bhaskrr/legal-clauses huggingface dataset:
Clause type: interest
 Interest shall accrue on each Loan for each day during a related Interest Period at a per annum rate equal to the product of (x) the outstanding principal balance of such Loan on such day, multiplied by (y) the sum of (i) the applicable LIBOR Rate for such day and (ii) the Applicable Margin. Interest shall be payable on each Monthly Settlement Date in arrears with respect to each Loan through the final day of each Interest Period (regardless whether such day is a Business Day), such amount to be payable on each Monthly Settlement Date. The Lender shall determine the LIBOR Rate for each Loan, which may be reset on a daily basis, as set forth in the definition of “LIBOR Rate” and provide notice of such determination to the Borrower. The Lender shall also calculate the amount of interest or other amounts due to be paid by the Borrower from time to time hereunder (including in connection with any prepayment or repayment of Loans permitted hereunder) and shall provide a written statement thereof to the Borrower at least two Business Days prior to the due date of such payments (or the relevant repayment or prepayment after having received a notice thereof); provided, that failure to provide such statements on a timely basis shall not relieve the Borrower of the obligation to pay any interest and principal due on the applicable payment date (based upon its good faith calculation of the amount due, such amount to be promptly reconciled after receipt of a subsequent statement from the Lender) and other such amounts hereunder promptly upon receipt of such statement.
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of (i) 20,000,000 common shares, no par value, and as of August 14, 2019 there are 7,293,697 shares issued and outstanding (including 16,275 shares issued in respect of Company Restricted Stock Awards) and of which no shares are held in treasury. The Company has no authorized, issued or outstanding preferred shares. The Company’s common shares (the “Shares”), as described above, constitute all of the issued and outstanding capital stock of the Company as of the date of this Agreement. The Shares have been duly authorized, validly issued and are fully paid and nonassessable. None of the Shares have been issued or disposed of in violation of any preemptive rights of any Person. As of the date of this Agreement, 92,485 Shares were reserved for issuance upon the exercise of outstanding Company Stock Options and 103,173 Shares were available for future grants of equity awards under Company Stock Plans. The Company has furnished to Parent a true, complete copy of any Company Stock Plan, and Schedule 3.6(a) of the Company Disclosure Schedule sets forth a complete and accurate list of all participants in any such Company Stock Plan as of the date hereof and identifies the number of Shares subject to Company Stock Plans held by each participant therein, the exercise price or prices of any Company Equity Award, if applicable, and the dates each Company Equity Award was granted, becomes exercisable (if applicable) and expires (if applicable). As of the date of this Agreement, no trust preferred or subordinated debt securities of the Company or any of its Subsidiaries are issued or outstanding. The Company has not elected to defer interest payments with respect to any trust preferred securities or related debentures issued by it or any of its affiliates. All outstanding shares or ownership interests of Bank of New Jersey are validly issued, fully paid and nonassessable and directly and wholly owned by the Company free and clear of any Liens other than Permitted Liens.
Clause type: grant_of_option
 Company hereby grants to Optionee the right, privilege and option as herein set forth (the "Option") to purchase up to ________ (______) shares (the "Shares") of Common Stock, in accordance with the terms of this Option Agreement. The Shares, when issued to Optionee upon the exercise of the Option, shall be fully paid and nonassessable. The Option is granted pursuant to the Plan and is subject to the provisions of the Plan, which is hereby incorporated herein and is made a part hereof, as well as the provisions of this Option Agreement. Optionee agrees to be bound by all of the terms, provisions, conditions and limitations of the Plan and this Option Agreement. All capitalized terms have the meanings set forth in the Plan unless otherwise specifically provided. All references to specified paragraphs pertain to paragraphs of this Option Agreement unless otherwise provided. The Option is not intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
Clause type: taxes
 The Company has filed all Federal, state, local and foreign tax returns that are required to have been filed by it and all such returns are true and correct in all respects. The Company has paid all taxes pursuant to such returns or pursuant to any assessments received by it or which they are obligated to withhold from amounts owing to any employee, creditor or third party. The Company has properly accrued all taxes required to be accrued. The tax returns of the Company have never been audited by any state, local or Federal authorities. The Company has not waived any statute of limitations with respect to taxes or agreed to any extension of time with respect to any tax assessment or deficiency.
