, Debtor does hereby grant to Secured Party a continuing security interest (“Security Interest”) in all personal property and fixtures of Debtor, wherever located, whether now existing or owned or hereafter arising or acquired, whether or not subject to the Uniform Commercial Code, as the same may be in effect in the State of New York, as amended from time to time (“UCC”), and whether or not affixed to any realty, including, without limitation, (i) all accounts, chattel paper, investment property, deposit accounts, documents, goods, equipment, farm products, general intangibles (including trademarks, service marks, trade names, patents, copyrights, licenses and franchises), instruments, inventory, money, letter of credit rights, causes of action (including tort claims) and other personal property (including agreements and instruments not constituting chattel paper or a document, general intangible or instrument); (ii) all additions to, accessions to, substitutions for, replacements of and supporting obligations of the foregoing; (iii) all proceeds and products of the foregoing, including, without limitation, insurance proceeds; and (iv) all business records and information relating to any of the foregoing and any software or other programs for accessing and manipulating such information (collectively, the “Collateral”). Debtor acknowledges and agrees that the foregoing collateral description is intended to cover all assets of Debtor.
Clause type: payment
 The Service User shall pay to the Service Provider the Fee in full and final satisfaction of its obligations under this Agreement, in the instalments and at the intervals set out in Schedule 1. Funding shall be paid subject to the achievement of the Outcomes which will be monitored on a quarterly basis (where indicated in Schedule 1). Payment of the Funding will be subject to the submission of an invoice along with a report in line with the timetable set out in Schedule 1. Subject to the Service user being satisfied with all parts of the Invoice, the Service user shall make payment against the Invoice within 30 (thirty) days (the "Due Date for Payment"). In the event of the Service User failing to pay the Service Provider any sum due under the Agreement by the Final Date for Payment or the Service Provider failing to pay the Service user any sum due under the Contract, the entitlement to simple interest on the debt under the terms of the Late Payment of Commercial Debts (Interest) Act 1998 as amended by the Late Payment of Commercial Debts Regulations 2002 will accrue at the rate of 1% above Bank of England base rate. The provision under the Act and the Regulations for the payment of a fixed sum of compensation in addition to interest is waived by both parties to the Contract. In consideration of the provision of the Services by the Service Provider in accordance with the terms and conditions of this agreement, the Service User shall pay the Funding to the Service Provider. The Service Provider shall maintain complete and accurate records of, and supporting documentation for, all amounts which may be chargeable to the Service User pursuant to this agreement. Such records shall be retained for inspection for six (6) year(s) from the end of the Agreement Year to which the records relate.
Clause type: termination
(a) This Agreement and the Executive’s employment hereunder shall terminate upon the happening of any of the following events:
Clause type: interest
 The makers of the Advances shall be entitled to the applicable Interest Distribution Amount payable on each Payment Date in accordance with Sections 2.7(B) and 2.7(C).
Clause type: capitalization
 The authorized capital stock of Purden Lake consists of 100,000,000 shares of common stock, par value $0.001 per share (“Purden Lake Common Stock”), of which 5,500,000 shares are issued and outstanding immediately prior to the consummation of the Transactions, 2,500,000 shares of which have been registered for resale with the U.S. Securities and Exchange Commission (“SEC”) pursuant to an effective registration statement. All issued and outstanding shares of Purden Lake Common Stock are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.
Clause type: compensation
 FMFS 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 Trust agrees to pay all fees and reimbursable expenses within ten (10) business days following the receipt of the billing notice. Notwithstanding anything to the contrary, amounts owed by the Trust to FMFS shall only be paid out of the assets and property of the particular Fund involved.
Clause type: ownership_of_shares
 Selling Sub owns all of the Shares free and clear of any Liens whatsoever. Selling Sub has all requisite legal right, power and authority to transfer such Shares to Buyer. Assuming Buyer has the requisite corporate power and authority to be the lawful owner of the Shares, upon delivery to Buyer at the Closing of certificates representing the Shares and a duly executed stock transfer form relating to the Shares to Buyer and receipt by Selling Sub of the consideration therefor, Buyer will acquire the Shares free and clear of any Liens whatsoever, other than those arising from acts of Buyer after the Closing Date. Other than this Agreement, the Shares are not subject to any voting trust, voting agreement, shareholders’ agreement or other contract, agreement, arrangement, commitment, or understanding, including
Clause type: confidentiality
Tenant shall keep the terms and conditions of this Lease and any information provided to Tenant or its employees, agents or contractors pursuant to Article 9 confidential and shall not (a) disclose to any third party any terms or conditions of this Lease or any other Lease-related document (including subleases, assignments, work letters, construction contracts, letters of credit, subordination agreements, non-disturbance agreements, brokerage agreements or estoppels) or the contents of any documents, reports, surveys or evaluations related to the Project or any portion thereof or (b) provide to any third party an original or copy of this Lease (or any Lease-related document or other document referenced in Subsection 38(a)). Landlord shall not release to any third party any non-public financial information or non-public information about Tenant’s ownership structure that Tenant gives Landlord. Notwithstanding the foregoing, confidential information under this Section may be released by Landlord or Tenant under the following circumstances: (x) if required by Applicable Laws or in any judicial proceeding; provided that the releasing party has given the other party reasonable notice of such requirement, if feasible, (y) to a party’s attorneys, accountants, brokers, lenders, potential lenders, investors, potential investors and other bona fide consultants or advisers (with respect to this Lease only); provided such third parties agree to be bound by this Section or (z) to bona fide prospective assignees or subtenants of this Lease; provided they agree in writing to be bound by this Section.
