bhaskrr/legal-clauses huggingface dataset:
Clause type: confidentiality
“Confidential Material” of the Custodian and each Fund shall mean any proprietary computer software, programs, source or object codes, databases, specifications, techniques, technical information, know-how, strategic business information, marketing and business plans, product information, client information, financial data, or other information or materials which such party (collectively, “Proprietor”) discloses to the other party (“Recipient”), including, without limitation, all portfolio, investment and trading data and other information and materials disclosed by the Fund to the Custodian in connection with this Contract, and all accounts, records and other materials produced by the Custodian pursuant to this Contract; provided that the Fund shall be deemed “Proprietor” and the Custodian shall be deemed “Recipient” with respect to all accounts and records produced by the Custodian pursuant to this Contract. Confidential Material shall not include information which (i) is generally available and known to the public, or (ii) becomes generally available and known to the public other than as the result of a disclosure by Recipient in violation of this Contract, or (iii) becomes available to Recipient from a source other than the Proprietor without obligation of confidentiality, provided such source did not, to Recipient’s knowledge, obtain such information or make such disclosure to Recipient in violation of an agreement with the Proprietor or through other improper action or inaction, or (iv) is independently developed by Recipient without use of or reference to the Confidential Material, and such independent development is evidenced or otherwise confirmed by written documentation. Confidential Material will be used by Recipient solely for the purpose of carrying out this Contract and will be kept in strict confidence by Recipient; provided, however any Confidential Material may be disclosed to employees and agents of Recipient who reasonably need to know such information for the purpose of carrying out this Contract (it being understood that all such employees and agents shall be informed of the confidential nature of such Confidential Material and shall be directed not to disclose such Confidential Material and to use such Confidential Material solely for the purpose of carrying out this Contract). The Recipient will use commercially reasonable efforts to prevent any breach of this Contract by its employees or any other person who obtains access to or po...
Clause type: financing
 (a) Each of Parent and Purchaser shall use its commercially reasonable efforts to obtain the Debt Financing on the terms and conditions described in the Debt Financing Commitment Letter, including using commercially reasonable efforts to (i) negotiate definitive agreements with respect thereto on terms and conditions contained therein (or otherwise on terms and conditions which do not reduce the aggregate amount of the Debt Financing or amend the conditions to the drawdown of the Debt Financing or are adverse to the interests of Seller in any other respect), (ii) satisfy all conditions applicable to Parent and Purchaser in such definitive agreements that are within its control, (iii) comply with its obligations under the Debt Financing Commitment Letter, (iv) enforce its rights under the Debt Financing Commitment Letter and (v) in the event the Debt Financing Commitment Letter is terminated prior to the Closing, obtain a renewal of, or a substitute for, the Debt Financing Commitment Letter on terms and conditions comparable in all material respects to the terms and conditions contemplated in the Debt Financing Commitment Letter or on more favorable terms to Purchaser. In the event any portion of the Debt Financing becomes unavailable on terms and conditions comparable in all material respects to the terms and conditions contemplated in the Debt Financing Commitment Letter, Parent and Purchaser shall use their commercially reasonable efforts to arrange to obtain any such portion from alternative sources on comparable or more favorable terms to Purchaser. Purchaser shall give Seller prompt notice of it becoming aware of any material breach by any party of the Debt Financing Commitment Letter or any termination of the Debt Financing Commitment Letter. Parent shall keep Seller informed on a reasonable basis in reasonable detail of the status of its efforts to arrange the Financing and shall not permit any amendment or modification to be made to, or any waiver of any material provision or remedy under, the Equity Financing Commitment Letter or the Debt Financing Commitment Letter if such amendment, modification, waiver or remedy reduces the aggregate amount of the Financing, amends the conditions to the drawdown of the Financing or is adverse to the interests of Seller in any other respect.
Clause type: compensation
 As compensation for services rendered by PFPC during the term of this Agreement, the Fund will pay to PFPC a fee or fees as may be agreed to from time to time in writing by the Fund and PFPC. The Fund acknowledges that PFPC may receive float benefits and/or investment earnings in connection with maintaining certain accounts required to provide services under this Agreement.
Clause type: headings
Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.
Clause type: taxes
 (a) Except as set forth in Section 3.14 of the Disclosure Schedule:
Clause type: indemnification
(a) Each Lender Party severally agrees to indemnify each Agent (to the extent not promptly reimbursed by the Borrower) from and against such Lender Party’s ratable share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against such Agent in any way relating to or arising out of the Loan Documents or any action taken or omitted by such Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided, however, that no Lender Party shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the foregoing, each Lender Party agrees to reimburse each Agent promptly upon demand for its ratable share of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 9.04, to the extent that such Agent is not promptly reimbursed for such costs and expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 7.05 applies whether any such investigation, litigation or proceeding is brought by any Lender Party or any other Person.
Clause type: representations
and Warranties. Each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that:
Clause type: payment_terms
 As set forth in Section 11 of the Agreement Responsible Managers: Boise Cascade John Sahlberg Boise Paper Dennis Taylor Absorption Fee Percentage Allocation .67% Termination Assistance Services Period 3 months This is one of the Statements of Work provided for in the Outsourcing Services Agreement between Boise Cascade, L.L.C. (“Boise Cascade”) and Boise Paper Holdings, L.L.C. (“Boise Paper”), dated February 22, 2008 (the “Agreement”) and is subject in all respects to the terms of the Agreement. All terms specifically defined in the Agreement shall have the same meaning when used in this Statement of Work. The terms of this Statement of Work are as follows: Service Provider: Boise Paper, Supply Chain - Procurement Service Recipient: Boise Cascade, and its Affiliates Description of Services to be provided:
Clause type: interest
 (a) Subject to subsection (b) below, and unless otherwise specified herein, Borrower hereby promises to pay interest on the unpaid principal amount of each Loan made to it (before and after default, before and after maturity, before and after judgment and before and after the commencement of any proceeding under any Debtor Relief Laws) from the date borrowed until paid in full (whether by acceleration or otherwise) on each Applicable Payment Date at a rate per annum equal to:
Clause type: notices
All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand, messenger or courier service addressed:
Clause type: investment-company-act
 No Credit Party is an “investment company” or a company “controlled” by an “investment company” or a “subsidiary” of an “investment company,” all within the meaning of the Investment Company Act of 1940.
Clause type: interest
 Moneys becoming due by the Borrower to any Indemnified Person under the indemnities contained in this Clause 14 (Other Indemnities) shall be paid within five (5) Business Days following a demand from such Indemnified Person and shall be paid together with interest on the sum demanded from the date which is five (5) Business Days following the date of demand therefor to the date of reimbursement by the Borrower to such Indemnified Person (both before and after judgment) at the rate referred to in Clause 8.3 (Default Interest).
Clause type: compensation
 Compensation on days observed as legal and administrative holidays shall be in excess of the minimum regular amount, and as follows: These provisions shall not apply to Martin Luther King Jr.’s Birthday, or the Day after Thanksgiving.
Clause type: entire
Agreement. This Agreement and the attached Exhibits constitute the entire agreement of the parties covering everything agreed upon or understood in the transaction. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind as conditions or inducements to the execution hereof.
Clause type: insurance
The Company carries, or is covered by, insurance in such amounts and covering such risks as is adequate for the conduct of its business and the value of its property. The Company has no reason to believe that it will not be able to renew any existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect. The Company has not received written notice from any insurer, agent of such insurer or the broker of the Company that any material capital improvements or any other material expenditures (other than premium payments) are required or necessary to be made in order to continue such insurance.
Clause type: grant
 Contractor hereby grants to Continental, and Continental accepts, a non-exclusive, personal, non-transferable, royalty-free right and license to adopt and use the Contractor Marks (as defined below) in connection with Continental's entering into this Agreement, subject to the conditions and restrictions set forth herein.
Clause type: capitalization
 The capitalization of the Company, without listing the Purchased Securities to be purchased pursuant to this Agreement, is as follows:
Clause type: counterparts
This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.
Clause type: headings
The headings set forth herein are included solely for the purpose of identification and shall not be used for the purpose of construing the meaning of the provisions of this Agreement.
Clause type: confidentiality
Employee recognizes and acknowledges that the Confidential Information (as hereinafter defined) is a valuable, special and unique asset of the Company. As a result, both during the Term and for a period the greater of two years or when Employee no longer received compensation or Severance hereunder, Employee shall not, without the prior written consent of the Company, for any reason, either directly or indirectly divulge to any third party or use for Employee’s own benefit or for any purpose other than the exclusive benefit of the Company any confidential, proprietary, business or technical information or trade secrets of the Company or of any subsidiary or affiliate of the Company (“Confidential Information”) revealed, obtained or developed in the course of Employee’s employment with the Company. Such Confidential Information shall include, but shall not be limited to, the intangible personal property described in Section 8.b hereof, any information relating to methods of production, manufacture, service, research, specifications, computer codes, business, marketing and sales techniques and concepts, other data and materials used in performing the Employee’s duties (other than his personal contact list), costs, business studies, finances, marketing data, plans and efforts, the terms of contracts and agreements with customers, contractors and suppliers, litigation strategy and other Confidential Information relating to litigation, the Company’s relationship with actual and prospective customers, contractors and suppliers and the needs and requirements of, and the Company’s course of dealing with, any such actual or prospective customers, contractors and suppliers, personnel information, and any other materials that have not been made available to the industry; provided, that nothing herein contained shall restrict Employee’s ability to make such disclosures during the course of Employee’s employment as may be necessary or appropriate to the effective and efficient discharge of the duties required by or appropriate for Employee’s Position or as such disclosures may be required by law; and further provided, that nothing herein contained shall restrict Employee from divulging or using for Employee’s own benefit or for any other purpose any Confidential Information that is readily available to the general public so long as such information did not become available to the general public as a direct or indirect result of Employee’s breach of this Section 7.
Clause type: loans
 On the Termination Date the Borrower shall repay the outstanding aggregate principal amount of the Loans and all accrued and unpaid interest thereon.
Clause type: termination
1. This Agreement shall remain in force until terminated by either Party.
Clause type: loans
 Except for such insufficiencies as would not reasonably be expected to have a material adverse effect on PVFC or Park View, the documentation (“Loan Documentation”) governing or relating to the loan and credit-related assets (“Loan Assets”) of PVFC or any of the Subsidiaries is legally sufficient for the purposes intended thereby and creates enforceable rights of PVFC or any of the Subsidiaries in accordance with the terms of such Loan Documentation, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting the enforcement of creditors’ rights generally. All loans and extensions of credit that have been made by PVFC or any of the Subsidiaries comply in all material respects with applicable regulatory limitations and procedures. Any loans sold have been sold without recourse or any other obligation to repurchase such loan at any future date. Except as set forth in Section 3.10 of the PVFC Disclosure Schedule, no debtor under any of the Loan Documentation has asserted any claim or defense with respect to the subject matter thereof. Except as set forth in Section 3.10 of the PVFC Disclosure Schedule, neither PVFC or any of the Subsidiaries is a party to a loan, including any loan guaranty, with any director, executive officer or 5% shareholder of PVFC or Park View, or any person, corporation or enterprise controlling, controlled by or under common control with either PVFC or Park View.
Clause type: conversion_of_shares
 (a) Each Share issued and outstanding immediately prior to the Effective Time (other than Shares held in the Company's treasury or by Orion or any wholly owned (except for director's qualifying shares) subsidiary of Orion and other than Dissenting Shares (as defined in Section 3.01)) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, pursuant to Section 3.02, $36.00 in cash (the "Merger Price"), payable to the holder thereof, without interest thereon, upon the surrender of the certificate formerly representing such Share.
Clause type: whereas
the Corporation desires to retain the Adviser to furnish investment advisory services to the Corporation on the terms and conditions hereinafter set forth, and the Adviser wishes to be retained to provide such services.
Clause type: taxes
 (a) Seller and Shareholders agree that Seller will be Liable for and will pay all Taxes (whether assessed or unassessed) applicable to the Business and the Acquired Assets, in each case attributable to periods (or portions thereof) ending on or prior to the Closing Date, and will, for all periods ending on or prior to the Closing Date, remain Liable for and will timely pay all Taxes of Seller. Buyer will be Liable for and will pay all Taxes (whether assessed or unassessed) applicable to the Business and the Acquired Assets, in each case attributable to periods (or portions thereof) beginning after the Closing Date. For purposes of this Section 8.4, any period beginning before and ending after the Closing Date will be treated as two partial periods, one ending on the Closing Date and the other beginning after the Closing Date.
Clause type: financing
 2.01. The Association agrees to extend to the Recipient, on the terms and conditions set forth or referred to in this Agreement, a credit in an amount equivalent to three million Special Drawing Rights (SDR 3,000,000) (variously, “Credit” and “Financing”) to assist in financing the project described in Schedule 1 to this Agreement (“Project”).
Clause type: base-salary
 During the Employment Period, the Annual Base Salary shall be reviewed at least annually, beginning no more than 12 months after the Executive’s last salary review. The Annual Base Salary shall be paid at such intervals as the Company pays executive salaries generally. During the Employment Period, the Annual Base Salary shall be reviewed at least annually, beginning no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date. Any increase in the Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. The Annual Base Salary shall not be reduced after any such increase and the term “Annual Base Salary” shall refer to the Annual Base Salary as so increased.
Clause type: taxes
 Tenant shall, (subject to Tenant's right to contest as set forth hereafter), in all instances, pay and discharge at its sole expense, all duties, taxes, assessments, impositions, or charges of any kind, license and permit fees, and other governmental levies and charges of every kind and nature whatsoever, general and special, extraordinary as well as ordinary, whether foreseen or unforeseen, which shall during the Lease Term be laid, levied, assessed, imposed, become due and payable, or liens upon, or arise in connection with the ownership, use, occupancy or possession of the Leased Premises, or any part thereof, or any appurtenances thereto, or the streets, sidewalks, vaults, curbs and gutters adjoining the Leased Premises, or the leasehold estate hereby created, by virtue of any present or future law, ordinance, order, regulation, rule or requirement of any government (whether federal, state or local), municipality or other governmental authority, including any agency or department thereof. In addition, Tenant shall pay and discharge any and all taxes and other charges levied, assessed or imposed upon the fixtures, furnishings, equipment and all other personal property of Tenant in, upon or about the Leased Premises, and any license or excise covering business conducted in the Leased Premises. The duties, taxes, assessments, impositions, charges, fees and payments above-described are sometimes referred to herein collectively as "Impositions". Nothing contained herein shall require Tenant to pay any inheritance, estate, succession, transfer, gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord, unless such described tax shall be levied upon the rent herein reserved, or otherwise imposed on Landlord, in replacement of or substitution for any Impositions as are presently levied, assessed or imposed. All Impositions shall be paid by Tenant to the governmental authorities charged with the collection thereof on or before the last day upon which the same may be paid without interest or penalty for the late payment thereof and Tenant shall forward a copy of the paid tax bill to Landlord within thirty (30) days of such payment to the applicable governmental authority. In the case of Impositions which may be payable in installments, installments shall be payable within the longest period provided by law, be prorated with Tenant charged during the term hereof, and Tenant shall only be obligated to pay such insta...
Clause type: payment
 Any indemnification of Holder or any other Indemnified Person by Maker pursuant to this Section 15 shall be effected by wire transfer of immediately available funds from Maker to an account designated by Holder or such other Indemnified Person within fifteen (15) days after the determination thereof.
Clause type: severability
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be valid and effective under Applicable Law, but if any provision of this Agreement or the application of any such provision to any person or circumstance will be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision hereof, and the Parties will negotiate in good faith with a view to substitute for such provision a suitable and equitable solution in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.
Clause type: dividends
 (a) Dividends on the outstanding shares of the Corporation, subject to the provisions of the Articles of Incorporation and any applicable law, may be declared by the Board of Directors at any meeting. Dividends may be paid in cash, property or shares of the Corporation's stock.
Clause type: entire
Agreement. This Agreement and the documents and instruments and other agreements among the Parties as contemplated by or referred to herein, including the Confidentiality Agreement, the Company Disclosure Letter, the Guaranty and the Equity Commitment Letter, constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. Notwithstanding anything to the contrary in this Agreement, the Confidentiality Agreement will (a) not be superseded; (b) survive any termination of this Agreement; and (c) continue in full force and effect until the earlier to occur of the Effective Time and the date on which the Confidentiality Agreement expires in accordance with its terms or is validly terminated by the parties thereto.