bhaskrr/legal-clauses huggingface dataset:
Clause type: definitions
For purposes of the Series C Partnership Preferred Units, the following terms shall have the meanings indicated in this Section 2, and capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Agreement:
Clause type: entire
Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior agreements and understandings both written and oral, between the Company and the Executive with respect to the subject matter hereof and thereof.
Clause type: investment-company-act
 Mark IV shall not become an ---------------------- investment company subject to registration under the Investment Company Act of 1940, as amended.
Clause type: compensation
 For the Administrative Services provided, the Investment Company hereby agrees to pay and the Company hereby agrees to accept as full compensation for its services rendered hereunder an administrative fee at an annual rate per Fund, as specified below. The compensation and out of pocket expenses attributable to the Fund shall be accrued by the Fund and paid to the Company no less frequently than monthly, and shall be paid daily upon request of the Company. The Company will maintain detailed information about the compensation and out of pocket expenses by the Fund. Max. Admin. Average Daily Net Assets Fee of the Funds .150% on the first $250 million .125% on the next $250 million .100% on the next $250 million .075% on assets in excess of $750 million (Average Daily Net Asset break-points are on a complex-wide basis) However, in no event shall the administrative fee received during any year of the Agreement be less than, or be paid at a rate less than would aggregate $125,000 per Fund and $30,000 per Class. The minimum fee set forth above in this Article 9 may increase annually upon each March 1 anniversary of this Agreement over the minimum fee during the prior 12 months, as calculated under this agreement, in an amount equal to the increase in Pennsylvania Consumer Price Index (not to exceed 6% annually) as last reported by the U.S. Bureau of Labor Statistics for the twelve months immediately preceding such anniversary.
Clause type: capitalization
 Aside from those listed in the attached -------------- Schedule 5, the Borrower does not have outstanding any securities convertible into or exchangeable for its Capital Stock or outstanding any rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, its Capital Stock.
Clause type: capitalization
 The initial capitalization of the Partnership shall be dollars ($ ), made up of the initial cash amounts contributed by each partner such amounts and percentages set forth next to each Partner’s name on Schedule A. The capital of the Partnership shall be the aggregate amount of capital contributions made to it by the Partners. Contributions to the capital of the Partnership shall not bear interest. In the event that a Partner advances money to the Partnership in excess of the amounts provided for herein, such advancement shall be considered a loan to the Partnership and shall have payment terms agreed upon by the Partnership. No partner shall be obligated to make any additional capital contributions except as otherwise set forth herein.
Clause type: dividends
 No cash dividends shall be paid on the Restricted Stock Units.
Clause type: headings
The headings in this Guaranty are for convenience of reference only and are not part of the substance of this Guaranty.
Clause type: termination
This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Closing Date:
Clause type: investment-company-act
 None of the Company or any of its Subsidiaries is an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940.
Clause type: counterparts
This Agreement, including the Schedules and Exhibits hereto, and the other documents referred to herein, may be executed in counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement.
Clause type: now
THEREFORE for and in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Clause type: financing
 Finder's Fee". It is understood that in the event Consultant introduces Company, or its nominees, to a lender or equity purchaser, not already having a preexisting relationship with the Company, with whom Company, or its nominees, ultimately finances or causes the completion of such financing, Company agrees to compensate Consultant for such services with a "finder's fee" in the amount of 2.5% of total gross funding provided by such lender or equity purchaser, such fee to be payable in cash. This will be in addition to any fees payable by Company to any other intermediary, if any, which shall be per separate agreements negotiated between Company and such other intermediary. It is also understood that in the event Consultant introduces Company, or its nominees, to an acquisition candidate, either directly or indirectly through another intermediary, not already having a preexisting relationship with the Company, with whom Company, or its nominees, ultimately acquires or causes the completion of such acquisition, Company agrees to compensate Consultant for such services with a "finder's fee" in the amount of 2% of total gross consideration provided by such acquisition, such fee to be payable in cash. This will be in addition to any fees payable by Company to any other intermediary, if any, which shall be per separate agreements negotiated between Company and such other intermediary. It is specifically understood that Consultant is not nor does it hold itself out be a Broker/Dealer, but is rather merely a "Finder" in reference to the Company procuring financing sources and acquisition candidates.
Clause type: base-salary
 The Company will pay to the Executive an annual base salary of $950,000.00, payable in accordance with the customary payroll practices of the Company (“Base Salary”). The Base Salary shall be reviewed by the Board or, if so delegated by the Board, by the Compensation Committee of the Board (the “Compensation Committee”), and shall be reviewed on an annual basis during the Term for possible increase but not decrease (such modified Base Salary shall then be referred to for purposes of this Agreement as the “Base Salary”).
Clause type: confidentiality
Certain information exchanged by the Parties during the term of this Agreement shall constitute confidential information (“Confidential Information”) and shall be subject to this Article 22. If requested by a Party receiving information, the Party supplying the information shall provide in writing, the basis for asserting that the information referred to in this Article warrants confidential treatment, and the requesting Party may disclose such writing to the appropriate Governmental Authority. Each Party shall be responsible for the costs associated with affording confidential treatment to its information.
Clause type: investment-company-act
 Neither it nor the pool of Collateral is required to register as an “investment company” under the Investment Company Act.
Clause type: compensation
 For the services provided to the Fund, the Adviser will pay the Sub-Adviser an annual fee equal to the amount specified in Schedule A hereto payable monthly in arrears on the last business day of each month. The fee will be appropriately prorated to reflect any portion of a calendar month that this Agreement is not in effect. The Adviser is solely responsible for the payment of fees to the Sub-Adviser, and the Sub-Adviser agrees to seek payment of its fees solely from the Adviser. The Company shall have no liability for Sub-Adviser’s fee hereunder. Any compensation payable under this paragraph shall exclude any assets invested under the Fund’s High Social Impact Investments and/or Special Equities programs.
Clause type: interest
 Collect interest on all delinquent amounts at the rate of twelve percent (12%) per annum from the date such amount was due; and
Clause type: headings
The headings to the articles and sections of this Agreement are inserted for convenience only and will not affect the construction hereof.
Clause type: insurance
BMS shall maintain a program of self-insurance sufficient to fulfill its obligations under this Agreement and Ambrx shall procure and maintain insurance, including product liability insurance, with respect to its Research Program activities and which are consistent with normal business practices of prudent companies similarly situated to such Party at all times during which any Product is being clinically tested in human subjects or commercially distributed or sold. It is understood that such insurance shall not be construed to create a limit of either Party’s liability with respect to its indemnification obligations under this Article 15. Ambrx shall provide BMS with written evidence of such insurance upon request. Ambrx shall provide BMS with written notice at least thirty (30) days prior to the cancellation, non-renewal or material change in such insurance.
Clause type: termination
This Indenture and any Trust created hereby shall terminate upon the maturity, redemption, sale or other disposition as the case may be of the last Bond held in such Trust unless sooner terminated as hereinbefore specified and may be terminated at any time by the written consent of Unitholders representing 75% of the then outstanding Units of such Trust; provided, that in no event shall a Trust continue beyond the end of the calendar year preceding the fiftieth anniversary of the execution of the related Trust Agreement except for an IM-IT Limited Maturity Trust, IM-IT Intermediate Trust, IM-IT Short Intermediate Trust, Quality Intermediate Trust, Investment Grade Municipal Trust, Intermediate Series or Quality Municipals Income Trust, Limited Maturity Series which in no event shall continue beyond the end of the calendar year preceding the twentieth anniversary of the execution of the related Trust Agreement (the respective "Mandatory Termination Date"); and provided further that in connection with any such liquidation it shall not be necessary for the Trustee to dispose of any Bond of such Trusts if retention of such Bond, until due, shall be deemed to be in the best interests of Unitholders, including, but not limited to, situations in which a Bond insured by the Portfolio Insurance, if any, is in default, situations in which a Bond insured by Portfolio Insurance reflects a deteriorated market price resulting from a fear of default and situations in which a Bond matures after the Mandatory Termination Date."
Clause type: severability
Whenever possible, each provision of this Warrant shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be invalid or unenforceable in any jurisdiction, such provision shall be modified to achieve the objective of the parties to the fullest extent permitted and such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Warrant or the validity or enforceability of this Warrant in any other jurisdiction.
Clause type: notices
All notices, demands, designations, certificates, requests, offers, consents, approvals and other instruments given pursuant to this Contract shall be in writing and shall be validly given when mailed by registered or certified mail, or hand delivered, (i) if to the State, addressed to the designated contract manager at the address specified in Appendix G, Contractor and OGS Information and (ii) if to Contractor, addressed to the Account Manager at the address identified in Appendix G, Contractor and OGS Information. The Parties may from time to time, specify any address in the United States as its address for purpose of notices under this Contract by giving fifteen (15) days written notice to the other party. The Parties agree to mutually designate individuals as their respective representatives for purposes of this Contract. All notices sent shall be effective upon actual receipt by the receiving party. The Contractor will be required to forward a copy of the official notice to an Authorized User that is associated with the subject of the notice. Written notice of any alleged breach by one party to the other shall provide specific facts, circumstances and grounds upon which the breach is being declared.
Clause type: confidentiality
(a) The Parties will maintain in confidence, and will cause their respective directors, officers, employees, agents, and advisors to maintain in confidence, any written, oral, or other information obtained in confidence from another Person in connection with this Agreement or the transactions contemplated by this Agreement, unless (a) such information is already known to such Party or to others not bound by a duty of confidentiality or such information becomes publicly available through no fault of such Party, (b) the use of such information is necessary or appropriate in making any required filing with the SEC, or obtaining any consent or approval required for the consummation of the transactions contemplated by this Agreement, or (c) the furnishing or use of such information is required by or necessary or appropriate in connection with legal proceedings.
Clause type: taxes
 Custodian shall pay or cause to be paid from the Account all taxes and levies in the nature of taxes imposed on the Account or the Securities thereof by any country. Custodian will use its best efforts to give the Investment Manager advance written notice of the imposition of such taxes. However, Custodian shall use reasonable efforts to obtain refunds of taxes withheld on Securities or the income thereof that are available under applicable tax laws, treaties, and regulations.
Clause type: payment
 All paid overtime shall be paid in the first pay period following the time worked.
Clause type: termination
This Underwriting Agreement may be terminated by the Managing Representative by notifying the Fund at any time:
Clause type: compensation
 For the services provided, the Manager will pay the Portfolio Manager a fee, payable as described in Schedule B.
Clause type: miscellaneous
Section 12.01 Trust Indenture Act Controls 67 Section 12.02 Notices 67 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 68 Section 12.04 Certificate and Opinion as to Conditions Precedent 68 Section 12.05 Statements Required in Certificate or Opinion 68 Section 12.06 Rules by Trustee and Agents 69 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 69 Section 12.08 Governing Law 69 Section 12.09 Consent to Jurisdiction 69 Section 12.10 No Adverse Interpretation of Other Agreements 70 Section 12.11 Successors 70 Section 12.12 Severability 70 Section 12.13 Counterpart Originals 70 Section 12.14 Acts of Holders 70 Section 12.15 Benefit of Indenture 71 Section 12.16 Table of Contents, Headings, Etc. 71 Exhibit A1 FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF NOTATION OF GUARANTEE Exhibit E FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS INDENTURE dated as of April 18, 2011 among Stewart Enterprises, Inc., a Louisiana corporation (the “Company”), the Guarantors and U.S. Bank National Association, a national banking association, as trustee. The Company (as defined below), the Guarantors and the Trustee (as defined below) agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 6.50% Senior Notes due 2019:
Clause type: entire
Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and undertakings (other than the Confidentiality Agreement), both written and oral, among the parties, or any of them, with respect to the subject matter hereof and, except as otherwise expressly provided herein, are not intended to confer upon any other person any rights or remedies hereunder.
Clause type: governing
Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.
Clause type: taxes
 The Servicer has (i) timely filed all tax returns (federal, state and local) required to be filed by it and (ii) paid, or caused to be paid, all taxes, assessments and other governmental charges, if any, other than taxes, assessments and other governmental charges being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP, except in each case to the extent that the failure to file or pay could not reasonably be expected to have a Material Adverse Effect.
Clause type: investments
 Each of Parent and Borrower shall not, and shall not permit any other member of the Consolidated Group to, make any Investments, except:
Clause type: representations
and Warranties. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists:
Clause type: capitalization
 The Preferred Shares capitalization of the Fund as of the date of this Agreement after giving effect to the transactions contemplated by this Agreement is set forth in Exhibit F hereto.
Clause type: investment-company-act
 The Issuer is not, and will not, after giving effect to the issuance and sale of the Notes, be, required to be registered as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In making this determination, the Issuer is relying on the exemption in Rule 3a-7 of the Investment Company Act, although other exclusions or exemptions may also be available to the Issuer.
Clause type: investment_company
 The Company is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and will not, as a result of the transactions contemplated hereby, become an "investment company."
Clause type: capitalization
 The authorized capitalization of UFOG consists of 300,000,000 shares of common stock, $0.0001 par value, of which 44,694,634 shares were issued and outstanding as of September 10, 2007. There are 10,000,000 authorized shares of preferred stock, $.0001 par value, and 4,000,000 shares of convertible preferred stock are issued and outstanding. There are, and at the Closing, there will be no outstanding subscriptions, options, warrants, convertible securities, calls, rights, commitments or agreements calling for or requiring issuance or transfer, sale or other disposition of any shares of capital stock of the Company or calling for or requiring the issuance of any securities or rights convertible into or exchangeable (including on a contingent basis) for shares of capital stock. All of the outstanding shares of UFOG are duly authorized, validly issued, fully paid and non-assessable and not issued in violation of the preemptive or other right of any person. There are no dividends due, to be paid or in arrears with respect to any of the capital stock of Company.
Clause type: headings
The headings of articles and sections and the table of contents contained in this Agreement are provided for convenience only. They form no part of this Agreement and shall not affect its construction or interpretation. Unless otherwise indicated, all references to articles and sections in this Agreement refer to the corresponding articles and sections of this Agreement.
Clause type: investments
 None of the Borrowers shall, nor shall they permit any of their respective Subsidiaries to make or maintain, directly or indirectly, any Investment, except for the following:
Clause type: compensation
 The Collateral Administrator will perform its duties and provide the services called for hereunder in exchange for compensation and expense reimbursement set forth in the Fee Letter. The payment obligations to the Collateral Administrator pursuant to this Section 3 accrued prior to the termination of this Agreement and the resignation or removal of the Collateral Administrator shall survive the termination of this Agreement and the resignation or removal of the Collateral Administrator. For the avoidance of doubt, all amounts payable under this Section 3 shall be payable only as Borrower Administrative Expenses in accordance with the order specified in the Priority of Payments as set forth in Section 2.07 of the Loan Agreement.
Clause type: ownership_of_shares
 On the date hereof, the number of Owned Shares set forth on Attachment A hereto are owned beneficially or of record by such Stockholder and include all of the Voting Shares owned of record or beneficially by such Stockholder. All Owned Shares are held free and clear of any Liens and will be (except as otherwise permitted by this Agreement) held free and clear of any Liens as of the date of the Stockholders Meeting. As of the date hereof, the Stockholder has, and as of the date of the Stockholders Meeting, the Stockholder will have (except as otherwise permitted by this Agreement), sole voting power, and sole dispositive power with respect to all of the Owned Shares.
Clause type: compensation
 The salaries or other compensation of all officers and agents of the Trust shall be fixed by the Board of Trustees, except that the Board of Trustees may delegate to any person or group of persons the power to fix the salary or other compensation of any subordinate officers or agents appointed pursuant to Section 3 of this Article V.
Clause type: loans
 Revolving Credit Loans, Swing Line Loans and the Term Loan made or to be made by the Lenders to the Borrowers hereunder.
Clause type: taxes
 Each of the Borrower and its Subsidiaries (i) has timely filed or caused to be filed all Tax returns and reports required to have been filed (taking into account any extension of time in which to file) and (ii) has paid or caused to be paid all Taxes required to have been paid by it, except in the case of each of clauses (i) and (ii) of this Section 3.09, (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books reserves to the extent required under GAAP or (b) to the extent that the failure to do so has not resulted, and would not reasonably be expected to result, in a Material Adverse Effect.
Clause type: headings
The headings used in this Agreement are for convenience only and shall not be deemed to curtail or affect the meaning or construction of any provision under this Agreement.
Clause type: interest
 If any monthly installment of Rent or Operating Expenses, or any other amount payable by Tenant hereunder is not received by Landlord by the date when due, it shall bear interest at the Interest Rate set forth in Section 1.14 of the Summary from the date due until paid. All interest, and any late charges imposed pursuant to Section 23.7 below, shall be considered additional rent due from Tenant to Landlord under the terms of this Lease.