bhaskrr/legal-clauses huggingface dataset:
Clause type: payment
 ONCM shall pay to the Holder $525,000 on the earlier of (i) the Trigger Date (as defined below) and (ii) the date on which ONCM fails to pay or perform when due any of its indebtedness, liabilities or obligations under or in respect of (A) any of the promissory notes issued in connection with an asset purchase agreement dated December 21, 2000, as amended, among Minera San Augusto, S.A. de C.V., ONCM and National Gold Corporation (the "Asset Purchase Agreement") including, without limitation, the Promissory Notes, the Advanced Amount Promissory Note, the IVA Payment Promissory Note and the Deferred .Closing Payment (all as such terms are defined in the Asset Purchase Agreement) together with any promissory notes issued in replacement and substitution of the said promissory notes, including, without limitation, the promissory notes granted by ONCM dated the date hereof to Tenedoramex, S.A. de C. V. and Kennecott Minerals Company or (B) a debenture dated as of January 1, 2001 granted by ONCM to Minera San Augusto, S.A. de C.V. together with any debentures issued in replacement and substitution of the said debenture (the "Due Date"). The Principal Amount may be prepaid in whole or in part at any time without premium or penalty. Unless the Holder shall otherwise elect, each payment made under this Note shall be applied first to costs and expenses incurred in connection with the enforcement of this Note, next to interest accrued under this Note, if any, and any balance shall be applied to reduce the Principal Amount of this Note. The term "Trigger Date" as used herein means the earlier of the date which is (i) 60 days after the date upon which the 6-month trailing average gold price, listed by "London P.M. gold fix", and if not so published by "London P.M. gold fix", the 6-month trailing average gold price listed by "the Wall Street Journal", equals or exceeds US$3001oz. and (ii) December 31, 2008.
Clause type: board
 Section 1. The property, business and affairs of the Company shall be managed and controlled by a Board of Directors which may exercise all such powers of the Company and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-laws directed or required to be exercised or done by the shareholders.
Clause type: whereas
in order to finance the Company’s transaction costs in connection with an intended initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant; and
Clause type: whereas
the Advisor wishes to retain the Sub-Advisor to provide it with certain sub-advisory services as described below in connection with Advisor’s advisory activities on behalf of the Fund;
Clause type: assignment
Assignor hereby sells and assigns to Assignee, and Assignee hereby purchases and assumes from Assignor, Assignor’s rights and obligations in its capacity as Lender under the Credit Agreement (including Liabilities owing to or by Assignor thereunder) and the other Loan Documents, in each case to the extent related to the amounts identified above (the “Assigned Interest”).
Clause type: investments
 Neither Obligor nor any of its Subsidiaries shall make any Investment except for Permitted Investments. Neither Obligor nor any of its Subsidiaries shall create, acquire or permit to exist any Subsidiary which is not a Subsidiary Guarantor other than a Regulated Subsidiary or DSLnet Communications Delaware, Inc. Notwithstanding the foregoing, neither Obligor nor any of its Subsidiaries shall make any Investment in a Regulated Subsidiary to the extent that such Investment exceeds amounts necessary for such Regulated Subsidiary to make payments to its vendors, public utility commissions or the Federal Communications Commission and any other governmental authorities in the ordinary course of business.
Clause type: definitions
(a) Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in Appendix A to the Sale and Servicing Agreement, dated as of the date hereof, among CarMax Auto Owner Trust 2019-2, as issuer, CarMax Auto Funding LLC, as depositor, and CarMax Business Services, LLC, as servicer, as amended, supplemented or otherwise modified and in effect from time to time.
Clause type: representations
and Warranties. Executive represents and warrants that Executive is not restricted or prohibited, contractually or otherwise, from entering into and performing each of the terms and covenants contained in this Agreement, and that Executive’s execution and performance of this Agreement will not violate or breach any other agreements between the Executive and any other person or entity.
Clause type: vesting
 The Participant’s interest in the shares of Common Stock covered by the Restricted Stock Award shall become vested and nonforfeitable to the extent provided in paragraphs (a) or (b) below.
Clause type: assignment
This Agreement may not be assigned or otherwise transferred, nor, except as expressly provided hereunder, may any right or obligation hereunder be assigned or transferred by either Party, other than to an Affiliate of such Party, without the consent of the other Party; provided however, that either Party may, without such consent, assign this Agreement and its rights and obligations hereunder in connection with the transfer or sale of all or substantially all of its business, or in the event of its merger, consolidation, change in control or similar transaction; and provided further that GENTA JAGO may without the consent of KRYPTON assign any and all of its rights and obligations hereunder to the Licensor and/or any of the Licensor's Affiliates. Any permitted assignee shall assume all obligations of its assignor under this Agreement or under the respective rights or obligations actually assigned.
Clause type: loans
 (a)(i) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Laurus may make loans (the "Loans") to Company from time to time during the Term which, in the aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Laurus may reasonably in its good faith judgment deem proper and necessary from time to time (including, without limitation, reserves established to reflect the amount of any Priority Payables) (the "Reserves") and (y) an amount equal to (I) the Accounts Availability minus (II) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) minus 2(a)(i)(y)(II) shall be referred to as the "Formula Amount". Company shall execute and deliver to Laurus on the Closing Date a Minimum Borrowing Note and a Revolving Note evidencing the Loans funded on the Closing Date. From time to time thereafter, Company shall execute and deliver to Laurus immediately prior to the final funding of each additional $1,000,000 tranche of Loans allocated to any Minimum Borrowing Note issued by Company to Laurus after the date hereof (calculated on a cumulative basis for each such tranche) an additional Minimum Borrowing Note evidencing such tranche, substantially in the form of the Minimum Borrowing Note delivered by Company to Laurus on the Closing Date. Notwithstanding anything herein to the contrary, whenever during the Term the outstanding balance on the Revolving Note should equal or exceed $1,000,000 to the extent that the outstanding balance on Minimum Borrowing Note shall be less than $500,000 (the difference of $1,000,000 less the actual balance of the Minimum Borrowing Note, the "Available Minimum Borrowing"), such portion of the balance of the Revolving Note as shall equal the Available Minimum Borrowing shall be deemed to be simultaneously extinguished on the Revolving Note and transferred to, and evidenced by, the Minimum Borrowing Note.
Clause type: base-salary
 During the Term, Tecstar will pay Employee a base salary of Five Hundred Fifty Thousand dollars ($550,000) per year. The Board of Directors and Compensation Committee shall review this base salary at least annually and approve any recommended increases. Said salary, including any increases, shall be paid to Employee in accordance with the Company’s normal payroll policies as in effect from time to time.
Clause type: compensation
 As compensation for the services performed and the expenses assumed by RCM under this Agreement including, but not limited to, any commissions paid for sales of Shares, the Fund shall pay RCM, as promptly as possible after receipt of a quarterly invoice, a fee for services as set forth in Schedule B to this Agreement.
Clause type: insurance
All insurance policies taken out by or on behalf of the Company are valid, enforceable and in full force and effect. All premiums with respect to such policies covering all periods up to and including the date as of which this representation, and as of the Effective Date, have been paid or properly accrued and no written notice of late payment, cancellation or termination has been received with respect to any such policy. The insurance policies and risk management policies of the Company are sufficient for compliance with all requirements of Applicable Law and agreements to which the Company is a party and provide insurance for the risks and in the amounts and types of coverage usually obtained by persons using or holding similar properties in similar businesses. Except as set forth in SCHEDULE 3.16 hereto, there have been no claims made for insurance payment under any of the insurance policies by the Company or the Partnership preceding the date of this Agreement. Complete and accurate copies of insurance policies of the Company and all endorsements thereto have been delivered to Genmar. Except as set forth in SCHEDULE 3.16, the Company has not been refused any insurance coverage and no insurance coverage has been canceled.
Clause type: esop
 Allergan and AMO shall each take actions or cause actions to be taken as necessary to accomplish the following with respect to the Allergan ESOP.
Clause type: termination
The obligations and responsibilities of the Master Servicer created hereby (other than the obligation of the Master Servicer to make payments to the Certificate Administrator as set forth in Section 8.29 and the obligations of the Master Servicer to the Trustee, the Certificate Administrator, the Custodian, the Special Servicer and the Trust that survive termination of this Agreement as provided herein) shall terminate (i) on the date which is the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining outstanding (and final distribution to the Certificateholders) or (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) if a Servicer Termination Event described in clauses 8.28(a)(iii), (iv), (viii), (ix) or (x) has occurred, sixty (60) days following the date on which the Trustee or Depositor gives written notice to the Master Servicer that the Master Servicer is terminated or (iii) if a Servicer Termination Event described in clauses 8.28(a)(i), (ii), (v), (vi) or (vii) has occurred, immediately upon the date on which the Trustee or the Depositor gives written notice to the Master Servicer that the Master Servicer is terminated. After any Servicer Termination Event (but subject, in the case of Section 8.28(a)(x), to the waiver right of the Depositor described therein), the Trustee (i) may elect to terminate the Master Servicer by providing such notice, and (ii) shall provide such notice if holders of Certificates representing more than 25% of the aggregate Voting Rights of all Certificates so direct the Trustee.
Clause type: investment-company-act
 None of NCCC, NCAH, NCMC, New Century, Home123, the Guarantor or any of their respective Subsidiaries 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: vesting
 (a) Beneficial ownership of the restricted stock shall vest in the Grantee in approximately three equal and consecutive installments as follows: Date Number of Shares ---- ---------------- January 31, 1998 100 January 31, 1999 100 January 31, 2000 100 Notwithstanding the foregoing, 100% beneficial ownership of the aforementioned shares of Restricted Stock shall vest immediately, without any action on the part of the Company (or its successor as applicable) or the Grantee, if any of the following events occur:
Clause type: counterparts
The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.
Clause type: ownership_of_shares
 The Seller acquired the Shares in a private placement directly from the Company in pursuant to the Investment Agreement as of the date thereof and has owned the Shares continuously up until the Closing. During such period of ownership, (a) no other person or entity has or had a direct or indirect beneficial interest in any of the Shares and (b) no actions have been taken by or on behalf of the Seller that would subject the sale of the Shares by the Seller to Buyer to the registration provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “1933 Act”) or any other applicable securities laws. The Seller owns such Shares free and clear of any restrictions, liens, or similar claims (other than restrictions imposed by applicable securities laws). The transfer and delivery of the Shares from Seller to the Buyer, as contemplated by this Agreement, shall transfer good title to such Shares free and clear of all restrictions, liens, or similar claims (other than those contemplated by Section 1.3.2 above).
Clause type: payment
 The Indemnifying Party shall promptly pay each Indemnified Party any amount properly due under this Section 11 upon demand therefor and reimburse each Indemnified Party for all reasonable expenses (including reasonable attorneys’ fees and costs of court) for which the Indemnified Party is entitled to be indemnified hereunder as they are incurred by such Indemnified Party. Upon judgment, determination, settlement or compromise of any Third Party Claim, the Indemnifying Party shall, upon demand therefor, promptly pay on behalf of the Indemnified Party, and/or shall promptly reimburse the Indemnified Party for its payment of, the amount so determined by such judgment, determination, settlement or compromise and all other Claims of the Indemnified Party with respect thereto, unless, in the case of a judgment or determination, an appeal is made therefrom; provided, however, that if the Indemnifying Party desires to appeal from an adverse judgment or determination, then the Indemnifying Party shall post and pay the cost of the security or bond to stay execution of the judgment or determination pending appeal. Upon the payment in full by the Indemnifying Party of all of such amounts, the Indemnifying Party shall succeed to the rights of the Indemnified Party, to the extent such rights are not waived in settlement, against the third party who made such Third Party Claim.
Clause type: base-salary
 During the Employment Term, the Company shall pay Executive a base salary at the annual rate of $1,000,000, payable in regular installments in accordance with the Company’s usual payment practices for senior executives. Executive shall be entitled to such increases (but no decreases) in Executive’s base salary, if any, as may be determined annually by the Compensation Committee of the Board in its sole discretion. Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as the “Base Salary.”
Clause type: insurance
Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as of the date hereof, each of the insurance policies and arrangements relating to the business, assets and operations of the Company are in full force and effect. All premiums due thereunder have been paid and the Company and its Subsidiaries are otherwise in compliance in all material respects with the terms and conditions of all such policies. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice regarding any cancellation or invalidation of any such insurance policy, other than such cancellation or invalidation that would not reasonably be expected to have, individually or in the agreement, a Company Material Adverse Effect.
Clause type: taxes
 Except as set forth in Section 5.7 of the Company Disclosure Letter,
Clause type: compensation
 In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent or its respective designees a total cash fee equal to seven percent (7.0%) of gross proceeds from the Placement of the total amount of Placement Agent Securities sold (the “Cash Fee”) and an accountable expense allowance as set forth in Section 4 below. A.G.P. reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Placement Agent’s aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.
Clause type: investment-company-act
 For two years following the date on which the ---------------------- Notes are issued, the Company will not be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and to not be or become, or be or become owned by, a closed-end investment company required to be registered, but not registered thereunder.
Clause type: payment_terms
 9.1 Customer shall pay to TAEC all amounts due hereunder within thirty (30) days of the date of TAEC’s invoice therefor.
Clause type: termination
This Agreement may be terminated by you at any time prior to the Closing Date by giving written notice to the Company and the Selling Securityholders if after the date of this Agreement trading in the Common Stock shall have been suspended, or if there shall have occurred (i) the engagement in hostilities or an escalation of major hostilities by the United States or the declaration of war or a national emergency by the United States on or after the date hereof, (ii) any outbreak of hostilities or other national or international calamity or crisis or change in economic or political conditions if the effect of such outbreak, calamity, crisis or change in economic or political conditions in the financial markets of the United States would, in the Underwriters' reasonable judgment, make the offering or delivery of the Stock impracticable, (iii) suspension of trading in securities generally or a material adverse decline in value of securities generally on the New York Stock Exchange, the American Stock Exchange, or The Nasdaq Stock Market, or limitations on prices (other than limitations on hours or numbers of days of trading) for securities on either such exchange or system, (iv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of, or commencement of any proceeding or investigation by, any court, legislative body, agency or other governmental authority which in the Underwriters' reasonable opinion materially and adversely affects or will materially or adversely affect the business or operations of the Company, (v) declaration of a banking moratorium by either federal or New York State authorities or (vi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in the Underwriters' reasonable opinion has a material adverse effect on the securities markets in the United States. If this Agreement shall be terminated pursuant to this Section 8, there shall be no liability of the Company or the Selling Securityholders to the Underwriters and no liability of the Underwriters to the Company or the Selling Securityholders; provided, however, that in the event of any such termination the Company and the Selling Securityholders agree to indemnify and hold harmless the Underwriters from all costs or expenses incident to the performance of the obligations of the Company and the Selling Securityholders under this Agreement, including all...
Clause type: entire
Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.
Clause type: definitions
As used throughout this contract, the following terms shall have the meaning set forth below:
Clause type: compensation
 As compensation for providing supervisory portfolio services under this Indenture, the Trust will accrue daily and pay to the Supervisor at the end of each calendar quarter an aggregate annual fee in an amount equal to 0.075% of the average daily Trust Evaluation (described in Section 6.01)."
Clause type: entire
Agreement. This Agreement (including any Schedules hereto) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Share Exchange Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies of the Company or any of the obligations of the Restricted Holders under any other agreement between the Restricted Holders and the Company or any certificate or instrument executed by the Restricted Holders in favor of the Company, and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies of the Company or any of the obligations of the Restricted Holders under this Agreement.
Clause type: investment-company-act
 The Company is a closed-end, non-diversified management investment company and has elected to be treated as a business development company ("BDC") under the 1940 Act and was eligible to make such an election.
Clause type: payment
 The purchase price for the Shares shall be paid simultaneously with Investor’s subscription.
Clause type: representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true on and as of the Closing.
Clause type: entire
Agreement. (a) The Service Documents constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter.
Clause type: capitalization
 IVTW’s authorized capitalization (without including pending corporate actions) consists of 200,000,000 shares of Common Stock, of which no more than 13,419,267 shares will be issued and outstanding at Closing, and 10,000,000 shares of preferred stock, par value $0.001 per share authorized (the “Preferred Stock”), of which no shares are outstanding. All presently issued and outstanding shares are legally issued, fully paid, and non-assessable and not issued in violation of the pre-emptive or other rights of any person. The Exchange Shares will be legally issued, fully paid and non-assessable and shall not be issued in violation of the pre-emptive or other rights of any other person.