Clause type: compensation
 The Issuer covenants and agrees to pay to the Indenture Trustee from time to time, and the Indenture Trustee shall be entitled to, the fees and expenses separately agreed in writing between the Issuer and the Indenture Trustee, and will further pay or reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any of the provisions hereof or any other documents executed in connection herewith (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all persons not regularly in its employ).
Clause type: miscellaneous
(a) For the convenience of the parties hereto, this Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.
Clause type: whereas
the Trust’s shareholders are and will be primarily separate accounts maintained by insurance companies for variable life insurance policies and variable annuity contracts (“Policies”) under which income, gains and losses, whether or not realized, from assets allocated to such accounts are, in accordance with the Policies, credited to or charged against such accounts without regard to other income, gains or losses of such insurance companies; as well as other shareholders as permitted under Section 817(h) of the Internal Revenue Code of 1986 and the rules and regulations thereunder with respect to the qualification of variable annuity contracts and variable life insurance policies as insurance contracts under the Code;
Clause type: interest
 Ferrellgas Partners, L.P., a Delaware limited partnership (the "Partnership"), and Ferrellgas Partners Finance Corp., a Delaware corporation ("Finance Corp." and, together with the Partnership, the "Issuers"), promise to pay interest on the principal amount of this Note at 8 3/4% per annum from September 24, 2002 until maturity. The Issuers will pay interest semi-annually in arrears on June 15 and December 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 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; provided, further, that the first Interest Payment Date shall be December 15, 2002. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
Clause type: esop
 Assumption of Liabilities and Transfer of Assets. Effective as of or before the Distribution Date: (i) the Coach 401(k) Plan (or such other defined contribution Plan established by Coach that is qualified under Section 401(a) of the Code) shall assume and be solely responsible for all Liabilities relating to, arising out of, or resulting from each Coach Transferred Employee who is actively employed by the Coach Companies on the Distribution Date under the Sara Lee ESOP; and (ii) Sara Lee shall cause the accounts of such Coach Transferred Employees under the Sara Lee ESOP that are held by its related trust to be transferred to the Coach 401(k) Plan (or such other defined contribution Plan established by Coach that is qualified under Section 401(a) of
Clause type: entire
Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and may not be amended, waived, changed, modified or discharged, except by an agreement in writing signed by the parties hereto.
Clause type: investments
 No Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including without limitation any Joint Venture and any Foreign Subsidiary, except Permitted Investments. Notwithstanding the foregoing, in no event shall any Loan Party make any Investment which results in or facilitates in any manner any Restricted Junior Payment not otherwise permitted under the terms of Section 6.5.
Clause type: headings
The headings used for the sections and articles hereof are for convenience and reference purposes only and shall in no way affect the meaning or interpretation of the provisions hereof.
Clause type: indemnification
Wilmington Trust in its individual capacity and as trustee (including as Owner Trustee) and its successors, assigns, directors, officers, employees and agents (collectively, the “Indemnified Parties”) shall be indemnified, defended and held harmless by the Issuer and the Servicer, to the extent set forth below, from and against any and all loss, liability, expense, tax, penalty, damage, judgment, cost, action, suit or claim (including reasonable attorney’s fees and expenses, court costs and other legal expenses, including but not limited to those incurred in connection with the defense of any suit, claim, action or proceeding brought against the Trust or an Indemnified Party, or in connection with any suit, claim, action or proceeding brought by an Indemnified Party for enforcement (including enforcement of its indemnification rights) or otherwise against the Seller, the Servicer or any other Person under the Transaction Documents) of any kind and nature whatsoever (collectively, “Expenses”) which may at any time be imposed on, incurred by, or asserted against Wilmington Trust in its individual capacity and as trustee or any Indemnified Party in any way relating to or arising out of this Agreement, the other Transaction Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of Wilmington Trust hereunder or the enforcement of their respective rights (including indemnification rights) under the Transaction Documents; provided, however, that indemnification from and against any of the foregoing Expenses shall not be required if determined by a court of competent jurisdiction or otherwise agreed by the Servicer and Wilmington Trust to be arising or resulting from (i) Wilmington Trust’s own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any representation or warranty contained in Section 7.4 expressly made by Wilmington Trust in its individual capacity, (iii) liabilities arising from the failure of Wilmington Trust to perform obligations expressly undertaken by it in the last sentence of Section 6.4 or (iv) taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee and, until such determination, any such Indemnified Party shall be entitled to indemnification hereunder. Indemnification amounts payable hereunder shall be paid pursuant to Section 4.4(a) of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applic...
Clause type: termination
This Agreement may be terminated and the Transactions abandoned at any time prior to the Effective Time, whether before or after receipt of the Company Stockholder Approval (except as otherwise expressly noted):
Clause type: loans
 19 2.1.2 L/C Commitment . . . . . . . . . . . . . . . . . . 19 2.2
Clause type: payment_terms
 Unless otherwise specified in the applicable Sales Order, payment for all Software and services ordered from Licensor by Licensee and taxes shall be made in US Dollars by wire or ACH transfer to Licensor and are due within thirty (30) days of the date the invoice was received by Licensee. Except as expressly provided in this Agreement, all payments made hereunder are non-refundable. Failure of Licensee to make any payment when due which is not remedied within 15 days after notice by Licensor shall constitute sufficient cause for Licensor to immediately suspend its performance under this Agreement. Payments of amounts made under this Agreement after their due date will incur interest at a rate equal to one percent (1%) per month (i.e., 12% per annum) or the highest rate permitted by applicable law, whichever is less. Standard support services are included within the license fee. Premium support services are optionally available to Licensee subject to payment of applicable fees as set forth on the applicable Sales Order. All taxes or customs duties, except income or corporate taxes imposed on Licensor, will be borne by Licensee. If any such tax or duty has to be withheld or deducted from any payment under this Agreement, Licensee will increase payment under this Agreement by such amount as shall ensure that after such withholding or deduction Licensor shall have received an amount equal to the payment otherwise required.
Clause type: investments
 The Company will not, and the Company will not permit any Domestic Subsidiary (as hereinafter defined) to, make an Investment in any Person, except for Permitted Investments.
Clause type: ownership_of_shares
 All issued and outstanding shares of Company Common Stock are owned by the Sellers free and clear of all Liens, other than statutory pre-emptive rights and the restrictions imposed by federal and state securities laws. ANNEX I sets forth the name of each Person owning shares of Company Common Stock and the amount of shares owned by such Person. Other than the shares of Company Common Stock held by the Sellers, all of which are set forth and accounted for in ANNEX I, there are no shares of capital stock of the Company issued or outstanding. Upon the consummation of the transactions contemplated hereby, Purchaser will acquire good title to the shares of Company Common Stock free and clear of all Liens other than statutory pre-emptive rights and the restrictions on subsequent transfers imposed by federal and state securities laws. To the extent any such statutory pre-emptive rights are applicable to the transaction contemplated herein, Sellers expressly waive such statutory pre-emptive rights.
Clause type: base-salary
 The Executive’s initial base salary shall be Seventy Five Thousand U.S. Dollars ($75,000) per year, paid in periodic installments in accordance with the Company’s regular payroll practices, and such compensation is subject to annual review and adjustment by the Board.
Clause type: miscellaneous
11.1 It is understood and stipulated that neither the shareholders of any Portfolio nor the officers or trustees of the Fund shall be personally liable hereunder.
Clause type: conversion_of_shares
 At the Effective Time and by virtue of the -------------------- Merger and without any action on the part of the holders of the capital stock of the Constituent Corporations:
Clause type: governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof, except to the extent the laws of Nevada are mandatorily applicable to the Transactions.
Clause type: loans
 (a ) Aggregate amount of new Loans to be $ ;
Clause type: investment-company-act
 Assuming compliance with the requirements of Section 10.06, no Loan Party is an “investment company” or “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: investment-company-act
 Neither the Company nor any of its Subsidiaries is 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.
Clause type: interest
 UGS Corp., a Delaware corporation (the "COMPANY"), promises to pay interest on the principal amount of this Security at 10% per annum from May 27, 2004 until maturity. The Company will pay interest semi-annually on June 1 and December 1 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 Securities 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 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 next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be December 1, 2004. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand to the extent lawful at the interest rate applicable to the Securities; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30 day months.
Clause type: investment-company-act
 No Loan Party is, and after giving effect to the Transactions, will be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: investments
 Make or allow to remain outstanding any Investment in, or any loans or advances to, any Person, firm, corporation or other entity or association, other than:
Clause type: whereas
insurance companies desiring to utilize the Fund as an investment vehicle under their Variable Insurance Products enter into participation agreements with the Fund, the Underwriter and the Adviser (the "Participating Insurance Companies"); and
Clause type: loans
 (i) Extend credit for new loans, renewals and extensions on an unsecured basis to any Person in the aggregate over $250,000, (ii) extend credit for new loans on a secured basis to any Person in the aggregate over $750,000, (iii) extend credit for renewals or extensions on a secured basis to any Person in the aggregate over $1,000,000, (iv) extend credit originated by an unaffiliated third party to any Person in the aggregate over $150,000, or (v) extend credit for new loans, renewals and extensions of residential mortgage loans to any Person in the aggregate over $500,000.
Clause type: investments
 Any moneys held as a part of the Bond Fund shall be invested or reinvested by the Trustee at the written direction of an Authorized Company Representative as to specific investments, to the extent permitted by law and in particular by the Act, and consented to in writing by the Insurer. In the absence of specific instructions, the Trustee shall invest such moneys in the Armada Money Market Treasury Fund (so long as such fund is rated AAAm-G, AAAm or AAm by S&P) or other money market fund (so long as such fund is rated AAAm-G, AAAm or AAm by S&P) that invests exclusively in short-term U.S. Treasury obligations including repurchase agreements collateralized by such treasury obligations and when-issued securities, U. S. Treasury bills, notes and other securities issued or backed by the U. S. Government. The investments so purchased shall be held by the Trustee and shall be deemed at all times a part of the Bond Fund and the interest accruing thereon and any profit realized therefrom shall be credited to such fund, and any losses resulting from such investment shall be charged to such fund and paid by the Company. The Company shall not direct the Trustee to make any investments or reinvestments other than those specified in the Act or otherwise permitted by law. In making any such investments, the Trustee may rely on directions delivered to it pursuant to this Section, and the Trustee shall be relieved of all liability with respect to making such investments in accordance with such directions. The Company agrees that to the extent any moneys in the Bond Fund represent moneys held for the payment of the principal of Bonds which have become due at maturity or on a redemption date and the premium, if any, on such Bonds or interest due on Bonds in all cases where Bonds have not been presented for payment and paid or such interest is unclaimed, or to the extent any moneys are held by the Trustee for the payment of the purchase price of Bonds which have not been presented for payment, such moneys shall not be invested.
Clause type: base-salary
 For services rendered by Executive on the Company’s behalf during Executive’s employment, the Company will pay Executive a base salary (“Base Salary”) at the annual rate of $225,000, less customary withholding. Base Salary may be changed periodically at the discretion of the Company’s Board of Directors, but may not be reduced below $225,000. The Company will pay Executive’s pro-rata Base Salary on the Company’s regular paydays.