bhaskrr/legal-clauses huggingface dataset:
Clause type: investments
 (i) The Disclosure Schedule sets forth a true and complete list of all bonds, stocks, mortgages and other investments of any type owned by the Company as of the date hereof (collectively, the "Scheduled Investments"). The Company has good and marketable title to each of the Scheduled Investments.
Clause type: interest
 (1) Interest derived by a resident of one of the Contracting States from sources within the other Contracting State may be taxed by both Contracting States.
Clause type: governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.
Clause type: taxes
 (a) Any and all payments by the Borrower to or for the account of any Lender or the Agent hereunder or under the Notes or any other documents to be delivered hereunder shall be made, in accordance with Section 2.13 or the applicable provisions of such other documents, free and clear of and without deduction for any and all Indemnified Taxes. If the Borrower shall be required by law to deduct any Indemnified Taxes from or in respect of any sum payable hereunder or under any Note or any other documents to be delivered hereunder to any Lender or the Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14) such Lender or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other governmental authority in accordance with applicable law.
Clause type: compensation
 A. City shall pay Contractor compensation at the same rate and on the same schedule as provided in the Cooperative Purchasing Agreement, which is attached hereto as Exhibit C.
Clause type: investments
 None of the Borrower, the Guarantor, or their respective Subsidiaries shall enter into any new Investments in the event that a Borrowing Base Deficiency has occurred and is continuing or would occur after giving effect to any new Investment.
Clause type: taxes
 Oaktree has timely filed all material tax, governmental and/or related forms and reports (or extensions thereof) due or required to be filed and has paid or made adequate provisions for all taxes or assessments which have become due through December 31, 2009 and as of the Closing Date, and there are no deficiencies outstanding.
Clause type: interest
 Prior to the Maturity Date, interest shall accrue on the Principal Amount as follows:
Clause type: base-salary
 A base salary at the rate of $150,000 per year for the term of employment of the Employee under this Employment Agreement. The base salary shall be payable in equal biweekly installments subject to usual withholding requirements. This salary will be reviewed annually according to the established practices of the company. No overtime pay will be paid to the Employee by the Corporation.
Clause type: ownership_of_shares
 On the date hereof, the Owned Shares set forth opposite such Stockholder’s name on Attachment A hereto are owned beneficially by such Stockholder in the manner reflected thereon and include all of the shares of capital stock of the Company owned beneficially by such Stockholder, free and clear of any claims, liens, encumbrances and security interests. As of the date hereof such Stockholder has, and at any stockholder meeting of the Company in connection with the Merger Agreement and the transactions contemplated thereby, such Stockholder will have (except as otherwise permitted by this Agreement), sole voting power (to the extent such securities have voting power) and sole dispositive power with respect to all of the Owned Shares.
Clause type: representations
and Warranties. The representations and warranties of the Borrower and each other Loan Party contained in Article II, Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct on and as of the date of such Credit Extension and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects on and as of the date of such Credit Extension, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively.
Clause type: investment-company-act
 Neither of the Transaction Entities nor any of their respective subsidiaries are, and upon the issuance and sale of the Securities as herein contemplated and the receipt and application of the net proceeds therefrom as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds,” will be, an “investment company” or an entity “controlled” by an “investment company” as such terms are defined in the 1940 Act.
Clause type: payment
 All Distributions received by the Employee in cash shall be applied toward repayment of this Note. The Employee agrees that the Company may establish and institute any procedure that it deems necessary or advisable to ensure that each such Distribution shall be applied toward repayment of this Note, including without limitation, the placement of a restrictive legend on any check representing a Distribution. Each such payment shall first be applied to the payment of interest accrued as of the date of such payment and the remainder thereof, if any, shall then be applied to the payment of outstanding principal. The Note will bear interest at the rate provided in Section 4 hereof. The entire principal balance and all accrued and unpaid interest and other charges as may be due hereunder shall be due and payable on or before the tenth anniversary of the date of this Note (the "Maturity Date").
Clause type: headings
Headings are inserted for convenience and do not affect the interpretation of this Agreement.
