bhaskrr/legal-clauses huggingface dataset:
Clause type: payment
 In the event a claim or any Action for indemnification under this ARTICLE X has been finally determined, the amount of such final determination shall be paid (i) if the Indemnified Party is an Acquiror Indemnified Party, by the Parent to the Indemnified Party, and (ii) if the Indemnified Party is a Parent Indemnified Party, by the Acquiror to the Indemnified Party, in each case on demand in immediately available funds; provided, however, that Parent and Acquiror shall cooperate to direct payment to the Parent or the Sellers on one hand, and the Acquiror or any Designated Acquiror on the other hand, as the case may be, if doing so would result in the indemnification payment made under this Agreement to be treated as an adjustment to the Share Purchase Price. A claim or an Action, and the liability for and amount of damages therefor, shall be deemed to be “finally determined” for purposes of this ARTICLE X when the Parties to this Agreement have so determined by mutual agreement or, if disputed, when a final non-appealable Governmental Order has been issued or entered into with respect to such claim or Action.
Clause type: investments
 The sum of (i) Investments made in reliance on Section 7.03(c)(iv) and 7.03(j) and (ii) actual payments or asset transfers (whether in cash, property or otherwise) made by the Borrower or any of the Loan Parties pursuant to Investments described in Section 7.03(i) exceeds an aggregate amount of $6,000,000 at any time. If a Default shall have occurred under the Loan Documents, then such Default will continue to exist until it either is cured (to the extent specifically permitted) in accordance with the Loan Documents or is otherwise expressly waived by Lender as determined in accordance with Section 10.01; and once an Event of Default occurs under the Loan Documents, then such Event of Default will continue to exist until it is expressly waived by the Lender, as required hereunder in Section 10.01.
Clause type: capitalization
 As of the date hereof, the authorized capital stock of Buyer consists of 3,000,000 shares of preferred stock, par value $1.00 per share, of which no shares are issued and outstanding, and 200,000,000 shares of Buyer Common Stock, of which 88,949,995 shares are outstanding, and 16,613,460 shares were held, directly or indirectly, by Buyer as Treasury Stock. The outstanding shares of Buyer’s capital stock are validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof, and subject to no preemptive rights or similar rights (and were not issued in violation of any preemptive or similar rights). The shares of Buyer Common Stock to be issued in the Merger have been duly and validly reserved for issuance, and when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of any preemptive or similar rights.
Clause type: conversion_of_shares
 2 1.6 Closing of ETI's Transfer Books . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1.7
Clause type: payment
 Except for third-party claims being defended in good faith by the Indemnifying Party in accordance with Section 10.3, the Indemnifying Party shall satisfy its obligations hereunder within fifteen (15) days after receipt of notice of a claim. Any amount not paid to the Indemnified Party by such date shall bear interest at a rate equal to nine percent (9%) per annum from the date due until the date paid.
Clause type: indemnification
(a) The Company will indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person, if any, who controls each Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which they, or any of them, may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus, or the omission or alleged omission to state in such document a material fact required to be stated in it or necessary to make the statements in it not misleading in the light of the circumstances in which they were made, or arise out of or are based in whole or in part on any inaccuracy in the representations and warranties of the Company contained herein or any failure of the Company to perform its obligations hereunder or under law in connection with the transactions contemplated hereby; provided, however, that (i) the Company will not be liable to the extent that such loss, claim, liability, expense or damage arises from the sale of the Shares in the public offering to any person by an Underwriter and is based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information relating to any Underwriter furnished in writing to the Company by the Representatives, on behalf of any Underwriter, expressly for inclusion in the Registration Statement, the preliminary prospectus or the Prospectus and (ii) the Company will not be liable to any Underwriter, the directors, officers, employees or agents of such Underwriter or any person controlling such Underwriter with respect to any loss, claim, liability, expense, or damage arising out of or based on any untrue statement or omission or alleged untrue statement or omission or alleged omission to state a material fact in the preliminar...
Clause type: investment-company-act
 The Depositor is not an “investment company” or a company “controlled by an investment company” within the meaning of the Investment Company Act and does not rely solely on the exemption from the definition of “investment company” in Sections 3(c)(1) or 3(c)(7) of the Investment Company Act.
Clause type: insurance
The Company will, and will cause each of its Subsidiaries to, keep in force upon all of its properties and operations policies of insurance carried with responsible companies in such amounts and covering all such risks as shall be customary in the industry in accordance with prevailing market conditions and availability.
Clause type: compensation
 Committee members may, by resolution of the board of directors, be allowed a fixed sum and expenses of attendance, if any, for attending any committee meetings or a stated salary.
Clause type: investments
 No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly make any Investments, except:
Clause type: interest
 Interest on any unpaid amounts shall be calculated in accordance with the methodology specified for interest on refunds in the FERC's regulations at 18 C.F.R. § 35.19a(a)(2)(iii). Interest on delinquent amounts shall be calculated from the due date of the bill to the date of payment.
Clause type: insurance
Borrower has obtained and has delivered to Lender certified copies of all Policies or, to the extent such Policies are not available as of the Closing Date, certificates of insurance with respect to all such Policies reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. No claims have been made under any of the Policies, and to Borrower's knowledge, no Person, including Borrower, has done, by act or omission, anything which would impair the coverage of any of the Policies.
Clause type: capitalization
 The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Capitalization”; all the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock of the Company conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and all the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party.
Clause type: base-salary
 During the Employment Term, the Company will pay Executive as compensation for his services a base salary at the annualized rate of $350,000 (the "Base Salary"). The Base Salary will be paid periodically in accordance with the Company's normal payroll practices and be subject to the usual, required withholding. Annual Bonus. In addition to the Base Salary, Executive may receive a performance bonus during each year of employment with the Company under this Agreement equal to an amount, to be determined by the Board or the Company's Compensation Committee, of up to sixty percent (60%) of Base Salary; provided, however, that, subject to Section 8, the payment of any such bonus shall be subject to Executive's continued employment with the Company through the end of the applicable Company fiscal year. Such performance bonus, if any, shall be based upon performance criteria to be determined by the Board or the Company's Compensation Committee within ninety (90) days of the Effective Date, or each anniversary of the Effective Date, as applicable.
Clause type: interest
 Subject to the provisions of Section 2.04 (Default Rate Interest), the Borrower shall pay interest on the Loan in accordance with this Section 2.03:
Clause type: capitalization
 The authorized capital stock of Parent consists of 3,600,000 shares of Parent Common Stock and 600,000 shares of preferred stock, par value $0.01 per share. As of July 14, 2008, 877,000 shares of Parent Common Stock were issued and outstanding, all of which were validly issued and fully paid and are nonassessable, and none of which were issued in violation of any preemptive or similar rights of any securityholder of Parent. From December 31, 2007 to the date of this Agreement, Parent has not issued any shares of capital stock or granted any options covering shares of capital stock. Subject to the foregoing and other than as contemplated by the Parent Employee Benefit Plans or the Parent 401(k) Plan, there are no options, warrants or other rights, agreements, arrangements or commitments of any character obligating Parent or any Parent subsidiary to issue or sell any shares of capital stock of, or other equity interests in, Parent or any Parent subsidiary. There are no outstanding contractual obligations of Parent or any Parent subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or any Parent subsidiary. All of the issued and outstanding capital stock or equivalent equity interests of each Parent subsidiary were duly authorized, validly issued and fully paid and are non-assessable and are owned by Parent, directly or through its subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim (other than in favor of Parent or any of its subsidiaries); and none of the outstanding shares of capital stock or equivalent equity interests of any Parent subsidiary were issued in violation of any preemptive or similar rights arising by operation of law, or under the charter, bylaws or other comparable organizational documents of any Parent subsidiary or under any agreement to which Parent or any Parent subsidiary is a party.
Clause type: representations
and Warranties. 2.1. The Company represents and warrants that the Contracts are or will be registered under the 1933 Act or are exempt from registration thereunder; that the Contracts will be issued and sold in compliance in all material respects with all applicable Federal and State laws and that the sale of the Contracts shall comply in all material respects with state insurance suitability requirements. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established each Account prior to any issuance or sale thereof as a segregated asset account under Iowa Insurance Code and that each Account is either registered or exempt from registration as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts.
Clause type: assignment
This Agreement may not be assigned by either party without the written consent of the other.
Clause type: confidentiality
In the event that the Borrower provides to the Administrative Agent or the Lenders written or oral confidential information belonging to the Borrower, the Administrative Agent and the Lenders shall thereafter maintain such information in strict confidence and appropriately safeguard such material, at least in accordance with the standards of care and diligence that each utilizes in maintaining its own confidential information. This obligation of confidence shall not apply to such portions of the information which (a) are in the public domain (other than as a result of its disclosure by the Administrative Agent or the Lenders), (b) hereafter become part of the public domain without the Administrative Agent or the Lenders breaching their obligation of confidence to the Borrower, (c) are previously known by the Administrative Agent or the Lenders from some source other than Borrower, (d) are hereafter developed by the Administrative Agent or the Lenders without using the Borrower's information or otherwise violating any obligations of the Administrative Agent or Lenders to the Borrower, (e) are hereafter obtained by or available to the Administrative Agent or the Lenders from a source other than the Borrower, or its agents or representatives, provided that such information was not obtained from such source in a manner which would violate the terms hereof, (f) are disclosed with the Borrower's prior written consent, (g) must be disclosed either pursuant to any Governmental Requirement or to Persons regulating the activities of the Administrative Agent or the Lenders or by the Administrative Agent or any Lender in any suit, action or proceeding for the purpose of defending itself, materially reducing its liability or protecting or exercising any material claim, right, remedy or interest under or in connection with this Agreement or the Notes, or (h) as may be required by law or regulation or order of any Governmental Authority in any judicial arbitration or governmental proceeding (provided, however, that if the Administrative Agent or the Lenders are required to disclose the confidential information to any such outside party, it or they will, if legally permitted, notify the Borrower promptly so that the Borrower may seek any appropriate protective order and/or take other appropriate action). The Administrative Agent and the Lenders shall not be liable for such disclosure unless the disclosure to such tribunal or other person was caused by, or resulted from, a...
