bhaskrr/legal-clauses huggingface dataset:
Clause type: now
THEREFORE in consideration of the foregoing premises and the respective representations, warranties, covenants, agreements and conditions hereinafter set forth, and, intending to be legally bound hereby, the parties hereby agree as follows:
Clause type: investments
 Make any investments in, or purchase any stock, option, warrant, or other security or evidence of indebtedness of, any person or entity (exclusive of any Subsidiary), other than obligations of the United States Government or certificates of deposit or other instruments maturing within one year from the date of purchase from financial institutions with capital in excess of $50 million.
Clause type: base-salary
 Your base salary shall be at the annual rate of $125,000, payable in equal bi-weekly installments. Such base salary shall be adjusted annually based on changes in the consumer price index (all urban consumers, U.S. city average). The Board will annually review your base salary beginning in 1999. Necessary withholding taxes, FICA contributions and the like shall be deducted from your base salary.
Clause type: insurance
(a) Keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower’s industry and location and as Bank may reasonably request. Insurance policies shall be in a form, with financially sound and reputable insurance companies that are not Affiliates of Borrower, and in amounts that are satisfactory to Bank. All property policies shall have a lender’s loss payable endorsement showing Bank as lender loss payee. All liability policies shall show, or have endorsements showing, Bank as an additional insured. Bank shall be named as lender loss payee and/or additional insured with respect to any such insurance providing coverage in respect of any Collateral.
Clause type: compensation
 3.1 As of the date of this Agreement, Employee's annual base salary is $405,000. Employee's base salary and performance shall be reviewed periodically at intervals approved by the Management Development and Compensation Committee of the Board of Directors of the Company (the "Committee"), and Employee's base salary may be increased from time to time based on merit or such other consideration as the Committee may deem appropriate.
Clause type: capitalization
 (a) The authorized capital stock of the Company consists solely of (i) 105,000,000 shares of Company Common Stock and (ii) 3,000,000 shares of preferred stock, par value $0.001 per share (“Company Preferred Stock”).
Clause type: employee_benefits
 (a) Effective as of the Effective Time and for a one-year period following the Effective Time, Parent shall provide, or cause the Surviving Corporation and its Subsidiaries and successors to provide, those persons who, immediately prior to the Effective Time, were employees of the Company and its Subsidiaries and who continue in such employment ("CONTINUING EMPLOYEES"), with benefits and compensation that are substantially comparable, in the aggregate, to the compensation and benefits provided to such employees as of the date of this Agreement; PROVIDED, that nothing herein shall restrict Parent or the Surviving Corporation from terminating the employment of any such employees in accordance with applicable laws and contractual rights, if any, of such employees.
Clause type: indemnification
To the extent not prohibited by law, each Party will indemnify the other and hold the other harmless against any loss, cost, claim, injury, or liability relating to or arising out of negligence or willful misconduct by the indemnifying Party or its agents or contractors in connection with the indemnifying Party’s provision of services, provided, however, that any indemnity for any loss, cost, claim, injury or liability arising out of or relating to errors or omissions in the provision of services under this Agreement shall be limited as otherwise specified in this Agreement. The indemnifying Party under this Section agrees to defend any suit brought against the other Party for any such loss, cost, claim, injury or liability. The indemnified Party agrees to notify the other Party promptly, in writing, of any written claims, lawsuits, or demands for which the other Party is responsible under this Section and to cooperate in every reasonable way to facilitate defense or settlement of claims. The indemnifying Party shall not be liable under this Section for settlement by the indemnified Party of any claim, lawsuit, or demand unless the defense of the claim, lawsuit, or demand has been tendered to it in writing and the indemnifying Party has unreasonably failed to assume such defense.
Clause type: now
THEREFORE in consideration of the mutual covenants and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Clause type: whereas
to induce the Investor to execute and deliver the Investment Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “1933 Act”), and applicable state securities laws, with respect to the shares of Common Stock issuable pursuant to the Investment Agreement.
Clause type: taxes
 (a) (i) Each of the Company and each Company Subsidiary has timely filed (or caused to be filed), taking into account any extensions, all material Tax Returns required to have been filed and such Tax Returns are accurate and complete in all material respects; (ii) each of the Company and each Company Subsidiary has paid all material Taxes required to have been paid by it other than Taxes that are not yet due or that are being contested in good faith in appropriate proceedings; and (iii) no material deficiency for any Tax has been asserted or assessed by a taxing authority against the Company or any Company Subsidiary which deficiency has not been paid or is not being contested in good faith in appropriate proceedings.
