bhaskrr/legal-clauses huggingface dataset:
Clause type: insurance
Tenant shall procure at its expense and maintain throughout the Lease Term a policy or policies of commercial property insurance, issued on an "all risks" basis insuring the full replacement cost with a reasonable deductible amount of its furniture, equipment, supplies and other property owned, leased, held or possessed by it and contained in the Demised Premises, together with the excess value of the improvements to the Demised Premises over the "building standard allowances" as defined in subparagraph 9(a)(10) (with a replacement cost endorsement sufficient to prevent Tenant from becoming a co-insurer), and workmen's compensation insurance as required by applicable law. Tenant shall also procure at its expense and maintain throughout the Lease Term a policy or policies of commercial general liability insurance, written on an occurrence basis and insuring Tenant, and naming as an additional insured, Landlord and any mortgagee identified by written notice to Tenant, against any and all liability for injury to or death of a person or persons and for damage to property occasioned by or arising out of any construction work being done on the Demised Premises by Tenant or its agent or contractors, or arising out of the use or occupancy of the Demised Premises, or in any way occasioned by or arising out of the activities of Tenant, its agents, contractors, employees, guests or licensees in the Demised Premises, or other portions of the Building or the Project, the limits of such policy or policies to be in combined single limits for both damage to property and personal injury and in amounts not less than Three Million Dollars ($3,000,000.00) for each occurrence. Such insurance shall, in addition, extend to any liability of Tenant arising out of the indemnities provided for in this Lease. Landlord shall keep and maintain in effect fire insurance with extended coverage in an amount equal to at least eighty percent (80%) of the insurable amount of the Building. Such insurance company (an "Eligible Company") shall be solvent, authorized to do business in Atlanta, Georgia, and be acceptable to prudent landlords of first class office buildings in the Atlanta, Georgia, area similar to the Building. Landlord shall keep and maintain comprehensive general liability insurance, including contractual liability coverage issued by an Eligible Company. The insurance policies evidencing the coverages described above shall contain such terms and conditions as similar policies obt...
Clause type: payment
 Payment of the purchase price for, and delivery of certificates for, the Securities shall be made at the offices of Vinson & Elkins L.L.P., 1001 Fannin Street, Suite 2300, Houston, Texas 77002, or at such other place as shall be agreed upon by the Underwriter and the Company, at 9:00 A.M. (Houston, Texas time) on the third business day after the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter and the Company (such time and date of payment and delivery being herein called "Closing Time"). The Shares and Warrants shall each initially be evidenced by global form certificates registered in the name of Cede & Co. as nominee of DTC. Such global certificates shall be deposited at the Closing Time, by or on behalf of the Company, with DTC or its designated custodian, against payment by or on behalf of the Underwriter of the purchase price therefor, by wire transfer (same day funds) to such account or accounts as the Company shall specify at least 48 hours prior to the Closing Time.
Clause type: ownership_of_shares
 At any time after the first Utilisation, the Shareholder is not the ultimate owner of all shares and voting rights in the Borrowers, unencumbered except for the Security Interest in favour of the Finance Parties;
Clause type: insurance
Maintain insurance, at all times throughout the term of --------- this Agreement, on its property with responsible insurance carriers having a rating by A.M. Bests of A or better acceptable to the Bank licensed to do business in the State of New York and in each jurisdiction in which the Company conducts business against such risks, loss, damage and liability (including liability to third parties) and in such amounts as is customarily maintained by similar businesses, including, without limitation, public liability and workers' compensation insurance, each such policy which shall name the Bank as additional insured and loss payee as its interests may appear and which shall require thirty (30) days prior notice to the Bank of cancellation or termination thereof and will file with the Bank within ten (10) days after request therefor a detailed list of such insurance then in effect, stating the names of the carriers thereof, the policy numbers, the insureds thereunder, the amounts of insurance, dates of expiration thereof and the property and risks covered thereby, together with a certificate of a duly authorized officer of the Company certifying that in the opinion of the management of the Company such insurance is adequate in nature and amount, complies with the obligations of the Company under this Section, and is in full force and effect.
Clause type: ownership_of_shares
 Except as disclosed in the Schedule TO, none of Parent, Holding or Merger Sub beneficially own (within the meaning of Section 13 of the Exchange Act and the rules and regulations promulgated thereunder), or will prior to the Acceptance Time beneficially own, any Shares, or is a party, or will prior to the Acceptance Time become a party, to any Contract, arrangement or understanding (other than this Agreement) for the purpose of acquiring, holding, voting or disposing of any Shares.
Clause type: governing
Law. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New York, or any of the applicable provisions of the Investment Company Act. To the extent that the laws of the State of New York, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.
Clause type: entire
Agreement. This Agreement and the Exhibits and Schedules hereto, including the Company Disclosure Schedule, constitute the entire Agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect and shall survive any termination of this Agreement or the Closing in accordance with its terms.
Clause type: investments
 (i) Use any Loan proceeds to purchase or carry any "margin stock" (as defined in Regulation U of the Board of Governors of the Federal Reserve System) or (ii) make any Investment in or otherwise purchase any stock, Indebtedness or securities of any Person except (x) readily marketable direct obligations of, or obligations guaranteed by, the United States of America or any agency thereof, or (y) time deposits with or certificates of deposit issued by Bank.
Clause type: definitions
For purposes of this Amendment, capitalized terms shall have the meanings ascribed to them in the Lease unless otherwise defined herein.
Clause type: counterparts
This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Signature delivered via facsimile or email shall be considered original signatures for purposes hereof.
Clause type: ownership_of_shares
 Seller is the sole holder of record and owns beneficially and legally all of the issued and outstanding Shares, and will deliver to Buyer at the Closing all such Shares, free and clear of any Liens and with no restriction on the voting rights and other incidents of record and beneficial ownership pertaining thereto. Neither Seller nor the Company is the subject of any bankruptcy, reorganization or similar Proceeding. Except for this Agreement, there are no outstanding Contracts between Seller and any other Person with respect to the acquisition, disposition, transfer, registration or voting of or any other matters in any way pertaining or relating to, or any other restrictions on any of the Shares, and Seller has no right to receive or acquire any Shares of the Company.
Clause type: interest
 The Company agrees to pay interest on the unpaid balance of the loan(s) in accordance with one or more of the following interest rate options, as selected by the Company:
Clause type: base-salary
 The Company shall pay the Executive in a lump sum an amount equal to the remaining term of this Agreement times the current annual base salary as provided in Section 4(a) in effect at the date of termination;
Clause type: taxes
 The Borrower shall, and shall cause each Subsidiary to, pay when due all taxes, assessments and governmental charges and levies upon it or its income, profits or property, except those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been established and except where the failure to do so would not have a Material Adverse Effect.
Clause type: investments
 The term investment shall comprise the Funds invested by the Government or natural and/or juridical persons of one Contracting State in the territories of the other Contracting State with the approved and in accordance with the Laws of that State. It shall include any kind of assed connected with this investment and more particularly, thought not exclusively:
Clause type: taxes
 All Tax returns of each Company required to be filed have been filed (or extensions have been granted) before delinquency, except for returns for which the failure to file is not a Material Adverse Event, and all Taxes imposed upon each Company that are due and payable have been paid before delinquency, other than Taxes for which the criteria for Permitted Liens have been satisfied or for which nonpayment is not a Material Adverse Event.
Clause type: investments
 Purchase any stock or debt obligations for cash (except obligations of the U.S. government).
Clause type: miscellaneous
(a) Provided that the transactions contemplated hereby have been consummated, and except as otherwise provided for herein, the representations, warranties and agreements herein of the Company, the Subordination Agent, the Escrow Agent, the Paying Agent and the Pass Through Trustee, and the Company's, the Subordination Agent's, the Escrow Agent's, the Paying Agent's and the Pass Through Trustee's obligations under any and all thereof, shall survive the expiration or other termination of this Agreement and the other agreements referred to herein.
Clause type: interest
 Except as expressly provided herein, no obligation to pay or right to collect interest or other amounts shall arise by virtue of this Agreement.
Clause type: severability
If any provision of this Agreement shall be held by a court or arbitrator to be invalid, unenforceable, or void, such provision shall be enforced to the fullest extent permitted by law, and the remainder of this Agreement shall remain in full force and effect. In the event that the time period or scope of any provision is declared by a court or arbitrator of competent jurisdiction to exceed the maximum time period or scope that such court or arbitrator deems enforceable, then such court or arbitrator shall reduce the time period or scope to the maximum time period or scope permitted by law.
Clause type: capitalization
 The authorized, issued and outstanding capital stock of the Company as of [ ] is as set forth in the column entitled “Actual” and in the corresponding line items under the caption “Capitalization” in the Pre-Pricing Prospectus and the Prospectus. After giving effect to the purchase of the Initial Securities by the Underwriters on the Closing Date, the authorized, issued and outstanding capital stock of the Company will be as set forth in the column entitled “Pro Forma” and in the corresponding line items under the caption “Capitalization” (in each case except for any Option Securities issued by the Company pursuant to this Agreement and issuances, if any, subsequent to the date of this Agreement pursuant to employee or director stock option, stock purchase or other equity incentive plans or any dividend reinvestment plan described in the Pre-Pricing Prospectus and the Prospectus upon the exercise of options issued pursuant to any such stock option, stock purchase or other equity incentive plans as so described, or upon the exercise of options or the conversion of convertible securities described in the General Disclosure Package and the Prospectus). The shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of the Company or any other person. The Company does not have any debt securities outstanding as of the date of this Agreement.
Clause type: payment
 2.1) All amounts credited to the Account on the Participant's behalf shall be payable in one lump sum by Equitable to the Participant on _________________ (date selected by the Participant) but in no event later than sixty (60) days after the Participant ceases to be a Director or an Advisory Director of Equitable. Unless a date specific is selected by the Participant, the distribution will be made within sixty (60) days after the Participant ceases to be a Director or an Advisory Director of Equitable; provided, however, that nothing contained in this Section 2.1 shall negate the provisions of Section 2.3 below.
Clause type: base-salary
 As compensation for all services to be rendered by Executive under this Agreement during the full term of this Agreement, the Company shall pay to Executive a minimum base Salary (“Base Salary” shall mean regular cash compensation paid on a periodic basis exclusive of benefits, bonuses or incentive payments) at the annual rate of $160,000, payable bi-weekly. On or before April 16 of each year during the term of this Agreement, Executive will receive a performance evaluation and the Base Salary shall be subject to increase at the discretion of the Company. If the Executive’s Base Salary is increased during the term of this Agreement, the increased amount shall be the new Base Salary until subsequently adjusted by the Company, if at all.
Clause type: definitions
For purposes hereof, the following terms, when used herein with initial capital letters, shall have the respective meanings set forth herein:
Clause type: loans
 Make any loans or other extensions of credit to any Person, except (a) advances to an officer or employee of any Obligor for salary, travel expenses, relocation expenses, commissions and similar items in the Ordinary Course of Business; (b) prepaid expenses and extensions of trade credit made in the Ordinary Course of Business; (c) deposits with financial institutions permitted hereunder; (d) loans or other extensions of credit from Obligor to Obligor so long as (x) each Borrower is Solvent and (y) Parent and its Subsidiaries, on a consolidated basis, are Solvent, in each case, at the time of any such loan or extension of credit; (e) loans or other extensions of credit by any Obligor to any Subsidiary that is not an Obligor in an amount not to exceed $1,000,000 at any time outstanding; and (f) loans or other extensions of credit by any Subsidiary that is not an Obligor to any Obligor.
Clause type: esop
 The exercise price per share for options under the ESOP shall be not less than the issue price per Series B Preferred Share under this Agreement. Unless otherwise determined by the Board (including affirmative vote of the director of the Board designated by the Investors), twenty-five percent (25%) of any option granted under the ESOP shall vest at the end of the first year from the date of granting of such option and thereafter the outstanding option shall vest on a yearly basis at a rate of 1/4 of the total amount of such option. No option under the ESOP may be actually exercised, and no shares thereunder may be issued to any optionee, until after (i) the Qualified IPO has actually occurred, and (ii) the requisite filing, if applicable, with SAFE pursuant to Circular 78 has been completed.
Clause type: termination
This Agreement shall be co-terminus with, and terminate upon the same terms and conditions as those set forth in, the Standby Equity Distribution Agreement. The rights of the Investor and the obligations of the Company under the Registration Rights Agreement, and the rights of the Placement Agent and the obligations of the Company shall survive the termination of this Agreement unabridged.
Clause type: severability
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
Clause type: notices
All notices provided for in this Guarantee shall be in writing, duly signed by the party giving such notice, and shall be delivered, telecopied or mailed by first class mail, as follows:
Clause type: miscellaneous
Where the effect of a requirement of the 1940 Act or Advisers 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: investments
 Directly or indirectly make, acquire, carry or maintain any Investment, or become or remain bound by any agreement to make, acquire, carry or maintain any Investment, except:
Clause type: financing
 Each of Parent and Sub shall use commercially reasonable best efforts to close the Financing on terms consistent with the Commitments or such other terms as shall be satisfactory to them and to execute and deliver definitive agreements with respect to the Financing (the "Definitive Financing Agreements") on or before the Closing Date. Parent and Sub shall use commercially reasonable best efforts to satisfy on or before the Closing Date all requirements of the Definitive Financing Agreements which are conditions to closing the transactions constituting the Financing and to drawing the cash proceeds thereunder. The obligations contained herein are not intended, nor shall they be construed, to benefit or confer any rights upon any person, firm or entity other than the Company.
Clause type: entire
Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the transactions contemplated herein and supersedes all previously written or oral negotiations, commitments, representations and agreement.
Clause type: whereas
the Bank has conveyed certain of the Mortgage Loans, as identified on Exhibit D hereto (the "Serviced Mortgage Loans"), to Structured Asset Securities Corporation, a Delaware special purpose corporation ("SASCO"), which in turn has conveyed the Serviced Mortgage Loans to Citibank, N.A. (the "Trustee"), pursuant to a trust agreement dated as of October 1, 2002 (the "Trust Agreement"), among the Trustee, Aurora Loan Services Inc., as master servicer ("Aurora," and, together with any successor Master Servicer appointed pursuant to the provisions of the Trust Agreement, the "Master Servicer") and SASCO.
Clause type: investments
 Except as disclosed on Schedule 4.8 or 4.13, the Borrower and its Subsidiaries considered as a single enterprise, is not engaged in any joint venture or partnership with any other Person nor does it maintain any Investment, as of the date hereof.
Clause type: interest
 (a) The 2022 Notes will bear interest at the rate of 2.625% per annum. Interest on the 2022 Notes will be computed on the basis of a 360-day year of twelve 30-day months. Interest on the 2022 Notes will be payable semi-annually in arrears on February 1 and August 1, commencing February 1, 2013, and on the date of maturity, to the Persons in whose names the 2022 Notes are registered on the preceding January 15 and July 15 (whether or not that date is a Business Day), respectively.
Clause type: investments
 The Borrower shall not, nor shall it permit any Restricted Subsidiary to, make or hold any direct or indirect Investment in any Person, other than the following (collectively, the “Permitted Investments”):
Clause type: governing
Law. This Warrant shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of California.
Clause type: payment
 Purchaser shall be ready, willing and able to pay the Closing Payment.
Clause type: miscellaneous
This Agreement shall be binding upon and inure to the benefit of the respective heirs, executors, representatives, successors and assigns of the parties hereto. Any party to this Agreement may waive any right it may have hereunder; provided that such waiver is in writing and specifically refers to this Agreement. No waiver will be deemed to be a waiver of any subsequent or other right, breach or default of the same or similar nature. This Agreement embodies the entire agreement and understanding of the parties hereto regarding the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings (whether written or oral) among the parties regarding the subject matter contained herein. This Agreement may not be modified, amended or terminated except by written agreement signed by both parties. This Agreement is made in the State of California and shall be governed by, and construed in accordance with, the laws of the State of California for contracts made and to be performed within California. Employee may not assign this Agreement, or assign Employee's rights or delegate Employee's duties hereunder, without the prior written consent of the Company. Any provision of this Agreement which is illegal, invalid or unenforceable shall be ineffective to the extent of such illegality, invalidity or unenforceability, without affecting the remaining provisions hereof. No rules of construction are intended by the parties hereto or shall be invoked in the interpretation hereof and, for all purposes, the parties hereto shall all be deemed to be joint authors hereof. All notices, demands and other communications provided for hereunder shall be personally delivered in writing.
Clause type: loans
 (a) (i) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Laurus agrees to make loans (the "Loans") to Company from time to time during the Term which, in the aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Laurus may reasonably in its good faith judgment deem proper and necessary from time to time (the "Reserves") or (y) an amount equal to (I) the Borrowing Availability minus (II) the Reserves. The amount derived at any time from
Clause type: definitions
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 1 of Annex A to this Agreement.