Clause type: investments
 Except as set forth on Schedule 3.3, the Sellers do not own, directly or indirectly, any shares of capital stock or other equity ownership or proprietary or membership interest in any corporation, limited liability company, partnership, association, trust, joint venture or other entity, and they do not have any commitment to contribute to the capital of, make loans to, or share in the losses of, any enterprise.
Clause type: governing
Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York without reference to choice of law doctrine.
Clause type: compensation
 The directors may be paid their expenses, if any, incurred with respect to their attendance at each meeting of the Board of Directors in their capacities as directors, any expenses reasonably incurred in their capacities as directors and, other than an Appointed Director or any executive officer serving in a director capacity who is an employee of the Manager, may be paid compensation as director or chairman of any committee or subcommittee, as the case may be, as determined by the Initial Board or, following the first annual meeting of Members, the Compensation Committee, as the case may be; provided, however, that the directors shall not receive any compensation prior to the issuance of the Trust Interests. Members of special or standing committees may be allowed like compensation and payment of expenses for attending committee meetings.
Clause type: severability
If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other persons or circumstances.
Clause type: termination
Paragraph 1 of Article VII shall be deleted, and the following shall be inserted in lieu thereof: “In the event either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or been terminated. One party may terminate this DPA upon a material breach of this DPA by the other party. Upon termination of the DPA, the Service Agreement shall terminate.’
Clause type: payment
 A $250.00 deposit must accompany this Agreement, if not already paid through the admission process, and serves as a combination security/damage deposit. The deposit will be applied to a student's account once the student no longer resides or is contracted to live on campus. Any remaining balance will be refunded to the student after all monies owed to the University are paid and this Agreement is fulfilled.
Clause type: investments
 Neither the Borrower nor any Subsidiary will hold, make or acquire any Investment in any Person other than:
Clause type: confidentiality
(a) Subject to Section 4.6, which shall govern Privileged Information, from and after the Distribution Date, Vishay and VPG shall hold and shall cause each member of their respective Groups to hold, and shall each cause their respective directors, officers, employees, agents, consultants, advisors and other representatives to hold, in strict confidence and not to disclose or release without the prior written consent of the other party, any and all Confidential Information of the other party’s Group; provided, that each party may disclose, or may permit disclosure of, Confidential Information (i) to its respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such Confidential Information and are informed of such party’s obligation to hold such Information confidential to the same extent as is applicable to the parties and in respect of whose failure to comply with such obligations, VPG or Vishay, as the case may be, will be responsible, (ii) if such party or any of the members of such party’s respective Group is compelled to disclose any such Information by judicial or administrative process or, in the opinion of independent legal counsel, by other requirements of Applicable Law, (iii) if any such Information is or becomes generally available to the public other than as a result of a disclosure in violation of this Agreement or (iv) if such Information was or becomes available to either VPG or Vishay or any member of their respective Group on a non-confidential basis and from a source (other than a party to this Agreement or any Affiliate, director, officer, employee, agent, consultant, advisor and other representative of such party) that is not known after actual inquiry to be bound by a confidentiality obligation. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (ii) above, Vishay or VPG, as the case may be, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate confidentiality agreement, protective order or other remedy at the reasonable cost and expense of the disclosing party and which both parties will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall, or shall ...
Clause type: indemnification
The Company, its receiver or its trustee shall defend, indemnify and save harmless the Member, its officers and directors, and the officers of the Company (the “Indemnified Parties”) from and against all losses, claims, costs, liabilities and damages incurred by them by reason of any act performed or omitted to be performed by them in connection with the business of the Company, including attorneys’ fees incurred by them in connection with the defense of any action based on any such act or omission; provided, however, no Indemnified Party shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
Clause type: loans
 During the period from the Effective Date to and including the Final Maturity Date, DRI agrees to make Loans to Dominion Midstream upon the terms and conditions set forth herein in an aggregate outstanding principal amount not to exceed $300,000,000. During the term of this Agreement, to but excluding the Final Maturity Date, Dominion Midstream, at its option without penalty or premium, may from time to time repay all or any part of any Loan as provided in Section 2.07 hereof, and may re-borrow any amount of such Loan that has been repaid. The entire unpaid principal balance of the Note, together with interest accrued thereon and any other amounts due under the Note or this Agreement, shall be due and payable in full on the Final Maturity Date.
Clause type: counterparts
This Agreement may be executed in one or more counterparts, which, together, shall constitute one and the same agreement.
Clause type: definitions
Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A hereto, which also contains rules as to usage that are applicable herein.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement between the Company and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.
Clause type: governing
Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, all rights and remedies being governed by said laws.