bhaskrr/legal-clauses huggingface dataset:
Clause type: interest
 Interest accrued on the Revolving Credit Loans shall be due on the earliest of (i) the first calendar day of each month (for the immediately preceding month), computed through the last calendar day of the preceding month, (ii) the occurrence of an Event of Default in consequence of which Lender elects to accelerate the maturity and payment of the Obligations or (iii) termination of this Agreement pursuant to Section 4 hereof.
Clause type: severability
Any provision of this Agreement being held illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such provision not held illegal, invalid or unenforceable, any other provision of this Agreement or any part of such provision in any other jurisdiction.
Clause type: ownership_of_shares
 Seller is the sole record and beneficial ------------------- owner of all of the issued and outstanding Shares, and it has good and valid title to such Shares free and clear of any lien, security interest or encumbrance of any nature and free of any claim by any person to or against such Shares. Seller has the full right, power and authority to sell, assign, transfer and convey the Shares to Purchaser as provided herein.
Clause type: capitalization
 The authorized capital stock of the Company consists of 64,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock ("Company Preferred Stock"). As of September 1, 1997, (i) 28,738,196 shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and 2,500,000 of which are held by Wachovia Bank, N.A. (formerly Wachovia Bank of North Carolina N.A.), as trustee of the trust created pursuant to the Savannah Foods & Industries, Inc. Benefit Trust Agreement (the "Benefit Trust"; shares held by the trustee of the Benefit Trust immediately prior to the Effective Time being referred to herein as the "Benefit Trust Shares"); (ii) 2,568,604 shares of Company Common Stock are held in the treasury of the Company; (iii) 1,250,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options and (iv) 1,000,000 shares of Company Preferred Stock are reserved for issuance pursuant to the Rights Agreement, dated as of March 31, 1989, between the Company and Citizens and Southern Trust Company, as Rights Agent (as amended, the "Company Rights Agreement"). Except for Company Options heretofore granted pursuant to the Company Stock Option Plan or pursuant to agreements or arrangements described in Section 3.03 of the Company Disclosure Schedule and the Preferred Stock Purchase Rights (the "Company Rights") issued pursuant to the Company Rights Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock and Company Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Preferred Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such sha...
Clause type: headings
The headings for each article and section in this Agreement have been inserted for convenience of reference only and are not intended to limit or expand on the meaning of the language contained in the particular article or section.
Clause type: headings
The Article and Section headings, Table of Contents and Table of Exhibits are for reference and convenience only and shall not be considered in the interpretation of this Agreement.
Clause type: miscellaneous
(a) All rights, remedies and powers of Buyer hereunder and in connection herewith are irrevocable and cumulative, and not alternative or exclusive, and shall be in addition to all other rights, remedies and powers of Buyer whether under law, equity or agreement. In addition to the rights and remedies granted to it in this Agreement, to the extent this Agreement is determined to create a security interest, Buyer shall have all rights and remedies of a secured party under the UCC.
Clause type: base-salary
 The Company shall pay Executive a minimum annual salary of one hundred seventy five thousand dollars ($175,000), or in the event of any portion of a year, a pro rata amount of such annual salary. Executive’s salary will be payable as earned in accordance with the Company’s customary payroll practice. Executive shall also be entitled to a merit increase based on his base salary and subsequent to performance review, on his anniversary date beginning on January 3, 2013 and each year thereafter while Executive is employed by the Company.
Clause type: payment_terms
 SunGard shall submit invoices to Customer on a monthly basis for monthly fees and routine expense reimbursements. SunGard shall submit invoices to Customer for any other fees or expense reimbursements as and when incurred. All invoices shall be sent to Customer's address for invoices stated on Schedule A. Customer's payments shall be due within thirty (30) days after receipt of Invoice. Interest at the rate of eighteen percent (18%) per annum (or, if lower, the maximum rate permitted by applicable law) shall accrue on any amount not paid by Customer to SunGard when due under this Agreement, and shall be payable by Customer to SunGard on demand unless subject to a good faith dispute. Except as provided in Sections 6.1 and 6.2(c), all fees and other amounts paid by Customer under this Agreement are non-refundable, unless subject to a good faith dispute.
Clause type: investment-company-act
 Seller is not required to register as an “investment company,” and is not a company “controlled by an investment company,” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: loans
 Borrower shall not (nor shall it permit any of its Restricted Subsidiaries to) lend or advance money, credit, or property to any Person, except for (a) loans to Restricted Subsidiaries; (b) trade credit extended in the ordinary course of business; (c) loans made by Borrower to its members on open account maintained by such members with Borrower or made by Borrower to its members pursuant to its Affiliate Financing CoBank Participation Program; provided that (i) the aggregate principal amount of all such loans outstanding at any time shall not exceed $200,000,000.00, and (ii) the aggregate outstanding principal amount of all such loans retained by Borrower shall not exceed $50,000,000.00; (d) loans made by Fin-Ag, Inc. to agricultural producers, provided that (i) the aggregate outstanding principal amount of all such loans at any time shall not exceed $125,000,000.00, (ii) at all times prior to December 1, 2001, the aggregate outstanding principal amount of all such loans retained by Fin-Ag, Inc. shall not exceed $38,000,000.00, and (iii) at all times on and after December 1, 2001, the aggregate outstanding principal amount of all such loans retained by Fin-Ag, Inc. shall not exceed $25,000,000.00.
Clause type: termination
Other than respect to this Section and Section 8, which shall survive any termination of this Agreement, this Agreement will terminate upon the earliest of (A) the Merger Agreement being ratified and confirmed by the requisite affirmative vote of the shareholders of the Bank, (B) the date of termination of the Merger Agreement in accordance with its terms (the “Expiration Time”); provided that no such termination shall relieve any party hereto from any liability for any breach of this Agreement occurring prior to such termination.
Clause type: definitions
For purposes of the Series A Preferred Shares, the following terms shall have the meanings indicated:
Clause type: now
THEREFORE in consideration of the foregoing, it is hereby agreed as follows:
Clause type: headings
The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement. SCHEDULE I DELAYED DELIVERY CONTRACT _____________, 20__ Dear Sirs: The undersigned hereby agrees to purchase from HCA - THE HEALTHCARE COMPANY (f/k/a Columbia/HCA Healthcare Corporation), a Delaware corporation (the "Company"), and the Company agrees to sell to the undersigned, the Company's securities described in SCHEDULE A annexed hereto (the "Securities"), offered by the Company's Prospectus dated _______________, ____ and Prospectus Supplement dated _____________, ____, the receipt of copies of which by the undersigned is hereby acknowledged, at a purchase price stated in SCHEDULE A, and on the further terms and conditions set forth in this Agreement. The undersigned does not contemplate selling Securities prior to making payment therefor. The undersigned will purchase from the Company Securities in the principal amount and numbers on the delivery dates set forth in SCHEDULE A. Each such date on which Securities are to be purchased hereunder is hereinafter referred to as a "Delivery Date." Payment for the Securities which the undersigned has agreed to purchase on each Delivery Date shall be made to the Company or its order by certified or official bank check in New York Clearing House funds at the office of ____________, New York, N.Y., at 10:00 a.m. (New York time) on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned on the Delivery Date, in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the Company not less than five full business days prior to the Delivery Date.
Clause type: ownership_of_shares
 As of the date of this Agreement, Nippon Telegraph and Telephone Corporation, the parent company of Parent ("NTT"), and its Subsidiaries beneficially own 8,987,754 Common Shares and no Preferred Shares. Such Common Shares are owned of record by NTT Rocky, Inc., an indirect wholly-owned Subsidiary of Parent. At all times prior to the Merger, all Common Shares beneficially owned by NTT and its Subsidiaries shall be owned of record by Parent or one or more direct or indirect Subsidiaries of Parent.
Clause type: whereas
on the date hereof, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement (the “Private Placement Warrants Purchase Agreement”), pursuant to which the Sponsor agreed to purchase an aggregate of 4,666,667 private placement warrants (or up to 5,166,667 warrants to the extent that the over-allotment option in connection with the Company’s initial public offering is exercised) (the “Private Placement Warrants”) in a private placement transaction occurring simultaneously with the closing of the Company’s initial public offering;
Clause type: investment-company-act
 None of the Affiliated Companies is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended.
Clause type: definitions
(a) Whenever used in this Supplement, the following words and phrases shall have the following meanings, and the definitions of such terms are applicable to the singular as well as the plural forms of such terms and the masculine as well as the feminine and neuter genders of such terms.
Clause type: assignment
Neither this Agreement nor any of the rights or obligations hereunder may be assigned by any party without the prior written consent of the other parties hereto. Subject to the foregoing, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
Clause type: termination
This Agreement shall automatically terminate in the event of its "assignment" (as such term is defined for purposes of construing Section 15(a)(4) of the 1940 Act). In addition, this Agreement may be terminated at any time, without the payment of any penalty, (a) by the Company upon 60 days' written notice to the Advisor, (i) upon the vote of a majority of the outstanding voting securities of the Company, or (ii) by the vote of the Company's Independent Trustees, or (b) by the Advisor upon 60 days' written notice to the Company. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Advisor shall be entitled to any amounts owed to it under Sections 3 and 9 through the date of termination or expiration, the provisions of Section 14 of this Agreement shall remain in full force and effect, and the parties shall remain entitled to the benefits thereof.
Clause type: headings
The descriptive headings contained in this -------- Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.
Clause type: board
 The company is managed by a board of directors composed of individuals or legal entities, the number of which is determined by the ordinary general meeting of the shareholders within the limits of the law. A legal entity must, at the time of its appointment, designate an individual who will be its permanent representative on the board of directors. The term of office of a permanent representative is the same as that of the director he represents. When a legal entity dismisses its permanent representative, it must at the same time provide for its replacement. The same applies in case of death or resignation of the permanent representative. Each director must own at least one share during his term of office. If, at the time of his appointment, a director does not own the required number of shares or if, during his term of office, he ceases to be the owner thereof, he shall have a period of three months to purchase such number of shares, in default of which he shall be automatically deemed to have resigned. The directors are appointed for a term of three years. A year corresponds to the period of time between two successive annual ordinary general meetings of shareholders. The duties of a director shall terminate at the close of the ordinary general meeting of shareholders which acts on the accounts of the preceding financial year and is held in the year during which the term of office of said director comes to an end. The directors may always be re-elected; they may be revoked at any time by decision of the general meeting of the shareholders. In case of death or resignation of one or several directors, the board of directors may make provisional appointments between two meetings of shareholders. The appointment(s) so made have to be ratified by the next general meeting of shareholders. Should the meeting of the shareholders not ratify these provisional appointments, this shall not affect the validity of the prior resolutions and acts of the board of directors. When the number of directors falls below the minimum required by law, the remaining director(s) must immediately convene the ordinary general meeting of the shareholders, in order to complete the membership of the board of directors. The director appointed in replacement of another director, whose term of office has not come to its end shall remain in office only for the remaining term of office of his predecessor. A salaried employee of the company may be appointed as a director. His employment contr...
Clause type: compensation
 By resolution of the board of directors, any director may be paid any one or more of the following: his expenses, if any, of attendance at meetings, a fixed sum for attendance at each meeting, a stated salary as director, or such other compensation as the corporation and the director may reasonably agree upon. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
Clause type: counterparts
This Agreement may be executed in multiple counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument.
Clause type: miscellaneous
12.1 The Company hereby waives diligence, notice of intent to accelerate, notice of acceleration, demand, presentment and protest and any notices thereof as well as notice of nonpayment. No delay or omission of CIT or the Company to exercise any right or remedy hereunder, whether before or after the happening of any Event of Default, shall impair any such right or shall operate as a waiver thereof or as a waiver of any such Event of Default. No single or partial exercise by CIT of any right or remedy precludes any other or further exercise thereof, or precludes any other right or remedy.
Clause type: loans
 (a) Except as permitted under paragraph (b) below, the Company shall not (and shall ensure that no member of the Group shall) be a creditor in respect of any Funded Debt.
Clause type: assignment
THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO SHALL BIND AND INURE TO THE BENEFIT OF THEIR RESPECTIVE SUCCESSORS, HEIRS, EXECUTORS AND ADMINISTRATORS, AS THE CASE MAY BE; PROVIDED THAT, AS THE COMPANY HAS SPECIFICALLY CONTRACTED FOR ADVISOR'S SERVICES, ADVISOR MAY NOT ASSIGN OR DELEGATE ADVISOR'S OBLIGATIONS UNDER THIS AGREEMENT EITHER IN WHOLE OR IN PART WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY. THE COMPANY MAY ASSIGN ITS RIGHTS AND OBLIGATIONS HEREUNDER TO ANY PERSON OR ENTITY THAT SUCCEEDS TO ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S BUSINESS. ANY ASSIGNMENT NOT IN ACCORDANCE WITH THIS SECTION 11 SHALL BE VOID.
Clause type: investment-company-act
 No Credit Party or any of its Subsidiaries is an “investment company” under the Investment Company Act of 1940.
Clause type: compensation
 The Custodian shall be compensated for its services hereunder in an amount, and at such times, as may be agreed upon, from time to time, by the Custodian and the Funds. Each Fund shall be severally, and not jointly, liable with the other Funds only for its pro rata share of such compensation, determined with reference to such Fund's proportionate interest in each Repurchase Agreement transaction to which such compensation relates.
Clause type: seed
 The Manager agrees that the Portfolio Manager shall not be responsible for providing money for the initial capitalization of the Series.
Clause type: dividends
 As a condition to receiving the Shares under the Plan, the Participant hereby agrees to defer the receipt of dividends paid on the Shares. Cash dividends or other cash distributions paid with respect to the Shares prior to the date or dates the Shares vest shall be subject to the same restrictions, terms and conditions as the Shares to which they relate, shall be promptly deposited with the Secretary of the Company or a custodian designated by the Secretary, and shall be forfeited in the event that the Shares with respect to which the dividends were paid are forfeited.
Clause type: interest
 Biomet, Inc., an Indiana corporation (the “Issuer”), promises to pay interest on the principal amount of this Note at a rate per annum of 6.500% from August 8, 2012 until maturity and to pay the Additional Interest, if any, payable pursuant to the Registration Rights Agreement referred to below or pursuant to Section 6.02 of the Indenture. The Issuer will pay interest on this Note semi-annually in arrears on August 1 and February 1 of each year or, if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). The Issuer will make each interest payment to the Holder of record of this Note on the immediately preceding July 15 and January 15 (each, a “Record Date”). Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including August 8, 2012; provided that the first Interest Payment Date shall be February 1, 2013. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate borne by this Note; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the rate borne by this Note. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.
Clause type: interest
 In the event that any payment due hereunder is not made when due, interest shall accrue at a rate per annum equal to the lesser of one point twenty-five percent (1.25%) per month or the highest rate permitted by Law, calculated on the number of days such payments are paid after the date such payments are due and compounded monthly.
Clause type: miscellaneous
The Custodian will not be considered to have been or be charged with knowledge of the sale of a Loan by the Fund, unless and except to the extent that the Custodian shall have received written notice of the sale from the Fund and the proceeds of the sale have been received by the Custodian for credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement. If any question arises as to the Custodian’s duties under this Addendum, the Custodian may request instructions from the Fund and will be entitled at all times to refrain from taking any action unless it has received Proper Instructions from the Fund. The Custodian will in all events have no liability, risk or cost for any action taken or omitted with respect to the Loan pursuant to Proper Instructions. The Custodian will have no responsibilities or duties whatsoever with respect to the Loan except as are expressly set forth in this Addendum. FUNDS TRANSFER ADDENDUM OPERATING GUIDELINES [STATE STREET LOGO]
Clause type: compensation
 (a) As compensation for the services performed and the facilities and personnel provided by the Adviser pursuant to this Agreement, the Fund will pay to the Adviser promptly at the end of each calendar month, a fee, calculated on each day during such month, at an annual rate of 0.25% of the Portfolio's average daily net assets. The Adviser shall be entitled to receive during any month such interim payments of its fee hereunder as the Adviser shall request, provided that no such payment shall exceed 50% of the amount of such fee then accrued on the books of the Portfolio and unpaid.
Clause type: payment
 The manner of payment of the Purchase Price shall be determined through negotiations between Party A and/or the Designated Persons and the Transferor according to the applicable laws at the time of the exercise of the Option. The Parties hereby agree that, subject to applicable laws, Transferor shall repay to Party A any amount that is paid by Party A and/or the Designated Persons to the Transferor in connection with the Purchased Equity Interest (excluding the tax fees and other fees incurred by the proposed transaction according to transfer agreements paid by the Transferor).
Clause type: payment
 Estimates are based on the Seller’s current costs of production and, unless otherwise agreed in writing, are subject to amendment to meet any rise or fall in such costs that have taken place by the time of delivery.