bhaskrr/legal-clauses huggingface dataset:
Clause type: confidentiality
Each Lender agrees that it will not disclose without the prior consent of the Borrower Representative (other than to its employees, its Subsidiaries, another Lender, an Affiliate of a Lender or to its auditors or counsel) any information with respect to the Credit Parties which is furnished pursuant to this Agreement or any of the other Loan Documents; provided that any Lender may disclose any such information (a) as has become generally available to the public or has been lawfully obtained by such Lender from any third party under no duty of confidentiality to any Credit Party, (b) as may be required or appropriate in any report, statement or testimony submitted to, or in respect to any inquiry, by, any municipal, state or federal regulatory body having or claiming to have jurisdiction over such Lender, including the Board of Governors of the Federal Reserve System of the United States, the Office of the Comptroller of the Currency or the Federal Deposit Insurance Corporation or similar organizations (whether in the United States or elsewhere) or their successors, (c) as may be required or appropriate in respect to any summons or subpoena or in connection with any litigation, (d) in order to comply with any law, order, regulation, ruling or other requirement of law applicable to such Lender, and (e) to any prospective assignee or participant in accordance with Section 13.8(f) hereof.
Clause type: now
THEREFORE in consideration of the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
Clause type: representations
and Warranties. The Company represents and warrants to, and agrees with, the Holder as follows:
Clause type: investments
 The Employer shall execute a separate agreement to appoint an investment manager, as well as a separate form to select the investment funds available, under the Plan.
Clause type: counterparts
This Agreement and any amendment hereto or any other agreement (or document) delivered pursuant hereto may be executed in one or more counterparts and by different parties in separate counterparts. All of such counterparts shall constitute one and the same agreement (or other document) and shall become effective (unless otherwise provided therein) when one or more counterparts have been signed by each party and delivered to the other party.
Clause type: ownership_of_shares
 Such Shareholder owns the number of Company Common Shares set forth next to his name on Section 3.2 of the Company Disclosure Schedule free and clear of all Encumbrances and, as a result of the Contemplated Transactions, Parent will acquire good, valid and marketable title to the Company Common Shares free and clear of all Encumbrances, other than those that may be created or incurred by Parent. Such Shareholder has not granted any power of attorney with respect to any Company Common Shares owned by him.
Clause type: payment
 Borrower shall promptly pay to Lender the obligations due at the times and places and in the amount and manner specified in this Credit Agreement, the Note and the other Loan Documents.
Clause type: interest
 (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate under the caption “ABR Spread.”
Clause type: assignment
Neither party shall assign or subcontract all or any part of this Agreement, or any interest therein, without the other party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, except that Dex may, without Aptas’ consent, assign this Agreement or any of its rights hereunder, in whole or in part, to any current or future affiliate or subsidiary, or in connection with the sale, consolidation or transfer of all or a substantial portion of its assets or those of Dex, or any merger, reorganization or acquisition of Dex. Upon the acceptance of such assignment and the assumption of the duties and liabilities therefor by the assignee, the assignor shall be released and discharged, to the extent of the assignment, from all further duties and liabilities under this Agreement. Any attempted assignment that does not comply with the terms of this Section shall be null and void.
Clause type: whereas
Indemnitee may not be willing to serve as an officer or director, advisor or in another capacity without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified; and
Clause type: counterparts
This Deposit Agreement may be executed in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Deposit Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Deposit Agreement. Copies of this Deposit Agreement shall be filed with the Depositary and the Depositary’s Agents and shall be open to inspection during business hours at the Corporate Office and the respective offices of the Depositary’s Agents, if any, by any holder of a Receipt.
Clause type: capitalization
 The Company agrees to purchase such equity in CoBank as CoBank may from time to time require in accordance with its Bylaws. However, the maximum amount of equity which the Company shall be obligated to purchase in connection with any loan may not exceed the maximum amount permitted by the Bylaws at the time the Supplement relating to that loan is entered into or such loan is renewed or refinanced by CoBank.
Clause type: ownership_of_shares
 Not less than ninety-nine percent (99%) of the issued and outstanding shares of capital stock of APSA are owned by the Company.
Clause type: dividends
 If cash dividends are paid on the Common Stock underlying your RSUs (as adjusted under paragraph 2 if applicable and determined retrospectively), which you hold on the dividend record date (the “Dividend RSUs”), you will receive a cash payment equal to the amount of the dividend that would be paid on such Common Stock, subject to the vesting provisions (including any applicable proration) with respect to, and delivery at the same time as the related shares underlying, your RSUs. If non-cash dividends are paid on the Common Stock underlying your Dividend RSUs, the Compensation Committee shall (1) adjust your RSUs as described in paragraph 10 of this Evidence of Award, or (2) provide for distribution of the property distributed in the non-cash dividend. The additional RSUs or property distributed is subject to vesting provisions (including any applicable proration) with respect to, and delivery at the same time as the related shares underlying, the original RSUs.
Clause type: compensation
 During the Employment Term, the Company shall pay Executive a base salary (the “Base Salary”) at the annual rate of $315,000 (less applicable withholding taxes), payable in regular installments in accordance with the Company’s usual payment practices but no less than monthly. Executive shall be entitled to such increases in Executive’s Base Salary, if any, as may be determined from time to time in the sole discretion of the CEO and the Board.
Clause type: stock_option
 All options (individually, an "Option" and collectively, the "Options") outstanding immediately prior to the Effective Time under any Company stock option plan, whether or not then exercisable, shall be canceled and each holder of an Option will be entitled to receive from the Surviving Corporation, for each share of Common Stock subject to an Option, an amount in cash equal to the excess, if any, of the Common Stock Merger Consideration over the per share exercise price of such Option, without interest. All amounts payable pursuant to this Section 3.7 shall be subject to all applicable withholding of taxes and shall be paid as soon as practicable following the Effective Time. The Company shall take all action necessary to effectuate the foregoing, including obtaining all necessary consents of the holders of Options. Notwithstanding the foregoing, the Company will use reasonable efforts to cause the holders of the Options to exercise such Options on or prior to the Effective Time.
Clause type: ownership_of_shares
 None of Buyer, Merger Sub or any of their “affiliates” or “associates” is or has been, within three years of the date hereof, an “interested stockholder” of the Company, as those terms are defined in Section 203 of the DGCL.
Clause type: grant
 The Company hereby grants Performance Shares to the Employee under the Plan subject to all of the terms and conditions in the Plan and this Agreement, including Appendices, if any, for the Employee’s country. If the Performance Shares are paid out in Shares to the Employee upon vesting, par value for the Common Stock underlying the Performance Shares will be deemed to have been paid by the Employee’s services over the vesting period rendered by the Employee to the Company or its Subsidiary.
Clause type: payment
 Borrower must make each payment and prepayment on the Obligation to Administrative Agent’s principal office in New York, New York in immediately available funds by 1:00 p.m. on the day due; otherwise, but subject to Section 3.8, those funds continue to accrue interest as if they were received on the next Business Day. Administrative Agent shall promptly pay to each Lender the part of any payment or prepayment to which that Lender is entitled under this agreement on the same day Administrative Agent receives the funds from Borrower.
Clause type: taxes
 The Borrower and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against the Borrower or any Subsidiary that would, if made, have a Material Adverse Effect. Neither any Loan Party nor any Subsidiary thereof is party to any tax sharing agreement.
Clause type: ownership_of_shares
 Except for the Rollover Shares that are the subject of the Voting and Subscription Agreement, Company Options and Company Restricted Shares, neither Parent nor Merger Sub nor any of their respective Affiliates (including the Consortium Members but excluding the Company and the Company Subsidiaries) owns (directly or indirectly, beneficially or of record) any Shares or other Company Securities and neither Parent nor Merger Sub nor any of their respective Affiliates holds any rights to acquire or vote any Shares or other Company Securities except pursuant to this Agreement and the Voting and Subscription Agreement.
Clause type: whereas
the Trust desires to act as an investment vehicle for separate accounts established for variable life insurance policies and variable annuity contracts to be offered by insurance companies that have entered into participation agreements with the Trust (the "Participating Insurance Companies"); and
Clause type: miscellaneous
(a) Any provision of this instrument may be amended, waived or modified only upon the written consent of the Company and the Investor.
Clause type: base-salary
 During the Term of Employment, the Executive shall be paid a Base Salary, payable in accordance with the regular payroll practices of the Company, of $1 million per year. The Base Salary shall be reviewed annually for any increase in the discretion of the Personnel Committee of the Board.
Clause type: payment
 2.1 Subject to the approval of Seller’s credit department, terms of payment shall be net 30 days from the date of Seller's invoice. Buyer shall make all payments in U.S. currency only and in full without any discount, set off or other reductions.
Clause type: confidentiality
Buyer, Seller, and their respective representatives shall hold in strictest confidence all data and information obtained with respect to the transaction contemplated herein, including, without limitation, the operation and management of the Property, whether obtained before or after the execution and delivery hereof, as well as of Buyer’s plans to purchase the Property or other properties in other locations, and shall not use such data or information for purposes unrelated to this Agreement or disclose the same to others except as expressly permitted hereunder. The preceding sentence shall not be construed to prevent Buyer or Seller from disclosing to their prospective lenders or investors, or to its officers, directors, attorneys, accountants, architects, engineers and consultants to perform their designated tasks in connection with Buyer’s inspection and proposed acquisition of the Property, provided Buyer advises any such party of the confidential nature of the information disclosed. However, neither party shall have this obligation concerning information which: (a) is published or becomes publicly available through no fault of either the Buyer or Seller; (b) is rightfully received from a third party; or (c) is required to be disclosed by law. Notwithstanding the preceding, nothing in this Agreement will prevent or be deemed to limit Buyer’s ability to disclose the existence of this Agreement, and the nature of any material terms herein, to the Securities and Exchange Commission or any other governmental agency to which Buyer, or its successors hereunder, have a disclosure obligation under any applicable law. The terms of this Section 22(p) shall survive the consummation of the transaction contemplated herein or the earlier termination of this Agreement.
Clause type: compensation
 For all services to be performed by Employee under this Agreement, during the Term of Employment, Employee shall be compensated in the following manner:
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of (i) 300,000,000 shares of Company Common Stock, of which, as of the close of business on September 12, 2012, there were 34,385,800 shares issued and outstanding (of which no shares of Company Common Stock are held in treasury) and (ii) 5,000,000 shares of preferred stock, par value $0.001 per share (the “Company Preferred Stock”), of which no shares are issued and outstanding. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. The Company does not have in effect, and is not otherwise subject to, any stockholder rights agreement or “poison pill” stockholder rights plan.
Clause type: interest
 Interest Rate (Section 1.2): A rate equal to the Prime Rate in effect from time to time, plus the Applicable Margin (as defined below), provided that the interest rate in effect on any day shall not be less than 5.50% per annum. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed. The interest rate applicable to the Obligations shall change on each date there is a change in the Prime Rate.
Clause type: representations
and Warranties. The Borrower represents and warrants to the Bank that:
Clause type: assignment
No party hereto may assign any of its rights or delegate any of its obligations under this Agreement without the express written consent of the other party hereto.
Clause type: payment
 A. The City shall pay the Recipient Fifteen Thousand Dollars ($15,000.00) for all services and work performed and all approved expenses incurred for the sole and specific purpose of accomplishing the scope of work, according to the budget provided within Attachment A, in amounts to be billed quarterly. The Recipient shall execute this Agreement by March 31, 2019, in order to receive funding, and all goods and services specified in this Agreement shall be provided during calendar year 2019.
Clause type: assignment
Neither this Agreement, nor any right, obligation or interest hereunder may be assigned or otherwise transferred or disposed of, whether by operation of Law, security or otherwise, by any of the Junior Preferred Stockholders or United without the prior written consent of each of the other parties hereto and any attempted assignment without the required consent shall be void; provided, however, that United may assign all or any of its rights and obligations hereunder to any Affiliate of United, provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations. For the avoidance of doubt, United shall be entitled to conduct the transactions contemplated by this Agreement through a wholly owned subsidiary of United; provided, however, that United shall guarantee the obligations of such subsidiary in connection therewith.
Clause type: representations
and Warranties. (a) Each Party hereto represents and warrants to each other Party that, as of the date hereof: (i) such Party that is not a natural person is duly organized, validly existing and in good standing under the jurisdiction of its formation or organization, (ii) such Party has all requisite power and authority to enter into and to perform its obligations under this Agreement and the TW Voting Agreement and to consummate the transactions contemplated hereby and thereby, (iii) this Agreement and the TW Voting Agreement has been duly executed and delivered by such Party and constitutes a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by (A) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or similar Laws in effect which affect the enforcement of creditor’s rights generally or (B) general principles of equity, whether considered in a proceeding at Law or in equity and (iv) the execution and delivery by such Party of this Agreement and the TW Voting Agreement nor the performance by such Party of any of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby or thereby, will violate, conflict with, result in a breach, or constitute a default (with or without notice or lapse of time or both) under, give to others any rights of consent, termination, amendment, acceleration or cancellation of, (A) any provision of the governing documents of such Party that is not a natural person, (B) any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease, license or other agreement, contract, instrument, permit or concession to which such Party or any of its Affiliates is a party or (C) any Law applicable to such Party or its Affiliates.
Clause type: confidentiality
During the term of this Agreement, AUTOADDRESS and each Customer may have access to Confidential Information of the other party. Confidential Information shall be used solely for each party’s performance under this Agreement and the exercise of its rights hereunder and shall not be disclosed to any third party. Each party shall take reasonable precautions, at least as great as the precautions it takes to protect its own confidential information, to maintain the Confidential Information of the other party in strict confidence. AUTOADDRESS may, subject to the terms of this Agreement, disclose Customer’s Confidential Information to any entity controlling, controlled by or under common control with AUTOADDRESS or a third party consultant or contractor assisting AUTOADDRESS with the performance of maintenance services or any of AUTOADDRESS’s other obligations under this Agreement. AUTOADDRESS shall require such third party consultant or contractor to agree in writing to confidentiality provisions at least as protective of confidential information as the provisions set out herein. Confidential Information shall not include any information that the receiving party can establish:
Clause type: interest
 The Guarantor agrees to pay interest on each amount demanded of it under this Guarantee from the date of such demand until payment (as well after as before judgment) at the rate specified in clause 3.4 of the Agreement which shall apply to this Guarantee mutatis mutandis. Such interest shall be compounded at the end of each period determined for this purpose by the Bank in the event of it not being paid when demanded but without prejudice to the Bank’s right to require payment of such interest. This Guarantee shall:
Clause type: confidentiality
(a) Each of the Administrative Agent, the Managing Agents, the other Secured Parties and the Borrower shall maintain and shall cause each of its employees and officers to maintain the confidentiality of this Agreement and the other confidential proprietary information with respect to the other parties hereto and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that each such party and its officers and employees may (i) disclose such information to its external accountants and attorneys and as required by an Applicable Law, as required to be publicly filed with SEC, or as required by an order of any judicial or administrative proceeding, (ii) disclose the existence of this Agreement, but not the financial terms thereof, (iii) disclose this Agreement and such information in any suit, action, proceeding or investigation (whether in law or in equity or pursuant to arbitration) involving any of the Transaction Documents, Loan Documents or any Hedging Agreement for the purpose of defending itself, reducing its liability, or protecting or exercising any of its claims, rights, remedies, or interests under or in connection with any of the Transaction Documents, Loan Documents or any Hedging Agreement and (iv) disclose such information to its Affiliates to the extent necessary in connection with the administration or enforcement of this Agreement or the other Transaction Documents.
Clause type: capitalization
 The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Pricing Disclosure Package and the Prospectus (except for subsequent issuances or purchases, if any, pursuant to this Agreement or pursuant to reservations, agreements, employee benefit plans, the exercise of convertible securities or the Company’s stock repurchase program referred to in each of the Pricing Disclosure Package and the Prospectus); and the shares of issued and outstanding common stock have been duly authorized and validly issued and are fully paid and non-assessable.
Clause type: payment
 Member agrees to pay to LDC an annual membership fee, determined in accordance with the membership fee schedule, attached hereto as Exhibit A and incorporated herein, as it may be amended from time to time at the beginning of a new membership year. The first annual payment shall be due upon execution of this Agreement. Subsequent payments shall be due on or before January 1 of each year thereafter, unless Member provides sixty days' prior written notice that it does not intend to renew its membership, or LDC notifies Member that LDC has been dissolved or is no longer offering not-for-profit memberships generally. Each membership year shall commence on January 1and end December 31 of the following calendar year. Membership fees are non-refundable.
Clause type: miscellaneous
4.1 Except as otherwise expressly provided herein or unless the context otherwise requires, all terms used herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture.