bhaskrr/legal-clauses huggingface dataset:
Clause type: indemnification
The Lenders agree to indemnify each Agent in its capacity as such and (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to the respective amounts of their Commitment Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including, without limitation, at any time following the payment of the Revolving Credit Notes) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of this Agreement or 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 resulting from such Agent's gross negligence or willful misconduct. The agreements in this Section 11.7 shall survive the payment of the Revolving Credit Notes and all other amounts payable hereunder and the termination of this Agreement.
Clause type: counterparts
This Agreement may be executed manually or by facsimile in any number of counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument.
Clause type: insurance
Subadviser shall maintain for the duration hereof, with an insurer acceptable to Manager, a blanket bond and professional liability (errors and omissions) insurance in amounts reasonably acceptable to Manager. Subadviser agrees that such insurance shall be considered primary and Subadviser shall assure that such policies pay claims prior to similar policies that may be maintained by Manager. In the event Subadviser fails to have in force such insurance, that failure will not exclude Subadviser’s responsibility to pay for any damages in breach hereof.
Clause type: board
 The Board of Directors of Merger Sub shall be the Board of Directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
Clause type: interest
 (a) The Loans comprising each ABR Borrowing (including each Swingline Loan that is an ABR Borrowing) shall bear interest at the Alternate Base Rate plus the Applicable Rate.
Clause type: ownership_of_shares
 Seller represents and warrants to Purchaser that (i) all of the Transferred Shares are owned by Seller of record and beneficially, free and clear of all encumbrances and (ii) upon transfer of the Transferred Shares to Purchaser at closing, Purchaser will acquire title to the Transferred Shares free and clear of all encumbrances.
Clause type: taxes
 The Borrower and each of its Subsidiaries have filed or caused to be filed all federal, provincial, state and local tax returns which are required to be filed, and have paid or have caused to be paid all taxes as shown on said returns or on any assessment received by them in writing, to the extent that such taxes have become due, except (a) as permitted by Section 5.4 or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.
Clause type: board
 SECTION 1. Number and Term of Office. The business and affairs of the ---------------------------- Corporation shall be managed by or under the direction of a Board of Directors, none of whom need to be stockholders of the Corporation. The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution passed by a majority of the Board of Directors. The Directors shall be classified with respect to the time for which they shall severally hold office into two (2) classes as nearly equal in number as possible. Except as hereinafter otherwise provided for the filling of vacancies, the Class I Directors shall hold office for an initial term expiring at the 2004 annual meeting of stockholders and the Class II Directors shall hold office for an initial term expiring at the 2005 annual meeting of stockholders, with the members of each class of Directors to hold office until their respective successors have been duly elected and qualified or until their earlier resignation, removal, retirement or death. Thereafter at each annual meeting of stockholders, the successors to the class of Directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the second year following the year of their election and until their respective successors have been duly elected and qualified or until their earlier resignation, removal, retirement or death.
Clause type: compensation
 Company agrees to compensate Executive, and Executive agrees to accept as compensation in full, for Executive's assumption and performance of duties and responsibilities pursuant to this Agreement:
Clause type: ownership_of_shares
 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. Acquiring Fund Shares will be issued in the manner described in the Acquiring Fund’s then-current Prospectus and Statement of Additional Information.
Clause type: notices
Any notice which must or may be given under this Agreement or by law shall, except as otherwise provided, be in writing and shall be deemed to have been given (i) when physically received by personal delivery (which shall include the confirmed receipt of a telecopied facsimile transmission), or (ii) three business days after being deposited in the United States certified or registered mail, return receipt requested, postage prepaid, or (iii) one business day after being deposited with a nationally known commercial courier service providing next day delivery service (such as Federal Express). All notices shall be addressed and delivered to the addresses set forth on the signature page of this Agreement, or to such other addresses which may be provided by any party hereto to the other in writing.
Clause type: ownership_of_shares
 The Stockholder owns, of record and beneficially, the number of Shares set forth on EXHIBIT A hereto and such number represents all the Shares beneficially owned by the Stockholder. The Stockholder has sole voting power and sole power of disposition, in each case with respect to all of the Shares set forth on EXHIBIT A hereto, with no limitations, qualifications or restrictions on such rights, subject only to applicable securities laws and the terms of this Agreement. Except as set forth on EXHIBIT A, the Stockholder does not own, of record or beneficially, any options, warrants, rights, subscriptions, agreements, proxies, obligations, convertible or exchangeable securities, or other commitments or claims of any character, contingent or otherwise, relating to shares of capital stock of the Company or any of its Subsidiaries.
Clause type: now
THEREFORE in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
Clause type: ownership_of_shares
 On the date hereof, the Owned ------------------- Shares are owned beneficially by Seller and, on the date hereof, except as described in Seller's Schedule 13D filings, the Owned Shares constitute all of the Shares owned of record or beneficially by Seller. Except as described in Seller's Schedule 13D filings, Seller has sole voting power and sole power of disposition with respect to all of the Owned Shares, with no restrictions on Seller's rights of disposition pertaining thereto, subject to applicable federal and state securities laws (including Rules 144 and 145) and any liens in the ordinary course of business that will not interfere the Seller's obligations hereunder.
Clause type: taxes
 (a) Each of TCM and its subsidiaries, and any consolidated, combined, unitary or aggregate group for Tax purposes of which TCM or any of its subsidiaries is a member, have timely filed all United States federal income Tax Returns and all other Tax Returns required to be filed by them or any of them (taking into account applicable extensions), and have timely paid and discharged all material Taxes required to be paid (whether or not shown on such Tax Returns), other than Taxes the payment of which is being contested in good faith by appropriate proceedings. The most recent TCM Financial Statements reflect, with respect to any liability for Taxes of TCM and its subsidiaries for any years ended on or before the date of such TCM Financial Statements and either not finally determined or with respect to which the applicable statute of limitations has not expired, an adequate reserve to satisfy any assessment for such Taxes for such years. All federal income Tax Returns and all other Tax Returns filed by or with respect to each of TCM and its subsidiaries with respect to Taxes are true and correct in all material respects. Copies of all federal, state and foreign income Tax Returns of or with respect to TCM and its subsidiaries for the three years preceding the Closing Date that are true, complete and correct in all material respects have been previously provided or made available to the Company. Neither the IRS nor any other taxing authority or agency is now asserting or, to TCM's knowledge, threatening to assert against TCM or any of its subsidiaries any deficiency or claim for material additional Taxes which have not been paid. There are no requests for information from the IRS or any other taxing authority or agency currently outstanding with respect to Taxes of or with respect to TCM or any of its subsidiaries. There are no pending audits of TCM or any of its subsidiaries by any taxing authority nor, to TCM's knowledge, are any proceedings (whether administrative or judicial) currently being conducted with respect to any issues relating to Taxes. No Tax claim has become a lien on any assets of TCM or any of its subsidiaries. Neither TCM nor any of its subsidiaries is required to include in income (i) any material items in respect of any change in accounting methods or (ii) any gain with respect to installment sales.
Clause type: grant
 Grantor agrees to voluntarily, unconditionally, irrevocably and exclusively grant Party A the option under the PRC laws and the terms and conditions provide in this Agreement, the Party A or any third party designated by Party A is entitled to purchase all or part of the share at the lower of the lowest price permitted by the PRC laws at the time of exercise of Option and the audited net asset value of Xuhua Trading.
Clause type: assignment
No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties.
Clause type: definitions
The following words shall have the following meanings when used in this Agreement. Terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. All references to dollar amounts shall mean amounts in lawful money of the United States of America.
Clause type: payment
 US Borrower shall: (i) default in the payment when due of any principal of any of the US Loans or (ii) default, and such default shall continue for three or more Business Days, in the payment when due of any interest on the US Loans or of any fees that constitute US Obligations owing hereunder, or (iii) default, and such default shall continue for five (5) or more Business Days, in the payment of any other amounts owing hereunder, under any of the other Loan Documents to which it is a party or in connection herewith or therewith, in each case that constitute US Obligations.
Clause type: base-salary
 Your current annual base salary as of the Effective Date is $330,000 per year, less applicable withholding, which will be paid in accordance with the Company’s normal payroll procedures.
Clause type: termination
11.1 This Agreement may be terminated by the mutual agreement of the Acquiring Trust and the Trust. In addition, either the Acquiring Trust or the Trust may at its option terminate this Agreement at or prior to the Closing Date because:
Clause type: entire
Agreement. This Agreement, including all attachments, constitutes the entire Agreement between the Parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements, representations, statements, negotiations, understandings, proposals and undertakings, with respect to the subject matter hereof.
Clause type: board
 (a) The Board of Directors shall, subject to the other provisions hereof, consist of seven (7) directors; PROVIDED, HOWEVER, that the number of directors constituting the Board of Directors shall be reduced in the circumstances set forth in this Section 3.1. Each of the Stockholders hereby agrees that it will vote all of the shares of its Common Stock and Preferred Stock (to the extent entitled to vote) owned or held of record by it (whether now owned or hereafter acquired), in person or by proxy, to cause the election of directors and thereafter the continuation in office of such directors as follows:
Clause type: insurance
Unless otherwise stipulated in Section B of the Bid/Proposal Specifications, Contractor must have the following insurance and coverage minimums:
Clause type: definitions
(a) The definitions stated herein apply equally to both the singular and the plural forms of the terms defined.
Clause type: entire
Agreement. This Agreement (together with the Disclosure Schedule and exhibits to this Agreement) and the Confidentiality Agreement constitute the entire agreement among the Parties and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the Parties or any of their respective Affiliates relating to the transactions contemplated hereby.
Clause type: taxes
 Fees and other charges described in this Agreement do not include sales, VAT, withholding, use, property, excise, service, or similar taxes (“Tax(es)”) now or hereafter levied, all of which shall be for Licensee’s account. Any applicable direct pay permits or valid tax-exempt certificates must be provided to SAP prior to the execution of this Agreement. If SAP is required to pay Taxes, Licensee shall reimburse SAP for such amounts. Licensee hereby agrees to indemnify SAP for any Taxes and related costs, interest and penalties paid or payable by SAP.
Clause type: base-salary
 Employer shall pay Executive an annual salary of $230,000 (the “Base Salary”) in accordance with Employer’s regular payroll practices. This Base Salary is subject to periodic review and adjustment, provided, however, that the Base Salary will not be decreased other than an across-the-board reduction on a percentage basis for all Named Executive Officers.
Clause type: representations
and Warranties. In order to induce the Administrative Agent and each Lender to enter into this Agreement and to make Loans and, in the case of the Issuing Banks, to issue Letters of Credit, the Borrower represents and warrants to the Administrative Agent, each Issuing Bank and each Lender as follows:
Clause type: vesting
 SCHEDULE shall mean the vesting schedule specified in the Grant Notice, pursuant to which the Option Shares will vest in one or more installments over the Optionee's period of Board service, subject to acceleration in accordance with the provisions of the Agreement.
Clause type: investment-company-act
 The Transferor is not an “investment company” within the meaning of the Investment Company Act of 1940.
Clause type: capitalization
 (a) The authorized capital of FMC consists of 10,000 ordinary shares, the authorized capital of TMHL consists of 210,000,000 common shares and 66,000,000 preferred shares, and the authorized capital of IAL consists of 5,000,000 common shares. As of the date hereof, (i) 10,000 FMC Shares, (ii) 111,100,000 common shares of TMHL, 41,641,679 Series A preferred shares of TMHL and 21,820,243 Series B preferred shares of TMHL and (iii) 1,000,000 IAL Shares are issued and outstanding, all of which are validly issued, fully paid and nonassessable. None of the issued and outstanding FMC Shares, TMHL Shares or IAL Shares were issued in violation of any preemptive rights. There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Shares or obligating the Seller or any Company to issue or sell any Shares, or any other interest in, any Company. There are no outstanding contractual obligations of the Seller, the Companies, the Subsidiaries or the Group Companies to repurchase, redeem or otherwise acquire any Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Shares constitute all of the issued and outstanding share capital of the Companies and are owned of record and beneficially by the Seller free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement and registration of the Shares in the name of the Purchaser in the share records of the Companies, the Purchaser will have good title to the Shares, and will own all the issued and outstanding share capital of the Companies free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement, the Shares will be fully paid and nonassessable. There are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Shares.
Clause type: investments
 The Issuer will not make, incur, or suffer to exist any loan, advance, extension of credit or other investment in any Person other than in accordance with the Transaction Documents and, in addition, without limiting the generality of the foregoing, the Issuer will not cause the Indenture Trustee to make any Permitted Investments on the Issuer’s behalf that would have the effect of causing the Issuer to be an “investment company” within the meaning of the Investment Company Act.
Clause type: payment
 Contemporaneously with the electronic execution and delivery of this Agreement through the Masterworks Platform, you will pay the Purchase Price for the Shares in the form of ACH debit transfer, wire transfer, credit card (any credit card subscriptions shall not exceed the lesser of $15,000 or the amount permitted by applicable law, per Subscriber) or an alternative payment method as specified by you on the Masterworks Platform, if applicable, into a segregated non-interest-bearing account held by the Company until the applicable closing date of the Offering. Investors contemplating using their credit card to invest are urged to carefully review “Risk Factors – Risks of investing using a credit card” in the Offering Circular. Credit card investment will result in incurrence of third-party fees and charges, interest obligations which will lower your expected investment returns and could exceed your actual returns. In addition, if you cannot meet your minimum payment obligation, you may damage your credit profile which would make it more difficult and more expensive to borrow in the future. Your subscription is irrevocable. We will maintain all such funds for Subscriber’s benefit until the earliest to occur of: (i) the applicable closing date, (ii) the rejection of such subscription or (iii) the termination of the Offering by us in our sole discretion.
Clause type: insurance
The Company shall not materially reduce the insurance coverages described in Section 4.19.
Clause type: entire
Agreement. Except as provided herein, this Agreement contains the entire agreement between the Company and Executive with respect to the subject matter hereof and, from and after the Effective Date, this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof, including without limitation, the Prior Agreement.
Clause type: grant
 Pursuant and subject to the Plan, the Company does hereby grant ----- to the Optionee a stock option (the "Option") to purchase from the Company the number of shares of Stock set forth in Section 3 on the first page hereof upon the terms and conditions set forth in the Plan and upon the additional terms and conditions contained herein. This Option is a [INCENTIVE] [NONQUALIFIED] stock option and [IS] [IS NOT] intended to qualify for special federal income tax treatment as an "incentive stock option" pursuant to Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
Clause type: headings
Headings used in this Amendment are for convenience of reference only and shall not affect the construction of this Amendment.
Clause type: now
THEREFORE the Trustees hereby declare that they will hold all cash, securities, and other assets which they may from time to time acquire in any manner as Trustees hereunder IN TRUST to manage and dispose of the same upon the following terms and conditions for the benefit of the holders from time to time of shares of beneficial interest in this Trust as hereinafter set forth.
Clause type: representations
and Warranties. The Borrower represents and warrants to the Banks and the Agent as follows:
Clause type: dividends
 After the Closing Date, declare any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of stock of the Company whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash, securities or property or in obligations of the Company or in any combination thereof, except (a) dividends paid by a Guarantor to the Company, and (b) so long as no Default or Event of Default has occurred or is continuing or would result from the payment thereof, dividends or similar payments in respect of any shares of the Company’s capital stock, such that both before and after giving effect thereto, the Company’s Consolidated Net Worth would exceed the sum of (i) the Consolidated Net Worth of the Company as of December 31, 2005, minus (ii) $50,000,000, plus (iii) 25% of aggregate cumulative Consolidated Net Income (Net Loss) for the period commencing on January 1, 2006 through the date of such payment. Notwithstanding the foregoing, the Company shall not be deemed to be in default of its obligations under this Section 7.15 if, as a result of suffering a net loss in any fiscal period, dividends paid prior to the incurring of such loss would then (as a result of such loss) exceed the amount permitted to be paid hereunder. Notwithstanding anything to the contrary, so long as no Default or Event of Default has occurred and is then continuing or would occur by reason of non-compliance with Section 7.13 hereof as a result thereof, the Company may repurchase, from time to time, those shares of stock of the Company sold by the Company to YHS and YHSM, including all shares of stock of the Company sold in connection with the exercise by YHS and YHSM of the option for additional shares of stock of the Company, all as set forth in the Securities Purchase Agreement and the Investor’s Agreement (collectively, the “Company Shares”). For purposes of calculating compliance with the first sentence of this Section 7.15, such repurchase of Company Shares shall be disregarded.
Clause type: investment-company-act
 Neither Parent nor any Parent Subsidiary is an "investment company" as defined in the Investment Company Act of 1940, as amended.