bhaskrr/legal-clauses huggingface dataset:
Clause type: taxes
 (a) Any and all payments by the Borrower to the Administrative Agent, or the Lenders hereunder or under the other Second-Lien Loan Documents shall be made, in accordance with Section 2.18, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding (i) in the case of each Lender and the Administrative Agent, taxes imposed on the overall net income (and franchise taxes imposed in lieu thereof) of such Lender or the Administrative Agent (as the case may be) and the jurisdiction imposing such tax, other than a connection arising solely by virtue of the activities of such Lender or the Administrative Agent (as the case may be) pursuant to or in respect of this Agreement or under any other Second-Lien Loan Document, including entering into, lending money or extending credit pursuant to, receiving payments under, or enforcing, this Agreement or any other Second-Lien Loan Document, and (ii) in the case of each Lender and the Administrative Agent, any withholding taxes payable with respect to any payments made hereunder or under the other Second-Lien Loan Documents under laws (including any statute, treaty, ruling, determination or regulation) in effect on the Initial Date (as hereinafter defined) applicable to such Lender or the Administrative Agent, as the case may be, on such date but not excluding any withholding taxes payable solely as a result of any change in such laws occurring after the Initial Date (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). For purposes of this Section 2.19, the term "Initial Date" shall mean (i) in the case of the Administrative Agent or any Lender, the date on which such person became a party to this Agreement and (ii) in the case of any assignment, including any assignment by a Lender to a new lending office, the date of such assignment. If any Taxes shall be required by law to be deducted from or in respect of any sum payable hereunder or under any other Second-Lien Loan Document to any Lender or the Administrative Agent, (i) the sum payable by the Borrower shall be increased as may be necessary so that after making all required deductions for Taxes (including deductions for Taxes applicable to additional sums payable under this Section 2.19) such Lender or the Administrative Agent, as the case may be, receives an...
Clause type: payment
 The Trustee shall be the initial Paying Agent and Security Registrar. Payment of the principal and interest shall be at the corporate office of the Trustee in the Borough of Manhattan, The City of New York; provided, however, that each installment of interest and principal on the Notes may at the Company’s option be paid by check to the holders at the holder’s address in the Security Register. The Notes shall initially be issued as Global Notes. Payments with respect to Notes represented by one or more Global Notes shall be made by wire transfer of immediately available funds to the account specified by the Depositary. Payments with respect to Notes represented by one or more Definitive Notes held by a holder of at least U.S.$1,000,000 aggregate principal amount of Notes shall be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 10 days immediately preceding the relevant due date for payment (or such other date as the Trustee or Paying Agent may accept in its discretion).
Clause type: definitions
In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:
Clause type: now
THEREFORE. IT IS AGREED, by and between the Company and the Participant, as follows:
Clause type: confidentiality
(a) Executive will not at any time (whether during or after Executive’s employment with the Company) (x) retain or use for the benefit, purposes or account of Executive or any other Person; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company (other than its professional advisers who are bound by confidentiality obligations), any non-public, proprietary or confidential information (including without limitation trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals) concerning the past, current or future business, activities and operations of the Company or its Affiliates and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (“Confidential Information”) without the prior written authorization of the Board.
Clause type: definitions
All terms defined in the Credit Agreement that are not otherwise defined herein shall have the meanings given them in the Credit Agreement.
Clause type: investments
 Make or permit to remain outstanding, or permit any Subsidiary to make or permit to remain outstanding, any Investment, except that the Borrower and its Subsidiaries may:
Clause type: board
 KFI shall be entitled to appoint one member of the Company's Board of Directors on the Closing Date, which shall, as of the Closing Date, consist of six or seven directors including the director approved by KFI. For so long as it owns at least 5% of the Company's outstanding Common Stock, KFI shall be entitled to nominate one director each time the class of directors in which its representative serves is subject to election. The KFI director shall have access to any information available to any other director, unless counsel for the Company reasonably determines that such access is likely to waive the Company's attorney-client privilege or result in a breach of the Board's fiduciary duties. The Company shall reimburse all reasonable expenses incurred by the KFI director relating to attendance at Board and Board committee meetings and other activities on behalf of the Company.
