bhaskrr/legal-clauses huggingface dataset:
Clause type: loans
 Subject to the terms and conditions set forth herein, and subject to the satisfaction of the conditions set forth in Section 6 hereof, the Bank may, in its sole discretion, lend and relend to the Borrower for the account and benefit of the Fund, during the period from the Effective Date to the earlier of (i) the Maturity Date or (ii) the date of the occurrence of an Event of Default, unless waived by the Bank, such amounts as the Borrower may from time to time request (each individually a "Loan" and collectively, the "Loans") up to an aggregate principal amount outstanding at any time not to exceed the amount of the Available Facility. The proceeds of Loans may be used by the Fund for any purpose permitted under the Fund Statement and the Prospectus. This Agreement does not establish a commitment or obligation of the Bank to lend money to the Borrower. The decision of whether or not to make any Loan shall be made by the Bank in its sole and absolute discretion.
Clause type: whereas
in order to induce the Secured Parties to extend the loans evidenced by the Debentures, each Debtor has agreed to execute and deliver to the Secured Parties this Agreement and to grant the Secured Parties, pari passu with each other Secured Party and through the Agent (as defined in Section 18 hereof), a security interest in certain property of such Debtor to secure the prompt payment, performance and discharge in full of all of the Company’s obligations under the Debentures and the Guarantors’ obligations under the Guarantee.
Clause type: indemnification
The Company agrees to indemnify and hold harmless each Investor and its Affiliates and their respective directors, officers, employees and agents from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorney fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, “Losses”) to which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person.
Clause type: capitalization
 (a) Immediately after the Closing, giving effect to the sale and purchase of the Purchased Securities provided for in this Agreement, the authorized and the outstanding capital stock of the Company will be as set forth in Schedule 2.5(a), and all such outstanding shares of capital stock will be --------------- owned (of record and beneficially) by the Persons and in the amounts there indicated. All such outstanding shares of capital stock will be duly authorized, validly issued, fully paid, and non-assessable, and, to the Company's knowledge, free and clear of any liens, security interests, options or other charges or encumbrances. Except as set forth on Schedule 2.5(a), no --------------- adjustment has previously been made (or should have been made) nor will any adjustment be required to be made as a result of the Company's issuance of the Purchased Securities (and the issuance of Common Stock upon the exercise of the Warrants) to the rate at which shares of the Series A Convertible Participating Preferred Stock, $.01 par value per share (the "Series A Preferred Stock"), the ------------------------ Series B Convertible Participating Preferred Stock, $.01 par value per share (the "Series B Preferred Stock"), and the Series C Convertible Preferred Stock, ------------------------ $.01 par value per share (the "Series C Preferred Stock"), and any other capital ------------------------ stock or other security of the Company are convertible into or exercisable for shares of Common Stock or Preferred Stock (as defined in the next sentence) (by reason of any "anti-dilution" provisions or agreements or otherwise). The term "Preferred ---------
Clause type: governing
Law. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Clause type: compensation
 The Company shall compensate the Executive for all services to be rendered by him during the Term as follows:
Clause type: grant
 1.1 This Grant of Restricted Stock is made pursuant to and is subject to the terms of the Wellman, Inc. Restricted Stock Plan which is effective June 1, 2004 (the "Plan"). All capitalized terms used herein and not defined in this document have the meaning given such terms in the Plan. Each Grant made pursuant to the Plan is an Award and shall be subject to all the terms and conditions of the Plan, which are incorporated herein by reference.
Clause type: financing
 The Buyer has or will have available, prior to the Closing, sufficient cash in immediately available funds to pay the Purchase Price pursuant to Article I hereof and to consummate the transactions contemplated hereby.
Clause type: ownership_of_shares
 Except for the Voting and Support Agreements and transactions contemplated therein, Parent, Merger Sub and their respective Subsidiaries do not beneficially own (within the meaning of Section 13 of the Exchange Act and the rules and regulations promulgated thereunder) any shares of Company Common Stock, and Parent and Merger Sub are not a party to, and prior to the Effective Time, Parent and Merger Sub will not become a party to, any contract, arrangement or understanding (other than this Agreement) for the purpose of acquiring, holding, voting or disposing of any shares of Company Common Stock.