Clause type: investments
 The Borrower shall not, and shall not permit ----------- any of its Subsidiaries to, make any loan or advance, or otherwise acquire for a consideration evidences of Indebtedness, capital stock or other securities of or equity interests in any Person, except that so long as no Event of Default then exists or would be caused thereby, the Borrower or any of its Subsidiaries may (i) purchase marketable, direct obligations of the United States of America maturing within three hundred sixty-five (365) days of the date of purchase, (ii) purchase commercial paper issued by corporations, each of which conducts a substantial part of its business in the United States of America, maturing within one hundred and eighty (180) days from the date of the original issue thereof, and rated "P-1" or better by Moody's Investors Service, (iii) purchase repurchase agreements and certificates of deposit maturing within three hundred sixty-five (365) days of the date of purchase which are issued by any Bank or by a United States national or state bank having capital, surplus and undivided profits totaling more than $250 million and rated "A" or better by Moody's Investors Service, (iv) make acquisitions as permitted pursuant to Section 7.4 hereof, (v) make loans and advances to officers and employees (other than officers and employees, if any, who are shareholders of Kelso or the Manager), in an aggregate outstanding amount not to exceed $750,000, in the ordinary course of the Borrower's business, and (vi) make loans or advances to, and other investments in, the Borrower or any wholly-owned Subsidiaries of the Borrower.
Clause type: headings
The headings of the several sections of this Agreement are inserted for convenience of reference only and are not intended to affect the meaning or interpretation of this Agreement.
Clause type: confidentiality
12.1 Each party retains all rights in its Confidential Information. Both parties undertake to treat as confidential all of the other party’s Confidential Information acquired before and in connection with performance of the Agreement and to use such Confidential Information only to perform the Agreement. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of the Agreement. Any reproduction of Confidential Information of the other party shall contain any and all confidential or proprietary notices or legends which appear on the original. With respect to the Confidential Information of the other party, each party: (a) shall take all those steps the receiving party takes to protect its own similar proprietary and Confidential Information, which shall not be less than a reasonable standard of care to keep all Confidential Information strictly confidential; and (b) shall not disclose any Confidential Information of the other to any person other than those Representatives whose access is necessary to enable it to perform the Agreement and who are obliged to maintain confidentiality to a similar extent as provided herein. Each party will be responsible for its Representatives’ compliance with the provisions of this Section.
Clause type: headings
The headings in this Agreement are for ease of reference only and shall not be taken into account in the construction or interpretation of any provision to which they refer.
Clause type: headings
The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.
Clause type: conversion_of_shares
 (a) At the Effective Time, each ordinary share, NIS 0.01 par value per share, of the Company (each a "SHARE" and, collectively, the "SHARES") issued and outstanding immediately prior to the Effective Time (other than (i) Shares held in the Company's treasury or by any of the Company's Subsidiaries and (ii) Shares held by Parent, Acquisition or any other subsidiary of Parent) shall, by virtue of the Merger and without any action on the part of Acquisition, the Company or the holder thereof, be converted into the right to receive $12.00 in cash without interest (the "MERGER CONSIDERATION").
Clause type: insurance
7.1. CONTRACTOR shall obtain and carry, at all times during its performance under this Agreement, insurance of the types and in the amounts set forth in the document titled General Insurance Requirements, which is attached as Exhibit C and made a part of this Agreement.
Clause type: now
THEREFORE in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Clause type: payment
 As soon as practicable following the Vesting Date, each of your Performance Share Units, together with Dividend Equivalents on such units, will be converted to the number of shares of Common Stock indicated by the degree of attainment of the Performance Goal set forth on Annex A (provided the threshold level of performance is attained). Subject to the provisions of the Plan and this Agreement, any payment with respect to the Award shall be paid in shares of Common Stock, after the satisfactory payment of applicable withholding taxes as set forth in Section 5, as soon as practicable following the date on which the Committee certifies the level of achievement of the Performance Goal for the Performance Period.
Clause type: base-salary
 Executive’s initial base salary shall be One Hundred Eighty Thousand ($180,000) per year (less applicable withholdings), which shall be payable in accordance with the Company’s standard payroll schedule (but in no event less frequent than on a monthly basis), together with such increases as may be approved by the Company’s Compensation Committee from time to time in its sole discretion. The annual base salary shall never be less than the initial base salary, and the Executive shall receive increases annually in such amount to be determined by the Compensation Committee, such increases not to be less than 5%. Such annual base salary as increased from time to time shall be referred to herein as the “Base Salary.”
Clause type: vesting
 Your option will vest as provided in your Grant Notice. Vesting will cease upon the termination of your Continuous Service.
