bhaskrr/legal-clauses huggingface dataset:
Clause type: capitalization
 (a) The authorized capital stock of the Seller consists of 80,000,000 shares of common stock, $0.0001 par value per share, of which 44,290,216 shares are issued and outstanding as of the date hereof, and 10,000,000 shares of preferred stock, $0.0001 par value per share, issuable in one or more classes or series, with such relative rights and preferences as the Board of Directors may determine, none of which has been authorized for issuance other than 1611 shares that have been designated Series A Cumulative Convertible Preferred Stock, of which no shares are outstanding immediately prior to the execution of this Agreement.
Clause type: investment-company-act
 Such Originator is not a company required to be registered as an “investment company” under the Investment Company Act of 1940, as amended.
Clause type: indemnification
If any Registrable Securities are included in a registration statement under this Section 2:
Clause type: loans
 (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon a Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone by an Authorized Officer. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Authorized Officer of such Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Section 2.2(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether such Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If a Borrower fails to specify a Type of Loan in a Loan Notice or if a Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.
Clause type: ownership_of_shares
 LCI owns directly or indirectly all of the issued and outstanding capital stock of Television, and Television owns directly all of the issued and outstanding capital stock of Travel. LCI owns directly or indirectly all of the issued and outstanding capital stock of The Weather Channel, Inc. Neither LCI nor any Affiliate of LCI owns any shares of Class A Common Stock. Notwithstanding the foregoing, LCI could be deemed to be the beneficial owner of securities of PCC by virtue of its investment in one or more of the following limited partnerships (which in turn own securities of PCC): Sandler Mezzanine Partners, L.P., Sandler Mezzanine T-E Partners, L.P., and Sandler Mezzanine Foreign Partners, L.P. (collectively, the "Sandler Partnerships"). The foregoing shall not be considered an acknowledgment of beneficial ownership of such securities by LCI.
Clause type: payment
 7.6.1 Any payments pursuant to Clause 7.3 or 7.4, and any interest payable pursuant to Clause 7.5, shall be made on or before the Final Payment Date.
Clause type: taxes
 (a) Unless required by applicable law, all payments made by the Borrower under this Agreement, the Notes and the other Basic Agreements shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, including any interest, additions to Tax or penalties applicable thereto (collectively, “Taxes”). If any Indemnified Taxes are required to be withheld from any amounts payable to an Indemnitee hereunder or under a Note, the amounts so payable to such Indemnitee shall be increased to the extent necessary to yield to such Indemnitee (after payment of all Indemnified Taxes) the amount that would have been received by the Indemnitee had such Indemnified Taxes not been imposed. Whenever any withholding Taxes are payable by the Borrower, as promptly as possible thereafter, the Borrower shall send to the Agent official receipts for such Taxes or other evidence of such payment reasonably acceptable to the Agent. If the Borrower fails to pay any withholding Taxes when due to the appropriate taxing authority, the Borrower shall indemnify the relevant Indemnitee for any Indemnified Taxes paid by the Indemnitee and for any incremental Taxes that may become payable by such Indemnitee as a result of any such failure. The agreements in this subsection shall survive the termination of this Agreement and the payment of the Loan and all other amounts payable hereunder or under a Note.
Clause type: loans
 (a) Subject to the terms and provisions of this Agreement, Lender ----- will make such loans to Borrower as from time to time Lender elects to make which are secured by Borrower's Collateral and the proceeds thereof. The aggregate unpaid principal of all such loans outstanding at any one time shall not exceed the lesser of (a) One Million and 00/l00 Dollars (U.S. $l,000,000.00) (the "Advance Limit") or (b) Eighty percent (80.0%) of the unpaid face amount of Qualified Accounts, as defined below, (or such other percentages thereof as may from time to time be fixed by the Lender upon notice to Borrower), plus Fifty percent (50.0%) of the cost or market value, whichever is lower, of all Eligible Inventory, as defined below, (hereinafter called the "Inventory Value"), but in no event shall Inventory Value be in excess of Four Hundred Thousand and 00/l00 Dollars (U.S. $400,000.00). The sum produced by applying at any given time the then prevailing percentages to the Inventory Value and to the total of Qualified Accounts is herein called the "Borrowing Base". All such loans shall bear interest, and where appropriate under the Lender's prevailing policy shall bear a service charge at the rate agreed on from time to time by the parties, which shall be conclusively evidenced by the Lender's records of disbursements and repayments. The Borrower's loans are presently evidenced by that certain Cognovit Secured Revolving Credit Note ("Secured Note") bearing even date herewith. The unpaid principal balances of the Borrower's loans shall bear interest from the date hereof upon disbursed and unpaid principal balances (calculated on the basis of a year of 360 days) at a rate per annum which shall, from day to day, be equal to Two percent (2.0%) per annum, plus the rate for commercial loans announced from time to time in the United States as its prime rate ("Prime Rate") by Bank, each change in the rate to be charged hereon to become effective, without notice to the Borrower, on the effective date of each change in the Prime Rate, and interest shall be payable monthly in arrears on the first day of each month, commencing on the first day of December, 1998. The Prime Rate is a reference rate and is not necessarily the lowest rate charged by Lender or Bank for extensions of credit. The Bank's Prime Rate is, as of the date hereof, Eight percent (8.0%) per annum. Lender may, at its option, add such interest and all Lender expenses to Borrower's loan account with Lender, which am...
Clause type: definitions
Capitalized terms used but not otherwise defined herein shall have the definitions set forth in Appendix A hereto. For purposes hereof:
Clause type: base-salary
 The Company shall pay to Executive a base salary (“Base Salary”) of $300,000 per year, payable in accordance with the payroll policies from time to time in effect at the Company. Executive’s Base Salary may be subject to increase (but shall not be subject to decrease) on an annual basis as the Board of Directors shall determine.
Clause type: base-salary
 During the term of Executive’s employment hereunder, the Company shall pay Executive a salary at the annual rate of $457,885 or such greater amount as the Board may from time to time establish pursuant to the terms hereof (the “Base Salary”). Such Base Salary shall be reviewed annually and may be increased, but not decreased, by the Board in its sole discretion. The Base Salary shall be payable in accordance with the Company’s customary payroll practices for its senior management personnel.
Clause type: investments
 No Credit Party will, or will permit any Subsidiary of a Credit Party to, make Investments, except that (a) any Borrower may purchase or otherwise acquire and own and may permit any of its Subsidiaries to purchase or otherwise acquire and own Cash Equivalents, subject to control agreements in favor of the Administrative Agent for the benefit of the Lender Group or otherwise subject to a perfected Lien in favor of the Administrative Agent for the benefit of the Lender Group, subject to Permitted Liens; (b) the Borrowers may hold the Investments in existence on the Agreement Date and described on Schedule 5.1(c)-2; (c) so long as no Default exists, the Borrowers may convert any of their Accounts that are past due into notes or Equity Interests from the applicable Account Debtor so long as the Administrative Agent, for the benefit of the Lender Group, has a first priority security interest in such Equity Interests or notes which Lien is perfected contemporaneously with the conversion of such Account to Equity Interests or notes; (d) the Credit Parties and their Subsidiaries may hold the Equity Interests of their respective Subsidiaries in existence as of the Agreement Date and their Subsidiaries created after the Agreement Date in accordance with Section 6.20 and Section 8.7(i); (e) without limiting Section 8.2, any Credit Party may make Investments in any other Credit Party; (f) the Credit Parties may hold Investments arising out of Hedge Agreements not entered into for speculative purposes and approved by the Administrative Agent; (g) the Credit Parties may make acquisitions permitted under Section 8.7(d); (h) the Credit Parties may hold debt instruments given as partial consideration for any sale of assets permitted under Section 8.7(b); and (i) Investments in Persons created as part of joint ventures in an amount not to exceed $250,000 in the aggregate.
Clause type: entire
Agreement. This Option Agreement (including these Terms) and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Option Agreement may be amended pursuant to Section 8.6 of the Plan. Such amendment must be in writing and signed by the Corporation. The Corporation may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Grantee hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.
Clause type: governing
Law. This Agreement is governed by the bylaws of the Credit Union, federal laws and regulations, the laws and regulations of the state of Texas, and local clearinghouse rules, as amended from time to time. Any disputes regarding this Agreement shall be subject to the jurisdiction of the court of the county in which the Credit Union is located.
Clause type: compensation
 The Board of Directors shall have authority to determine from time to time the amount of compensation, if any, which shall be paid to its members for their services as directors and as members of standing or special committees of the Board. The Board shall also have power in its discretion to provide for and to pay to directors rendering services to the Corporation not ordinarily rendered by directors as such, special compensation appropriate to the value of such services as determined by the Board from time to time. Nothing in these Bylaws shall be construed to preclude any directors from serving the Corporation in any capacity other than as a director and receiving compensation therefor.
Clause type: base-salary
 The Company shall pay Executive an annual base salary (as adjusted from time to time as provided herein, the “Base Salary”) in periodic installments in accordance with the Company’s customary payroll practices and applicable wage payment laws, but no less frequently than monthly. From the execution of the Agreement until August 31, 2020, Base Salary was $275,000 US. In connection with the Company’s response to the COVID-19 pandemic, with Executive’s consent, effective September 1, 2020, Executive’s Base Salary was reduced to $253,000 US and shall remain at such amount until July 1, 2021 at which time the Base Salary shall increase to $300,000 US, provided, the compensation committee of the Board (the “Compensation Committee”) may cause such increase to occur sooner in its discretion. Generally, Executive’s Base Salary shall be reviewed at least annually by the Compensation Committee, and it may, but shall not be required to, increase Executive’s Base Salary at any time during the Employment Term. Executive’s Base Salary shall be adjusted to $330,000 US on January 1, 2022.”
