bhaskrr/legal-clauses huggingface dataset:
Clause type: whereas
to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares in one or more of the Portfolios specified in Schedule A attached hereto (the "Shares") on behalf of the Accounts to fund the Policies, and the Trust intends to sell such Shares to the Accounts at net asset value;
Clause type: termination
This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution and delivery of this Agreement and on or prior to the Closing Date or, in the case of the Option Shares, prior to the Additional Closing Date (i) trading generally shall have been suspended or materially limited on or by any of the New York Stock Exchange or The Nasdaq Stock Market; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.
Clause type: payment
 Prior to commencing the Work, Landlord shall submit to Tenant a written statement of the total Cost of the Work (which shall include the amount of any overtime projected as necessary to substantially complete the Work by the Commencement Date specified in the Lease) as then known by Landlord, and such statement shall indicate the amount, if any, by which the total Cost of the Work exceeds the Allowance (the “Excess Costs”). Tenant agrees, within three (3) days after submission to it of such statement, to execute and deliver to Landlord, in the form then in use by Landlord, an authorization to proceed with the Work, and Tenant shall also then pay to Landlord an amount equal to the Excess Costs. No Work shall be commenced until Tenant has fully complied with the preceding provisions of this Paragraph 4. In the event, and each time, that any change order by Tenant, unknown field condition, delay caused by acts beyond Landlord’s control or other event or circumstance causes the Cost of the Work to be increased after the time that Landlord delivers to Tenant the aforesaid initial statement of the Cost of the Work, Landlord shall deliver to Tenant a revised statement of the total Cost of the Work, indicating the revised calculation of the Excess Costs, if any. Within three (3) days after submission to Tenant of any such revised statement, Tenant shall pay to Landlord an amount equal to the Excess Costs, as shown in such revised statement, less the amounts previously paid by Tenant to Landlord on account of the Excess Costs, and Landlord shall not be required to proceed further with the Work until Tenant has paid such amount. Delays in the performance of the Work resulting from the failure of Tenant to comply with the provisions of this Paragraph 4 shall be deemed to be delays caused by Tenant.
Clause type: investment-company-act
 None of the Loan Parties or any Restricted Subsidiary is an “investment company” as defined in the Investment Company Act of 1940.
Clause type: whereas
Santander Consumer is willing to sell such portfolio of motor vehicle receivables and related property to the Purchaser on the terms and conditions set forth in this Agreement.
Clause type: notices
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number provided for below prior to 6:30 p.m. (New York City time) on a Trading Day, (ii) the Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number provided for below later than 6:30 p.m. (New York City time) on any date and earlier than 11:59 p.m. (New York City time) on such date, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be delivered and addressed as set forth in the Purchase Agreement
Clause type: investments
 Each Borrower shall not, and shall not permit any of its Subsidiaries to, purchase, make, incur, assume or permit to exist any Investment, except:
Clause type: indemnification
The Lenders agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent's gross negligence or willful misconduct. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder.
Clause type: definitions
For purposes of this Attachment F, the term “Agreement” shall mean the form of the contract or grant, with all of its parts, into which this Attachment F is incorporated. The meaning of the term “Party” when used in this Attachment F shall mean any named party to this Agreement other than the State of Vermont, the Agency of Human Services (AHS) and any of the departments, boards, offices and business units named in this Agreement. As such, the term “Party” shall mean, when used in this Attachment F, the Contractor or Grantee with whom the State of Vermont is executing this Agreement. If Party, when permitted to do so under this Agreement, seeks by way of any subcontract, sub-grant or other form of provider agreement to employ any other person or entity to perform any of the obligations of Party under this Agreement, Party shall be obligated to ensure that all terms of this Attachment F are followed. As such, the term “Party” as used herein shall also be construed as applicable to, and describing the obligations of, any subcontractor, sub-recipient or sub-grantee of this Agreement. Any such use or construction of the term “Party” shall not, however, give any subcontractor, sub-recipient or sub-grantee any substantive right in this Agreement without an express written agreement to that effect by the State of Vermont.
Clause type: representations
and Warranties. (i) The aggregate effect of all inaccuracies in the representations and warranties of Boca and Sub set forth in this Agreement does not and will not have a material adverse effect on Boca and Sub taken as a whole and (ii) the representations and warranties of Boca and Sub shall be true and correct in all material respects as of the date of this Agreement and, except to the extent such representations and warranties speak as of an earlier date, as of the Effective Time as though made on and as of the Effective Time, except as otherwise contemplated by this Agreement, and CRP shall have received a certificate signed on behalf of Boca by the chief executive officer and the chief financial officer of Boca to such effect.
Clause type: interest
 (a) Interest shall accrue on the outstanding and unpaid payment amount of each Loan for the period from and including the date of such Loan to but excluding the date such Loan is due at the following rates per annum: (i) for the Revolving Credit Loan, at a variable rate per annum equal to the Prime Rate, (ii) for the Florida Term Loan, at a fixed rate per annum equal to __% and (iii) for the North Carolina Term Loan, at a variable rate per annum equal to the Prime Rate plus 1.50% with an option to allow the Borrower to convert the North Carolina Terms Loan interest rate to a fixed rate within 180 days of the date of this Agreement. If the principal amount of any Loan and any other amount payable by JLM Marketing hereunder or under the Notes shall not be paid when due (at stated maturity, by acceleration or otherwise), interest shall accrue on such amount to the fullest extent permitted by law from and including such due date to but excluding the date such amount is paid in full at the Default Rate.
Clause type: confidentiality
The Parties acknowledge and confirm that any oral or written information exchanged between them in connection with this Agreement is confidential information. The Parties shall protect and maintain the confidentiality of all such confidential data and information, and not disclose them to any third party without the other parties written consent, except for data and information which (a) is in the public domain, is subsequently released, or becomes generally available to the public, without disclosure by the receiving Party, (b) is required to be disclosed pursuant to relevant laws or regulations, and (c) is required to be disclosed to the legal or financial advisors of a Party who are also bound by confidentiality obligations similar to those under this Article. Any improper disclosure of confidential data or information by any legal or financial advisor of a Party shall be deemed as an improper disclosure by such Party, and such Party shall be liable for breach of this Agreement.
Clause type: dividends
 Prior to the Second Closing (as defined in the Investment Agreement)4, the Company shall not, and shall not permit any Subsidiary to, declare any dividends on any shares of any class of Capital Shares, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement or other acquisition of any shares of any class of Capital Shares, or any warrants or options to purchase such Capital Shares, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Company or any of its Subsidiaries; except that:
Clause type: capitalization
 The authorized capital stock of the Company consists of shares ---------- of Common Stock and shares of Series A Preferred Stock of which ----------- shares and shares, respectively, are issued and ----------- --------------- outstanding as of the date hereof and are fully paid and nonassessable. The amount, exercise, conversion or subscription price and expiration date for each outstanding option and other security or agreement to purchase shares of Common Stock is accurately set forth on Schedule III.A.1. ------------------ The Conversion Shares and the Warrant Shares have been duly and validly authorized and reserved for issuance by the Company, and, when issued by the Company upon conversion of the Debenture, will be duly and validly issued, fully paid and nonassessable and will not subject the holder thereof to personal liability by reason of being such holder. Except as disclosed on Schedule III.A.3., there are no preemptive, ------------------ subscription, "call," right of first refusal or other similar rights to acquire any capital stock of the Company or other voting securities of the Company that have been issued or granted to any person and no other obligations of the Company to issue, grant, extend or enter into any security, option, warrant, "call," right, commitment, agreement, arrangement or undertaking with respect to any of their respective capital stock. ORGANIZATION; REPORTING COMPANY STATUS. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state or jurisdiction in which it is incorporated and is duly qualified as a foreign corporation in all jurisdictions in which the failure so to qualify would reasonably be expected to have a material adverse effect on the business, properties, prospects, condition (financial or otherwise) or results of operations of the Company or on the consummation of any of the transactions contemplated by this Agreement (a "MATERIAL ADVERSE EFFECT"). The Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"). The Common Stock is traded on the OTC Bulletin Board service of the National Association of Securities Dealers, Inc. ("OTCBB") and the Company has not received any notice regarding, and to its knowledge there is no threat of, the termination or discontinuance of the eligibility of the Common Stock for such trading.
Clause type: representations
and Warranties. All representations and warranties of Buyer contained in Paragraph 13.2 of this Agreement shall be true and correct in all material respects as of the date made and as of the Close of Escrow with the same effect as if those representations and warranties were made at and as of the Close of Escrow.
Clause type: severability
Should any provision of this Agreement for any reason be declared invalid or unenforceable, such decision shall not affect the validity or enforceability of any of the other provisions of this Agreement, which remaining provisions shall remain in full force and effect and the application of such invalid or unenforceable provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall be valid and enforced to the fullest extent permitted by law.
Clause type: assignment
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, legal representatives and permitted assigns. Except as otherwise provided in this Agreement, no party may directly or indirectly assign any of its rights or delegate any of its obligations under this Agreement, without the prior written consent of the other parties; provided that, without the written consent of the other parties, (a) each Stockholder may assign any of its rights or obligations hereunder, in whole or in part, to any Person that will be a successor to or that will acquire Control of such Stockholder, whether by merger, consolidation or sale of all or substantially all of its assets, (b) the Company’s obligations will succeed to any Person that will be a successor to the Company, whether by merger, consolidation or sale of all or substantially all of its assets, and (c) each Stockholder may assign certain of its rights in accordance with Section 5.11. Any purported direct or indirect assignment in violation of this Section 7.2 shall be null and void ab initio.
Clause type: headings
Section headings in this Waiver are included herein for convenience of reference only and shall not constitute a part of this Waiver for any other purposes.
Clause type: ownership_of_shares
 The Company will issue the Shares in your name in the form of an entry into a share memo account with the Company’s stock transfer agent. The account will show that the Shares are subject to the Restrictions. Subject to the terms and conditions described herein, you shall be entitled to all the rights of beneficial ownership of the Shares while they are held in the share memo account, including the right to vote the Shares and to receive dividends if, as and when declared by the Company’s Board of Directors. Until the Restrictions have lapsed or the Shares are forfeited and cancelled, the Shares shall be held in the share memo account and you shall not be entitled to receive certificates representing the Shares. After the Restrictions have lapsed with respect to Shares, you (or, in the case of your death or Permanent Disability, your legal representatives, legatees, distributees or guardian) shall have the right to have such Shares certificated and transferred in accordance with the transfer agent’s procedures generally applicable to all stockholders. In order to facilitate the transfer back to the Company of any Shares that are forfeited and cancelled as described herein, you must sign and deliver the attached stock power for the Shares to the Company’s Stock Option Administration Department. Upon the forfeiture of Shares, such Shares will be transferred back to the Company pursuant to such stock power and cancelled.
Clause type: headings
The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. Very truly yours, GLP Capital L.P. By: Gaming and Leisure Properties, Inc., its general partner By: /s/ William J. Clifford Name: William J. Clifford Title: Chief Financial Officer GLP Financing II, Inc. By: /s/ William J. Clifford Name: William J. Clifford Title: Chief Financial Officer Gaming and Leisure Properties, Inc. By: /s/ William J. Clifford Name: William J. Clifford Title: Chief Financial Officer Accepted: As of the date first written above J.P. MORGAN SECURITIES LLC For itself and on behalf of the several Underwriters listed in Schedule 1 hereto. By: /s/ Jeffrey Genova MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED For itself and on behalf of the several Underwriters listed in Schedule 1 hereto. By: /s/ Anand Melvani J.P. Morgan Securities LLC. $ 64,041,000 $ 156,098,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated $ 64,041,000 $ 156,098,000 Wells Fargo Securities, LLC $ 45,509,000 $ 110,929,000 Fifth Third Securities, Inc. $ 45,178,000 $ 110,122,000 UBS Securities LLC $ 44,681,000 $ 108,910,000 Credit Agricole Securities (USA) Inc. $ 32,020,000 $ 78,050,000 Nomura Securities International, Inc. $ 32,020,000 $ 78,050,000 SunTrust Robinson Humphrey, Inc. $ 32,020,000 $ 78,050,000 Barclays Capital Inc. $ 21,946,000 $ 53,492,000 Oppenheimer & Co. Inc. $ 18,544,000 $ 45,201,000 • Pricing Term Sheet, dated April 11, 2016, substantially in the form of Annex B. This term sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement and the accompanying Prospectus (as supplemented through and including the date hereof, the “Preliminary Prospectus”). The information in this term sheet supplements the Preliminary Prospectus and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Preliminary Prospectus. Title of Security: 4.375% Senior Notes due 2021 Principal Amount: $400,000,000 Coupon (Interest Rate): 4.375% per annum Yield to Maturity: 4.375% Spread to Benchmark Treasury: +322 bps Benchmark Treasury: UST 1.25% due March 31, 2021 Scheduled Maturity Date: April 15, 2021 Public Offering Price: 100% plus accrued interest, if any, from April 28, 2016 Gross Proceeds: $400,000,000 N...
Clause type: investment-company-act
 Borrower is not an "investment company" or an "affiliated person" of or "promoter" or "principal underwriter" for an "investment company' as such terms are defined in the Investment Company Act nor is Borrower otherwise subject to regulation thereunder.
Clause type: base-salary
 The Executive shall receive an initial base salary of $450,000 per annum which shall increase five percent (5%) per annum beginning on the first anniversary of the Commencement Date and each anniversary date thereafter (the "Base Salary"). Such Base Salary shall be payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other taxes. The Base Salary and Executive’s other forms of compensation shall be reviewed, at least annually, and may, by action and in the discretion of the Board, be increased (but may not be decreased) at any time or from time to time. In no event shall the Base Salary be deemed a Draw.
Clause type: taxes
 The Servicer will file its tax returns and pay any and all Taxes imposed on it or its property as required under the Transaction Documents (except as contemplated by Section 4.03(m)).
Clause type: payment
 In consideration of the timely and satisfactory performance of the services indicated above, NLCS shall be compensated as indicated in the attached Appendix B. The payment of all fees and the reimbursement of all Out of Pocket Expenses shall be due and payable within thirty (30) days of receipt of an invoice from NLCS (the “Due Date”). Interest may accrue, at the maximum amount permitted by law, on any invoice balance that remains unpaid after its Due Date.
Clause type: loans
 The loan described in Section 2 hereof and any other existing or subsequent loan by Bank to the Borrower that is subject to this Agreement.
Clause type: interest
 (a) Each related Advance funded or maintained by the Series 2010-3 Noteholder during the related Series 2010-3 Interest Period shall bear interest at the Series 2010-3 Note Rate for such Series 2010-3 Interest Period.
Clause type: investments
 By placing orders through BDI, the Fund will invest its investable assets in the Portfolio and, in exchange therefor, the Portfolio will issue to the Fund Shares equal in value to the assets of the Fund conveyed to the Portfolio. The Fund may add to or reduce its investment in the Portfolio as described in the Portfolio's Form N-1A registration statement (the "Portfolio's N-1A"). Notwithstanding the foregoing, the Portfolio reserves the right to refuse purchase requests if such action is required by law or, in the sole discretion of the trustees of the Master Trust, is in the best interests of other shareholders of the Portfolio, provided that prior to taking such action the Portfolio has delivered notice to the Manager of the reason(s) for its belief that such action is required and has allowed the Manager ten days following receipt of such notice, unless prohibited by applicable law, to correct the problem(s) or concern(s) identified by the Portfolio. In connection with each investment, each party hereto shall deliver to each other party such documents as such other party reasonably may request.
Clause type: headings
The captions and headings of this Amendment are for convenience of reference only and shall not affect the interpretation of this Amendment, the Agreement or any provision hereof or thereof.
Clause type: capitalization
 Concurrent with the execution of this Agreement, the Member shall make a $1,000 capital contribution to the LLC, in cash.