Clause type: investments
 Make any advance, loan, extension of credit (by way of guarantee or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or make any other investment in, any other Person (all of the foregoing, “Investments”; it being understood that the amount, as of any date of determination, any Investment in the form of a guarantee shall be equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof, as determined in good faith by a Responsible Officer) except:
Clause type: assignment
No rights hereunder may be assigned by the Licensee, directly or by merger or other operation of law, except assignment to an Affiliate, without the express written consent of the other Party, such consent not to be unreasonably withheld; provided, however, without such consent, either Party may assign this Agreement in connection with the sale of all or substantially all of its assets or business or its merger or consolidation with another company. Any prohibited assignment of this Agreement or the rights hereunder shall be null and void. No assignment shall relieve Licensee or Licensor of responsibility for the performance of any accrued obligations which they have prior to such assignment. This Agreement shall inure to the benefit of permitted assigns.
Clause type: investment-company-act
 Neither Obligor is an “investment company” within the meaning of the Investment Company Act of 1940, as amended. Each Obligor is exempt from regulation under the Federal Power Act.
Clause type: termination
This Agreement shall terminate with respect to each Trust which we have agreed to underwrite 30 days after the date on which the public offering of the Units of such Trust is made in accordance with Section 5 hereof unless sooner terminated by you, provided that you may extend this Agreement for not more than eleven successive periods of 30 days each upon notice to us and each of the other Underwriters. Notwithstanding any settlement on the termination of this Agreement, we agree to pay our share of any amount payable on account of any claim, demand or liability which may be asserted against the Underwriters, or any of them, based on the claim that the Underwriters constitute an association, unincorporated business or other separate entity and our share of any expenses incurred by you in defending against any such claim, demand or liability. We also agree to pay any stamp taxes which may be assessed and paid after such settlement on account of any Units received or sold hereunder for our account. Notwithstanding any termination of this Agreement, no sales of the Units shall be made by us at any time except in conformity with the provisions of Section 22(d) of the 1940 Act.
Clause type: investment-company-act
 The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Registration Statement, the General Disclosure Package and the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.
Clause type: compensation
 The Client issued to Employee an amount of 20,000 restricted shares of the Client's common stock, in payment in full for the aforesaid services rendered through the period agreed upon.
Clause type: base-salary
 The Executive shall be paid an annualized base salary, payable in accordance with the regular payroll practices of the Company, of $236,250.00, which amount may be increased from time to time in the discretion of the Board.
Clause type: employee_benefits
 You will continue to be eligible to participate in the benefit plans and programs established by the Company for its employees from time to time, subject to their applicable terms and conditions, including without limitation any eligibility requirements. The Company reserves the right to modify, amend, suspend or terminate the benefit plans and programs it offers to its employees at any time.
Clause type: notices
All notices, requests, demands, waivers and communications required or permitted to be given under this Agreement shall be in writing signed by or on behalf of the Party making such notice, request, demand, waiver or communication and shall be deemed to be given (i) on the day delivered (or if that day is not a Business Day, or if delivered or refused after the close of business on a Business Day, on the next day that is a Business Day) when sent by personal delivery or overnight courier, (ii) on the third Business Day after mailed by registered or certified mail, postage prepaid, return receipt requested, or (iii) upon transmission when sent by facsimile transmission or email transmission. Mailed notices shall be addressed as set forth below, but any Party may change the address set forth below by written notice to other Parties in accordance with this paragraph. To the Company: c/o Broad Street Realty, LLC 7250 Woodmont Avenue, Suite 350 Bethesda, MD 20814 Attention: Michael Z. Jacoby Facsimile: (301) 828-1201 Email: mjacoby@broadstreetllc.net with a copy to: Morrison & Foerster LLP 2000 Pennsylvania Avenue NW, Suite 6000 Washington, DC 20006-1888 Attention: David P. Slotkin, Lauren C. Bellerjeau and Andrew P. Campbell Facsimile: (202) 887-0763 Email: dslotkin@mofo.com, lbellerjeau@mofo.com and andycampbell@mofo.com To the MAMP Parties: MedAmerica Properties Inc. Boca Center, Tower I 5200 Town Center Circle, Suite 550 Boca Raton, FL 33486 Attention: Gary O. Marino Facsimile: (561) 314-6834 Email: gary@medamericaproperties.com with a copy to: Nason, Yeager, Gerson, Harris & Fumero, P.A. 3001 PGA Boulevard, Suite 305 Palm Beach Gardens, FL 33410 Attention: Michael D. Harris Facsimile: (561) 686-5442 Email: mharris@nasonyeager.com
Clause type: capitalization
 6.2.1 The authorized capital stock of Centerprise consists of 20,000 shares of Centerprise Common Stock, of which 17,500 shares are outstanding as of the date hereof. All of the issued and outstanding shares of Centerprise Common Stock are validly issued and are fully paid, nonassessable and free of preemptive rights. Immediately prior to the Closing Date, the authorized capital stock of Centerprise will consist of 50,000,000 shares of Centerprise Common Stock, of which the number of shares set forth in the Form S-1 will be issued and outstanding, and 10,000,000 shares of Preferred Stock, par value $0.01 per share, none of which will be issued and outstanding. Other than (i) shares of Centerprise Common Stock issued pursuant to a split of the shares outstanding as of the date of this Agreement, (ii) shares of Centerprise Common Stock issued in accordance with the Acquisition and the Other Acquisitions, and (iii) shares of Centerprise Common Stock that may be issued to new members of management in lieu of shares previously issued to current members of management, but which will not increase the number of shares of outstanding Centerprise Common Stock, no shares of Centerprise Common Stock will be issued prior to the consummation of the IPO. Mergersub's authorized capital stock consists solely of 1,000 shares of common stock, par value $.01 per share (the "Mergersub Stock"), all of which are issued and outstanding, are owned free and clear of any Liens by Centerprise, and are fully paid, nonassessable and free of preemptive rights.
Clause type: conversion_of_shares
 The manner and basis of converting the shares of each of the Constituent Corporations shall be as follows:
Clause type: now
THEREFORE in consideration of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the parties hereto agree as follows:
Clause type: notices
Any notice, instruction or other instrument required to be given hereunder may be delivered in person to the offices of the parties as set forth herein during normal business hours or delivered prepaid registered mail or by telex, cable or telecopy to the parties at the following addresses or such other addresses as may be notified by any party from time to time. To any Fund: NUVEEN 333 West Wacker Drive Chicago, Illinois 60606 Attention: Stephen Foy, Vice President Telephone: (312) 917-7956 Facsimile: (312) 917-7725 To the Custodian: STATE STREET BANK AND TRUST COMPANY One Federal Street BO2/2 Boston, Massachusetts 02101 Attention: Louis D. Abruzzi, Jr. Telephone: 617-662-0300 Facsimile: 617- 662-0291 Such notice, instruction or other instrument shall be deemed to have been served in the case of a registered letter at the expiration of five business days after posting, in the case of cable twenty-four hours after dispatch and, in the case of telex, immediately on dispatch and if delivered outside normal business hours it shall be deemed to have been received at the next time after delivery when normal business hours commence and in the case of cable, telex or telecopy on the business day after the receipt thereof. Evidence that the notice was properly addressed, stamped and put into the post shall be conclusive evidence of posting.
Clause type: board
 (a) Subject to the terms and conditions of this Agreement, from and after the Effective Time and until a Termination Event (as defined below) shall have occurred, the LD Topco Holders holding a majority of the LD Topco Shares shall have the right to designate up to six persons to be appointed or nominated, as the case may be, for election to the Board (including any successor, each, a “Nominee”) by giving written notice to the Company not later than ten days after receiving notice of the date of the applicable meeting of shareholders provided to the LD Topco Holders; provided, however, the initial Nominees shall be appointed as set forth in Section 1(b).
Clause type: counterparts
64 ------------ 12.4. Terminations, Amendments, Waivers, Etc.; Unanimous Vote Matters. . . . . . . . . . . . . . . 64 --------------------------------------------------------------- 12.5. Headings, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 -------------- 12.6. Parties in Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 ------------------- 12.7. GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL; VENUE; ARBITRATION. . . . . 66 ----------------------------------------------------------------------------------- 12.8. Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 ------------ 12.9. Liability Limited. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 ----------------- 12.10.
Clause type: investment-company-act
 The Company is not required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”), and the rules and regulations promulgated thereunder.
Clause type: investment-company-act
 None of Holdings, the Borrower or ---------------------- any of their Subsidiaries is an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "ICA") or a company "controlled" by an "investment company" within the meaning of the ICA (other than any investment company (including, without limitation, Bessemer and its Affiliates) which has been exempted from all provisions of the ICA pursuant to an order of the SEC under Section 6(c) of the ICA).