Clause type: payment
 Payment of the acquisition price for, and delivery of certificates (if any) for, the Initial Securities shall be made at the offices of Davis Polk & Wardwell LLP, or at such other place as shall be agreed upon by the Representatives and the Company and the Selling Shareholders, at In addition, in the event that any or all of the Option Securities are acquired by the Underwriters, payment of the acquisition price for, and delivery of certificates (if any) for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company and the Selling Shareholders, on each Date of Delivery as specified in the notice from the Representatives to the Company and the Selling Shareholders. Payment shall be made to the Selling Shareholders by wire transfer of immediately available funds to bank accounts designated by the Custodian pursuant to each Selling Shareholder’s Power of Attorney and Custody Agreement against delivery to [Barclays] for the respective accounts of the Underwriters of certificates (if any) for the Securities to be acquired by them. It is understood that each Underwriter has authorized [Barclays], for its account, to accept delivery of, receipt for, and make payment of the acquisition price for, the Initial Securities and the Option Securities, if any, which it has agreed to acquire. [Barclays], individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the acquisition price for the Initial Securities or the Option Securities, if any, to be acquired by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.
Clause type: insurance
Maintain, and cause each of its Subsidiaries to maintain, insurance with financially sound and reputable insurance companies or associations in such amounts and covering such risks as are usually carried by companies engaged in the same or similar businesses and similarly situated.
Clause type: insurance
Keep its insurable properties (including but not limited to the Collateral) adequately insured and maintain (a) insurance against fire and other risks customarily insured against under an "all-risk" policy and such additional risks customarily insured against by companies engaged in the same or a similar business to that of the Borrower, (b) necessary worker's compensation insurance, (c) public liability and product liability insurance, and (d) such other insurance as may be required by law or as may be reasonably required in writing by the Bank, all of which Insurance shall be in such amounts, containing such terms, in such form, for such purposes, prepaid for such time period, and written by such companies as shall be satisfactory to the Bank. All such policies shall contain a provision whereby they may not be canceled or amended except upon thirty (30) days' prior written notice to the Bank. The Borrower will promptly deliver to the Bank, at the Bank's request, evidence satisfactory to the Bank that such insurance has been so procured and, with respect to casualty insurance, made payable to the Bank. If the Borrower fails to maintain satisfactory insurance as herein provided, the Bank shall have the option to do so, and the Borrower agrees to repay the Bank upon demand, with interest at the Prime-based Rate then in effect for the Revolving, all amounts so expended by the Bank. The Borrower hereby appoints the Bank or any employee or agent of the Bank as the Borrower's attorney-in-fact, which appointment is coupled with an interest and irrevocable, and authorizes the Bank or any employee or agent of the Bank, on behalf of the Borrower, to adjust and compromise any loss under said insurance and to endorse any check or draft payable to the Borrower in connection with returned or unearned premiums on said insurance or the proceeds of said insurance, and any amount so collected shall be applied toward repair and/or replacement of the Collateral to which such casualty occurred or satisfaction of the Indebtedness in accordance in accordance with the provisions governing such application in the Documents pursuant to which Bank's Liens on such Collateral were granted.
Clause type: assignment
Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Participant.
Clause type: vesting
 Except as provided in this Paragraph 3 and in Paragraphs 4 and 6, you shall become vested in the RSUs, and the Shares underlying the RSUs shall be delivered, on the fourth anniversary of the Date of Grant specified at the end of this Award Agreement (the “Scheduled Vesting Date”). Except as provided in Paragraph 6, if your Employment terminates for any reason prior to the Scheduled Vesting Date, your rights in respect of all of your RSUs shall terminate, and no Shares (or securities or other property) shall be delivered in respect of such RSUs.
Clause type: capitalization
 As of the date hereof, Seller owns the Shares, which shares represent 100% of the authorized, issued and outstanding capital stock of the Company. The Shares are duly authorized, validly issued, fully-paid, non-assessable and free and clear of any Liens.
Clause type: assignment
This Agreement cannot be assigned by Executive. The Company may assign this Agreement only to a successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and assets of the Company provided such successor expressly agrees in writing reasonably satisfactory to Executive to assume and perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession and assignment had taken place. Failure of the Company to obtain such written agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement.
Clause type: whereas
Santander Consumer is willing to service such motor vehicle receivables and related property on behalf of the Issuer;
Clause type: representations
and Warranties. The Closing Date Acquisition Agreement Representations shall be true and correct on and as of the Closing Date and the Specified Representations shall be true and correct in all material respects on and as of the Closing Date, except in the case of any Specified Representation which expressly relates to a given date or period, in which case, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be; provided that to the extent that any of such representations and warranties are qualified by or subject to a materiality, “material adverse effect”, “material adverse change” or similar term or qualification, (x) the definition thereof shall be a Material Adverse Effect for purposes of any such representations and warranties made or deemed made on, or as of, the Closing Date (or any date prior thereto) and (y) such representations and warranties shall be true in all respects.
Clause type: investment-company-act
 Neither the Company nor any Subsidiary is nor immediately after consummation of the transactions will be, required to be registered under the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC thereunder.
Clause type: loans
 The Member may, at any time, make loans to the Company as determined by the Member.
Clause type: headings
The table of contents and the headings of the sections and subsections of this Agreement are inserted for convenience only and will not constitute a part hereof.
Clause type: representations
and Warranties. The Company represents and warrants to the Administrative Agent and the Lenders that: