bhaskrr/legal-clauses huggingface dataset:
Clause type: assignment
1. Assignor hereby grants, transfers and assigns to Depositor all of its right, title and interest in, to and under the representations and warranties made by PrimeLending pursuant to the Purchase Agreement to the extent relating to the Mortgage Loans, and Depositor hereby accepts such assignment from Assignor.
Clause type: ownership_of_shares
 Mr. Vannini represents and warrants that ------------------- he beneficially owns all of the Shares free and clear of interests of others except for a lien held by Smith Barney, Inc. for margin credit extended to Mr. Vannini.
Clause type: interest
 Interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months. If this Security is redeemed pursuant to Section 5 or Section 6 of this Security or the Holder elects to require the Company to purchase this Security pursuant to Section 6 or Section 7 of this Security, on a date that is after the Regular Record Date and on or before the corresponding Interest Payment Date, interest, Contingent Interest and Additional Amounts, if any, accrued and unpaid hereon to, but excluding, the applicable Redemption Date or Designated Event Purchase Date shall be paid to the same Holder to whom the Company pays the principal of this Security. Interest, Contingent Interest and Additional Amounts, if any, on Securities converted after the close of business on a Regular Record Date but prior to the opening of business on the corresponding Interest Payment Date shall be paid to the Holder of the Securities on the Regular Record Date but, upon conversion, the Holder must pay the Company the interest, Contingent Interest and Additional Amounts, if any, which has accrued and shall be paid on such Interest Payment Date. No such payment need be made with respect to Securities which shall be converted after a Regular Record Date and prior to the corresponding Interest Payment Date after being called for redemption. Any reference herein to interest accrued or payable as of any date shall include any Contingent Interest and Additional Amounts accrued or payable on such date as provided in the Registration Rights Agreement.
Clause type: insurance
The Parent Borrower will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurance companies (a) insurance in such amounts (with no greater risk retention) and against such risks as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (b) all insurance required to be maintained pursuant to the Security Documents. The Parent Borrower will furnish to the Lenders, upon request of the Administrative Agent, information in reasonable detail as to the insurance so maintained.
Clause type: interest
 Scott Cable Communications, Inc., a Texas corporation ("Issuer"), promises to pay interest on the principal amount of this Security at the rate per annum shown above. Issuer shall issue additional Securities in the form of Exhibit C to the Indenture ("Secondary Securities") in payment of any and all of the interest due on any Interest Payment Date occurring on or prior to the Maturity Date or, at the option of the Issuer, such interest may be made in cash. Each issuance of Secondary Securities for the payment of interest on the Securities shall be made pro rata with respect to the outstanding Securities. Any such Secondary Securities shall be governed by the Indenture and shall be subject to the same terms (including the maturity date and the rate of interest from time to time payable thereon) as this Security (except, as the case may be, with respect to the title, issuance date and aggregate principal amount). The term Securities shall include the Secondary Securities that may be issued under the Indenture. Issuer will pay interest semi-annually in arrears on June 18 and December 18 of each year (the "Interest Payment Date"), commencing June 18, 1997. Interest on this Security will accrue from the date of issuance or from the most recent date to which interest has been paid. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Issuer shall pay interest on overdue principal and interest on overdue installments of interest, to the extent lawful, at the rate per annum borne by the Securities. On the Maturity Date, or such earlier date upon which payment of principal hereon is due and payable as a result of an Event of Default pursuant to the terms of the Indenture, each Series A Security shall be entitled to its pro rata share of Total Series A Principal Amount (as hereinafter defined). For purposes of this Series A Security, the following definitions shall apply:
Clause type: taxes
 Federal income tax returns and state and local income tax returns for the Company and its subsidiaries have been filed as required by law; all taxes as shown on such returns or on any assessment received subsequent to the filing of such returns have been paid, and there are no pending assessments or adjustments or any income tax payable for which reserves, which are reasonably believed by the Company to be adequate for the payment of any additional taxes that may come due, have not been established. All other taxes imposed on the Company and its Subsidiaries have been paid and any reports or returns due in connection herewith have been filed.
Clause type: ownership_of_shares
 Such Seller owns, of record and beneficially, the number of Shares set forth opposite such Seller's name on SCHEDULE 1, free and clear of all claims, charges, equities, liens (including Tax liens), security interests, pledges, mortgages or encumbrances whatsoever. Upon consummation of the transactions contemplated hereby, each Purchaser will have good and valid title to its respective portion of the Purchased Shares, free and clear of any Liens other than Liens created by such Purchaser. There are no outstanding options, warrants, convertible securities, calls, rights, commitments, preemptive rights, agreements, instruments or understandings of any character to which such Seller is a party or by which such Seller is bound, obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, contingently or otherwise, additional shares of the Company's capital stock or any securities or obligations convertible into or exchangeable for such shares or to grant, extend or enter into any such option, warrant, convertible security, call, right, commitment, preemptive right or agreement. There are no outstanding obligations, contingent or otherwise, to which such Seller is a party or by which such Seller is bound, obligating the Company to purchase, redeem or otherwise acquire any of its capital stock. Except as set forth on the Disclosure Schedule, such Seller is not a party to any voting trust agreement or other contract, agreement, arrangement, commitment, plan or understanding restricting transfer or otherwise relating to voting, dividend or other rights with respect to the capital stock of the Company. Except as set forth on the Disclosure Schedule, such Seller has no direct or indirect interests or investments in any other Person involved in the Business.
Clause type: vesting
 Subject to the remaining terms and conditions of this Award, and provided the Units have not been forfeited as described in Section 2 above, the Units will vest as follows:
Clause type: vesting
 The RSUs issued under this Agreement shall initially be 100% unvested and subject to forfeiture as set forth below.
Clause type: termination
This Series A Capital Securities Guarantee shall terminate (i) upon full payment of the Redemption Price (as defined in the Declaration) of all Series A Capital Securities, (ii) upon liquidation of the Issuer, the full payment of the amounts payable in accordance with the Declaration or the distribution of the Debentures to the Holders of all of the Series A Capital Securities or (iii) upon exchange of all the Series A Capital Securities for the Series B Capital Securities in the Exchange Offer and the execution and delivery of the Series B Capital Securities Guarantee. Notwithstanding the foregoing, this Series A Capital Securities Guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any Holder must restore payment of any sums paid under the Series A Capital Securities or under this Series A Capital Securities Guarantee.
Clause type: whereas
the Adviser is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and is engaged in the business of rendering investment advice;
Clause type: insurance
The Trustee and the Securities Administrator, at their own expense, shall at all times maintain and keep in full force and effect: (i) fidelity insurance, (ii) theft of documents insurance and (iii) forgery insurance (which may be collectively satisfied by a "Financial Institution Bond" and/or a "Bankers' Blanket Bond"). All such insurance shall be in amounts, with standard coverage and subject to deductibles, as are customary for insurance typically maintained by banks or their affiliates which act as custodians for investor-owned mortgage pools. A certificate of an officer of the Trustee or the Securities Administrator as to the Trustee's or the Securities Administrator's, respectively, compliance with this Section 9.07 shall be furnished to any Certificateholder upon reasonable written request.
Clause type: entire
Agreement. This Agreement constitutes the entire ---------------- agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.
Clause type: severability
Any provision of this Agreement that is deemed invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable the remaining provisions of this Agreement.
Clause type: now
THEREFORE in consideration of the renewal of the premises, promises and mutual covenants contained herein and in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties agree that the Agreement is hereby amended as follows:
Clause type: insurance
The Company and its Subsidiaries shall maintain, or cause to be maintained, insurance in such amounts and covering such risks as is reasonable and customary for companies engaged in similar businesses in similar industries.
Clause type: investment_company
 Parent is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: confidentiality
The Company, and Sellers and their Affiliates, will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning Buyer furnished to the Company, or to Sellers or their Affiliates, in connection with the transactions contemplated by this Agreement, and (after the Closing Date) all confidential documents and information concerning the Company, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Sellers, (ii) in the public domain through no fault of Sellers or (iii) later lawfully acquired by Sellers from sources other than the Company or Buyer; PROVIDED that Sellers may disclose such information to their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by Sellers of the confidential nature of such information and are directed by Sellers to treat such information confidentially. The obligation of the Company, and Sellers and their Affiliates, to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information. If this Agreement is terminated, the Company, and Sellers and their Affiliates, will, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to, destroy or deliver to Buyer, upon request, all documents and other materials, and all copies thereof, obtained by the Company, or by Sellers or their Affiliates, or on their behalf from Buyer in connection with this Agreement that are subject to such confidence.
Clause type: representations
and Warranties. Borrower hereby represents and warrants to Foothill that (a) the execution, delivery, and performance of this Amendment and of the Agreement, as amended by this Amendment, are within its corporate powers, have been duly authorized by all necessary corporate action, and are not in contravention of any law, rule, or regulation, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or governmental authority, or of the terms of its charter or bylaws, or of any contract or undertaking to which it is a party or by which any of its properties may be bound or affected, and (b) this Amendment and the Agreement, as amended by this Amendment, constitute Borrower's legal, valid, and binding obligation, enforceable against Borrower in accordance with its terms.
Clause type: severability
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.
Clause type: confidentiality
Each party to this Agreement shall keep confidential any nonpublic information concerning the other party and will not use or disclose such information for any purpose other than the performance of its responsibilities and duties hereunder, unless the non-disclosing party has authorized such disclosure or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities. Nonpublic information shall not include information a party to this Agreement can clearly establish was (a) known to the party prior to this Agreement; (b) rightfully acquired by the party from third parties whom the party reasonably believes are not under an obligation of confidentiality to the other party to this Agreement; (c) placed in public domain without fault of the party or its affiliates; or (d) independently developed by the party without reference or reliance upon the nonpublic information.
Clause type: taxes
 Holdings may make such provisions and take such steps as it may deem necessary or appropriate for the withholding of all Federal, state, local and other taxes required by law to be withheld with respect to the Option including, but not limited to: (i) reducing the number of shares of Common Stock otherwise deliverable, based upon their Fair Market Value on the date of exercise, to permit deduction of the amount of any such withholding taxes from the amount otherwise payable under this Agreement; (ii) deducting the amount of any such withholding taxes from any other amount then or thereafter payable to the Employee; or (iii) requiring the Employee, his or her beneficiary or his or her legal representative to pay to Holdings the amount required to be withheld or to execute such documents as Holdings deems necessary or desirable to enable it to satisfy its withholding obligations as a condition of releasing the Common Stock.
Clause type: payment
 Except as otherwise provided in Section 3.3, below or as agreed to by Station from time to time in its discretion, payment in full is due no later than five (5) business days prior to the Order or Campaign (if an Order contemplates multiple Campaigns on a staggered schedule) start date.
Clause type: definitions
As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person,” and “assignment” shall have the same meanings as such terms have in the 1940 Act.
Clause type: interest
 The outstanding principal balance of each credit subject hereto shall bear interest, and the amount of each drawing paid under any Letter of Credit shall bear interest from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest set forth in each promissory note or other instrument or document executed in connection therewith.
Clause type: financing
 Parent and Sub have readily available all of the funds necessary to consummate the Offer and the Merger on the terms contemplated by the Operative Agreements, and, at the expiration of the Offer and the Effective Time of the Merger, Parent and Sub shall have available all of the funds necessary for the acquisition of all shares of Common Stock pursuant to the Offer and the Merger, as the case may be, and to perform their respective obligations under this Agreement.
Clause type: taxes
 All real estate taxes affecting the Property (including all certified, confirmed or ratified liens for governmental improvements or special assessments imposed by any taxing authority which affect the Property as of the Closing Date) (collectively, “Real Estate Tax”) shall be prorated between the Buyer and the Sellers on a Cash Basis, assuming payment of such Real Estate Tax would occur on the latest possible due date prior to delinquency pursuant to Applicable Law. As of the Closing Date, if the Real Estate Tax bill is not available for the year of the Closing, the proration of Real Estate Tax shall be based upon the most recently issued Real Estate Tax bill. Promptly after the new Real Estate Tax bill is issued, the Real Estate Tax shall be reprorated pursuant to Section 10.11 below, and any discrepancy resulting from such reproration and any errors shall be promptly corrected by the parties. Buyer and Sellers acknowledge that the Real Estate Tax for North Carolina shall be prorated on a calendar year basis, whether or not same are due and payable prior to the Closing and regardless of the fiscal year of the taxing authority, and if the rate of any such Real Estate Tax is not fixed prior to the date of the Closing, the adjustment and proration thereof at the Closing shall be upon the basis of the rate for the bill issued in the preceding calendar year applied to the latest assessed valuation, and the same shall be appropriately and promptly adjusted, if necessary, between Sellers and Buyer when the rate is fixed for the calendar year during which the Closing occurs. Notwithstanding the foregoing, if Tenants pay Real Estate Tax directly to the taxing authority, the portion of the Real Estate Tax paid directly by the Tenant to the taxing authority shall not be prorated. The Buyer shall pay all Real Estate Tax due and payable after the Closing and reconciliations with Tenants shall be responsibility of the Buyer post-Closing pursuant to Section 10.2 and Section 10.11 below. Except in connection with a reproration of Real Estate Tax applicable to the period for which Real Estate Tax is prorated pursuant hereto, in no event shall Sellers be charged with or be responsible for any increase in the Real Estate Tax on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. As used herein, the term “Cash Basis” shall refer to proration of Real Estate Tax based on the tax bills that have...
Clause type: representations
and Warranties. The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects both when made and at and as of the Effective Time, except for changes contemplated by this Agreement and except for those representations and warranties which address matters only as of a particular date (which shall remain true and correct as of such date), with the same force and effect as if made on and as of the Effective Time.
Clause type: compensation
 Subadviser shall be compensated for the services it performs on behalf of the Fund in accordance with the terms set forth in Appendix A to this Agreement.
Clause type: governing
Law. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Colorado and for all purposes shall be construed in accordance with the laws of said State.
Clause type: investments
 The Company shall not, and shall not permit any of its Subsidiaries to make or hold any Investments, except:
Clause type: compensation
 Executive’s compensation during his employment under the terms of this Agreement shall be as follows:
Clause type: representations
and Warranties. Each Fund represents and warrants to CSAMSI that the Fund’s current Registration Statement (a) includes all statements required to be contained therein in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the SEC; (b) only contains statements of fact that will be true and correct when such Registration Statement becomes effective; and (c) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. CSAMSI may, but shall not be obligated to, propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any prospectus or statement of additional information as may, in the opinion of CSAMSI’s counsel, be necessary or advisable. If a Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen (15) days after receipt by the Fund of a written request from CSAMSI to do so, CSAMSI may, at its option, terminate this Agreement. A Fund shall not file any amendment to any Registration Statement or supplement to any prospectus or statement of additional information without giving CSAMSI reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit a Fund’s right to file at any time such amendments to any Registration Statement and/or supplements to any prospectus or statement of additional information with respect to any class of the Shares, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.
Clause type: insurance
Schedule 3.21 sets forth a true, complete and correct description, in all material respects, of all material insurance (excluding any title insurance) maintained by or on behalf of the Borrower or the Subsidiaries as of the Closing Date. As of such date, such insurance is in full force and effect.
Clause type: taxes
 Except as set forth in Schedule 5.10 or as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Borrower and its Subsidiaries have filed all Federal, state, provincial and other material tax returns and reports required to be filed, and have paid all material Federal, state, provincial and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those (a) which are not overdue by more than thirty (30) days or (b) which are being contested in good faith by appropriate actions diligently conducted and for which adequate reserves have been provided in accordance with GAAP.