bhaskrr/legal-clauses huggingface dataset:
Clause type: entire
Agreement. THIS AGREEMENT, THE NOTES, AND THE OTHER LOAN DOCUMENTS REFERRED TO HEREIN EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES THERETO.
Clause type: employee_benefits
 The Employer shall maintain in full force and effect, for the Executive’s continued benefit, until the earlier of six months subsequent to the Date of Termination or the date the Executive becomes a participant in similar plans, programs or arrangements provided by a subsequent employer, all life, accident, medical and dental insurance benefit plans and programs or arrangements in which the Executive has been entitled to participate immediately prior to the Date of Termination, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. Said cost to be the responsibility of the Employer. In the event that the Executive’s participation in any such plan or program is barred, the Employer shall arrange to provide the Executive with benefits substantially similar to those which the Executive is entitled to receive under such plans and programs. At the end of the period of coverage, the Executive shall have the option to have assigned to him at no cost and with no appointment of prepaid premiums, any assignable insurance policy owned by the Employer or the Holding Company and relating specifically to the Executive.
Clause type: interest
 Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the Maximum Lawful Rate. If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Lawful Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Lawful Rate, such Person may, to the extent permitted by Applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.
Clause type: investment-company-act
 Neither the Company nor the Operating Partnership is and, after giving effect to the offering and sale of the Securities and the application of the net proceeds thereof as described in the Registration Statement, the Prospectus and the Time of Sale Information, neither the Company nor the Operating Partnership will be an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Investment Company Act”) or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act.
Clause type: headings
Headings shall be ignored in construing this Trust Deed.
Clause type: payment
 RMEC and the Employees/Consultants agree that RMEC shall pay the Employees/Consultants for the services performed under this Plan by the issuance of shares of its common stock at a price of $.12 per share as set forth in the attached agreements with and/or invoices from the Employees/Consultants; provided, however, such shares of common stock shall be issued pursuant to and shall be subject to the filing and effectiveness of a Registration Statement on Form S-8 covering such shares with the Commission.
Clause type: loans
 Notwithstanding anything herein to the contrary, including Section 6.04, any LC Disbursement by the LC Issuing Bank shall automatically be considered to be a Working Capital Loan Borrowing to the Borrower from the LC Issuing Bank and the other Working Capital Lenders making payments to the LC Issuing Bank in accordance with paragraph (f) of this Section in an amount equal to such Working Capital Lender’s Applicable Percentage of the LC Disbursement. Such Working Capital Loans shall initially be made as Base Rate Loans. All such Working Capital Loans, shall be repaid or prepaid in accordance with Article III.
Clause type: taxes
 The Company and its Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (i) the amount of which, individually or in the aggregate, is not Material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The Company knows of no basis for any other tax or assessment that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of U.S. federal, state or other taxes for all fiscal periods are adequate. The U.S. federal income tax liabilities of the Company and its Subsidiaries have been finally determined (whether by reason of completed audits or the statute of limitations having run) and paid for all fiscal years up to and including the fiscal year ended May 31, 2012.
Clause type: loans
 To request a Loan, a Borrower shall make a telephonic Borrowing Request to the Bank, not later than 12:00 p.m., Kansas City time, the date of the proposed Loan. Such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile or e-mail to the Bank of a duly executed Borrowing Request duly signed by or on behalf of such Borrower. Each such telephonic and written Borrowing Request shall specify: (i) the requested date for such Loan (which shall be a Business Day), and (ii) the amount of such Loan, which shall be in an Approved Amount. Any Loan funded by the Bank pursuant to this Agreement shall be allocated against the Committed Facility Commitment or the Uncommitted Facility Commitment in the discretion of the Bank, provided, at the time of the Bank making any such Loan, the Bank shall provide notice to the applicable Borrower indicating whether such Loan has been allocated against the Committed Facility Commitment or the Uncommitted Facility Commitment.
Clause type: assignment
Any assignment by either Party of any right, obligation, or duty, in whole or in part, or of any interest, without the written consent of the other Party shall be void, except that either Party may assign all of its rights, and delegate its obligations, liabilities and duties under this Agreement, either in whole or in part, to any entity that is, or that was immediately preceding such assignment, a Subsidiary or Affiliate of that Party without consent, but with written notification. The effectiveness of an assignment shall be conditioned upon the assignee's written assumption of the rights, obligations, and duties of the assigning Party.
