bhaskrr/legal-clauses huggingface dataset:
Clause type: indemnification
Each Lender shall, ratably in accordance with its Pro Rata Share of all of the then applicable Commitments (if any of the Commitments are then in effect) and/or in accordance with its proportion of the aggregate Indebtedness then evidenced by the Notes (if all of the Commitments have then been terminated), indemnify and hold the Administrative Agent and its directors, officers, agents, employees and attorneys harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable attorneys’ fees and disbursements and allocated costs of attorneys employed by the Administrative Agent) that may be imposed on, incurred by or asserted against it or them in any way relating to or arising out of the Loan Documents (other than losses incurred by reason of the failure of Borrower to pay the Indebtedness represented by the Notes) or any action taken or not taken by it as Administrative Agent thereunder, except such as result from its own gross negligence or willful misconduct. Without limitation on the foregoing, each Lender shall reimburse the Administrative Agent upon demand for that Lender’s Pro Rata Share of any out-of-pocket cost or expense incurred by the Administrative Agent in connection with the negotiation, preparation, execution, delivery, amendment, waiver, restructuring, reorganization (including a bankruptcy reorganization), enforcement or attempted enforcement of the Loan Documents, to the extent that Borrower or any other Party are required by Section 11.3 to pay that cost or expense but fails to do so upon demand. Nothing in this Section 10.7 shall entitle the Administrative Agent or any indemnitee referred to above to recover any amount from the Lenders if and to the extent that such amount has theretofore been recovered from Borrower. To the extent that the Administrative Agent or any indemnitee referred to above is later reimbursed such amount by Borrower, it shall return the amounts paid to it by the Lenders in respect of such amount.
Clause type: taxes
 Any taxes, fees and other governmental charges in connection with the execution and delivery of this Agreement or the execution, delivery and sale of the Shares have been or will be paid when due.
Clause type: ownership_of_shares
 Dell beneficially owns 175,514,272 Class B Pivotal Shares, 44,208162 of which are held of record by VMware and 131,306,110 of which are held of record by EMC LLC. All such securities are free and clear of any Liens (other than Permitted Liens) and no person (other than Dell or one of its controlled affiliates) has a right to acquire any of such securities. Dell further acknowledges and agrees that any Class B Pivotal Shares held directly by VMware shall not be entitled to receive the Class B Merger Consideration and will be included in the Excluded Class B Shares. As of the date hereof, other than aforementioned Class B Pivotal Shares, Dell does not own beneficially or of record any (i) shares of capital stock or voting securities of Pivotal, (ii) securities of Pivotal convertible into or exchangeable for shares of capital stock or voting securities of Pivotal or (iii) options or other rights to acquire from Pivotal any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Pivotal.
Clause type: interest
 (a) The unpaid principal amount of each ABR Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable Margin for ABR Loans plus the ABR, in each case, in effect from time to time.
Clause type: headings
The section headings hereof have been inserted for convenience of reference only and shall not define or limit any of the terms or provisions hereof.
Clause type: interest
 Portions of the Loan shall bear interest on the outstanding principal amount thereof in accordance with the following provisions:
Clause type: base-salary
 During the Term, the Company shall pay Executive a base salary at a rate not less than Two Hundred Ninety-One Thousand Six Hundred Dollars and Zero Cents ($291,600.00) per year, less any and all lawful withholdings or deductions, payable in accordance with the payroll practices of the Company for its executives, and subject to increases from time to time as may be approved by the Board (“Base Salary”).
Clause type: investment-company-act
 None of the Company or its Subsidiaries is or, after giving effect to the Offering and the application of the proceeds thereof as described in the Pricing Disclosure Package and the Prospectus, will be, required to register as an “investment company,” as defined in the Investment Company Act of 1940, as amended.
Clause type: headings
The use of headings herein is solely for the convenience of indexing the various paragraphs hereof and shall in no event be considered in construing or interpreting any provision of this Lease.
Clause type: compensation
 Notwithstanding anything to the contrary contained in Sections 3(c)(i) and (ii) of this Agreement, subject to the Executive’s continued employment with the Firm, during the Schedule Term, the Executive shall be entitled to receive (i) an annual base salary of not less than $750,000 (“Base Salary”) and (ii) so long as the Executive remains employed by the Firm through the end of the applicable fiscal year of Lazard (except as otherwise provided below in this Schedule I), an annual bonus to be determined under the terms of the applicable annual bonus plan of Lazard on the same basis as annual bonuses are determined for other executive officers of PubliCo, with such annual bonus to be paid in the same ratio of cash to equity awards as is applicable to executives of the Firm receiving annual bonuses at a level comparable to the annual bonus of the Executive. For purposes hereof, the term Base Salary shall refer to Base Salary as in effect from time to time, including any increases thereto. Notwithstanding anything to the contrary contained in Section 3(c)(iv) of this Agreement, subject to the Executive’s continued employment with the Firm, the Executive shall continue to be eligible to participate in the employee retirement and welfare benefit plans and programs of the type made available to the senior most executives of the Firm generally, in accordance with their terms and as such plans and programs may be in effect from time to time, including, without limitation, savings, profit-sharing and other retirement plans or programs, 401(k), medical, dental, flexible spending account, hospitalization, short-term and long-term disability and life insurance plans.
Clause type: now
THEREFORE in consideration of the mutual promises and covenants set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Clause type: investments
 Not purchase, invest in or otherwise acquire or hold Securities including, without limitation, capital stock (including closely held stock) and evidences of indebtedness of, or make loans or advances to, or enter into any arrangement for the purpose of providing funds or credit to, any other person or entity (including, without limitation, all Affiliates of the Borrower), except investments in short-term obligations of the United States and certificates of deposit issued by the Bank or any Bank Affiliate.
Clause type: dividends
 The Fund sends instructions regarding each dividend to be paid. The TA is responsible for executing the processes to accurately reinvest or pay out each shareholder's dividend in accordance with their pre-existing instructions. Shareholders may also invest the dividends from one Fund into another Fund or they may receive their dividends through ACH. Checkwriting The Checkwriting department coordinates daily funding of checkwriting redemption money movements, screens drafts for compliance with draft payment policies including signature verification, and places outbound shareholder calls during tax season to minimize the frequency of rejected drafts made payable to the Internal Revenue Service.
Clause type: interest
 The outstanding principal balance of the Line of Credit shall bear interest at the rate of interest set forth in the Line of Credit Note.
Clause type: ownership_of_shares
 The Vendor is the registered and beneficial holder of the Shares with good and marketable title thereto, free and clear of all Encumbrances. All the Shares are duly authorized, validly issued, fully paid and non-assessable and the Shares owned by the Vendor constitute all of the issued and outstanding shares of the Corporation. No Person has, or has any right capable of becoming, any agreement, option, right or privilege for the purchase or other acquisition of any of the Shares from the Vendor or any of the shares of the Corporation or any of the Subsidiaries.
Clause type: base-salary
 During the Term of Employment, Executive will be entitled to receive an annualized base salary (the “Base Salary”) of not less than $250,000. The Base Salary shall be paid in accordance with REIT Operator’s normal payroll practices, but no less often than semi-monthly.
Clause type: miscellaneous
6. This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
Clause type: headings
The subject headings of the sections in this Agreement are included for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. This Agreement shall be deemed to have been drafted by both parties and no purposes of interpretation shall be made to the contrary.
Clause type: loans
 From time to time on or after the date hereof and prior to the Maturity Date, each Lender shall make Loans under this Section to the Borrower in an aggregate principal amount at any one time outstanding up to but not exceeding such Lender’s Commitment. Subject to the conditions herein, any such Loan repaid prior to the Maturity Date may be reborrowed pursuant to the terms of this Agreement.
Clause type: confidentiality
Each Agent and each Lender agrees to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent or any Lender from disclosing any such information (a) to any Agent, any Lender or any affiliate of any Lender or any Approved Fund, (b) to any Transferee or prospective Transferee that agrees to comply with the provisions of this Section, (c) to its employees, directors, agents, attorneys, accountants and other professional advisors or those of any of its affiliates who have a need to know, (d) upon the request or demand of any Governmental Authority, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (f) if requested or required to do so in connection with any litigation or similar proceeding, (g) that has been publicly disclosed, (h) any nationally recognized rating agency that requires access to information about a Lender's investment portfolio in connection with ratings issued with respect to such Lender, (i) in connection with the exercise of any remedy hereunder or under any other Loan Document, or (j) to any direct or indirect contractual counterparty in swap agreements or such contractual counterparty's professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 9.15).
Clause type: compensation
 If the Executive’s employment with the Company terminates during the Term, the Executive shall be entitled to the following benefits:
Clause type: insurance
SMC shall maintain a fidelity bond covering larceny and embezzlement and an insurance policy with respect to directors and officers errors and omissions coverage in amounts that are appropriate in light of its duties and responsibilities hereunder. Upon the request of the Company, SMC shall provide evidence that coverage is in place. SMC shall notify the Company should its insurance coverage with respect to professional liability or errors and omissions coverage be canceled. Such notification shall include the date of cancellation and the reasons therefore. SMC shall notify the Company of any material claims against it with respect to services performed under this Agreement, whether or not they may be covered by insurance, and shall notify the Company should the total outstanding claims made by SMC under its insurance coverage materially impair, or threaten to materially impair, the adequacy of its coverage.
Clause type: loans
 The Revolving Credit Loans and the Swingline Loans.
Clause type: capitalization
 The capitalization of the Company is as described in the Company's most recent periodic report filed with the Commission. The Company has not issued any capital stock since such filing other than pursuant to the exercise of employee stock options under the Company's stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company's employee stock purchase plan and pursuant to the conversion or exercise of outstanding Common Stock Equivalents. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the shares of Preferred Stock. Except as disclosed in the SEC Reports, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company's capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company's stockholders.
Clause type: interest
 All computations of interest based on the Base Rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate or with respect to Uncommitted Advances and all computations of interest pursuant to Section 2.06 shall be made by the Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Each determination by the Reference Bank of an interest rate for any Committed Advance hereunder shall be conclusive and binding for all purposes, absent manifest error.
Clause type: payment_terms
 Adaptec shall bill Roxio monthly for all charges pursuant to this Agreement. Such bills shall be accompanied by reasonable documentation or other reasonable explanation supporting such charges. Roxio shall pay Adaptec for all Services provided hereunder within forty-five (45) days after receipt of an invoice therefor. Late payments shall bear interest at the lesser of 12% per annum or the maximum rate allowed by law.
Clause type: ownership_of_shares
 The Shares are owned legally and beneficially by Stockholder, free and clear of any liens, charges, pledges, claims, security interests or other rights of third parties. Stockholder has good and marketable title to the Shares and has the absolute right, power and capacity to sell, assign and transfer the Shares to RSL free and clear of any liens, encumbrances, security interests or other restrictions (other than restrictions imposed generally by state and federal securities laws with respect to unregistered securities).
Clause type: counterparts
This Trademark Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Trademark Security Agreement by signing and delivering one or more counterparts.
Clause type: interest
 The Parties agree that all sums owed or payable by Licensee to Licensor hereunder shall bear interest at 10% (ten percent) annually on the last day of the calendar quarter for which such royalties are due. Notwithstanding the foregoing, such specified rate of interest shall not excuse or in any way whatsoever be construed as a waiver of Licensee’s express obligation to timely provide any and all payments due to Licensor hereunder.
