bhaskrr/legal-clauses huggingface dataset:
Clause type: loans
 Subject to the terms and conditions hereof, each Lender severally agrees to make Loans to the Borrower in Sterling, (x) from time to time on any Business Day during the Availability Period for any Certain Funds Purpose other than the Target Refinancing and (y) on the Closing Date, to fund the Target Refinancing, if any, in each case, in an aggregate amount not to exceed such Lender’s Commitment. Amounts prepaid or repaid in respect of the Loans may not be re-borrowed.
Clause type: payment
 Payment of the redemption price of Shares of the Trust or any Series or Class thereof shall be made in cash or in property or any combination thereof, out of the assets of the Trust or, as applicable, the Assets belonging to such Series, as such term is defined in Section 4.9 hereof, and the composition of any such payment may be different among Shareholders (including differences among Shareholders in the same Series or Class), at such time and in the manner as may be specified from time to time in the applicable Prospectus. In no event shall the Trust be liable for any delay of any other Person in transferring securities or other property selected for delivery as all or part of any such payment.
Clause type: insurance
CONSULTANT'S ATTENTION IS DIRECTED TO THE INSURANCE REQUIREMENTS BELOW. IT IS HIGHLY RECOMMENDED THAT CONSULTANTS CONFER WITH THEIR RESPECTIVE INSURANCE CARRIERS OR BROKERS TO DETERMINE IN ADVANCE OF PROPOSAL SUBMISSION THE AVAILABILITY OF INSURANCE CERTIFICATES AND ENDORSEMENTS AS PRESCRIBED AND PROVIDED HEREIN. Should work be required on City premises or within the public right-of-way, upon award of the contract, the bidder shall provide proof of insurance for the types of coverage, limits of insurance and other terms specified herein, prior to initiation of any services under City, Bid, Proposal or Contract. Coverage shall be from a company authorized to transact business in the State of Nevada and the City of Sparks and shall meet the following minimum specifications: Contractor shall at its own expense carry and maintain at all times the following insurance coverage and limits of insurance no less than the following or the amount customarily carried by Contractor or any of its subcontractors, whichever is greater. Contractor shall also cause each subcontractor employed by Contractor to purchase and maintain insurance of the type specified herein. All insurers must have AM Best rating not less than A-VII, and be acceptable to the City. Contractor shall furnish copies of certificates of insurance evidencing coverage for itself and for each subcontractor. Failure to maintain the required insurance may result in termination of this contract at City’s option. If Contractor fails to maintain the insurance as set forth herein, City shall have the right, but not the obligation, to purchase said insurance at Contractor’s expense. Contractor shall provide proof of insurance for the lines of coverage, limits of insurance and other terms specified below prior to initiation of any services. Coverage shall be from a company authorized to transact business in the State of Nevada and the City of Sparks. Contractor and any of its subcontractors shall carry and maintain coverage and limits no less than the following or the amount customarily carried by Contractor or any of its subcontractors, whichever is greater. Yes General Liability/Umbrella (Excess) Liability $2,000,000    Yes Automobile Liability $1,000,000   Yes Workers’ Compensation Statutory  N/A  Yes Employer’s Liability $1,000,000  N/A Yes Professional Liability $1,000,000  N/A N/A No Pollution Legal Liability $1,000,000  N/A N/A Contractor shall carry and maintain Commercial General Liability (CGL)...
Clause type: taxes
 Except as otherwise stated in an Order Form, Nintex’s fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties, or similar governmental assessments of any nature, including value-added, excise, use, or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its acquisitions hereunder, this Agreement, and the Service, excluding U.S. income taxes on Nintex. If Customer has an obligation to withhold any amounts under any law or tax regime (other than U.S. income tax law), Customer will gross up the payments so that Nintex receives the amount actually quoted and invoiced. If Nintex has a legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount will be invoiced to and paid by Customer, unless Customer provides Nintex with a valid tax exemption certificate authorized by the appropriate taxing authority.
Clause type: loans
 To: Nordea Bank Norge ASA, as Agent From: Seadrill Limited Date: [ ] We refer to Clause 5.1 (Delivery of a Utilisation Request for Loan) of the Agreement. Terms defined in the Agreement shall have the same meaning when used in this Utilisation Request.
