bhaskrr/legal-clauses huggingface dataset:
Clause type: grant
 Grant. To secure the full and timely payment of the Indebtedness and the full and timely performance of the Obligations, Mortgagor GRANTS, BARGAINS, SELLS, CONVEYS and MORTGAGES to Mortgagee the Mortgaged Property, subject, however, to the Permitted Encumbrances; TO HAVE AND TO HOLD the Mortgaged Property, together with the rights, privileges and appurtenances thereto belonging, unto Mortgagee and its successors and assigns forever, Mortgagor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the title to the Mortgaged Property unto Mortgagee and its successors and assigns against the claim or claims of all persons claiming or to claim the same or any part thereof, subject to the Permitted Encumbrances; provided, however, that if the Loan Parties shall pay (or cause to be paid) the Indebtedness and shall perform and discharge (or cause to be performed and discharged) the Obligations, then in that case only (and subject to the limitations contained in this Mortgage), the liens, security interests, estates and rights granted by this Mortgage shall terminate and be released by Mortgagee at Mortgagor's expense; otherwise same shall remain in full force and effect. A certificate or statement from Mortgagee confirming that the Indebtedness has not been paid in full or that the Obligations have not been fully performed and discharged shall be sufficient evidence thereof for the purposes of reliance by third parties on that fact. WARRANTIES, REPRESENTATIONS AND COVENANTS Mortgagor warrants, represents and covenants to, and agrees with, Mortgagee as follows:
Clause type: counterparts
This Agreement may be executed in any number of separate counterparts, each of which, when so executed, shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute but one and the same instrument.
Clause type: compensation
 The directors shall not receive any stated salary for their services as directors, but by resolution of the Board of Directors a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall preclude any director from serving the Corporation in any other capacity, as an officer, agent or otherwise, and receiving compensation therefor.
Clause type: employee_benefits
 During the Employment Term the Executive and his eligible dependants shall be entitled to such benefits (including but not limited to, the right to participate in any retirement plans (qualified and non-qualified), pension, insurance, health, disability or other benefit plan or program that has been or is hereafter adopted by the Company (or in which the Company participates), as shall be determined by the Board from time to time; provided, however, that the Executive shall always be entitled to such benefits as are generally made available to the senior executives of the Company. The Company shall, in accordance with standard Company policy and practices in effect from time to time, reimburse the Executive for all reasonable business expenses incurred by him in connection with the performance of his duties hereunder.
Clause type: definitions
The terms that follow, when used in this Agreement and any Terms Agreement, shall have the meanings indicated.
Clause type: investment-company-act
 None of the Borrower, the Guarantors or any of their respective Subsidiaries is an “investment company”, or an “affiliated company” or a “principal underwriter” of an “investment company”, as such terms are defined in the Investment Company Act of 1940.
Clause type: definitions
Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings assigned them in Part I of Appendix A to the Sale and Servicing Agreement of even date herewith by and among the Trust, WOAR and World Omni, as Servicer, as it may be amended, supplemented or modified from time to time. All references herein to “the Agreement” or “this Agreement” are to this Receivables Purchase Agreement as it may be amended, supplemented or modified from time to time, the exhibits hereto and the capitalized terms used herein which are defined in such Appendix A, and all references herein to Articles, Sections and subsections are to Articles, Sections or subsections of this Agreement unless otherwise specified. The rules of construction set forth in Part II of such Appendix A shall be applicable to this Agreement.
Clause type: headings
The descriptive headings herein are inserted for convenience only and do not constitute part of this Agreement.
Clause type: esop
 The Company shall take any and all actions necessary with respect to the Granite State Bankshares, Inc. Employee Stock Ownership Plan (the "Plan") to reflect the effect of the transactions contemplated by this Agreement, including without limitation the election procedures described in Section 3.5, and shall cooperate with Buyer prior to the Closing in arranging for appropriate investment alternatives to be offered under the Plan for cash to be received by the Plan as a result of the consummation of the Merger. The Company shall take such action as it reasonably deems necessary to spin off and terminate the employee stock ownership portion of the Plan in accordance with the terms of the Plan, the Code and any other applicable laws, including without limitation, preparing and filing an application for a favorable determination letter upon termination of the Plan from the IRS, provided, however the Company shall consult with Buyer regarding such termination process and any employee communications to be provided in connection therewith and shall incorporate such language in such employee communication that Buyer reasonably requests in order to ensure an orderly transition of the affected employees to Buyer. The Company shall take such other actions prior to the Closing as may reasonably be requested by Buyer in order to permit the prompt consolidation of the remaining portion of the Plan with Buyer's 401(k) plan following the Closing.
