bhaskrr/legal-clauses huggingface dataset:
Clause type: termination
This Limited Guarantee shall terminate (and the Guarantor shall have no further obligations hereunder) upon the earliest to occur of (a) the Effective Time, (b) the payment in full of the Guaranteed Obligation and the obligation under Section 1(c), (c) the termination of the Merger Agreement in accordance with its terms under circumstances in which the Parent Parties would not be required pursuant to the terms and subject to the conditions of the Merger Agreement to make any payment of any Guaranteed Obligation; and (d) six months after the termination of the Merger Agreement in accordance with its terms under circumstances in which the Parent Parties would be required pursuant to the terms and subject to the conditions of the Merger Agreement to make a payment of the Guaranteed Obligation, unless by the end of such six-month period, the Guaranteed Party shall have initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Guaranteed Obligations; provided that if the Guaranteed Party has initiated a claim or proceeding by the end of such six-month period, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 12. In the event that the Guaranteed Party or any of its Affiliates or subsidiaries asserts in any litigation or other proceeding relating to this Limited Guarantee or the Merger Agreement (i) that the provisions hereof (including, without limitation, Section 1 hereof limiting the Guarantor's aggregate liability to the Maximum Amount or Section 3 hereof relating to the sole and exclusive remedies of the Guaranteed Party and its equityholders, Affiliates and subsidiaries against the Guarantor or any Related Person) are illegal, invalid or unenforceable, in whole or in part, or (ii) any theory of liability against the Guarantor or any Related Person or any other Guarantor under the other Limited Guarantees dated as of the date hereof or any Related Person of any such other Guarantor with respect to the transactions contemplated by this Limited Guarantee, the Equity Commitment Letter or the Merger Agreement other than any Permitted Claim, then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payment...
Clause type: base-salary
 During the term of this Agreement, Executive shall receive a minimum, annualized base salary of $450,000 (the “Base Salary”). Executive’s annualized base salary shall be reviewed periodically by the Board (or a committee thereof) and, in the sole discretion of the Board (or a committee thereof), such annualized base salary may be increased (but not decreased) effective as of any date determined by the Board (or a committee thereof). Executive’s Base Salary shall be paid in equal installments in accordance with the Employer’s standard policy regarding payment of compensation to executives but no less frequently than monthly.
Clause type: loans
 Revolving credit loans made or to be made by the Banks to the ----- Borrower pursuant to (S)2 hereof, whether Syndicated Loans or Competitive Bid Loans. Majority Banks. As of any date, Banks having at least sixty percent (60%) -------------- of the aggregate amount of the Commitments or, if the Commitments shall have been terminated, holding Notes evidencing at least sixty percent (60%) of the aggregate unpaid principal amount of the Loans.
Clause type: capitalization
 1.4.1 Terms capitalized in these General Conditions include those which are (1) specifically defined, (2) the titles of numbered articles and identified references to Paragraphs, Subparagraphs and Clauses in the document or (3) the titles of other documents published by the American Institute of Architects.
Clause type: loans
 Any Member may loan funds to the Company only in accordance with the approval thereof by the Board in accordance with Section 8.04 or as otherwise provided in Section 6.03. Loans by a Member to the Company will not be treated as Capital Contributions but will be treated as debt obligations having such terms as are approved in accordance with Section 8.04.
Clause type: ownership_of_shares
 The Shareholder is the record and beneficial owner of the Shares free and clear of any security interests, liens, charges, encumbrances, options, proxies, voting trusts or agreements or other understandings, arrangements or other restrictions on the right to vote the Shares. The Shareholder holds exclusive power to vote the Shares. The Shares represent all of the shares of capital stock of the Company beneficially owned by Shareholder entitling Shareholder to vote or give consent with respect to the matters set forth in Section 1 hereof. For purposes of this Agreement, "beneficially own" or "beneficially ownership" with respect to any securities shall mean having "beneficial ownership" of such securities as determined pursuant to Rule 13d-3 under the Exchange Act and shall include securities beneficially owned by all other persons with whom Shareholder would constitute a "group" as discussed in Section 13(d)(3) of the Exchange Act.
Clause type: interest
 No interest shall be paid by the Company on Capital Contributions, on balances in a Member’s Capital Account or on any other funds distributed or distributable under this Agreement.