Clause type: notices
All notices required or permitted by this Agreement shall be in writing and may be delivered in person (by hand or by messenger or courier service) or may be sent by regular certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 9(g). The address of the L'Auberge Venturer and the Joint Venture for notice purposes shall be as follows: Mr. Stephen B. Boyle Canyon View Apartments 6655 Canyon Crest Drive Tucson, Arizona 85750 Attention: Rental Office Facsimile No.: (520) 577-6703 With a copy to: Hughes Hubbard & Reed 350 South Grand Avenue, Suite 3600 Los Angeles, California 90071-3442 Attention: George A. Furst, Esq. Facsimile No.: (213) 613-2950 The address for the EW Venturer and Manager for notice purposes is as follows: Evans Withycombe Management, Inc. 6991 East Camelback Road, Suite 200A Scottsdale, Arizona 85251 Attention: Stephen Evans Facsimile No.: (602) 423-8843 With a copy to: Ryley, Carlock & Applewhite 101 First Avenue, Suite 2600 Phoenix, Arizona 85003-1973 Attention: Lynn T. Ziolko, Esq. Facsimile No.: (602) 257-9582 Either party may by written notice to the other specify a different address for notice purposes. A copy of all notices required or permitted to be given to either party hereunder shall be concurrently transmitted to such party or parties at such addresses as either party may from time to time hereafter designate by written notice to the other. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed given forty-eight (48) hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by U.S. Postal Service Express Mail or overnight courier that guarantees next day delivery shall be deemed given twenty-four (24) hours after delivery of the same to the United States Postal Service or courier. If any notice is transmitted by facsimile transmission or similar means, the same shall be deemed served or delivered upon telephone confirmation of receipt of the transmission thereof, provided that a copy is also delivered by delivery or mail. If any notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day...
Clause type: base-salary
 In consideration of the services to be rendered by the Executive to the Company and in consideration of the Executive's other covenants hereunder, the Company will pay the Executive a base salary at the rate of (Two Hundred Thousand Dollars) $200,000 per annum commencing on the term defined in Section 2 above. Salary shall be payable at such intervals as may be established by the Company from time to time for salary payments to its Executive Management. Each December, the Chief Executive Officer of the Company or the Compensation Committee thereof, shall review the Executive’s performance and establish the Executive’s annual salary increase and Performance Bonus standards for the succeeding year.
Clause type: whereas
the Trust intends to issue the Notes in accordance with the Indenture, to collaterally assign to, and grant a security interest in, the Funding Agreement and the Guarantee to and in favor of the Indenture Trustee in accordance with the Indenture to secure payment of the Notes;
Clause type: entire
Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreement's subject matter. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. A copy of the Declaration of Trust is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders of the Portfolio or the Trust. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.
Clause type: assignment
This Agreement and any interest hereunder shall inure to the benefit of and be binding upon the Parties and their respective successors, legal representatives and permitted assigns including the successor entity in any merger or reorganization of the Funds. Except as otherwise expressly provided for in this Agreement, neither Party may assign or delegate this Agreement or any of its rights or obligations without the other Party's prior approval which shall not be unreasonably withheld. Upon prior notice to the Fund, TSSG may assign this Agreement to (i) any person in connection with the merger or consolidation of TSSG into such person, or the sale of all or substantially all of the assets of TSSG to such person or (ii) any direct or indirect subsidiary of First Data Corporation in connection with any corporate reorganization. Any attempt to assign, delegate or otherwise transfer this Agreement in violation of this Section will be voidable by the other party.
Clause type: severability
If any term, covenant, condition or provision of this Contract is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.
Clause type: payment
 The Commitment Fee shall be payable by the Borrower to the Facility Agent for the account of each Lender six-monthly in arrears, with the first such payment (the “First Commitment Fee Payment”) to be made on the day falling six months following the Signing Date and the final such payment to be made on the Commitment Fee Termination Date (each date on which a Commitment Fee payment is required to be made in accordance with this Section 3.4.1 referred to herein as a “Commitment Fee Payment Date”). The Commitment Fee shall be in the amount in EUR equal to the product of the Applicable Commitment Rate, multiplied by, for each day elapsed since the preceding Commitment Fee Payment Date (or, in the case of the First Commitment Fee Payment, the Signing Date), 75% of the daily unused portion of Maximum Loan Amount (as such amount may be adjusted from time to time), divided by 360 days.
Clause type: base-salary
 During the Employment Period, the Company shall pay to Employee an annualized base salary of $500,000 (the “Base Salary”) in consideration for Employee’s services under this Agreement, payable in substantially equal installments in conformity with the Company’s customary payroll practices for similarly situated employees as may exist from time to time, but no less frequently than monthly.
Clause type: ownership_of_shares
 The Seller represents and warrants that (a) she owns One Thousand (1,000) shares of Stock and does not own any other securities or other assets of the Company, that (b) he has, and shall transfer to the Purchaser at the Closing, good and valid title to all of such shares free and clear of any liens, pledges, security interests, adverse claims, equities, options, proxies, charges, encumbrances or restrictions (other than the restrictions set forth in the Company's Articles of Incorporation).
Clause type: foreign_investors
 Such Creditor hereby represents that it has satisfied itself as to the full observance by such Creditor of the laws of its jurisdiction applicable to such Creditor in connection with the issuance of the Creditor Shares or the execution and delivery by such Creditor of this Agreement and the Transaction Documents, including (i) the legal requirements within its jurisdiction for the acquisition of the Creditor Shares, (ii) any foreign exchange restrictions applicable to the acquisition, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to such Creditor’s debt cancellation, holding, redemption, sale, or transfer of the Creditor Shares. Such Creditor’s debt cancellation and payment for, and continued beneficial ownership of, the Creditor Shares will not violate any securities or other laws of such Creditor’s jurisdiction applicable to such Creditor.
Clause type: confidentiality
Buyer and Seller reaffirm that they are bound by terms and conditions of that Confidentiality Agreement dated April 19, 2005, between Buyer and Moark, LLC, (the “Confidentiality Agreement”), and in furtherance of the agreement, the Buyer and Seller shall keep confidential all information obtained by it with respect to the other in connection with this Agreement and the negotiations preceding this Agreement, the terms and conditions of this Agreement and any Ancillary Agreement, and shall use the information solely in connection with the Contemplated Transactions, and as otherwise contemplated by the Confidentiality Agreement. If the Contemplated Transactions are not consummated, each Party shall return to the other upon request, without retaining the information in electronic, paper or any other form, any schedules, documents, or other written information obtained from the other in connection with this Agreement and the Contemplated Transactions. Notwithstanding the foregoing, no Party shall be required to keep confidential or return any information that: (1) is required to be disclosed by Law, pursuant to an order or request of a judicial authority or Governmental Authority having competent jurisdiction, or pursuant to the rules and regulations of any national stock exchange applicable to the disclosing party (provided the party seeking to disclose the information provides the other party with reasonable prior written notice); (2) is required to be disclosed by the Seller in connection with obtaining the release of an encumbrance; or (3) can be shown to have been generally available to the public other than as a result of a breach of this Section 7.5.
Clause type: representations
and Warranties. Each of the Trustee, the Trust Administrator and Citibank hereby represents and warrants to the Master Servicer, the Depositor and the Trustee, the Trust Administrator and Citibank, as applicable, as of the Closing Date, that:
Clause type: headings
All article headings are for convenience only and shall not affect the interpretation of this Agreement.
Clause type: ownership_of_shares
 The NEAH Security Holders set forth on SCHEDULE 2.3 are the owners of record and beneficially of all of the issued and outstanding shares of NEAH Common Stock, options and warrants to purchase shares of NEAH Common Stock, which NEAH Securities, to the best of NEAH's knowledge, are owned free and clear of all rights, claims, liens and encumbrances, and have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement. The NEAH Securities set forth on SCHEDULE 2.3 represent 100% of the issued and outstanding capital stock of NEAH and SCHEDULE 2.3 also sets forth the NEAH Fully-Diluted Common Stock, including all additional shares of NEAH Common Stock issuable upon exercise of outstanding warrants and other rights to acquire NEAH Securities.
Clause type: grant
 The Company grants to Optionee, upon the terms and conditions set forth below, the right and option (the "Option") to purchase 5,000 shares of Common Stock at an exercise price of $4.63 per share (the "Exercise Price"). The Option is a Nonstatutory Stock Option and is not intended to qualify as an Incentive Stock Option under Section 422 of the Code.
Clause type: miscellaneous
(a) The Sole Member shall not have any liability for the debts, obligations or liabilities of the Company except to the extent provided by the Act. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, without regard to conflict of law rules.
Clause type: payment_terms
 In the event that the Company, or the DCP Investor if applicable, exercises a Right of Repurchase pursuant to Section 7 of this Agreement, the Company, or the DCP Investor if applicable, shall pay the Termination Price in cash; provided, however, that if the Company has not assigned its right to purchase any or all of the Purchased Shares to the DCP Investor pursuant to Section 7(a)(ii), and is at the time of the Purchase Closing prohibited from purchasing all or any portion of such Purchased Shares (i) because restrictive covenants or other provisions contained in the documents evidencing such entity’s or any of its Affiliates’ indebtedness for borrowed money do not permit or allow such entity to make such payments in cash in whole or in part; or (ii) pursuant to applicable law, then, the portion of the Termination Price not permitted to be made in cash may be paid by the execution and delivery by the Company of a promissory note or other deferred cash payment arrangement (if applicable, any promissory note to be subordinated to the indebtedness for borrowed money of such company or any of its Affiliates) bearing interest at the prime rate, as published in the Wall Street Journal, Eastern edition, on the first Business Day immediately prior to the day on which such promissory note or other deferred cash payment is issued, with principal and accrued interest payable at such time as is required in the Board’s determination to ensure that any payment pursuant to such promissory note or other deferred cash payment arrangement is not prohibited because of any of the matters described in clauses (i) or (ii) of this Section 7(c) above.
Clause type: loans
 Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) on the requested date of any Borrowing of Base Rate Loans.
Clause type: interest
 Carriage Services, Inc., a Delaware corporation (the "Company"), is the issuer of this Convertible Junior Subordinated Debenture Due 2029 (the "Security") limited in aggregate principal amount to $96,649,600, issued under the Indenture hereinafter referred to. The Company promises to pay interest on the Securities in cash from June 3, 1999 or from the most recent interest payment date to which interest has been paid or duly provided for, quarterly (subject to deferral for up to 20 consecutive quarters as described in Section 3 hereof) in arrears on March 1, June 1, September 1, and December 1 of each year (each such date, an "Interest Payment Date"), commencing September 1, 1999, at the Applicable Rate, plus Additional Sums, if any, until the principal hereof shall have become due and payable. The amount of interest payable for any period will be computed on the basis of twelve 30-day months and a 360-day year. To the extent lawful, the Company shall pay interest on overdue installments of interest (without regard to any applicable grace period) at the rate borne by the Securities, compounded quarterly. Any interest paid on this Security shall be increased to the extent necessary to pay Additional Sums as set forth in this Security.
Clause type: loans
 The Mortgage Loans designated as Group IV Loans in Exhibit One. Group IV Senior Percentage: As of each Distribution Date, the lesser of 100% and a fraction, expressed as a percentage, the numerator of which is the aggregate Certificate Principal Balance of the Group IV Certificates immediately prior to such Distribution Date and the denominator of which is the aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO Properties) in Loan Group IV immediately prior to such Distribution Date.
Clause type: termination
36 8.2 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . 37
Clause type: headings
The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any “Section” are to the corresponding Section of this Agreement unless otherwise specified.
Clause type: headings
Headings are included for convenience only and shall not affect the construction of any provision of this Agreement.
Clause type: investment-company-act
 None of Holdings (prior to a Qualified IPO), the U.S. Borrower or the Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended, and no Subsidiary incorporated in England and Wales carries on any business which requires it to be authorized by the United Kingdom Financial Services Authority.
Clause type: miscellaneous
No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa.
Clause type: investment-company-act
 Neither Borrower nor any Subsidiary is an "investment company" as defined in the Investment Company Act of 1940, as amended.
Clause type: now
THEREFORE in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Clause type: headings
The headings and captions hereunder are for convenience only and shall not affect the interpretation or construction of this Agreement.