Clause type: definitions
For all purposes of this Sixth Supplemental Indenture, except as otherwise expressly provided for or unless the context otherwise requires:
Clause type: payment_terms
 All payments made under this Agreement shall be made in United States dollars either: (a) by electronic funds transfer, prepaid, to the bank account designated on the invoice; or (b) by check drawn on a United States bank and delivered to the address indicated on the invoice. Except where otherwise specifically set forth in this Agreement, all payments under this Agreement are due within thirty (30) calendar days from the NAVITAIRE invoice date. Service Fees as stated in Exhibits A, B, F, G, H and J will be invoiced at the end of each month for the higher of the Service Fees for the Monthly Minimum Passengers Boarded Guarantees listed In the monthly recurring Service Fees, Exhibit A, Section 8 for the Hosted Services for that month or the actual number of Passenger Boarded for that month. Any amounts not paid when due will bear interest at the lesser of: (a) ***** per month; or (b) the maximum rate allowable by law. In addition to any interest charge, any payments due that are more than thirty (30) days late will be subject to an automatic ***** percent late fee. NAVITAIRE may exercise reasonable commercial judgment to change credit or payment terms at any time when, in the sole opinion of NAVITAIRE, Customer’s financial condition or previous payment record so warrants. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
Clause type: payment
 Payment of the purchase price for, and delivery of, the Securities shall be made at the offices of Latham & Watkins LLP, 650 Town Center Drive, 20th Floor, Costa Mesa, California 92626, or at such other place as shall be agreed upon by the Underwriter and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) 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 and the Selling Shareholder (such time and date of payment and delivery being herein called “Closing Time”). Payment shall be made to the Selling Shareholder by wire transfer of immediately available funds to bank accounts designated by the Selling Shareholder against delivery to the Underwriter for the account of the Underwriter for the Securities to be purchased by it. Delivery of the Securities shall be made by issuing the Securities to Cede & Co., a company organized under the laws of the State of New York (“Cede”), as the nominee for the Depository Trust Company (“DTC”), for further credit to the account designated by the Underwriter within DTC, unless the Underwriter shall otherwise instruct. Such payment of the purchase price by the Underwriter will constitute payment on the Securities issued to Cede.
Clause type: entire
Agreement. This Agreement constitutes the full and entire understanding and Agreement among the parties regarding the matters set forth herein. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon the successors, assigns, heirs, executors and administrators of the parties hereto.
Clause type: ownership_of_shares
 Neither Company nor any of its Subsidiaries owns any Shares of Parent Common Stock. Section 3.21
Clause type: assignment
Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned by any party to this Agreement without the prior written consent of the other parties to this Agreement, except that Heartland may assign any of its rights under this Agreement to one or more Subsidiaries of Heartland, so long as Heartland remains responsible for the performance of all of its obligations under this Agreement. Subject to the foregoing, this Agreement and all of the provisions of this Agreement will be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns.
Clause type: loans
 Lend funds belonging to the Company or any Subsidiary to any Member or its Affiliate or to any third party, or extend any person, firm or corporation credit on behalf of the Company or cause any Member Loan to be made to the Company as provided in Section 3.03.
Clause type: base-salary
 As compensation for services to be rendered during the Term pursuant to this Agreement, the Company shall pay the Employee a base salary at the rate of Two Hundred Seventy Thousand Dollars ($270,000) per annum (the "Base Salary"), which amount shall be reviewed not less frequently than annually and which may be increased but not decreased by action of the Board of Directors of the Company or the Compensation Committee (as defined in Section 3.2 hereof) in a manner consistent with the treatment of other employees of the Company as approved by the Compensation Committee and payable currently in equal biweekly installments or otherwise in accordance with the payroll policies of the Company as from time to time in effect.
Clause type: investment-company-act
 The Investment Company Act of 1940, as amended. (g)
Clause type: investment-company-act
 Purchaser is not, and upon completion of the Transaction will not be, subject to registration as an investment company under the Investment Company Act of 1940, as amended, and the rules and regulations thereunder.
Clause type: investment-company-act
 Seller is not an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. Seller is not subject to any Federal or state statute or regulation which limits its ability to incur indebtedness.
Clause type: counterparts
This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
Clause type: representations
and Warranties. Each of the representations and warranties made by each Loan Party in or pursuant to any Loan Document (i) that is qualified by materiality shall be true and correct, and (ii) that is not qualified by materiality, shall be true and correct in all material respects, in each case, on and as of such date as if made on and as of such date, except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date.
Clause type: counterparts
This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original.
Clause type: dividends
 (a) Prior to the termination of this Agreement, the holder of each Trust Interest shall be entitled to receive payments equal to the cash dividends, if any, received by the Trustee upon a like number and class of shares of the Company's capital stock as is called for by each such Trust Interest. If any dividend in respect of the stock deposited with the Trustee is paid, in whole or in part, in the Company's stock having general voting powers, the Trustee shall likewise hold, subject to the terms of this Agreement, the certificates for stock which are received by him on account of such dividend. The holder of each Trust Interest representing stock on which such stock dividend has been paid shall be entitled to receive a Trust Interest issued under this Agreement for the number of shares and class of stock received as such dividend with respect to the shares represented by such Trust Interest. Holders entitled to receive the dividends described above shall be those registered as such on the Trustee's transfer books at the close of business on the day fixed by the Company for the taking of a record to determine those holders of its stock entitled to receive such dividends, or if the Trustee has fixed a date, as hereinafter in this paragraph provided, for the purpose of determining the holders of Trust Interests entitled to receive such payment or distribution, then registered as such at the close of business on the date so fixed by the Trustee.
Clause type: investments
 Unless the Fund receives the prior written consent of each Purchaser (such consent to be determined in the good faith discretion of each Purchaser), the Fund (1) will invest at least 80% of its Managed Assets in securities that, at the time of investment, were rated within the four highest grades (Baa or BBB or better) by Moody’s, S&P or Fitch or, if unrated, determined by PIMCO to be of comparable quality; and (2) may invest up to 20% of its Managed Assets in municipal securities that, at the time of investment, are rated Ba/BB or B by Moody’s, S&P or Fitch or, if unrated, determined by PIMCO to be of comparable quality. Any breach of this Section 6.11 is subject to cure within 30 calendar days of discovery thereof or written notice by any Holder.
Clause type: esop
 Following the date of this Agreement, Company may establish an employee stock option plan (the "Plan") and reserve such number of common stocks for issuance under such plan up to a maximum of ten (10%) percent of the issued and outstanding capital stock of the Company at the date of this Agreement. All terms of the Plan shall be determined by Company's Board following the date of this Agreement.
Clause type: severability
If, for any reason, any provision of this Agreement, or any part of any provision, is held invalid, such invalidity shall not affect any other provision of this Agreement or any part of such provision not held so invalid, and each such other provision and part thereof shall to the full extent consistent with law continue in full force and effect.
Clause type: headings
The headings of the sections of this Guaranty are inserted for purposes of convenience only and shall not be construed to affect the meaning or construction of any of the provisions hereof.
Clause type: taxes
 The Company has filed within the time and manner prescribed by law all foreign, federal, state, county and local income, gross receipts, excise, property, sales, use, transfer, employment and other tax returns or reports which are required to be filed by, or with respect to, it and such returns or reports are true and correct in all material respects. The Company has paid all taxes, interest, penalties, assessments or deficiencies shown as due and payable on such reports. The charges, accruals, and reserves for unpaid taxes on the books of the Company as of the Balance Sheet Date, are sufficient in all respects for the payment of all unpaid federal, foreign, state, county and local taxes of the Company accrued for or applicable to all periods ended on or before that date. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes, including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes, required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers of authorized depositaries. There are no outstanding waivers or extensions of time with respect to the assessment or audit of any tax or tax return of the Company, or claims pending or matters under discussion with any taxing authority with respect to any tax liability of the Company. The Company's federal and state tax returns have not been audited nor has the Company received notice of any audit of federal, state or local income or excise tax returns of the Company and, to the best knowledge of Seller, no properties of any kind of the Company which serve as a basis for the imposition of a tax have been or are in the process of being appraised, examined or reassessed since the filing of the most recent return relating to, or the payment of, such a tax. The Company has elected pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as an S corporation. The Company has not elected to be treated as a collapsible corporation pursuant to Section 341(f) of Section 1362(a) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation, or amortization) that would have a material affect on the business, properties, prospects, or financial condition of the Company.
Clause type: investment-company-act
 Credit Parties are not an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, nor are they controlled by such a company.
Clause type: assignment
The Company will have the right at all times to assign any of its rights or obligations under this Indenture to a direct or indirect wholly owned Subsidiary of the Company, provided that, in the event of any such assignment, the Company will remain liable for all such obligations. Subject to the foregoing, this Indenture is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Indenture may not otherwise be assigned by the parties hereto.
Clause type: shares
 (i) The Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive rights, resale rights, rights of first refusal or similar rights. The Shares, when issued and delivered against payment therefor in accordance with the terms of this Agreement, will be free of any restriction upon the voting or transfer thereof pursuant to the Company’s constitutive documents or any agreement or other instrument to which the Company is a party. (ii) The Shares, when issued, are freely transferable to or for the account of the several Underwriters and the initial purchasers thereof, and, except as described in the Time of Sale Prospectus and the Prospectus, there are no restrictions on subsequent transfers of the Shares under the laws of the Cayman Islands, the PRC, Hong Kong or the United States.
Clause type: payment
 Tenant's Share of the premiums for the insurance obtained by Landlord pursuant to Paragraph 14.2 shall be deemed an Operating Expense hereunder. Upon request by Tenant, Landlord shall consult with Tenant and reasonably cooperate with Tenant to achieve the mix of premium amounts and deductible amounts for such insurance that are satisfactory to Tenant; provided that, Landlord's determination of the amounts thereof shall be final and Tenant's comments regarding same shall be advisory only. Tenant shall pay to Landlord the entire amount of any deductibles and other amounts not paid by Landlord's insurance carriers relating to claims under Landlord's insurance policies resulting from the acts or omissions of Tenant, or its agents, employees, and invitees. Tenant shall pay such deductibles to Landlord within thirty (30) days after receipt by Tenant of a copy of reasonable evidence of the amount due. Notwithstanding the foregoing, Landlord may obtain liability insurance and property insurance for the Project separately, or together with other buildings and improvements under blanket policies of insurance. In the latter case Tenant shall be liable for only such portion of the premiums for such blanket policies as are allocable to the Premises, as reasonably determined by the insurer or Landlord. If the term of this Lease does not commence or expire concurrently with the commencement or expiration, respectively, of the period covered by such insurance, Tenant's liability for premiums shall be prorated on an annual basis.
Clause type: entire
Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. The parties mutually agree that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement.
Clause type: loans
 Any Loan in the currency of a participating member state shall be made in the euro unit.