Clause type: representations
and Warranties. The Pledgor hereby represents and warrants that:
Clause type: counterparts
This Novation Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.
Clause type: compensation
 As full compensation for all services rendered by the Executive to the Company under this Agreement, the Company shall pay the Executive the compensation set forth in Schedule A attached and incorporated into this Agreement. This schedule may be amended from time to time in writing by the Company and the Executive.
Clause type: payment
 The Exercise Agreement shall be accompanied by full payment for the shares of Common Stock being purchased (the “Exercise Price”). Such payment shall be made (i) in cash (by check), (ii) by delivery of shares of Common Stock (which, if acquired pursuant to the exercise of a stock option or under an Award made under the Plan or any other compensatory plan of the Company, were acquired at least six (6) months prior to the option exercise date) having a Fair Market Value (determined as of the exercise date) equal to all or part of the exercise price and cash for any remaining portion of the exercise price or (iii) to the extent permitted by law, by such other method as the Committee may from time to time prescribe, including a cashless exercise procedure through a broker-dealer. Any shares of Common stock delivered in payment of the Exercise Price shall be fully paid and free and clear of all liens, claims, encumbrances and security interests.
Clause type: representations
and Warranties. The Issuer hereby represents and warrants to the Escrow Agent that:
Clause type: loans
 Lender agrees, subject to the terms and conditions set forth herein and based on the representations and warranties set forth herein, from time to time on or after the Closing Date and through and including the Termination Date, upon written request of the Borrower in the form of notice attached hereto as Schedule 2.1 (the "Notice of Borrowing"), to make Loans to the Borrower in an aggregate principal amount at any time not to exceed Four Million Five Hundred Thousand Dollars ($4,500,000) (the "Credit Commitment") through and including the Termination Date; provided, that the aggregate amount of Loans to be disbursed (i) during the one month period beginning October 30, 1997 shall not exceed Four Hundred Thousand Dollars ($400,000) (the "First Disbursement"), (ii) during the period beginning November 25, 1997 and ending January 1, 1998, shall not exceed Three Hundred and Ten Thousand Dollars ($310,000) (the "Second Disbursement"), (iii) during the period beginning January 2, 1998 and ending May 1, 1998, shall not exceed One Million One Hundred Twenty Five Thousand Dollars ($1,125,000) (the "Third Disbursement"), (iv) during the period beginning May 2, 1998 and ending July 31, 1998, shall not exceed One Million Three Hundred Thousand ($1,300,000) (the "Fourth Disbursement") and (v) during the period beginning August 1, 1998 and ending October 31, 1998, shall not exceed One Million Three Hundred and Sixty-Five Thousand Dollars ($1,365,000) (the "Fifth Disbursement"). In consideration for making the Loans, on the Closing Date, (i) the Borrower shall grant to the Lender Warrants for the purchase of an aggregate of 1,342,422 shares of the Borrower's Common Stock at an exercise price of $1.00 each, which Warrants may be exercised in accordance with and subject to the terms and conditions of the Warrants and (ii) the Borrower shall grant to the Lender an option to purchase certain restaurants from Borrower, which option may be exercised in accordance with and subject to the terms and conditions of the Option Agreement.
Clause type: base-salary
 Executive’s annual salary will be $225,000 (the “Base Salary”), paid in accordance with the Company’s payroll practices, as in effect from time to time. The Base Salary will be reviewed on an annual basis by the Company’s Board of Directors (the “Board”) or the Compensation Committee of the Board and may be increased from time to time. To the extent the Board has authorized its Compensation Committee to act on its behalf in any particular respect, references to the Board in that context will also be deemed to include the Compensation Committee.
Clause type: payment
 Payment of the purchase price for, and delivery of certificates for, the Underwritten Securities shall be made at the offices of Underwriters’ Counsel, or at such other place as shall be agreed upon by the Underwriters and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date of the applicable Terms Agreement (unless postponed in accordance with the provisions of Section 8 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such time and date of payment and delivery being herein called the “Closing Time” and the “Closing Date,” respectively). Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated in writing by the Company, against delivery to the Underwriters for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Underwriters’ representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Underwritten Securities which it has severally agreed to purchase. The Underwriters’ representative, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Underwritten Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder.
Clause type: miscellaneous
The miscellaneous provisions set forth in Article X of the Credit Agreement apply to this Amendment. This Amendment may be signed in any number of counterparts, each of which shall be an original, and may be executed and delivered by telecopier or other electronic imaging means.
Clause type: investments
 (i) held by the Borrower or such Subsidiary in the form of cash and Cash Equivalents,
Clause type: headings
The heading in this Agreement are for convenience only and shall not affect the interpretation or construction of the Agreement or any of its provisions.