bhaskrr/legal-clauses huggingface dataset:
Clause type: termination
a. MLV may terminate this Agreement, by notice to the Company, as hereinafter specified at any time (1) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any Material Adverse Effect, or any development that is reasonably likely to have a Material Adverse Effect or, in the sole judgment of MLV, is material and adverse and makes it impractical or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of MLV, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination. If MLV elects to terminate this Agreement as provided in this Section 13(a), MLV shall provide the required notice as specified in Section 14 (Notices).
Clause type: payment_terms
 Initial work will not start until the 1st month’s payment has been received. Monthly fees must be paid on an agreed date each month. Failure to pay fees on time may lead initially to a pause in service provision and, if the issue persists, your website or other services may become unavailable. Dependent upon the fee you pay we calculate a number of budget hours per month. This is a simple calculation of fee divided by hourly rate = budget hours. We then set aside some time each month for the Hosting and Maintenance element of our service. This leaves a balance of budget hours per month for Website and Marketing Support. When a new client chooses a Pro or Lite contract we spread the cost over the first 12 months so there is no upfront cost. There are 3 steps we follow to calculate the budget for the full year.
Clause type: compensation
 In consideration of the administration services to be rendered by Funds Management under this Agreement, the Trust shall pay Funds Management a monthly fee, as shown on Appendix A, of the average daily value (as determined on each business day at the time set forth in the Prospectus for determining net asset value per share) of the Funds’ net assets during the preceding month. If the fee payable to Funds Management pursuant to this Paragraph begins to accrue before the end of any month or if this Agreement terminates before the end of any month, the fee for the period from the effective date to the end of that month or from the beginning of that month to the termination date, respectively, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. For purposes of calculating each such monthly fee, the value of each Fund’s net assets shall be computed in the manner specified in that Fund’s registration statement as then on file with the SEC for the computation of the value of the Fund’s net assets in connection with the determination of the net asset value of Fund shares. For purposes of this Agreement, a “business day” is any day that the Trust is open for trading.
Clause type: ownership_of_shares
 The Seller is the sole owner and holder of the Shares, free and clear of all liens and encumbrances of any kind whatsoever. The Shares represent 55.48% of the issued and outstanding shares of voting capital stock of the Company.
Clause type: representations
and Warranties. The Depositor hereby represents and warrants to the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee (in its capacity as Trustee of the Trust), Custodian and the Certificate Administrator as of the Closing Date that:
Clause type: capitalization
 (a) On the date hereof, the authorized capital stock of the Company consists solely of (i) 250,000,000 shares of Common Stock, of which 71,823,029 shares are issued and outstanding, and (ii) 25,000,000 shares of preferred stock, par value $0.01 per share, of which 3,750,000 shares of Series A Preferred Stock are issued and outstanding. All of such shares have been duly authorized, validly issued and are outstanding, and are fully paid and non-assessable and have been offered, issued and sold in compliance with applicable federal and state securities laws.
Clause type: severability
Whenever possible, each provision of this Security Agreement shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision of this Security Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Security Agreement. This Security Agreement is to be read, construed and applied together with the Credit Agreement and the other Loan Documents which, taken together, set forth the complete understanding and agreement of Agent, Lenders and Grantors with respect to the matters referred to herein and therein.
Clause type: compensation
 Upon the request of any Bank, delivered to the Borrower and the Agent, the Borrower shall pay to such Bank such amount or amounts as shall compensate such Bank for any loss, cost or expense incurred by such Bank as a result of:
Clause type: interest
 Borrower shall pay interest to Lender on the outstanding and unpaid principal amount of the Loan at a per annum rate equal to the base margin rate charged by Fidelity Investments plus 3.25%, currently at the overall rate of 9.825%. Any change in the interest rate resulting from a change in the Fidelity Margin Base Rate shall become effective as of the opening of business on the day on which such change in the Fidelity Margin Base Rate shall become effective. Interest shall be calculated on the basis of a year of 360 days from the actual number of days elapsed. Interest shall be paid in immediately available funds on the first day of each month and at maturity at the Principal Office. Any principal amount not paid when due (at maturity, by acceleration, or otherwise) shall bear interest thereafter until paid in full, payable on demand, at a rate that shall be ten percent (10%) above the rate that would otherwise be applicable.
Clause type: taxes
 (a) All material Tax Returns required to be filed by or with respect to the Company or any of its Subsidiaries have been properly prepared and timely filed, and all such Tax Returns (including information provided therewith or with respect thereto) are correct and complete in all material respects.
Clause type: entire
Agreement. This Agreement, the Fee Letter and the other Loan Documents constitute the entire contract between the parties relative to the subject matter hereof. Any other previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any person (other than the parties hereto and thereto, their respective successors and assigns permitted hereunder (including any Affiliate of the Issuing Bank that issues any Letter of Credit) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders) any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.
Clause type: capitalization
 Universal Filtration's capital structure consists of 200 shares of common stock without par value of which 200 shares are issued and outstanding. Each outstanding share is validly authorized, validly issued, fully paid and, nonassessable, has not been issued and is not owned or held in violation of any preemptive right of shareholders.
Clause type: capitalization
 Except as disclosed in the Company's publicly available filings with the SEC:
Clause type: insurance
The terms of each Receivable require the Obligor to obtain and maintain physical damage insurance covering the related Financed Vehicle in accordance with TMCC’s normal requirements. The terms of each Receivable allow, but do not require TMCC to (and TMCC, in accordance with its current normal servicing procedures, does not) obtain any such coverage on behalf of the Obligor.
Clause type: whereas
the Assignor proposes to assign to the Assignee all of the rights of the Assignor under the Credit Agreement in respect of a portion of its Commitment thereunder in an amount equal to $__________ (the "Assigned Amount"), together with a corresponding portion of its outstanding Committed Loans, and the Assignee proposes to accept assignment of such rights and assume the corresponding obligations from the Assignor on such terms;
Clause type: payment_terms
 Agency Payments to Consultant. Payment will be made to Consultant no later than 45 calendar days from receipt of invoice completed in conformance with all contractual requirements. Agency will endeavor to notify Consultant within 10 business days of receipt of invoice regarding any necessary revisions or corrections to the invoice. If revisions are necessary, payment will be made no later than 45 calendar days from receipt of the revised invoice. Any interest for overdue payment will be in conformance with Oregon law.
Clause type: termination
This Agreement may be terminated by the Company or the Purchaser by written notice to the other party if the Closing has not been consummated on or before September 30, 2018; provided, however, that no such termination will affect the right of any party to sue for any breach by any other party (or parties).
Clause type: capitalization
 The authorized capital stock of CLMI consists of 50,000,000 shares of common stock, par value $.001 per share, of which 7,000,000 shares will be issued and outstanding as indicated in Section 3.2 of this Agreement, and 2,000,000 shares of preferred stock par value $.001 per share, none of which is issued and outstanding. All of the outstanding shares of the capital stock of CLMI are validly issued, fully paid and nonassessable, and have been issued in full compliance with all applicable federal, state, local and foreign securities laws and other laws. Except as disclosed in Section 3.2 or pursuant to Section 5.5 or elsewhere in this Agreement, there are no (i) outstanding options, warrants or rights to acquire any shares of the capital stock or other securities of CLMI, (ii) outstanding securities or obligations which are convertible into or exchangeable for any shares of the capital stock or other securities of CLMI, or (iii) contracts or arrangements under which CLMI is or may become bound to sell or otherwise issue any shares of its capital stock or any other securities.
Clause type: loans
 (a) Each Revolving Loan shall be made by Lenders ratably in accordance with their respective Commitments; PROVIDED, HOWEVER, that, subject to the provisions of Section 2.02(d) hereof, KeyBank is the sole Lender which shall make a Loan under Facility C. The failure of any Lender to make any Loan required to be made by it shall not relieve any other [Participation and Loan and Security Agreement] Lender of its obligations hereunder; PROVIDED, that the Commitments of Lenders are several and no Lender shall be responsible for any other Lender's failure to make any Loan as required.
Clause type: employee_benefits
 (a) Set forth in Part 3.14(a) is a complete and correct list of all Employee Plans that (i) are maintained, administered or contributed to by Seller or has been maintained, administered or contributed to in the last six (6) years by Seller, or with respect to which Seller has or may have any liability, and (ii) provides benefits, or describes policies or procedures applicable to any current or former director, officer, employee or service provider of Seller, or the dependents of any thereof, regardless of how (or whether) liabilities for the provision of benefits are accrued or assets are acquired or dedicated with respect to the funding thereof. Except as disclosed in Part 3.14(a), Seller has never maintained, administered or contributed to an Employee Plan that is (w) a “Defined Benefit Plan” (as defined in Section 414(j) of the Code); (x) a plan intended to meet the requirements of Section 401(a) of the Code; (y) a “Multiemployer Plan” (as defined in Section 3(37) of ERISA); or (z) a plan subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code. There has never been any other corporation or trade or business controlled by, controlling under common control with or in the same controlled group with Seller (within the meaning of Section 414 of the Code or Section 4001(a)(14) or 4001(b) of ERISA).
Clause type: severability
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
Clause type: ownership_of_shares
 On the date of this Agreement the Existing Shares are all of the Shares currently beneficially owned by Stockholder. Stockholder does not have any rights to acquire any additional shares of Twister Common Stock other than as set forth on Schedule A attached hereto. Other than as set forth on Schedule B attached hereto, Stockholder currently has good, valid and marketable title to the Shares, free and clear of all liens, encumbrances, restrictions, options, warrants, rights to purchase and claims of every kind (other than the encumbrances created by this Agreement and other than restrictions on transfer under applicable federal and state securities laws).
Clause type: capitalization
 The authorized and outstanding capital stock of the Company as of the date of this Agreement and the Closing Date (not including the Securities) are set forth on Schedule 5(d). Except as set forth on Schedule 5(d), there are no options, warrants, or rights to subscribe to, securities, rights or obligations convertible into or exchangeable for or giving any right to subscribe for any shares of capital stock of the Company or any of its Subsidiaries. All of the outstanding shares of Common Stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable.
Clause type: investment-company-act
 The Company is not, and immediately after giving effect to the offer and sale of the New Ordinary Shares (with Matching Warrants) and the application of the proceeds thereof as described in the Prospectus, will not be an “investment company” as such term is defined in the Investment Company Act.
Clause type: whereas
the Custodian will hold the Funding Agreement and the Guarantee on behalf of the Indenture Trustee pursuant to the terms of the Custodial Agreement; and
Clause type: investment-company-act
 (a) The Company is an “investment company” that has elected to be regulated as a “business development company” within the meaning of the Investment Company Act and qualifies as a RIC.
Clause type: compensation
 As compensation for services to be rendered pursuant to this Agreement, the Company shall pay the Executive a salary at the annual rate of no less than $280,000 (the "Base Salary"), payable in accordance with the payroll policy of the Company, less such deductions or amounts to be withheld as shall be required by applicable law and regulations. The Executive's salary shall be reviewed annually and, at the discretion of the Board, may be increased on each January 1 of the Employment Period.
Clause type: now
THEREFORE in consideration of the promises and the mutual agreements contained herein and in the Agreement, the parties hereto agree as follows:
Clause type: definitions
A “Sale of the Company” shall mean either: (a) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company (a “Stock Sale”); or (b) a transaction that qualifies as a “Deemed Liquidation Event” as defined in the Restated Certificate.
Clause type: governing
Law. This Warrant shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its principles regarding conflicts of law.
Clause type: esop
 When the Board creates this program Executive program shall include execution back dated to March of 2013
Clause type: indemnification
The LLC shall indemnify and hold harmless the Member, each director, manager, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits or proceedings (unless asserted by the LLC against the Indemnitee), whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such Indemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, if such Indemnitee determined in good faith that such conduct was in the best interest of the LLC and such Indemnitee’s conduct did not constitute fraud, gross negligence or willful misconduct and was within the scope of the Indemnitee’s authority; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no Indemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence or willful misconduct.
Clause type: headings
The headings used in this Agreement are for convenience only and are not to be considered in construing or interpreting any term or provision of this Agreement.
Clause type: severability
In case any of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, any such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had been limited or modified (consistent with its general intent) to the extent necessary to make it valid, legal and enforceable, or if it shall not be possible to so limit or modify such invalid, illegal or unenforceable provision or part of a provision, this Agreement shall be construed as if such invalid, illegal or unenforceable provision or part of a provision had never been contained in this Agreement.
Clause type: miscellaneous
14.1. The CONTRACTOR, in representing the CITY, shall promote the best interest of the CITY and assume towards the CITY a duty of the highest trust, confidence, and fair dealing.
Clause type: investments
 The Borrower will not, and will not permit any Restricted Subsidiary to, make any Investment in any Person, except:
Clause type: governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Georgia without regard to its conflict of laws principles.
Clause type: compensation
 Frontier agrees, or causes the Bank to pay the ------------ Executive during the term of this Agreement a salary at the rate of $125,000 per annum; provided, that the rate of such salary shall be reviewed by the Board of Frontier not less often than annually. Such rate of salary, or increased rate of salary, if any, as the case may be, may be further increased (but not decreased) from time to time in such amounts as the Board of Frontier in its discretion may decide. Such salary shall be payable in accordance with the customary payroll practices of Frontier, but in no event less frequently than monthly.
Clause type: conversion_of_shares
 (a) At the Effective Time, each Share, together with any associated Rights, issued and outstanding immediately prior to the Effective Time (excluding (i) Shares held by any of the Company's subsidiaries and (ii) Shares held by Parent, Acquisition or any other subsidiary of Parent) shall, by virtue of the Merger and without any action on the part of Acquisition, the Company or the holder thereof, be converted into and shall become the right to receive the Per Share Amount in cash, without interest (the "Cash Merger Consideration"). Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time, the Shares shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, then the Cash Merger Consideration contemplated by the Merger shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.
Clause type: indemnification
9.1 To the fullest extent permitted by Applicable Laws, Contractor will and does hereby agree to indemnify, protect, defend with counsel approved by University, and hold harmless University and, The University of Texas System, and respective affiliated enterprises, regents, officers, directors, attorneys, employees, representatives and agents (collectively, Indemnitees) from and against all damages, losses, liens, causes of action, suits, judgments, expenses, and other claims of any nature, kind, or description, including reasonable attorneys’ fees incurred in investigating, defending or settling any of the foregoing (collectively, Claims) by any person or entity, arising out of, caused by, or resulting from Contractor’s performance under or breach of this Agreement and that are caused in whole or in part by any negligent act, negligent omission or willful misconduct of Contractor, anyone directly employed by Contractor or anyone for whose acts Contractor may be liable. The provisions of this Section will not be construed to eliminate or reduce any other indemnification or right which any Indemnitee has by law or equity. All parties will be entitled to be represented by counsel at their own expense.