Clause type: investments
 All securities owned by Horizon and the Horizon Banks of record and beneficially are free and clear of all mortgages, liens, pledges, encumbrances or any other restriction, whether contractual or statutory, which would materially impair the ability of Horizon or the Horizon Banks freely to dispose of any such security at any time, except as noted on Schedule 3.1(d). Any securities owned of record by Horizon and the Horizon Banks in an amount equal to 5% or more of the issued and outstanding voting securities of the issuer thereof have been noted on such Schedule 3.1(d). There are no voting trusts or other agreements or undertakings of which Horizon or any of the Horizon Banks is a party with respect to the voting of such securities. With respect to all repurchase agreements to which Horizon or any of the Horizon Banks is a party, as an investor, Horizon or the Horizon Banks has a valid, perfected first lien or security interest in the government securities or other collateral securing the repurchase agreement, and the value of the collateral securing each such repurchase agreement equals or exceeds the amount of the debt secured by such collateral under such agreement.
Clause type: compensation
 Any compensation contributed on behalf of Employee under this Agreement shall not be considered "compensation," as the term is defined in The Southern Company Employee Savings Plan, The Southern Company Employee Stock Ownership Plan, The Southern Company Performance Sharing Plan or The Southern Company Pension Plan. Payments under this Agreement shall not be considered wages, salaries or compensation under any other employee benefit plan.
Clause type: taxes
 The Borrower shall pay, or cause to be paid, when due all Taxes imposed upon any Relevant Party or any of its properties or which they are required to withhold and pay over, and provide evidence of such payment to the Administrative Agent if requested; provided, that no Relevant Party shall be required to pay any such Tax that is being contested in good faith by proper actions diligently conducted if (i) they have maintained adequate reserves with respect thereto in accordance with GAAP and (ii) in the case of a Tax that has or may become a Lien against any of the Collateral, such proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such Tax.
Clause type: ownership_of_shares
 35 (l) Brokers and Finders. . . . . . . . . . . . . 36 (m) Available Funds. . . . . . . . . . . . . . . 36
Clause type: investment-company-act
 The Borrower is not required to be registered as an “investment company” under the Investment Company Act of 1940. The Borrower is not carrying on investment business in or from Bermuda for the purposes of the Investment Business Act 2003 of Bermuda and has not received any notification or direction under Section 32 of the Insurance Act 1978 of Bermuda as amended.
Clause type: insurance
Section 3.14 of the Disclosure Schedule contains a list of all material policies of insurance owned or held by any Group Company as of the date of this Agreement. All such policies provide coverage sufficient for a business of the size and type operated by any of the Group Companies as customary for the industries in which they respectively operate. All such policies are, as of the date of this Agreement, in full force and effect, all premiums with respect thereto covering all periods up to the Closing on the Closing Date will have been paid, and no notice of cancellation, termination, material reduction in coverage or disallowance of any material claim has been received by any Group Company with respect to any such policy.
Clause type: loans
 (a) Each Loan shall be made by the Lenders ratably in accordance with their respective Term A Loan Commitment or Term B Loan Commitment, as applicable, as the Borrower may request (subject to Section 2.14) in accordance herewith.
Clause type: capitalization
 On the Restatement Effective Date, after giving effect to the Transaction, the authorized capital stock of the Borrower consists of (i) 61,000,000 shares of common stock, $.01 par value per share of which (y) 41,000,000 have been designated as Class A Common Stock ("Class A Common Stock") of which 4,901,860 shares are issued and outstanding and (z) 20,000,000 have been designate as Class B Common ("Class B Common Stock") none of which shares are issued and outstanding (the Class A Common Stock and the Class B Common Stock collectively, "Borrower Common Stock") and (ii) 31,000,000 shares of preferred stock, $.01 per share, of which (v) 7,754,711 shares have been designated as Series A Convertible Preferred Stock ("Series A Convertible Preferred Stock"), all of which shares are issued and outstanding, (w) 3,222,851 shares have been designated as Series B Convertible Preferred Stock ("Series B Convertible Preferred Stock), all of which are issued and outstanding, (x) 13,325,424 shares are designated Series C Convertible Preferred Stock ("Series C Convertible Preferred Stock"), all of which are issued and outstanding, (y) 5,200,000 shares are designated Series D Convertible Preferred Stock ("Series D Convertible Preferred Stock"), of which 3,347,961 are issued and outstanding and (z) 1,000,000 shares are designated Series E Convertible Preferred Stock ("Series E Convertible Preferred Stock"), none of which are issued and outstanding (the Series A Convertible Preferred Stock, the Series B Convertible Preferred Stock, the Series C Convertible Preferred Stock, the Series D Convertible Preferred Stock and the Series E Convertible Preferred Stock collectively, the "Convertible Preferred Stock") and such Borrower Common Stock and Convertible Preferred Stock is owned in the amounts, and by the Persons, set forth on Schedule VIII. All of such outstanding shares have been duly and validly issued, are fully paid and nonassessable and are free of preemptive rights. Except as set forth in this Section and on Schedule VIII, on the Restatement Effective Date, neither the Borrower nor any of its Subsidiaries has outstanding any securities convertible into or exchangeable for its capital stock or outstanding any rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, its capital stock.