Clause type: dividends
 (a) In the event that a distribution with respect to the shares of SOR II Common Stock permitted under the terms of this Agreement has a record date prior to the Merger Effective Time and has not been paid prior to the Closing Date, such distribution shall be paid to the holders of such shares of SOR II Common Stock on the Closing Date immediately prior to the Merger Effective Time. In the event that a distribution with respect to the shares of SOR Common Stock permitted under the terms of this Agreement has a record date prior to the Merger Effective Time and has not been paid prior to the Closing Date, such distribution shall be paid to the holders of such shares of SOR Common Stock on the Closing Date immediately prior to the Merger Effective Time. SOR II shall coordinate with SOR on the declaration, setting of record dates and payment dates of dividends on SOR II Common Stock so that holders of SOR II Common Stock (i) do not receive dividends on both SOR II Common Stock and SOR Common Stock received in the Merger in respect of a single distribution period or fail to receive a dividend on either SOR II Common Stock or SOR Common Stock received in the Merger in respect of a single distribution period or (ii) do not receive both a dividend permitted by the second proviso to Section 6.2(b)(iii) on SOR Common Stock and a dividend permitted by the second proviso to Section 6.1(b)(iii) on SOR II Common Stock received in the Merger or fail to receive either a dividend permitted by the second proviso to Section 6.2(b)(iii) on SOR Common Stock or a dividend permitted by the second proviso to Section 6.1(b)(iii) on SOR II Common Stock received in the Merger.
Clause type: headings
The headings herein are inserted as a matter of convenience only, and do not define, limit, or describe the scope of this Operating Agreement or the intent of the provisions hereof.
Clause type: taxes
 County is a body corporate and politic under the laws of the State of Texas and claims exemption from sales and use taxes. A copy of a tax-exempt certificate will be furnished upon request.
Clause type: whereas
the Bank wishes to assure itself of the services of Executive for the period provided in this Agreement; and
Clause type: representations
and Warranties. The representations and warranties of Trenwick set forth herein, shall be true and correct as of the date of this Agreement and as of the Effective Time as though made on and as of the Effective Time (except to the extent expressly made as of an earlier date, in which case as of such date) except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to "materiality" or "material adverse effect" set forth therein) does not have, and is not likely to have, individually or in the aggregate, a Material Adverse Effect on Trenwick, and Chartwell shall have received a certificate signed on behalf of Trenwick by an executive officer of Trenwick to the effect set forth in this paragraph.
Clause type: taxes
 All Tax reports and returns required to be filed by or relating to the Purchased Assets have been filed with the appropriate Governmental Authority, and there have been paid all Taxes, penalties, interest, deficiencies, assessments or other charges due with respect to such Taxes, as reflected on the filed returns or claimed to be due by such federal, state or local taxing authorities (other than Taxes, deficiencies, assessments or claims which are being contested in good faith and which in the aggregate are not material). Seller has not received any written notice of any examinations or audits pending or unresolved examinations or audit issues with respect to Seller's federal, state or local Tax returns that could adversely affect the Purchased Assets. All additional Taxes, if any, assessed as a result of such examinations or audits have been paid, and to Seller's knowledge, there are no pending claims or proceedings relating to, or asserted for, Taxes, penalties, interest, deficiencies or assessments against the Purchased Assets.
Clause type: severability
If any provision of this Agreement, or the application thereof to any person or circumstance, is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to persons or circumstances other than those as to which it has been held invalid or unenforceable, will remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.
