bhaskrr/legal-clauses huggingface dataset:
Clause type: investments
 The Borrower shall not, and shall not permit any other Obligor to, make any Investments, except:
Clause type: definitions
Defined terms used herein unless otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement as amended by this Amendment.
Clause type: employee_benefits
 Operator's current costs of established plans for employees' group life insurance, hospitalization, pension, retirement, stock purchase, thrift, bonus, and other benefit plans of a like nature, applicable to Operator's labor cost chargeable to the Joint Account under Paragraphs 3A and 3B of this Section II shall be Operator's actual cost not to exceed the percent most recently recommended by the Council of Petroleum Accountants Societies.
Clause type: notices
Any notice required or permitted to be given under this Lease or by law shall be deemed to have been given if it is written and delivered in person or by overnight courier or mailed by certified mail, postage prepaid, to (i) the party who is to receive such notice at the address specified in the Basic Lease Provisions and (ii) in the case of a default notice from Tenant to Landlord, any Lender designated by Landlord. When so mailed, the notice shall be deemed to have been given as of the date it was mailed. Either party may change its address by giving written notice thereof to the other party.
Clause type: entire
Agreement. The terms contained in this Agreement and any Schedules, Exhibits, tariffs and other documents or instruments referred to herein, which are incorporated into this Agreement by this reference, constitute the entire agreement between the Parties with respect to the subject matter hereof, superseding all prior understandings, proposals and other communications, oral or written. Neither Party shall be bound by any preprinted terms additional to or different from those in this Agreement that may appear subsequently in the other Party's form documents, purchase orders, quotations, acknowledgments, invoices or other communications.
Clause type: payment
 Notwithstanding the provisions of Section 2, the obligations of the Company under Section 2 (which shall in no event be deemed to preclude any right to indemnification to which Indemnitee may be entitled under Section 723(a) of the BCL) shall be subject to the condition that the Reviewing Party shall have authorized such indemnification in the specific case by having determined that Indemnitee is permitted to be indemnified under the applicable standard of conduct set forth in Section 2 and applicable law. The Company shall promptly call a meeting of the Board of Directors with respect to a Claim and agrees to use its best efforts to facilitate a prompt determination by the Reviewing Party with respect to the Claim. Indemnitee shall be afforded the opportunity to make submissions to the Reviewing Party with respect to the Claim. The obligation of the Company to make an Expense Advance pursuant to Section 2 shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under Section 2 and applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees and undertakes to the full extent required by paragraph (a) of Section 725 of the BCL to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of New York having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such p...
Clause type: interest
 (a) Interest shall accrue on the unpaid principal balance of this Note at the rate of ten percent (10.0%) per annum, and shall be payable semiannually in cash on the third business day of each January and July (each, an “Interest Payment Date”) in respect of the immediately preceding semi-annual period; provided, however, if an Event of Default (as defined in Section 4 below) or an event with the passage of time or the giving of notice could become an Event of Default, has not occurred, then the Holder may elect to receive any such interest payment by substituting for the abovementioned interest rate a rate of twelve percent (12.0%) per annum for the applicable interest period (“PIK Interest”) and elect to receive a payment entirely as PIK Interest or as 50% cash and 50% PIK Interest by delivery to the Debtor of written notice of its election and a completed Allonge (in the form annexed hereto in Exhibit A) at least five (5) business days prior to the applicable Interest Payment Date. Debtor shall deliver to the Holder an executed copy of such completed Allonge promptly after its receipt thereof. PIK Interest shall bear interest from the applicable Interest Payment Date at the same rate and be payable in the same manner as in the case of the original principal amount of this Note and shall otherwise be treated as principal of this Note for all purposes. From and after each Interest Payment Date with respect to which the Debtor elects to pay PIK Interest, the principal amount of this Note shall, without further action on the part of the Debtor or the Holder, be deemed to be increased by the PIK Interest so capitalized and added to principal in accordance with the provisions hereof. Interest shall be calculated from and include the date hereof and shall be calculated on an actual/360-day basis.
Clause type: base-salary
 For services performed by the President pursuant to this Agreement, the Company shall pay the President a base salary of Two Hundred Fifty Thousand Dollars ($250,000.00) per annum, payable in accordance with the Company’s regular payroll practice subject to any applicable tax and payroll deductions (the “Base Salary”). The Base Salary is subject to annual increases in the sole discretion of the Board. Any compensation which may be paid to the President under any additional compensation or incentive plan of the Company or which may be otherwise authorized from time to time by the Board shall be in addition to the Base Salary to which the President shall be entitled to under this Agreement.
Clause type: entire
Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the matters contemplated herein and supersedes all prior agreements or understandings among the parties related to such matters.
Clause type: definitions
(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms which are defined in the Uniform Commercial Code in effect in the State of New York on the date hereof are used herein as so defined: Accounts, Chattel Paper, Documents, Equipment, Farm Products, Instruments and Inventory.
Clause type: counterparts
This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one agreement.
Clause type: miscellaneous
(a) This Amendment may be executed in any number of counterparts (including by facsimile), and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement.
Clause type: interest
 The Notes bear interest at the rate per annum shown above from September 16, 2013 or from the most recent Interest Payment Date (as defined below)to which interest has been paid or provided for, payable semiannually in arrears on March 16 and September 16 of each year (each such date, an “Interest Payment Date”), commencing on September 16, 2014. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. If the Shelf Registration Statement (as defined in the Registration Rights Agreement) has been declared effective and thereafter ceases to be effective or the prospectus contained therein ceases to be usable, in each case whether or not permitted by the Registration Rights Agreement, at any time during the Shelf Effectiveness Period (as defined in the Registration Rights Agreement), and such failure to remain effective or usable exists for more than 45 days (whether or not consecutive) in any 3−month period or 90 days (whether or not consecutive) in any 12−month period (each, a "Registration Default"), then the interest rate on the Notes will be increased by 0.25% per annum for the first 90-day period beginning on the day immediately following such Registration Default and by an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until and including the date such Registration Default ends, up to a maximum increase of 0.5% per annum. For the avoidance of doubt, any increase in the interest rate pursuant to the preceding paragraph shall not be cumulative. The Holder of this security is entitled to the benefits of the Registration Rights Agreement.
Clause type: base-salary
 Throughout the Employment Period, Company shall pay Employee as compensation for her services an annual base salary of not less than Six Hundred Twenty Five Thousand Dollars ($625,000), payable in accordance with Company’s usual practices. Employee’s annual base salary rate shall be reviewed by the Compensation Committee of the Board of Directors (the “Compensation Committee”) at least annually for increase following each fiscal year so that Employee’s salary will be commensurate for similarly situated executives with firms similarly situated to Company. Employee’s annual base salary rate shall not be subject to decrease at any time during the Employment Period.
Clause type: now
THEREFORE in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement, and intending to be legally bound hereby, the Parties agree as follows:
Clause type: definitions
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article.
Clause type: investment-company-act
 No Credit Party is required to register as an “investment company” (as such term is defined or used in the Investment Company Act of 1940, as amended).
Clause type: payment
 I agree to deliver to the Corporation immediately available funds in the full amount due under this Agreement, by cash or by certified, personal or cashier's check payable to the "Global Condiments, Inc." The money we raise in this offering before the minimum amount, $60,000, is sold will be deposited in a separate non-interest bearing bank account where the funds will be held for the benefit of those subscribing for our shares, until the minimum amount is raised at which time we will deposit them in our bank account and retain the transfer agent who will then issue the shares. The funds will not be commingled with any other monies, and if the minimum amount is not raised by the end of the offering period, September 1, 2010, all funds will be refunded immediately, without interest.
Clause type: compensation
 For the services provided by the Adviser to each Series pursuant to this Agreement, the Trust will pay to the Adviser an annual fee equal to the amount specified for such Series in Schedule A hereto, payable monthly in arrears. Payment of the above fees shall be in addition to any amount paid to the Adviser for the salary of its employees for performing services which are an obligation of the Trust as provided in Section 9. The fee will be appropriately pro-rated to reflect any portion of a calendar month that this Agreement is not in effect between the Adviser and the Trust.
Clause type: compensation
 In payment for the investment sub-advisory services to be rendered by the Sub-Adviser in respect of the Fund hereunder, the Adviser shall pay to the Sub-Adviser as full compensation for all services hereunder a fee computed at an annual rate which shall be a percentage of the average daily value of the net assets of the Fund. The fee shall be accrued daily and shall be based on the net asset values of all of the issued and outstanding shares of the Fund as determined as of the close of each business day pursuant to the Declaration of Trust, Bylaws and currently effective Prospectus and Statement of Additional Information of the Trust. The fee shall be payable in arrears on the last day of each calendar month. The amount of such annual fee, in U.S. dollars, as applied to the average daily value of the net assets of the Fund shall be as described in the schedule below: Net Portfolio Assets Fee Up to $500 million 0.500 % Over $500 million and up to $1 billion 0.425 % Over $1 billion and up to $2 billion 0.415 % Over $2 billion and up to $3 billion 0.400 % Over $3 billion 0.380 %
Clause type: base-salary
 The Company shall pay Executive a base salary at the initial annualized rate of $700,000 (“Base Salary”) in accordance with the Company’s regular payroll schedule. Executive shall be entitled to increases in Base Salary as may be determined from time to time in the sole discretion of the Company.
Clause type: capitalization
 All of the issued and outstanding capital stock of the Company has been duly authorized and validly issued, is fully paid and non-assessable and is owned by American Airlines Group Inc. (“AAG”), free and clear of any recorded liens, encumbrances, equities or claims.
Clause type: ownership_of_shares
 Such Stockholder is the sole record and Beneficial Owner of the number of shares of Company Common Stock listed on Schedule 3.1(a) opposite such Stockholder’s name and such shares constitute all of the shares of capital stock of the Company owned of record or Beneficially Owned by such Stockholder.
Clause type: taxes
 Lender shall be responsible for all filings, tax returns and reports on any Loans undertaken by Chase on Lender's behalf which are to be made to any authority whether governmental or otherwise and for the payment of all unpaid calls, taxes (including, without limitations, any value added tax), imposts, levies or duties due on any principal or interest, or any other liability or payments arising out of or in connection with any Securities or any Collateral, and in so far as Chase is under obligation (whether of a governmental nature or otherwise) to pay the same on Lender's behalf Chase may do so out of any monies or assets held by it pursuant to the terms of the Agreement or hereunder.
Clause type: dividends
 3.1 A holder of an Exchangeable Share shall be entitled to receive and the Board of Directors shall, subject to applicable law, on each Parent Dividend Declaration Date, declare a dividend on each Exchangeable Share:
Clause type: ownership_of_shares
 Such Stockholder owns of record at least the number of shares of Class A Common Stock set forth opposite the name of such Stockholder on Schedule 2, and has, and at all times prior to the sale of shares of New Common Stock in the IPO shall have, all necessary power and authority to offer and sell the shares of New Common Stock of such Stockholder pursuant to the IPO in accordance with Section 1.5.
Clause type: insurance
If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies.
Clause type: investments
 Direct Cayco, the Custodian or the Investment Manager, or authorize or permit Cayco, the Custodian or the Investment Manager, to hold or invest in any assets other than as permitted under the Certificate of Designations.
Clause type: taxes
 Engineer will pay all taxes, if any, required by law arising by virtue of the Engineering Services performed hereunder. County is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act.
Clause type: ownership_of_shares
 The Shares held by the Seller constitute all of the issued and outstanding shares of the Company’s capital stock. Except as set forth on Schedule 4.1(a), the Seller is the legal and beneficial owner of, and has good, valid and marketable title to, the Shares, free and clear of all Liens (other than Permitted Liens). The Shares have been duly authorized and validly issued and are fully paid and non-assessable. Upon purchase and payment therefor and delivery to Buyer at the Closing in accordance with the terms of this Agreement, Seller will transfer good, valid and marketable title to the Shares to Buyer free and clear of all Liens.
Clause type: termination
This Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time, prior to the Closing only as follows:
Clause type: grant
 The Company hereby grants to Holder the right to purchase fifty ----- thousand (50,000) newly-issued shares (the "Shares") of the Company's common stock, $0.01 par value (the "Common Stock"), exercisable at any time and from time to time through December 31, 2001 (the "Option").
Clause type: ownership_of_shares
 The Stockholder beneficially owns all of the Shares and options to acquire Shares as set forth on the signature page hereto. The Stockholder owns no shares of Company Common Stock other than the Shares as set forth on the signature page hereto. The Stockholder has sole voting power with respect to all of the Shares.
Clause type: investment-company-act
 Neither Sirius, nor any of the Sirius Subsidiaries is, or on the Closing Date will be, required to be registered as an investment company under the Investment Company Act.
Clause type: financing
 (a) Parent has received and accepted an executed and binding debt commitment letter dated as of the date hereof, a true, correct and complete copy of which has been delivered to the Company (the “Debt Commitment Letter”) from the Debt Financing Sources party thereto pursuant to which the Debt Financing Sources have agreed, subject to the terms and conditions thereof, to provide the debt amounts set forth therein. The financings referred to in the Debt Commitment Letter are collectively referred to in this Agreement as the “Debt Financing”.
Clause type: grant
 The Company hereby grants to Participant a nonqualified stock option (the “Stock Option” and any portion thereof, the “Stock Options”) to purchase [•] shares of Common Stock (such shares of Common Stock, the “Shares”), on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan. The Stock Option is not intended to qualify as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code (the “Code”).
Clause type: dividends
 The timely payment of dividends on the Preferred Shares as specified in the Certificate of Designation is not prohibited by the Certificate of Incorporation or By-Laws of the Company or any agreement, Contract, document or other undertaking to which the Company or any of the Subsidiaries is a party.
Clause type: headings
The Article and Section headings are provided herein for convenience of reference only and do not constitute a part of this Agreement.
Clause type: investment_company
 The Parent is not an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or a "holding company," a "subsidiary company" of a "holding company" or an "affiliate" of a "holding company" or a "public utility" within the meaning of the Public Utility Holding Company Act of 1935, as amended.
Clause type: investments
 The Company will not, and will not cause or permit any Restricted Subsidiary to, make or acquire, any Investment in any Person, except the following (such Investments described below being herein referred to as “Permitted Investments”):
Clause type: severability
If any term, provision, covenant, or restriction contained in this Agreement is held by a final and unappealable order of a court of competent jurisdiction to be invalid, void, or unenforceable, then the remainder of the terms, provisions, covenants, and restrictions contained in this Agreement shall remain in full force and effect, and shall in no way be affected, impaired, or invalidated unless the effect would be to cause this Agreement to not achieve its essential purposes.
Clause type: investment-company-act
 The Borrower (i) is not, and is not controlled by, an “investment company” registered or required to be registered under the Investment Company Act and (ii) is not a “covered fund” under the Volcker Rule.
Clause type: compensation
 As full and complete compensation to Executive for all services to be rendered by Executive hereunder, the Company shall pay Executive as follows:
Clause type: board
 The directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.
Clause type: interest
 Each Note shall bear interest on the unpaid principal amount thereof until paid in full at the rate or rates per annum determined (on the basis of the actual number of days elapsed over a 360-day year) and payable as follows:
Clause type: loans
 All advances or payments to the Partnership by any Partner, other than the contributions required or made under Section 6.A hereof, shall be deemed to be loans by such Partner to the Partnership, and the Partner making such loan shall be entitled to interest thereon at such rates per annum as the Partners may agree, and such loan together with interest as aforesaid, shall be repaid before any distribution shall be made hereunder to the other Partner. No such loan to the Partnership shall be made without the prior written consent of the Partners and shall be required to be made by all Partners in proportion to their respective Partnership Shares (as hereinafter defined). With respect to any borrowings by the Partnership for which there is recourse to the Partners or any of their respective assets, the Partners shall be liable for such borrowing in proportion to their respective Partnership Shares (as hereinafter defined) as determined from time to time.
Clause type: termination
This Agreement may be terminated at any time prior to the Effective Time, whether before or after receipt of the Company Stockholder Approval: