bhaskrr/legal-clauses huggingface dataset:
Clause type: taxes
 (a) Except as required by law (as determined in the good faith discretion of any applicable withholding agent), any and all payments by any Borrower or any Guarantor to or for the account of any Agent or any Lender (which term shall, for the avoidance of doubt, include, for the purposes of Section 3.01, any L/C Issuer) under any Loan Document shall be made free and clear of, and without deduction for, any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities (including additions to tax, penalties and interest) with respect thereto, imposed by any Governmental Authority (“Taxes”). If a Borrower or a Guarantor or the Administrative Agent is required by law (as determined in the good faith discretion of any applicable withholding agent) to deduct any Indemnified Taxes (as defined below) or Other Taxes (as defined below) from or in respect of any sum payable under any Loan Document to any Agent or any Lender, (i) the sum payable by such Borrower or such Guarantor shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.01(a)), each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower or such Guarantor or the Administrative Agent shall make such deductions, (iii) such Borrower or such Guarantor shall pay the full amount deducted to the relevant taxing authority, and (iv) within thirty (30) days after the date of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as practicable thereafter), such Borrower or such Guarantor shall furnish to such Agent or Lender (as the case may be) the original or a facsimile copy of a receipt evidencing payment thereof or other documentary evidence of payment satisfactory to such Agent or Lender. If any Borrower or any Guarantor fails to pay any Indemnified Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to any Agent or any Lender the required receipts or other required documentary evidence, such Borrower or such Guarantor shall indemnify such Agent and such Lender for any incremental Taxes that may become payable by such Agent or such Lender arising out of such failure. “Indemnified Taxes” refers to any Taxes arising from any payment made under any Loan Document excluding, in the...
Clause type: financing
 Parent has, or will have prior to the expiration of the Offer, sufficient cash, available lines of credit or other sources of immediately available funds to enable it to purchase all of the Shares outstanding on a fully-diluted basis and to pay all related fees and expenses pursuant to the Offer.
Clause type: capitalization
 The authorized capital stock of Purchaser consists -------------- of (i) 40,000,000 shares of common stock, par value $0.001 per share ("Purchaser Common Stock"), and 23,846,501 shares of preferred stock, par value $0.001 per share. At the close of business on August 31, 2000, (i) 4,502,132 shares of purchaser common stock and 6,606, 200,000, 5,041,539, 6,678,791, 7,194,113, and no shares of purchaser's Series A, B, C, D, E, and F Preferred Stocks, respectively, were issued and outstanding, (ii) no shares of such common stock were held in treasury by Purchaser or by subsidiaries of Purchaser, and (iii) as of August 31, 2000, 3,000,000 shares of Purchaser common stock were reserved for issuance pursuant to Purchaser's 1996 Stock Plan ("Purchaser's Stock Option Plan"), and an aggregate of 177,387 common stock and 115,383 Series C Preferred Stock shares were subject to warrants. The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, no par value, all of which, as of the date hereof, are issued and outstanding. All of the outstanding shares of Purchaser's and Merger Sub's respective capital stock have been duly authorized and validly issued and are fully paid and nonassessable. All shares of Purchaser Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall, and the shares of Purchaser Preferred Stock to be issued pursuant to the Merger will be, duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock (other than directors' qualifying shares) of each of Purchaser's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and all such shares (other than directors' qualifying shares) are owned by Purchaser or another subsidiary free and clear of all security interests, liens, claims, pledges, agreements, limitations in Purchaser's voting rights, charges or other encumbrances of any nature whatsoever. Except as set forth in this Section, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which the Purchaser [or any of its subsidiaries] is a party or by which it is bound obligating Purchaser or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, re...
Clause type: taxes
 (a) All federal, state and local tax returns and tax reports required to be filed by the Borrower and/or any Subsidiary have been timely filed with the appropriate governmental agencies in all jurisdictions in which such returns and reports are required to be filed. All federal, state and local income, franchise, sales, use, property, excise, ad valorem, value-added, payroll and other taxes (including interest, penalties and additions to tax and including estimated tax installments where required to be filed and paid) due from or with respect to the Borrower and the Subsidiaries have been fully paid, and appropriate accruals have been made on the Borrower’s books for taxes not yet due and payable. All taxes and other assessments and levies which the Borrower and/or any Subsidiary is required by law to withhold or to collect have been duly withheld and collected, and have been paid over to the proper governmental authorities to the extent due and payable. Except as set forth in Schedule 3.13 of the Disclosure Schedule, there are no outstanding or pending claims, deficiencies or assessments for taxes, interest or penalties with respect to any taxable period of the Borrower or any Subsidiary, and no outstanding tax Liens.
Clause type: base-salary
 “Base Salary” has the meaning set forth in Section 3.
Clause type: interest
 Blackboard Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises to pay interest on the principal amount of this Security at the rate per annum shown above. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 20, 2007. Interest will be computed on the basis of a 360-day year of twelve 30-day months. This Security shall bear interest from the issue date until maturity at the rate of 3.250% per annum on the principal amount. The Company will pay interest semiannually on January 1 and July 1 of each year, commencing January 1, 2008. All references in this Security to interest shall include any applicable Additional Interest unless otherwise stated.
Clause type: conversion_of_shares
 By virtue of the Merger and without any action on the part of the Parent, the Purchaser or any stockholder of the Company, as of the Effective Time pursuant to this Agreement:
Clause type: grant
 The Holder is hereby granted the right to purchase, at any time from October , 2000, until 5:30 P.M., Pacific Standard time, on October , 2005 (the "Expiration Date"), up to an aggregate of nine thousand, twenty-three (9,023) shares of Common Stock (the "Shares" or "Warrant Securities") (subject to vesting as provided in Section 2 and subject to adjustment as provided in Section 9 hereof) at the initial Exercise Price (as hereinafter defined) (subject to the terms and conditions of this Agreement). Except as set forth herein, the Shares issuable upon exercise of the Warrants will be in all respects identical to the shares of Common Stock sold by the Company to the public in the Company's initial public offering. Any Warrant that is not exercised on or prior to the Expiration Date shall be void and all rights hereunder shall cease.
Clause type: termination
10.1. This Agreement shall continue in full force and effect until the first to occur of:
Clause type: investments
 Make any investment of capital in any Person either by purchase of stock or securities, contributions to capital, property transfer or otherwise or acquire or agree to acquire by any manner any business of any Person except pursuant to the transactions contemplated herein and in the SAP Financing Documents, the SAP NTP Financing Documents or the Tax Equity Financing Documents.
Clause type: indemnification
Whether or not the transactions contemplated hereby are consummated, each Lender shall indemnify upon demand the Administrative Agent and its directors, officers, employees and agents (to the extent not reimbursed by or on behalf of the Company and without limiting the obligation of the Company to do so), according to its applicable Pro Rata Share, from and against any and all Indemnified Liabilities (as hereinafter defined); provided that no Lender shall be liable for any payment to any such Person of any portion of the Indemnified Liabilities to the extent determined by a final, nonappealable judgment by a court of competent jurisdiction to have resulted from the applicable Person’s own gross negligence or willful misconduct. No action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs and Taxes) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Company. The undertaking in this Section shall survive repayment of the Loans, cancellation of the Notes, expiration or termination of the Letters of Credit, any foreclosure under, or modification, release or discharge of, any or all of the Collateral Documents, termination of this Agreement and the resignation or replacement of the Administrative Agent.
Clause type: governing
Law. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of California. Each party consents to the jurisdiction and venue of the state or federal courts in San Diego, California, if applicable, in any action, suit, or proceeding arising out of or relating to this Agreement.
Clause type: interest
 This Security will bear interest from November 21, 2003 or from the most recent date to which interest has been paid or duly provided for, semi-annually in arrears on June 1 and December 1 of each year (each, an "Interest Payment Date"), subject to Section 1.09 of the Indenture, commencing June 1, 2004, at the rate per annum equal to 1.85%. Interest on this Security shall be calculated on the basis of a 360-day year composed of twelve 30-day months. Interest payable on this Security on any Interest Payment Date will include interest for the immediately preceding Interest Period. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest payment, which shall be the May 15 or November 15, as the case may be, immediately preceding the relevant Interest Payment Date. Any interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the registered Holder hereof on the relevant Regular Record Date by virtue of having been such Holder, and may be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice whereof shall be given to the Holders of Securities not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. From and after December 1, 2006, the Company will no longer be required to pay cash interest unless the Company elects prior to any remarketing that following such remarketing the Securities will bear cash interest pursuant to Section 16.02(b) of the Indenture. The Original Principal Amount of this Security shall accrete daily at the Applicable Yield for each Interest Period, which shall be 0% (1) prior to December 1, 2006 and (2) during any period for which the Company has elected pursuant to Section 16.02(b) that the Securities will bear cash interest.
Clause type: investment-company-act
 Each of the Borrower and the Loan Parties is not and, after giving effect to the Borrowing of Loans hereunder and the consummation of the transactions contemplated by the Loan Documents and the application of the net proceeds thereof, will not be, an “investment company,” as such term is defined in the Investment Company Act.
Clause type: miscellaneous
All references herein to the Borrower or to any Guarantor shall include their respective successors and assigns, including, without limitation, a receiver, trustee or debtor-in-possession of or for the Borrower or such Guarantor. All references to the singular shall be deemed to include the plural where the context so requires.
Clause type: base-salary
 WEX will pay the Executive a fixed base salary (“Base Salary”) of not less than $230,000, per year. From time to time, the Executive may be eligible to receive annual increases as WEX deems appropriate, in accordance with WEX’s customary policies and procedures regarding the salaries of senior officers, including pursuant to annual compensation reviews to occur no less than once per year, and with due consideration given to the published Consumer Price Index applicable to the Boston greater metropolitan area. Base Salary will be payable according to the customary payroll practices of WEX, but in no event less frequently than once each month.
Clause type: termination
Without prejudice to any other rights, Xecurify Inc. may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such an event, you must destroy all copies of the Plugin.
Clause type: governing
Law. This Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of New York, without regard to principles of conflicts of law.
Clause type: interest
 4.1 Except as set forth in Section 12.3, the Loan under this Agreement shall be interest free.
Clause type: assignment
Notwithstanding anything to the contrary contained herein, except as provided pursuant to Section 7.02, this Agreement may not be assigned by the Master Servicer, the Seller or the Depositor.
Clause type: whereas
the Board of Directors of the Company (the "Board") recognizes that the possibility of a Change in Control (as hereinafter defined) exists and that the threat or the occurrence of a Change in Control can result in significant distractions of its key management personnel because of the uncertainties inherent in such a situation;
Clause type: investment-company-act
 Neither the Company nor any of its Subsidiaries is or, immediately after receipt of payment for the Incremental Indebtedness Notes and the consummation of the transactions contemplated under this Agreement, the Incremental Indebtedness Notes, the Warrants, the Warrant Agreement, and the Registration Rights Agreement Acknowledgment, will be an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended.
Clause type: interest
 Interest shall accrue on the unpaid principal amount of this Note at the lesser of: (i) three (3) percent per annum and (ii) the maximum rate permitted by applicable law, computed on the basis of the number of revolving days elapsed from the date of the advance and a year of 365 days. Accrued interest on any unpaid principal amount will be paid in cash in arrears by the Company on a calendar quarterly basis on the first day of April, July, October and January of each calendar year (or if such day does not fall on a business day, the next business day) or at the time of repayment of this Note, whichever occurs earlier.
Clause type: investments
 Neither Holdings nor the Restricted Subsidiaries shall directly or indirectly, make any Investments, except:
Clause type: dividends
 No Credit Party will, nor will it permit any of its Subsidiaries to, directly or indirectly, (a) declare or pay any dividends (whether cash or otherwise) or make any other distribution upon any shares of its capital stock of any class other than the payment of dividends by the Subsidiaries of the Borrower to the Borrower or (b) other than Permitted Investments purchase, redeem or otherwise acquire or retire or make any provisions for redemption, acquisition or retirement of any shares of its capital stock of any class or any warrants or options to purchase any such shares.
Clause type: headings
Headings of the sections of this Agreement are inserted for convenience only and shall be disregarded in interpreting any of its provisions.
Clause type: payment
 At the time a Guarantor pays any sum which may become due to the Administrative Agent for the benefit of a Bank under the terms of this Article IV, written notice of such payment shall be delivered to the Administrative Agent by such Guarantor, and in the absence of such notice, any sum received by the Administrative Agent on behalf of a Bank on account of any of the Guaranteed Obligations shall be conclusively deemed paid by the Borrower. All sums paid to the Administrative Agent, on behalf of a Bank, by such Guarantor may be applied by the Administrative Agent, on behalf of a Bank, at its discretion, to any of the Guaranteed Obligations.
Clause type: employee_benefits
 “Employee Benefits” means the perquisites, benefits, and service credit for benefits as provided under any and all employee retirement income and welfare benefit policies, plans, programs, or arrangements in which the Executive is entitled to participate, including without limitation any stock option, stock purchase, restricted stock, stock appreciation, interim awards and accrued and unpaid bonuses under the Variable Compensation Plan, accrued and unpaid performance units under the Incentive Compensation Plan, other awards under Stock and Incentive Plans, savings, pension, supplemental executive retirement, or other retirement income or welfare benefit, deferred compensation, incentive compensation, group or other life, health, medical/hospital, or other insurance (whether funded by actual insurance or self-insured by the Company), disability, salary continuation, expense reimbursement, and other employee benefit policies, plans, programs, or arrangements that may now exist or any equivalent successor policies, plans, programs, or arrangements that may be adopted hereafter, providing perquisites, benefits, and service credit for benefits at least as great in a monetary equivalent as are payable thereunder prior to a Change in Control.
Clause type: counterparts
This Agreement may be executed in multiple ------------ counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Clause type: representations
and Warranties. In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, Company represents and warrants to each Lender that the following statements are true, correct and complete:
Clause type: grant
 Subject to the terms and conditions of this Agreement and the completion of the Participation Closing (as defined below), Grantor shall grant to Participant and Participant shall acquire and hold a risk participation interest constituting a derivative payment interest (as further explained in Section 1(b)) (the “Participation”) in the Grantor Interest, effective as of the PA Closing. Partial settlements of the Grantor Interest pursuant to Section 5 shall have the effect of lowering the Grantor Interest in an amount equal to portion of the Grantor Interest that is settled. If the outstanding principal amount under any Underlying Instrument is increased on the third anniversary of the date of issuance of such Underlying Instrument, the Grantor Interest shall be proportionately increased. Manager shall calculate the then applicable Grantor Interest subsequent to each settlement and upon any increase upon the third anniversary of the date of issuance of the Underlying Instruments and maintain records showing the date of such settlements and the Grantor Interest as adjusted from time to time.
Clause type: governing
Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the choice of law principles thereof.
Clause type: investments
 Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, or acquire, by purchase or otherwise, all or substantially all the business, property or fixed assets of, Capital Stock of any Person, or any division or line of business of any Person except:
Clause type: dividends
 Borrower will not declare or pay any cash dividend, make any distribution on, redeem, retire or otherwise acquire directly or indirectly, any shares of its stock or other Equity Interests without the prior written consent of Lender.
Clause type: whereas
each Mortgage Loan is secured by a mortgage, deed of trust or other security instrument creating a first lien on a residential dwelling located in the jurisdiction indicated on the Mortgage Loan Schedule for the related Mortgage Loan Package;
Clause type: investments
 Investments of the Borrower as of the ----------- Closing Date (other than in Subsidiaries, which are set forth in Schedule 4.08), are set forth on Schedule 5.17. Neither the Borrower nor any of the Guarantors shall make Investments after the Closing Date in any Person except as permitted by Section 5.16 and except Investments in:
Clause type: headings
Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Amendment.
Clause type: ownership_of_shares
 Except as previously disclosed to the Company, neither Parent nor Merger Subsidiary or any of their Subsidiaries beneficially owns any Shares as of the date hereof. Prior to the date hereof, neither Parent nor Merger Subsidiary has taken, or authorized or permitted any authorized Representatives of Parent or Merger Subsidiary to take, any action that would reasonably be expected to cause, Parent, Merger Subsidiary or any of their “affiliates” or “associates” to be deemed an “interested stockholder” as defined in Section 203 of Delaware Law or otherwise render Section 251(h) of Delaware Law inapplicable to the Merger.