Clause type: seed
 The Investment Adviser agrees that the Subadviser shall not be responsible for providing money for the initial capitalization of any Fund or any other investment in the Fund.
Clause type: loans
 The Borrower warrants and represents that the Loans evidenced by the Notes are and shall be for business, commercial, investment or other similar purposes and not primarily for personal, family, household or agricultural use, as such terms are used in Chapter One ("Chapter One") of the Texas Credit Code. At all such times, if any, as Chapter One shall establish a Maximum Rate, the Maximum Rate shall be the "indicated rate ceiling" (as such term is defined in Chapter One) from time to time in effect.
Clause type: payment_terms
 You will be required to pay your invoices for your elected plan for the Service by direct debit or by credit card on the due dates. If you pay your monthly invoice via Visa or MasterCard, a merchant fee of 1% of the total monthly invoice will be charged. There is no merchant fee for payments made by AMEX card. If you cannot pay by direct debit or credit card, you must pay all fees and charges set out in any invoice within 10 Business Days of the date of the invoice.
Clause type: entire
Agreement. This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior and/or contemporaneous oral or written proposals or agreements relating thereto all of which are merged herein. This Agreement may not be amended or any provision hereof waived in whole or in part, except by a written amendment signed by all of the parties hereto.
Clause type: payment
 In consideration of the Tailgate Services to be provided by TAILGATE GUYS, CLIENT shall pay the invoiced amount set forth on the invoice made available to CLIENT (the “Package Price”). In order to reserve the Site for the entire season, CLIENT agrees to pay to TAILGATE GUYS a deposit equal to fifty percent (50%) of the Package Price immediately. The balance of the Package Price shall be due on the August 1 preceding the applicable football season. If the order is on or after August 1, the entire balance of the Package Price shall be immediately due and payable. If payment in full has not been received by fourteen days prior to the first home game date, TAILGATE GUYS reserves the right to terminate this Agreement and retain all sums previously paid to TAILGATE GUYS. If payment is made by credit card or ACH, TAILGATE GUYS may, but shall not be required to, automatically process the payment for any remainder of the Package Price at any time on or after August 1, and CLIENT hereby authorizes such charges. If CLIENT cancels this Agreement in writing more than twenty one (21) days before the start of the season, TAILGATE GUYS agrees to refund one hundred percent (100%) of the Package Price (or portion thereof that has been paid by CLIENT); provided, however, in order to reserve the Site for the selected home game, CLIENT agrees to pay to TAILGATE GUYS on hundred percent (100%) of total invoice, upon execution of this Agreement, all of which shall be non-refundable within twenty one (21) days of the date of the selected home game for a single game order or within twenty one (21) days of the date of the first home game for a full season order. Where CLIENT has made payment of the total reservation, or any portion thereof, by credit card, CLIENT shall be prohibited from disputing said charge which CLIENT previously authorized TAILGATE GUYS to make.
Clause type: headings
Section headings of this Agreement are for reference purposes only and are to be given no effect in the construction or interpretation of this Agreement.
Clause type: confidentiality
(a) Each party agrees that it shall hold in strict confidence all data and information obtained from another party hereto or the Fund (unless such information is or becomes readily ascertainable from public or published information or trade sources other than through a breach of this Confidentiality Clause) other than to its affiliates and any other party performing functions for the Fund and shall ensure that its officers, employees and authorized representatives do not disclose such information to others without the prior written consent of the party from whom it was obtained, unless such disclosure is required by a court with competent jurisdiction, the SEC, other regulatory or official body with applicable jurisdiction, or the Fund’s independent registered public accounting firm, or in the opinion of its counsel, applicable law, and then only with as much prior written notice to the other party as is practicable under the circumstances.
Clause type: headings
The various headings in this Agreement are inserted for convenience only and are not part of the Agreement.
Clause type: investment-company-act
 Neither the Company nor any Other Obligor is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.
Clause type: loans
 Make any loans or other advances of money to any Person, except (a) advances to an officer or employee for salary, travel 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) as long as no Default or Event of Default exists before or after giving effect thereto, intercompany loans that do not constitute Restricted Investments; provided, however, that any such intercompany loans made to the Borrower or any other Obligor shall be subordinated to the Obligations in a manner reasonably satisfactory to the Agent; (e) loans that could otherwise be made as a distribution under Section 10.2.4; provided, however, that any such loans made to the Borrower shall be subordinated to the Obligations in a manner reasonably satisfactory to the Agent; and (f) advances or loans, each evidenced by promissory notes, to officers, directors or employees (i) for the purchase by such officers, directors or employees of Equity Interests of Holdings pursuant to a stock ownership or purchase plan or compensation plan, in each case, to the extent permitted by Applicable Law in an amount not to exceed $1,000,000 in the aggregate to such officers, directors or employees outstanding at any time or (ii) otherwise in an amount not to exceed $1,000,000 in the aggregate to such officers, directors or employees outstanding at any time.
Clause type: capitalization
 (a) As of the date of this Agreement, the authorized capital stock of Buyer consists of 200,000,000 shares of Buyer Common Stock and 10,000,000 shares of preferred stock, par value $1.00 per share ("Buyer Preferred Stock"). As of August 23, 1999, (i) 135,802,670 shares of Buyer Common Stock were issued and outstanding, (ii) no shares of Buyer Preferred Stock were issued and outstanding, (iii) no shares of Buyer Common Stock were reserved for issuance, except that 2,000,000 shares of Buyer Common Stock were reserved for issuance pursuant to the Buyer Dividend Investment and Stock Purchase Plan, 1,973,140 shares of Buyer Common Stock were reserved for issuance pursuant to the Buyer 1985 Incentive Stock Option Plan, the Buyer 1987 Long-Term Incentive Plan, the Buyer 1989 Executive Management and Compensation Plan, the Buyer 1994 Key Employee Stock Plan, the Buyer 1997 Non-Officer Stock Plan and the Buyer 1998 Stock Compensation Plan (the "Buyer Stock Plans"), and 31,000,000 shares of Buyer Common Stock were reserved for issuance pursuant to the Agreement and Plan of Merger, dated as of August 16, 1999, between Buyer and JSB Financial, Inc., (iv) no shares of Buyer Preferred Stock were reserved for issuance and (v) 9,323,852 shares of Buyer Common Stock were held by Buyer in its treasury or by Buyer's Subsidiaries. All of the issued and outstanding shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. As of the date of this Agreement, except as referred to above or reflected in Section 5.2(a) of the Buyer Disclosure Schedule, Buyer does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Buyer Common Stock or Buyer Preferred Stock or any other equity securities of Buyer or any securities representing the right to purchase or otherwise receive any shares of Buyer Common Stock or Buyer Preferred Stock or any other equity security of the Buyer. The shares of Buyer Common Stock to be issued pursuant to the Merger will be duly authorized and validly issued and, at the Effective Time, all such shares will be fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.
Clause type: counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and said counterparts shall constitute but one and the same instrument which may sufficiently be evidenced by one counterpart.
Clause type: investments
 Make Investments in or purchase or otherwise acquire all or substantially all of the assets of any Person, or any shares of stock of, or similar interest in, any other Person, if the result of such action would impair the ability of the Borrower to perform any of its Obligations pursuant to this Agreement, including, without limitation, the obligation to repay the Indebtedness evidenced by the Notes, except that the Borrower may invest in instruments that are investment grade, short-term commercial paper.
Clause type: severability
If any provision of this Article XIII or any application of any such provision is determined to be invalid by any federal or state court having jurisdiction over the issues, the validity of the remaining provisions shall not be affected and other applications of such provisions shall be affected only to the extent necessary to comply with the determination of such court.
Clause type: interest
 2.4.1 The Loans under the Credit Facility comprising each U.S. Base Rate Borrowing and Canadian Prime Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 days or 366 days, as the case may be) at a rate per annum equal to the U.S. Base Rate and Canadian Prime Rate, respectively, plus the Applicable Margin from time to time in effect. It is understood and agreed that if at any time after the date hereof the Lender’s cost of borrowing is increased, the Lender will be entitled, after consultation with the Borrowers, to increase the Applicable Margin that is applicable to all or any Types of Loans or Borrowings to reflect the Lender’s increased cost of making such Loans or Borrowings available to the Borrowers.
Clause type: taxes
 (a) Any and all payments by the Borrower hereunder or under the Notes shall be made in accordance with Section 2.11, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Agent, net income taxes that are imposed by the United States and net income taxes (or franchise taxes imposed in lieu thereof) that are imposed on such Lender or the Agent by the state or foreign jurisdiction under the laws of which such Lender or the Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Lender, net income taxes (or franchise taxes imposed in lieu thereof) that are imposed on such Lender by the state or foreign jurisdiction of such Lender's Domestic Lending Office or any political subdivision thereof (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder or under the Notes being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.12), such Lender or the Agent receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.
Clause type: governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof.
Clause type: ownership_of_shares
 The Shareholder (i) is the sole beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of the Shares set forth on the signature page of this Agreement (except as otherwise indicated on the signature page hereto), all of which are free and clear of any Liens (except any Liens arising under securities laws, arising hereunder or arising in connection with any margin loans in the ordinary course of the Shareholder’s business), (ii) is the sole holder of the Company Options that are exercisable for the number of Common Shares set forth on the signature page of this Agreement, all of which Company Options and Common Shares issuable upon the exercise of such Company Options are free and clear of any Liens (except any Liens arising under securities laws, arising under the plans pursuant to which such Company Options were granted or arising hereunder), (iii) is the sole holder of the Company RSUs that are redeemable for the number of Common Shares set forth on the signature page of this Agreement, all of which Company RSUs and Common Shares issuable upon the settlement of such Company RSUs are free and clear of any Liens (except any Liens arising under securities laws, arising under the plans pursuant to which such Company RSUs were granted or arising hereunder) and (iv) except as set forth on the signature page to this Agreement, does not own, beneficially or otherwise, any securities of the Company other than the Voting Shares set forth on the signature page of this Agreement.
Clause type: severability
Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.
Clause type: whereas
Lender is willing to make the Loan to Borrower, subject to and in accordance with the terms of this Agreement and the other Loan Documents (as hereinafter defined).
Clause type: grant
 The Underwriter and/or the Designees are hereby granted the right to purchase, at any time from ____________, 2000 until 5:00 P.M., New York time, on _______, 2005 (the "Warrant Exercise Term"), up to 200,000 fully-paid and non-assessable Shares at an initial exercise price (subject to adjustment as provided in Article 8 hereof) of $9.90 per Share.
Clause type: investment-company-act
 Neither the Acquiror nor Merger Sub is an “investment company” within the meaning of the Investment Company Act of 1940.
Clause type: whereas
the Trust and the Adviser desire that the Sub-Adviser perform investment advisory services for each of the series of the Trust listed in Appendix A hereto as it may be amended from time to time (each a "Fund" and collectively the "Funds"), and the Sub-Adviser is willing to perform those services on the terms and conditions set forth in this Agreement;
Clause type: definitions
Section 1.01. Capitalized terms used but not defined in this Supplemental Indenture shall have the meanings ascribed to them in the Base Indenture.
Clause type: loans
 The term "Loans" means any and all (a) loans (whether held for investment or for resale) reflected as assets on the books and records of the 1st Financial Companies, (b) Sold Loans (as defined below) previously sold by any of the 1st Financial Companies to any third party which have been repurchased by any of the 1st Financial Companies, (c) lines of credit, letters of credit, accounts, notes, financing leases and other extensions of credit or receivables reflected as assets on the books and records of the 1st Financial Companies, and (d) all unfunded commitments to make a loan or issue or extend credit by any of the 1st Financial Companies.