Clause type: representations
and Warranties. The Company hereby represents, warrants and covenants to each Underwriter, as of the date of this Agreement, as of the First Closing Date (as hereinafter defined) and as of each Option Closing Date (as hereinafter defined), if any, as follows:
Clause type: investment-company-act
 None of the Borrower or any Subsidiary of the Borrower is (a) an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended. AMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, INC.
Clause type: investments
 At any time, any one or more of the following obligations and securities:
Clause type: notices
All notices and other communications as required or permitted hereunder shall be in writing and sent by first class mail, postage prepaid, addressed as follows or to such other address or addresses of which the respective party shall have notified the other.
Clause type: board
 The business and affairs of the Corporation shall be managed under the direction of a Board of Directors which shall consist of not less than one person. The manner of election and qualifications shall be provided in the Bylaws of the Corporation. The exact number of directors shall be fixed from time to time by the Board of Directors pursuant to resolution adopted by a majority of the full Board of Directors.
Clause type: investments
 As long as no Cash Dominion Event exists, the Loan Parties may make investments consisting of Cash Equivalents maintained at such bank(s) as the Borrower may select.
Clause type: ownership_of_shares
 The Seller owns all of the outstanding Shares, free and clear of any Encumbrances. The Seller has all requisite legal right, power and authority to transfer such Shares to the Buyer. Assuming the Buyer has the requisite corporate power and authority to be the lawful owner of the Shares, upon delivery to the Buyer at the Closing of certificates representing the Shares duly endorsed for transfer to the Buyer and receipt by the Seller of the consideration therefor, the Buyer will acquire the Shares free and clear of any Encumbrances, except for restrictions arising because such Shares constitute “restricted securities” within the meaning of Rule 144 (“Rule 144”) under the Securities Act of 1933, as amended (the “Securities Act”).
Clause type: indemnification
In the event any action, suit, proceeding, investigation or inquiry, whether civil or criminal, is asserted or threatened to be asserted by any party other than the Employer Group against Executive by reason of Executive’s current or prior service as an officer, director, member, executive, employee, agent or fiduciary of Employer Group, or current or prior service, at the request of Employer Group, as a director, officer, member, executive, employee, agent or fiduciary of any other corporation, partnership, joint venture, trust or other enterprise (“Proceeding”), Employer Group shall, to the fullest extent permitted by law, indemnify and hold Executive harmless from and against any and all liabilities, costs, claims, and expenses arising out of or relating to such Proceeding, including, but not limited to, attorneys’ fees and other costs and expenses incurred in defense of any Proceeding. Employer Group shall pay such expenses in advance of the final disposition of any Proceeding upon receipt of: (a) a written request for payment with appropriate documentation reflecting the incurrence, nature and amount of the costs and expenses for which payment is being sought; and (b) an undertaking adequate under applicable law by or on behalf of Executive to repay the amounts so paid if it is ultimately determined that Executive is not entitled to be indemnified under this Agreement. This indemnification obligation shall survive any expiration or termination of this Agreement or Executive’s employment under this Agreement and is in addition to, and not in lieu of or in limitation of, any other indemnification to which Executive may be entitled at law or in accordance with any contractual obligation or policy of Employer Group. During the Period of Employment and for a period of six (6) years thereafter, Employer Group shall purchase and maintain, at its own expense, directors and officers liability insurance providing coverage to Executive on terms that are at least equal to such coverage provided to other directors, officers or senior executives of Employer Group.
Clause type: employee_benefits
 The Employee shall be entitled to and shall receive employee benefits or participate in plans and programs maintained by or on behalf of the Company or the Subsidiary which are otherwise made available to employees of the Subsidiary, including, but not limited to, medical, health, dental, accident and disability plan, cafeteria plan, retirement plan and 401(k) plan.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.
Clause type: interest
 (a) Subject to the provisions of Section 2.09(b),
Clause type: interest
 (a) The Loans comprising each ABR Borrowing shall bear interest on each day at the Alternate Base Rate for such day plus the Applicable Rate.