Clause type: representations
and Warranties. Each party represents and warrants to the other party that:
Clause type: severability
If any provision of this Indenture shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions or in all cases because it conflicts with any provisions of any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or paragraphs in this Indenture contained shall not affect the remaining portions of this Indenture or part thereof.
Clause type: representations
and Warranties. All representations and warranties of the Buyer contained in this Agreement and in any written statement, Exhibit or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby shall be true and correct in all material respects as of the date hereof and as of the Closing Date.
Clause type: payment_terms
 [If cost-share is applicable, insert - It is understood and agreed that NYSERDA and the Contractor are sharing the costs for the Work to be performed.] In consideration for this Agreement and as NYSERDA’s full payment for the costs of the performance of all Work, and in respect of all other direct and indirect costs, charges or expenses incurred in connection therewith, NYSERDA shall pay to the Contractor amounts not to exceed the maximum amount set forth in Item 5, Page One of this Agreement for the cost elements identified in the Budget to be funded with NYSERDA funds, subject to the provisions and restrictions contained herein, including, without limitation, the Prompt Payment Policy Statement attached hereto as Exhibit D. NYSERDA’s payments shall be on a reimbursement basis, and shall be paid only to the extent that Cash-based Expenses are incurred by the Contractor in performance of the Work in accordance with the provisions of this Agreement, and the following:
Clause type: termination
This Agreement may be terminated at any time by Customer or Morgan Stanley upon thirty (30) days by written notice to the other. In the event of such notice, Customer shall either close out open positions in the Account or arrange for such open positions to be transferred to another futures commission merchant. Upon satisfaction by Customer of all of Customer's Liabilities, Morgan Stanley shall transfer to another futures commission merchant all Contracts, if any, then held for the Account, and shall transfer to Customer or to another futures commission merchant, as Customer may instruct, all cash, securities and other property held in the Account, whereupon this Agreement shall terminate. Notwithstanding the foregoing, in the event Morgan Stanley is required by a regulatory authority to transfer the account to another futures commission merchant or in the event that Morgan Stanley abandons the Futures Commission Merchant ("FCM") business, then Morgan Stanley shall have the right to terminate this Agreement by written notice effective the date contained therein, provided that Morgan Stanley cooperates in the transfer of open positions to another FCM and that the termination of the Agreement is not made effective earlier than the completion of the transfer.
Clause type: representations
and Warranties. The representations and warranties made by the Company in Section 2 hereof shall have been true and correct when made, and shall be true and correct on the Closing Date.
Clause type: compensation
 For all services rendered by the Executive in any capacity during the Executive’s employment under this Agreement, the Company will compensate the Executive as follows:
Clause type: payment
 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when (1) the Contract has been fully performed by the Contractor except for the Contractor's responsibility to correct nonconforming Work as provided in Subparagraph 12.2.2 of the General Conditions and to satisfy other requirements, if any, which necessarily survive final payment; and (2) a final Certificate for Payment has been issued by the Architect; such final payment shall be made by the Owner not more than 30 days after the issuance of the Architect's final Certificate for Payment, or as follows:
Clause type: entire
Agreement. This Agreement constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof.
Clause type: base-salary
 For all of the services rendered by Executive hereunder, the Company shall pay Executive a base salary (“Base Salary”), which shall be at the annual rate of Six Hundred Eighteen Thousand Six Hundred Dollars ($618,600) beginning as of the Effective Date, payable in installments at such times as the Company customarily pays its other senior level executives. Executive’s Base Salary shall be reviewed annually for appropriate increases by the Board pursuant to the Board’s normal performance review policies for senior level executives but shall not be decreased.
Clause type: taxes
 (a) All income and other material Tax Returns required to be filed by or with respect to the Company or any of its Subsidiaries have been timely filed (taking into account any applicable extensions), all such Tax Returns (taking into account all amendments thereto) are true, complete and accurate in all material respects and all material Taxes due and payable (whether or not shown on any Tax Return) have been paid, other than Taxes being contested in good faith and for which adequate reserves have been established in accordance with GAAP.