Clause type: ownership_of_shares
 Each Seller is and will be on the Closing Date the record and beneficial owner and holder of the Shares set forth opposite its name on Schedule 3.3(a). Each Seller represents that its Shares will be transferred to Buyer on the Closing Date, free and clear of all Encumbrances except for restrictions imposed under any federal or state securities law.
Clause type: investments
 Assets in the Account may be invested only in investments specifically directed to the Bank in writing. Neither Bank nor any of its affiliates assume any duty or liability for monitoring the investment rating on any investments hereunder.
Clause type: capitalization
 The authorized, issued and outstanding shares of capital stock of the Company are as set forth in the Registration Statement, the General Disclosure Package and the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans referred to in the Registration Statement, the General Disclosure Package and the Prospectus or pursuant to the exercise of convertible securities or options referred to in the Registration Statement, the General Disclosure Package and the Prospectus). The outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding shares of capital stock of the Company were issued in violation of the preemptive or other similar rights of any securityholder of the Company.
Clause type: notices
For purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to Company to: Oxford Resources GP, LLC 41 South High Street Suite 3450 Columbus, Ohio 43215 Attention: Chairman of the Board with a copy to: AIM Infrastructure MLP Fund, L.P. 950 Tower Lane Suite 800 Foster City, California 94404 Attention: Brian D. Barlow and Matthew P. Carbone If to Executive to: Daniel M. Maher 8137 Linden Leaf Circle Columbus, Ohio 43235 or to such other address as either party may furnish to the other party in writing in accordance herewith, except that notices or changes of address shall be effective only upon receipt.
Clause type: loans
 Borrower shall not (nor shall it permit any of its Restricted Subsidiaries to) lend or advance money, credit, or property to any Person, except for: (a) loans to Restricted Subsidiaries; (b) trade credit extended in the ordinary course of business and advances against the purchase price for the purchase by Borrower of goods or services in the ordinary course of business; (c) the loan to NCRA advanced on February 28, 2005 and as evidenced by that certain loan agreement and that certain promissory note each dated October 1, 2004; and (d) other loans; provided that at all times the aggregate outstanding principal amount of all such loans retained by Borrower and any such Restricted Subsidiary shall not exceed $200,000,000.00.
Clause type: compensation
 Additional compensation, if appropriate, shall be calculated as set forth in Article 3 of the contract (Compensation). Significant changes affecting the cost or maximum amount payable shall be defined to include but not be limited to new work not previously authorized or previously authorized services that will not be performed. The parties may reevaluate and renegotiate costs at this time.
Clause type: indemnification
(a) To the fullest extent permitted by law, the Company shall, subject to Section 3.7(b) hereof, indemnify the Manager and Adviser (including for this purpose each officer, director, member, partner, principal, employee or agent of, or any Person who controls, is controlled by or is under common control with, the Manager or Adviser or partner of the Manager or Adviser and their respective executors, heirs, assigns, successors or other legal representatives), its officers and each Director (and his respective executors, heirs, assigns, successors or other legal representatives) (each such person an “indemnitee”) against all losses, claims, damages, liabilities, costs and expenses, including, but not limited to, amounts paid in satisfaction of judgments, in compromise, or as fines or penalties, and reasonable counsel fees, incurred in connection with the defense or disposition of any action, suit, investigation or other proceeding, whether civil or criminal, before any judicial, arbitral, administrative or legislative body, in which such indemnitee may be or may have been involved as a party or otherwise, or with which such indemnitee may be or may have been threatened, while in office or thereafter. Except to the extent that such loss, claim, damage, liability, cost or expense shall have been finally determined in a judicial decision on the merits from which no further right to appeal may be taken in any such action, suit, investigation or other proceeding to have been incurred or suffered by such indemnitee by reason of willful misfeasance, bad faith, breach of fiduciary duty or gross negligence of the duties involved in the conduct of such indemnitee’s office. The rights of indemnification provided under this Section 3.7 shall not be construed so as to provide for indemnification of a Director for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith) to the extent (but only to the extent) that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the applicable provisions of this Section 3.7 to the fullest extent permitted by law.
Clause type: ownership_of_shares
 The Stockholder owns, of record and beneficially, the Shares, free and clear of any pledges, security interests, liens, charges or other encumbrances. The Shares are not subject to any voting agreement, proxies or other voting arrangement.
Clause type: payment
 Subject to the provisions of Section 2 hereof relating to the conversion of this Note, principal and accrued interest hereof shall be payable on the twelve-month anniversary hereof (the "MATURITY DATE"). Payments hereunder shall be made by the Company to the Holder, at the address as provided to the Company by the Holder in writing, in lawful money of the United States of America. Interest shall accrue with respect to the unpaid principal amount of the loan from the date of this Note until such principal is paid or converted as provided in Section 2 hereof at a rate of 2.03% per annum (computed on the basis of a 365-day year)."
Clause type: termination
The obligations of the Underwriters hereunder may be terminated by the Representatives by notice given to and received by the Company and the Selling Stockholders prior to delivery of and payment for the Firm Stock if, prior to that time, any of the events described in Sections 9(k) or 9(l), shall have occurred or if the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement.
Clause type: termination
36.5.1 At any time during the period of Suspension under this Article 36, the Concessionaire may by notice require the Authority to revoke the Suspension and issue a Termination Notice. Subject to the rights of the Lenders‟ Representative to undertake substitution in accordance with the provisions of this Agreement and within the period specified in Clause 36.4, the Authority shall, within 15 (fifteen) days of receipt of such notice, terminate this Agreement under and in accordance with Article 37.
Clause type: capitalization
 The Company has an authorized capitalization as set forth in the Company’s consolidated balance sheet as of the latest financial statements, audited or unaudited, as applicable, included or incorporated by reference in the Registration Statement and the Prospectus; all of the issued capital shares of the Company have been duly and validly authorized and issued and are fully paid and non-assessable, and none of the outstanding capital shares of the Company were issued in violation of any preemptive or other similar rights of any securityholder of the Company.
Clause type: whereas
as an inducement to Indemnitee to serve or continue to serve in such capacity, the Company has agreed to indemnify Indemnitee and to advance expenses and costs incurred by Indemnitee in connection with any such claims, suits or proceedings, to the maximum extent permitted by law; and
Clause type: payment
 Borrower will pay interest on each Term Loan Advance on the first (1st) Business Day of each month, beginning the month after the Advance Date. Borrower shall repay the aggregate Term Loan principal balance that is outstanding on the day immediately preceding the Amortization Date, in equal monthly installments of principal and interest (mortgage style) beginning on the Amortization Date and continuing on the first Business Day of each month thereafter until the Secured Obligations (other than inchoate indemnity obligations) are repaid. The entire Term Loan principal balance and all accrued but unpaid interest hereunder, and all other Secured Obligations with respect to the Term Loan Advances, shall be due and payable on Term Loan Maturity Date. Borrower shall make all payments under this Agreement without setoff, recoupment or deduction and regardless of any counterclaim or defense. Lender will initiate debit entries to the Borrower’s account as authorized on the ACH Authorization (i) on each payment date of all periodic obligations payable to Lender under each Term Advance and (ii) out-of-pocket legal fees and costs incurred by Agent or Lender in connection with Section 11.11 of this Agreement; provided that, with respect to clause (i) above, in the event that Lender or Agent informs Borrower that Lender will not initiate a debit entry to Borrower’s account for a certain amount of the periodic obligations due on a specific payment date, Borrower shall pay to Lender such amount of periodic obligations in full in immediately available funds on such payment date; provided, further, that, with respect to clause (i) above, if Lender or Agent informs Borrower that Lender will not initiate a debit entry as described above later than the date that is three (3) Business Days prior to such payment date, Borrower shall pay to Lender such amount of periodic obligations in full in immediately available funds on the date that is three (3) Business Days after the date on which Lender or Agent notifies Borrower of such; provided, further, that, with respect to clause (ii) above, in the event that Lender or Agent informs Borrower that Lender will not initiate a debit entry to Borrower’s account for certain amount of such out-of-pocket legal fees and costs incurred by Agent or Lender, Borrower shall pay to Lender such amount in full in immediately available funds within three (3) Business Days. Once repaid, a Term Loan Advance or any portion thereof may not be reborrowed.
Clause type: esop
 The Employee Stock Ownership Plan of the Company shall have been assumed by Newsub.
Clause type: investment-company-act
 No Borrower is (a) required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or (b) subject to any other United States federal or state law or regulation which purports to restrict or regulate its ability to borrow money.
Clause type: interest
 The Company agrees to pay interest on the unpaid balance of the loan(s) in accordance with the following interest rate: CoBank Base Rate. At a rate per annum equal at all times to 2% above the rate of interest established by CoBank from time to time as its “CoBank Base Rate”, which Rate is intended by CoBank to be a reference rate and not its lowest rate. The CoBank Base Rate will change on the date established by CoBank as the effective date of any change therein and CoBank agrees to notify the Company of any such change. Interest shall be calculated on the actual number of days each loan is outstanding on the basis of a year consisting of 360 days and shall be payable monthly in arrears by the 20th day of the following month or on such other day in such month as CoBank shall require in a written notice to the Company.
Clause type: employee_benefits
 (a) For purposes of vesting, eligibility to participate and level of vacation accruals under the employee benefit plans of Parent and Parent’s Subsidiaries that provide benefits to any individual employed by the Surviving Corporation immediately after the Effective Time (each, a “Continuing Employee” and such plans, the “Parent Benefit Plans”), each Continuing Employee shall be credited with his or her years of service with the Company and its Subsidiaries and their respective predecessors before the Effective Time, to the same extent as such Continuing Employee was entitled, before the Effective Time, to credit for such service under any similar Company Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Effective Time and as set forth on Section 5.16(a) of the Company Disclosure Letter; provided, that the foregoing shall not apply to the extent that its application would result in a duplication of benefits. In addition and without limiting the generality of the foregoing, Parent shall, or shall cause the Parent Benefit Plans providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee to, use commercially reasonable efforts to cause (i) each Continuing Employee to be immediately eligible to participate, without any waiting period, in such Parent Benefit Plans to the extent such restrictions were not applicable under a comparable Company Plan immediately prior to the Effective Time, (ii) all pre-existing condition exclusions and actively-at-work requirements of such Parent Benefit Plan to be waived for such employee and his or her covered dependents to the extent such restrictions were not applicable under a comparable Company Plan immediately prior to the Effective Time, and (iii) to cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year in which the Closing Date occurs to be taken into account under such Parent Benefit Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for such plan year as if such amounts had been paid in accordance with such Parent Benefit Plan.
Clause type: headings
Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of, or affect the interpretation of, this Agreement.
Clause type: compensation
 1. A Party applying a bilateral safeguard measure shall consult with the other Party in order to arrive at a mutually agreed appropriate trade-liberalising compensation in the form of concessions having substantially equivalent trade effects or equivalent to the value of the additional duties expected to result from the safeguard measure. The Party shall provide an opportunity for such consultations no later than 30 days after the application of the bilateral safeguard measure.
Clause type: board
 As of the Effective Date, the Board of Directors of the Company will be comprised of the persons set forth under the heading of the Prospectus captioned “Management.”
Clause type: whereas
Section 1(b) of the Advisory Agreement provides that in the event the Trust establishes one or more additional investment portfolios with respect to which it desires to retain the Investment Adviser to act as investment adviser under the Advisory Agreement, the Trust shall so notify the Investment Adviser in writing and if the Investment Adviser is willing to render such services it shall notify the Trust in writing, and the compensation to be paid to the Investment Adviser shall be that which is agreed to in writing by the Trust and the Investment Adviser; and
Clause type: severability
Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.
Clause type: interest
 THIS NOTE SHALL BEAR INTEREST ON THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT THE RATE OF SIX PERCENT (6%) PER ANNUM (THE “INTEREST”), COMPUTED ON THE BASIS OF THE ACTUAL NUMBER OF DAYS ELAPSED AND A YEAR OF THREE HUNDRED SIXTY-FIVE (365) DAYS, FROM, AND EXCLUDING, THE ISSUANCE DATE THROUGH, BUT EXCLUDING, THE EARLIER OF (I) THE MATURITY DATE, (II) IF ANY OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE IS CONVERTED PURSUANT TO SECTION 9, THE APPLICABLE CONVERSION DATE WITH RESPECT TO SUCH PRINCIPAL AMOUNT, (III) IF ANY OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE IS REPURCHASED BY THE COMPANY PURSUANT TO SECTION 12, THE APPLICABLE PUT DATE WITH RESPECT TO SUCH PRINCIPAL AMOUNT OR (IV) THE TAX REDEMPTION DATE. COMMENCING ON THE ISSUANCE DATE, ACCRUED AND UNPAID INTEREST SHALL BE PAYABLE ON (I) EACH OF THE FIRST (1ST) AND SECOND (2ND) ANNIVERSARY OF THE ISSUANCE DATE AND (II) THE MATURITY DATE (EACH OF (I) AND (II) ABOVE, AN “INTEREST PAYMENT DATE”).