Clause type: investment-company-act
 The Company is not subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
Clause type: taxes
 (i) Except to the extent required by applicable Law, any and all payments and deposits required to be made hereunder, under any other Transaction Document or under any instrument delivered hereunder or thereunder to any Affected Party or otherwise hereunder or thereunder by any Seller or the Servicer shall be made free and clear of, and without withholding or deduction for, any and all present or future Indemnified Taxes. If any Seller or the Servicer shall be required by applicable Law to make any such withholding or deduction, (A) such Seller (or the Servicer, on its behalf) shall make an additional payment to such Affected Party, in an amount sufficient so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section 3.3(e)), such Affected Party receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (B) such Seller (or the Servicer, on its behalf) shall make such deductions and (C) such Seller (or the Servicer, on its behalf) shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Law.
Clause type: severability
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party or such party waives its rights under this Section 6.7 with respect thereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated by this Agreement are fulfilled to the extent possible.
Clause type: loans
 Make, or permit any Subsidiary of Borrowers to make, any loans or other advances of money (other than for salary, travel advances, advances against commissions and other similar advances in the ordinary course of business) to any Person; provided, however, that Borrowers and Guarantors may (i) memorialize existing accounts receivable as instruments (provided such accounts receivable shall not be Eligible Accounts), (ii) make loans to customers in the normal course of business and on appropriate commercial terms and security to assist customers in opening stores and (iii) accept promissory notes for loans to their customers in the normal course of business and on appropriate commercial terms and security, in each case, to the extent not prohibited by the terms of this Agreement and Borrowers may make loans or other advances of money between and among the Borrowers and the Guarantors in the ordinary course of business.”
Clause type: loans
 Notwithstanding any provision to the contrary set forth in the Transaction Documents (including, without limitation, clause (s) of the definition of “Eligible Loan” in Annex X), the Guarantor (i) shall not permit any Seller to sell, transfer, assign or otherwise convey any Loan to the Company under the Sale Agreement that has a maturity in excess of six (6) years and (ii) shall either cause a Seller, the Company or the Trustee to demand repayment of all outstanding principal and accrued interest under each Loan or cause a Seller to refinance such amounts by making a new Loan to the applicable Obligor within six (6) years from the date of such Loan.
Clause type: headings
Each and all of the headings contained in this Agreement are for reference purposes only and shall not in any manner whatsoever affect the construction or interpretation of this Agreement or be deemed a part of this Agreement for any purpose whatsoever.
Clause type: miscellaneous
No provision of this Agreement may be waived, modified or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement.
Clause type: definitions
As used in this Agreement, the following terms have the meanings specified or referred to in this Section 9.
Clause type: capitalization
 The authorized capital stock of GTEC consists of 200,000,000 shares of common stock, $.001 par value of which 23,325,000 shares are presently issued and outstanding and 20,000,000 shares of preferred stock, of which none are issued and outstanding.. Except as indicated in Schedule 3.14 hereto, GTEC has not granted, issued or agreed to grant, issue or make available any warrants, options, subscription rights or any other commitments of any character relating to the issued or unissued shares of capital stock of GTEC.
Clause type: board
 Subject to Article 5 of this Agreement, the business and affairs of the Company shall be managed by or under the direction of a Board of two or more Directors. A person elected a Director is by such election designated a Manager by the Members for purposes of the Act. The authorized number of Directors may be increased or decreased by the Members or the Directors. The Directors shall be elected by the Members, except as provided in this Article, and each Director elected shall hold office until a successor is elected and qualified or until such Director’s earlier death, resignation or removal. Directors need not be Members. Vacancies, including vacancies caused by removal pursuant to Section 6.6, and newly created directorships resulting from any increase in the authorized number of Directors, may be filled by the Members.
Clause type: investment-company-act
 No Obligor is an "investment company" within the meaning of the United States INVESTMENT COMPANY ACT OF 1940 .