Clause type: payment
 As promptly as practicable following such determination and the elections hereunder, the Employer shall pay or transfer to or for the benefit of the Employee such amounts as are then due to him under the Agreement and shall promptly pay or transfer to or for the benefit of the Employee in the future such amounts as become due to him under the Agreement.
Clause type: investment-company-act
 Borrower is not an “investment company” or a company controlled by an “investment company” within the meaning of the Investment Company Act of 1940.
Clause type: investment-company-act
 Such Loan Party is not required to register as an "investment company" under the provisions of the 1940 Act.
Clause type: payment
 Concurrent with the execution hereof, the Purchaser authorizes North Capital Private Securities Corporation, a Delaware corporation and a registered Broker-Dealer, member FINRA and SIPC as escrow agent for the Company (the “Escrow Agent”), to request the Subscription Price from the Purchaser’s bank (details of which are set out in the “Payment Details” section above). The Company shall cause the Escrow Agent to maintain all such funds for the Purchaser’s benefit in a segregated non-interest-bearing account until the earliest to occur of: (i) the Closing, (ii) the rejection of such subscription or (iii) the Termination Date.
Clause type: loans
 The Revolving Credit Loans and the Term Loan. -----
Clause type: governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
Clause type: dividends
 The Borrower shall not declare or pay any dividends except to the extent of funds legally available therefor from payments received by the Borrower pursuant to Section 3.02(a)(x) or Section 2.01 (or in the manner described in Section 3.01(c)(iii)). Notwithstanding the foregoing, the Borrower shall not declare or pay any dividends on any date as of which a Default or an Event of Default shall have occurred and is continuing.
Clause type: base-salary
 During the Term or any Renewal Term, Employer agrees to pay Employee an annual base salary of $350,000 (“Base Salary”), which shall be earned and payable in accordance with Employer’s usual and customary payroll practices as in effect from time to time; provided, however, that pro-rata payments of Base Salary shall occur at least once every 30 days. Any increase in Base Salary shall be as determined from time to time in the sole discretion of the Employer.
Clause type: interest
 13.1 If a Party fails to make any payment due to another Party under this Agreement by the due date for payment, then the defaulting Party shall pay interest on the overdue amount at the rate of 3% (three per cent) per annum above 3 months LIBOR as such is fixed on the date on which such failure to make payment occurs. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting Party shall pay the interest together with the overdue amount.
Clause type: dividends
 No dividends shall be paid with respect to the Time-Vested Deferred Stock. In lieu thereof, if vesting occurs, the Recipient will be credited (at the end of the vesting period) with that number of additional whole shares of CDI Stock that can be purchased (based on their Fair Market Value on the last trading day immediately prior to the date of vesting) with the sum of the dividends that would have been paid with respect to an equal number of shares of CDI Stock between the Date of Grant and the end of the vesting period. The number of shares of CDI Stock payable to the Recipient with respect to dividends shall be decreased in accordance with Section 5 below regarding tax withholding.
Clause type: representations
and Warranties. Each Guarantor hereby makes the following representations and warranties to Purchasers as of the date hereof:
Clause type: ownership_of_shares
 Shareholder is the record and beneficial owner of, or is trustee of a trust that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good and marketable title to, Shareholder’s Original Shares, free and clear of any Liens. Other than as set forth on Schedule A hereto, Shareholder does not own (of record or beneficially) any shares of capital stock of the Company or any options, warrants, rights or other similar instruments to acquire any capital stock or other voting securities of the Company. Shareholder has the sole right to vote and Transfer (as defined in Section 3(c)) Shareholder’s Original Shares, and none of such Original Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting or the Transfer of such Original Shares that would in any way limit the ability of Shareholder to perform his obligations under this Agreement.
Clause type: ownership_of_shares
 All of the issued and outstanding shares of the capital stock of Miracle Partners are held of record and beneficially by C. Eugene Deal. There are no agreements, pledges, powers of attorney, assignments or similar agreements or arrangements either (i) restricting the transferability of any of the shares of the capital stock of Miracle Partners or (ii) which reasonably could be expected to prohibit or delay the consummation of the transactions contemplated hereby. A-86
Clause type: interest
 Pre-judgment and post-judgment interest shall be limited to the rate of three percent (3%) per annum.
Clause type: headings
Headings used in this Agreement are inserted for convenience only and shall not affect the meaning of any term or provision of this Agreement.