Clause type: whereas
the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining highly qualified persons such as Indemnitee is detrimental to the best interests of the Company’s stockholders;
Clause type: capitalization
 (a) The authorized capital stock of Parent consists of 275,000,000 shares of Parent Common Stock and 25,000,000 shares of serial Preferred Stock, par value $.01 per share (the "PARENT PREFERRED STOCK"). 2,750,000 shares of the Parent Preferred Stock have been designated as "Series A Junior Participating Preferred Stock" and, other than as contemplated or permitted hereby, no other shares of Parent Preferred Stock are subject to any designation. At the close of business on March 12, 1999, 122,359,989 shares of Parent Common Stock (including 1,360,000 shares held in Parent's Benefit Protection Trust), and no shares of Parent Preferred Stock, were issued and outstanding. 2,869,162 shares of Parent Common Stock and no Shares of Parent Preferred Stock are held by Parent in its treasury. No shares of capital stock of Parent are held by any of Parent's Subsidiaries. All of the issued and outstanding shares of Parent Common Stock are validly issued, fully paid, nonassessable and free of preemptive rights. At the close of business on March 12, 1999, 9,610,855 Parent Options, exercisable for 9,610,855 shares of Parent Common Stock, in the aggregate, were outstanding. As of the date of this Agreement, other than (i) the options granted pursuant to the Parent Stock Option Agreement, (ii) the preferred stock purchase rights (none of which are exercisable) issued pursuant to the Amended and Restated Shareholder Rights Agreement (the "PARENT RIGHTS AGREEMENT"), effective January 20, 1999, between the Parent and BankBoston, N.A., as rights agent, (iii) the 6,500,000 4-3/4% Trust Convertible Preferred Securities of El Paso Energy Capital Trust I (the "PARENT TRUST SECURITIES") (and the underlying 4-3/4% Subordinated Convertible Debentures due 2028 of Parent in the aggregate principal amount of $325 million) outstanding and (iv) the Parent Options, the Parent does not have outstanding any subscriptions, options, warrants, calls, commitments, agreements, conversion rights or other rights of any character (contingent or otherwise) entitling any person to purchase or otherwise acquire from Parent or any of its Subsidiaries at any time, or upon the happening of any stated event, any shares of the capital stock of Parent (each of the foregoing, a "PARENT EQUITY EQUIVALENT SECURITY"). From the close of business on March 12, 1999 through the date of this Agreement, no shares of Parent Common Stock have been issued, sold or otherwise transferred by Parent (except in connection with...
Clause type: miscellaneous
This letter agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this letter by telecopier or by electronic mail will be effective as delivery of a manually executed counterpart of this letter. This letter agreement and any claim, controversy or dispute arising under or related to or in connection with this letter agreement, the relationship of the parties hereto, and/or the interpretation and enforcement of the rights and duties of the parties hereto will be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law thereof other than Sections 5-1401 and 5-1402 of the New York General Obligations Law. On and after the date of this letter agreement, each reference in the Base Indenture or the Series 2020-SPIADVF1 Indenture Supplement to “this Agreement”, “hereunder”, “hereof” or words of like import, and each reference in the other Transaction Document, shall mean and be a reference to such document as modified hereby. Except as expressly modified hereby, all of the terms of the Transaction Documents remain unchanged and in full force and effect. Very truly yours, PENNYMAC LOAN SERVICES, LLC, as Administrator By: /s/ Pamela Marsh using an electronic signature Name: Pamela Marsh Title: Senior Managing Director and Treasurer Acknowledged and Agreed to: CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as Administrative Agent By: /s/ Dominic Obaditch Name: Dominic Obaditch Title: Vice President
Clause type: entire
Agreement. This Agreement (including all schedules and attachments hereto) constitutes the entire Agreement between the parties with respect to the subject matter hereof and terminates and supersedes all prior agreements, representations, warranties, commitments, statements, negotiations and undertakings with respect to such services to be performed hereunder whether oral or in writing.
Clause type: assignment
Neither RMEC nor the Employees/Consultants can assign any rights, duties or obligations under this Plan, and in the event of any such assignment, such assignment shall be deemed null and void.
Clause type: grant_of_option
 The Company hereby irrevocably grants to Employee the right and option (“Option”) to purchase all or any part of an aggregate of [Amount of Options], shares Common Stock on the terms and conditions set forth herein and in the Plan, which Plan is incorporated herein by reference as a part of this Agreement. In the event of any conflict between the terms of this Agreement and the Plan, the Plan shall control. Capitalized terms used but not defined in this Agreement shall have the meaning attributed to such terms under the Plan, unless the context requires otherwise. This Option shall not be treated as an incentive stock option within the meaning of section 422(b) of the Code.
Clause type: whereas
the Adviser has entered into a Management Contract with Variable Insurance Products Fund IV, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the ´´Fund"), on behalf of Technology Portfolio (hereinafter called the ´´Portfolio"), pursuant to which the Adviser is to act as investment manager and adviser to the Portfolio, and
Clause type: representations
and Warranties. Borrower makes the following representations and warranties to Bank, which representations and warranties shall survive the execution of this Agreement and shall continue in full force and effect until the full and final payment, and satisfaction and discharge, of all obligations of Borrower to Bank subject to this Agreement.
Clause type: investment-company-act
 The Bank is not required to register under the provisions of the Investment Company Act of 1940, as amended (the “Investment Company Act”), or to take any other action with respect to or under the Investment Company Act by reason of issuance of the Securities other than filing Form F-N with the Commission which filing has been made and not withdrawn.
Clause type: payment
 Costs for this Agreement shall be computed in accordance with State Administrative Manual Section 8752 and 8752.1.
Clause type: taxes
 All federal, state, provincial, local and other material tax returns required to have been filed with respect to the Company and each Consolidated Subsidiary of the Company have been filed, and payment or adequate provision has been made for the payment of all taxes, fees, assessments and other governmental charges which have or may become due pursuant to said returns or to assessments received, except to the extent that (a) such taxes, fees, assessments and other charges are being contested in good faith by appropriate proceedings diligently conducted and for which such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made in accordance with Section 8.1.2 [Payment of Liabilities, Including Taxes, Etc.], or (b) those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no material tax disputes or contests pending as of the Closing Date which would reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company and its Consolidated Subsidiaries in respect of taxes and other governmental charges are, in the opinion of the Company, adequate.
Clause type: taxes
 Any payment required under this Agreement shall be subject to all requirements of the law with regard to the withholding of taxes, filing, making of reports and the like, and the Company shall use its best efforts to satisfy promptly all such requirements.
Clause type: whereas
Section 8 of the Mortgage provides that the form of each series of bonds (other than the First Series) issued thereunder and of the coupons to be attached to coupon bonds of such series shall be established by Resolution of the Board of Directors of the Company and that the form of such series, as established by said Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such provisions not inconsistent with the provisions of the Mortgage as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and/or secured under the Mortgage; and
Clause type: interest
 (a) The Senior Notes will bear interest initially at the rate of 3.75% per year (the “Coupon Rate”) from the original date of issuance through and including the earlier of (i) the Maturity Date and (ii) the day immediately preceding any Reset Effective Date. In the event of a Successful Remarketing of the Senior Notes, the Coupon Rate will be reset by the Remarketing Agent at the appropriate Reset Rate with effect from the related Reset Effective Date, as set forth under Section 8.03. If the Coupon Rate is so reset, the Senior Notes will bear interest at the Reset Rate from the related Reset Effective Date until the principal thereof and interest thereon is paid or duly made available for payment and shall bear interest, to the extent permitted by law, compounded quarterly, on any overdue principal and payment of interest at the Coupon Rate through and including the day immediately preceding the Reset Effective Date and at the Reset Rate thereafter.
Clause type: investment-company-act
 No Credit Party is, or will during the term of this Credit Agreement be, (i) an “investment company”, within the meaning of the Investment Company Act of 1940, as amended, or (ii) subject to regulation under the Federal Power Act or any foreign, federal or local statute or any other Applicable Law of the United States of America, Canada or any other jurisdiction, in each case limiting its ability to incur indebtedness for money borrowed as contemplated hereby or by any other Fundamental Document.
Clause type: payment
 Payment of selling commissions or any reallowance of a portion of the dealer manager fee will be made by the Dealer Manager (or by the Company as provided in the Dealer Manager Agreement) to the Dealer within 30 days of the receipt by the Dealer Manager of the gross commission payments from the Company. Dealer acknowledges that, if the Company pays selling commissions to the Dealer Manager, the Company is relieved of any obligation for selling commissions to the Dealer. The Company may rely on and use the preceding acknowledgment as a defense against any claim by the Dealer for selling commissions the Company pays to Dealer Manager but that Dealer Manager fails to remit to the Dealer.