Clause type: capitalization
 The authorized, issued and outstanding shares of capital stock of the Company as of the date hereof is 105,000 shares of common stock, par value $0.10 per share, of which 80,000 are issued and outstanding. The outstanding shares of Company Common Stock have been duly authorized, validly issued and are fully paid and non assessable. The Company hereby represents and warrants that the issued and outstanding shares of Company Common Stock owned by Stockholders are owned free of preemptive rights and free and clear of all adverse claims, liens, mortgages, charges, security interests, encumbrances and other restrictions or limitations of any kind whatsoever, other than restrictions inherent in the exemptions from securities registration or qualification requirements under which the Company Common Stock was issued to the Stockholders. The Company has not issued any shares of capital stock which could give rise to claims for violation of any federal or state securities laws (including any rules or regulations promulgated thereunder) or the securities laws of any other jurisdiction (including any rules or regulations promulgated thereunder). As of the date hereof, there are no options, warrants, calls, convertible securities or commitments of any kind whatsoever relating to the shares of Company Common Stock subject hereto or any of the unissued shares of capital stock of the Company, and there are no voting trusts, voting agreements, stockholders agreements or other agreements or understandings of any kind whatsoever which relate to the voting of the capital stock of the Company.
Clause type: interest
 In addition to the late charges referred to above which are intended to defray Landlord’s costs resulting from late payments, any late payment of Rent shall, at Landlord’s option, bear interest from the due date of any such payment to the date the same is paid at the Default Rate, provided, however, that if Landlord imposes a late charge on any overdue payment, such overdue payment shall not begin to bear interest under this Paragraph 18.4 until thirty (30) days after the due date thereof.
Clause type: entire
Agreement. This Lease and its exhibits and other attachments cover in full each and every agreement of every kind between the parties concerning the Premises, the Building, and the Project, and all preliminary negotiations, oral agreements, understandings and/or practices, except those contained in this Lease, are superseded and of no further effect. Tenant waives its rights to rely on any representations or promises made by Landlord or others which are not contained in this Lease. No verbal agreement or implied covenant shall be held to modify the provisions of this Lease, any statute, law, or custom to the contrary notwithstanding.
Clause type: investments
 The Investment Manager may cause the Company from time to time to purchase, sell and take any other actions with respect to Investments.
Clause type: vesting
 (a) Subject to the Participant’s continued service with the Company and its Affiliates, the Restricted Shares shall vest and become nonforfeitable with respect to one-third of the Shares initially granted hereunder on each of the first, second and third anniversaries of the Date of Grant. Notwithstanding the foregoing, in the event the above vesting schedule results in the vesting of any fractional Shares, such fractional Shares shall not be deemed vested hereunder but shall vest and become nonforfeitable when such fractional Shares aggregate whole Shares.
Clause type: taxes
 (a) Any and all payments by or on account of any obligation of any Loan Party hereunder and under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes, provided that, if such Loan Party shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section), the applicable Credit Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Clause type: counterparts
This Agreement may be executed in multiple counterparts, each of which shall constitute an original but all of which shall constitute but one and the same instrument. One or more counterparts of this Agreement may be delivered via telecopier, with the intention that they shall have the same effect as an original counterpart hereof.
Clause type: ownership_of_shares
 Each Shareholder is the record and beneficial owner of the number of Company Shares set forth opposite such Shareholder’s name on Schedule 1 hereto, which Company Shares are free and clear of any Encumbrances and other limitations or restrictions (including restrictions on the right to vote, sell, transfer or otherwise dispose of such shares but in any event other than any restrictions set forth in this Agreement, the Rollover Agreement of even date herewith by and among Holdco, Parent and certain of the Shareholders (if applicable) (the “Rollover Agreement”) and any restrictions pursuant to applicable securities or “blue sky” laws) (such restrictions, “Legal Restrictions”)). Such Shareholder has sole voting power, sole power of disposition, sole power to demand dissenter’s rights (if applicable) and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Covered Shares, with no limitations, qualifications, or restrictions on such rights (other than any Legal Restrictions or as created by this Agreement or the Rollover Agreement (if applicable)). Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Covered Shares, except as contemplated by this Agreement or the Rollover Agreement (if applicable). Except for the Rollover Agreement (if applicable), (i) there are no agreements or arrangements of any kind, contingent or otherwise, obligating such Shareholder to Transfer (as defined below), or cause to be Transferred, any of the Covered Shares set forth opposite such Shareholder’s name on Schedule 1 hereto and (ii) no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Covered Shares.
Clause type: financing
 At the Closing, Buyer will have sufficient cash in immediately available funds with which to pay the Purchase Price, consummate the transactions contemplated by this Agreement and perform its obligations under this Agreement and the Transaction Documents.
Clause type: interest
 Interest shall be paid by the Company to the Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and Judicial Proceedings Article of the Annotated Code of Maryland for amounts which the Company pays or is obligated to pay for the period (a) commencing with either the tenth day after the date on which the Company was requested to advance Expenses in accordance with Section 4.4 or Article V of this Agreement or the 60th day after the date on which the Company was requested to make the determination of entitlement to indemnification under Section 6.2 of this Agreement, as applicable, and (b) ending on the date such payment is made to the Indemnitee by the Company.
Clause type: ownership_of_shares
 Such Shareholder owns his Shares free and clear of any lien, encumbrance, charge, security interest or claim whatsoever. Such Shareholder has the right to transfer his Shares to the Purchaser and, upon transfer of such Shareholder's Shares to the Purchaser hereunder, the Purchaser will acquire good and marketable title to such Shareholder's Shares, free and clear of any lien, encumbrance, charge, security interest or claim whatsoever.
Clause type: capitalization
 The authorized capital stock of TIMF consists of 5,000,000 shares of $.001 par value Common Stock of which 1,600,000 shares of Common Stock are currently issued and outstanding, and 100,000 shares of preferred stock of which no shares are currently issued and outstanding. All of the issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid and nonassessable. There are no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating TIMF to issue or to transfer from treasury any additional shares of its capital stock of any class.
Clause type: definitions
For all purposes of the Basic Agreement as supplemented by this Trust Supplement, the following capitalized terms have the following meanings (any term used herein which is defined in both this Trust Supplement and the Basic Agreement shall have the meaning assigned thereto in this Trust Supplement for purposes of the Basic Agreement as supplemented by this Trust Supplement):
Clause type: interest
 (a) Interest payable on any Interest Payment Date, the Stated Maturity Date or the Redemption Date, if any, with respect to the Notes shall be the amount of interest accrued from, and including, the immediately preceding Interest Payment Date in respect of which interest has been paid or duly provided for (or from and including the original issue date of Notes if no interest has previously been paid or duly provided for with respect to the Notes) to, but excluding, such Interest Payment Date, Stated Maturity Date or the Redemption Date, if any, as the case may be.
Clause type: payment
 Purchaser hereby delivers payment of the Exercise Price to the extent permitted in the Agreement as follows (check and complete as appropriate): [ ] in cash (by check) in the amount of $____________, receipt of which is acknowledged by the Company; [ ] where approved by the Committee at the time of grant, by delivery of _________ fully-paid, nonassessable and vested shares of the Common Stock of the Company owned by Purchaser for at least six (6) months prior to the date hereof which have been paid for within the meaning of SEC Rule 144, or obtained by Purchaser in the open public market, and owned free and clear of all liens, claims, encumbrances or security interests, valued at the current Fair Market Value of $___________ per share; [ ] by cancellation of indebtedness of the Company to Purchaser in the amount of $__________; [ ] by the waiver hereby of compensation due or accrued for services rendered in the amount of $_________; [ ] through a "same-day-sale" commitment, delivered herewith, from Participant and the NASD Dealer named therein, in the amount of $__________; or [ ] through a "margin" commitment, delivered herewith from Participant and the NASD Dealer named therein, in the amount of $___________.
Clause type: capitalization
 As of the Closing Date, Master Fund will not have outstanding any warrants, options, convertible securities, or any other type of rights pursuant to which any person could acquire an interest in Master Fund.
Clause type: ownership_of_shares
 On the date hereof, Armada does not own (directly or indirectly, beneficially or of record) any shares of capital stock of Mesa and Armada does not hold any rights to acquire or vote any shares of capital stock of Mesa except pursuant to this Agreement and the Voting Agreements.
Clause type: now
THEREFORE in consideration of the mutual representations, warranties and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Clause type: financing
 Buyer has and shall have as of the Closing Date, sufficient funds on hand with which to pay the Purchase Price and consummate the transactions contemplated by this Agreement.
Clause type: severability
If a provision of any Finance Document is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect: