bhaskrr/legal-clauses huggingface dataset:
Clause type: loans
 3.1. On each Loan Subscription Date, not later than the time specified by Lender (such time to be posted to the TALF Website in advance of such Loan Subscription Date), each Primary Dealer may submit to Lender, through secure email to the email address specified by Lender from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (an “Initial Loan Request”). Each Initial Loan Request shall be in the form specified by Lender from time to time and shall set forth the information required to be set forth therein in accordance with the TALF Standing Loan Facility Procedures, on an aggregate basis for all Applicable Borrowers. Lender shall promptly provide Custodian with the information contained in each such Initial Loan Request. Notwithstanding the foregoing, a Primary Dealer shall not be permitted to submit an Initial Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by CMBS Collateral and with respect to each such Item of CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the seventh Business Day (or, solely in the case of the June 2009 subscription for Loans to be secured by CMBS Collateral, the fifth Business Day) before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the fifth Business Day (or, solely in the case of the June 2009 subscription for Loans to be secured by CMBS Collateral, the third Business Day) prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to the Offering Materials with respect to such Item of Collateral and (3) not later than the Business Day after each further supplement to the Offering Materials with respect to such Item of Collateral is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that all supplements, AUP Reports (TALF) and AUP Reports (Industry) with respect to each Item of CMBS Collateral shall be delivered not later than 5:00 p.m. on the second Business Day prior to the applicabl...
Clause type: board
 The Company and the Stockholders shall take action, including solicitation of resignation of directors, necessary so that the Board of Directors of the Company as of the Closing Date shall consist only of the persons identified on Schedule 2.1 hereto.
Clause type: definitions
Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as therein defined, and the following shall have (unless otherwise provided elsewhere in this Agreement) the following respective meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):
Clause type: whereas
pursuant to Section 901 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder;
Clause type: esop
 The parties to this Agreement acknowledge that the Executive shall remain a participant in the Bank’s ESOP through the Early Retirement and Resignation Date and that, on account of Executive’s vested years of service, Executive shall be fully vested in his “Employer Contribution Account” as of the Resignation Date.
Clause type: ownership_of_shares
 Neither Parent nor any of Parent's Affiliates directly or indirectly owns, and at all times during the past three years, neither Parent nor any of Parent's Affiliates has owned, beneficially or otherwise, any shares of Company Common Stock or any securities, contracts or obligations convertible into or exercisable or exchangeable for shares of Company Common Stock.
Clause type: whereas
should the Company receive any proposal from a third person concerning a possible business combination with or acquisition of equity securities of the Company, the Board believes it imperative that the Company and the Board be able to rely upon the Executive to continue in his position, and that the Company be able to receive and rely upon his advice as to the best interests of the Company and its stockholders without concern that he might be distracted by the personal uncertainties and risks created by such a proposal; and
Clause type: taxes
 All income, sales, use, unemployment insurance, disability insurance, employer withholding, FICA and other tax returns and reports required by law to be filed by AGC prior to the date hereof, have been timely filed and were accurately prepared and are true, complete and correct and AGC has withheld or collected from each payment made to each of its employees the amount of all such sums required to be withheld or collected therefrom and has paid or will pay all such sums to the proper government authority. AGC is not and has not been delinquent in the payment of any tax, assessment or governmental charge and has paid all such taxes, assessments and other governmental charges assessed or assessable against it as of the date hereof. AGC has never had any tax deficiency proposed or assessed against it. The reserves for taxes, assessments and governmental charges in the company's financial statement are and will be sufficient for payment of all such taxes, assessments, fees, penalties, interest and other governmental charges which were, are or may become, payable with respect to the Company for the period indicated in its financial statement. Since the date of its financial statement, AGC has made adequate provisions on its books and records for all taxes, assessments and governmental charges with respect to its business, properties, and operations that have accrued but are not yet due and payable for such period. There is no pending or threatened claim against AGC for nonpayment of such taxes for any period prior to the date of this Agreement. None of AGC's federal or state income tax returns has ever been audited by governmental authorities. AGC has not executed any currently-in-force (a) waiver of any statute of limitations against assessments of such taxes; or (b) a consent pursuant to Section 341(f) of the Internal Revenue Code.
Clause type: whereas
the Board of Trustees of the Trust and the Manager desire that the Manager retain the Adviser to render investment advisory and other services to the portion of the Fund that has been allocated to Adviser ("Allocated Portion") in the manner and on the terms hereinafter set forth;
Clause type: interest
 Payments due and unpaid by Owner to Design-Builder, whether progress payments or final payment, shall bear interest commencing five (5) days after payment is due at the rate of percent ( %) per month until paid.
Clause type: taxes
 The Company will pay all taxes attributable to the initial issuance of Shares upon exercise of Warrants. The Company shall not, however, be required to pay any tax which may be payable in respect to any transfer involved in any issue of Warrant Certificates or in the issue of any certificates of Shares in the name other than that of the Warrant Holder upon the exercise of any Warrant.
Clause type: capitalization
 Except as set forth on SCHEDULE 3(c), as of June 30, 2006 hereof, the authorized capital stock of the Company consists of (i) 1,000,000,000 shares of Common Stock, par value $0.00005, of which 470,050,001 shares are issued and outstanding and (ii) 10,000,000 shares of preferred stock, par value $0.001, of which no shares are issued and outstanding. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and nonassessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in SCHEDULE 3(c), as of the date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act (except the Registration Rights Agreement) and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Notes, the Warrants, the Conversion Shares or Warrant Shares. The Company has made available to each Buyer true copies of the Certificate of Incorporation as in effect on the date hereof, the Company's By-laws, as in effect on the date hereof (the "BY-LAWS"), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.
Clause type: definitions
The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided herein):
Clause type: payment_terms
 The IPTV Operator agrees to pay to ZEEL, the monthly Subscription Fee as per the terms set out in ANNEXURE V, any default by the IPTV Operator pertaining to Payment Terms shall constitute a material breach hereunder and ZEEL be entitled to switch off the signals of Zee Group Channels to entire network of the IPTV Operator.
Clause type: investment-company-act
 Neither the Borrower nor any of its Subsidiaries is subject to regulation under the Investment Company Act of 1940, as amended.
Clause type: capitalization
 The current pre-Agreement authorized capital -------------- stock of AMCI consists of 50,000,000 shares of $0.001 par value common voting stock, of which approximately 1,471,932 shares are issued and outstanding, all fully paid and non-assessable. Except as otherwise provided herein, there are no outstanding options, warrants or calls pursuant to which any person has the right to purchase any authorized and unissued common stock of AMCI. None of these securities have been issued with or subject to "registration rights" of any type of nature.
Clause type: interest
 American Tower Corporation, a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Security at the rate per annum shown above. The Company will pay interest, payable annually in arrears, on April 4 of each year, with the first payment to be made on April 4, 2018. Interest on the Securities will accrue on the principal amount from, and including, the most recent date to which interest has been paid or provided for or, if no interest has been paid, from, and including, April 6, 2017, in each case to, but excluding, the next Interest Payment Date or the Stated Maturity for the payment of principal on the Securities, as the case may be; provided that if there is no existing Default in the payment of interest, the Company shall 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 a rate that is 1% per annum in excess of the rate then in effect; 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 same rate to the extent lawful. Interest shall be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Securities (or April 6, 2017 if no interest has been paid on the Securities), to but excluding the next scheduled Interest Payment Date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.
Clause type: headings
the section and other headings contained in this Agreement or such other Loan Document and the Table of Contents (if any), preceding this Agreement or such other Loan Document are for reference purposes only and shall not control or affect the construction of this Agreement or such other Loan Document or the interpretation thereof in any respect;
Clause type: assignment
Neither party shall assign its rights or obligations under this Agreement without the prior written consent of the other.
Clause type: taxes
 (a) Each of the Company and its Subsidiaries has prepared and timely filed (taking into account all applicable extensions) all material income, franchise and other U.S. federal, state, local and non-U.S. Tax Returns required to be filed relating to any and all Taxes concerning or attributable to the Company, any of its Subsidiaries or their respective operations, and such Tax Returns in all material respects are true and correct and have been completed in accordance with Applicable Law.
Clause type: interest
 Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due as to scheduled payments (such as Base Rent) or within 30 days following the date on which it was due for non-scheduled payment, shall bear interest from the date when due, as to scheduled payments, or the 31st day after it was due as to non-scheduled payments. The interest (“Interest”) charged shall be computed at the rate of 10% per annum but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for in Paragraph 13.4.
Clause type: investment-company-act
 In respect of each Loan Party, it is not, and after giving effect to the issuance of the Senior Debt and the application of proceeds of the Senior Debt in accordance with the provisions of the Finance Documents shall not be, an “investment company” required to be registered under the Investment Company Act of 1940.
Clause type: dividends
 Authorize, declare or pay, directly or indirectly, any Dividends with respect to any Group Member, except that the following shall be permitted (subject to the provisos in each of Section 6.01(l) and Section 6.03(q)):
Clause type: payment
 Payment as defined in 45 CFR 164.501 and permitted by Applicable Law.
Clause type: dividends
 If the Company, at any time during the Exercise Period, shall pay a dividend in cash, securities or other assets to all holders of Common Stock (or other shares of the Company’s capital stock for which the Warrants are exercisable), other than a transaction described in Sections 4.1, 4.2(a) or 4.3 (any such non-excluded event being referred to herein as a “Dividend”), then the Exercise Price shall be decreased, effective immediately after the effective date of such Dividend, by the quotient of (i) the gross amount of cash and/or fair market value (as determined by the Company’s Board of Directors, in good faith) of all securities or other assets paid to the holders of Common Stock (or other shares of the Company’s capital stock for which the Warrants are exercisable) in respect of such Dividend divided by (ii) the sum of the number of shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are exercisable) outstanding at the time of the Dividend plus the number of shares of Common Stock then issuable upon exercise of all outstanding Warrants, provided, that the Exercise Price shall not be reduced below zero.
Clause type: definitions
As used in this Agreement, all exhibits, appendices and schedules hereto, and in any other Loan Documents made or delivered pursuant to this Agreement, the following terms will have the meanings given such terms in this Section 1 or in the provisions, sections or recitals herein:
Clause type: compensation
 The Board shall pay Contractor the total amount stated below (hereinafter “Contract Amount”). The Contract Amount shall be paid in a lump sum upon completion of the Services, unless a schedule of progress payments is stated below. The Contract Amount shall be for total performance of this Contract and includes all fees, costs and expenses incurred by Contractor including but not limited to labor, materials, taxes, profit, overhead, travel, insurance, subcontractor costs and other costs, unless otherwise stated below. To receive payment, Contractor must submit an itemized invoice or invoices. If progress payments are authorized, each invoice must specify the actual work performed. If payment of costs or expenses is authorized, receipts must be attached to the invoice. Contract Amount: Contract amount shall not exceed $0. Resources priced seperately under library contract, Library Books#7651. Progress Payments (if not applicable, insert N/A): Each participating school will submit invoices after license is purchased and will be paid for by the school. Costs/Expenses (if not applicable insert N/A): N/A Fund Source: Various School Budgets
Clause type: investment-company-act
 No Credit Party is required to be registered as an “investment company” under the Investment Company Act of 1940.
Clause type: counterparts
Each Transaction Document may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The parties hereto confirm that any electronic copy of another party’s executed counterpart of a Transaction Document (or such party’s signature page thereof) will be deemed to be an executed original thereof.
Clause type: miscellaneous
The reimbursement, indemnification and contribution agreements contained in this Agreement and the representations, warranties and covenants in this Agreement shall remain in full force and effect regardless of (a) any termination of this Agreement, (b) any investigation made by or on behalf of any Underwriter or controlling person thereof, or by or on behalf of the Company or their respective directors or officers, and (c) delivery and payment for the Stock under this Agreement; provided, however, that if this Agreement is terminated prior to the Closing Date, the provisions of paragraphs (k) and (l) of Section 6 hereof shall be of no further force or effect. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. Very truly yours, QUOTESMITH.COM, INC. By __________________________ Robert S. Bland Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. HAMBRECHT & QUIST LLC PAINEWEBBER INCORPORATED ABN AMRO INCORPORATED CHARLES SCHWAB & CO., INC. By Hambrecht & Quist LLC By __________________________ Managing Director Acting on behalf of the several Underwriters, including themselves, named in Schedule I hereto. UNDERWRITERS NUMBER OF SHARES TO BE UNDERWRITERS PURCHASED ------------ --------- Hambrecht & Quist LLC...................................... PaineWebber Incorporated................................... ABN Amro Incorporated...................................... Charles Schwab & Co., Inc.................................. Total ............................................. o ========= MATTERS TO BE COVERED IN THE OPINION OF FREEBORN & PETERS COUNSEL FOR THE COMPANY
Clause type: ownership_of_shares
 The Seller is the sole beneficial owner of the Shares, the Shares are held in accounts with Mizrahi Tefahot Bank Ltd. and First International Bank Ltd. for the sole benefit of the Seller, and the Seller has good and valid title to the Shares free and clear of all Encumbrances. “Encumbrances” shall mean mortgages, charges, pledges, security interests, liens, encumbrances, actions, claims, demands, voting trusts, voting agreements or rights of first offer or refusal arising from any agreement to which the Seller is a party or from any action taken by on or behalf of the Seller, all other than agreements, instruments or actions known to the Company.
Clause type: payment_terms
 (a) Royalty payments shall be made to MORPHOSYS in EUROs quarterly within forty-five (45) days following the end of each calendar quarter for which royalties are due. Each royalty payment shall be accompanied by a report summarizing the total Net Sales for each Licensed Product during the relevant three-month period and the calculation of royalties, if any, due thereon pursuant to this Article 5.
Clause type: headings
The headings and subheadings in this Warrant are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Warrant or any provision hereof.
Clause type: severability
Nothing contained herein shall be construed to require the commission of any act contrary to law. Should there be any conflict between any provisions hereof and any present or future statute, law, ordinance, regulation or other pronouncement having the force of law, the latter shall prevail, but the provision of this Agreement affected thereby shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law, and the remaining provisions of this Agreement shall remain in full force and effect.
Clause type: dividends
 The Non-Voting Common Stock will rank pari passu with the Common Stock with respect to the payment of dividends or distributions, whether payable in cash, securities, options or other property, and with respect to issuance, grant or sale of any rights to purchase stock, warrants, securities or other property (collectively, the “Dividends”). Accordingly, the holders of record of Non-Voting Common Stock will be entitled to receive as, when, and if declared by the Board of Directors, Dividends in the same per share amount as paid on the Common Stock, and no Dividends will be payable on the Common Stock or any other class or series of capital stock ranking with respect to Dividends pari passu with the Common Stock unless a Dividend identical to that paid on the Common Stock is payable at the same time on the Non-Voting Common Stock in an amount per share of Non-Voting Common Stock equal to the product of (i) the per share Dividend declared and paid in respect of each share of Common Stock and (ii) the number of shares of Common Stock into which such share of Non-Voting Common Stock is then convertible (without regard to any limitations on conversion of the Non-Voting Common Stock); provided however, that if a stock Dividend is declared on Common Stock payable solely in Common Stock, the holders of Non-Voting Common Stock will be entitled to a stock Dividend payable solely in shares of Non-Voting Common Stock. Dividends that are payable on Non-Voting Common Stock will be payable to the holders of record of Non-Voting Common Stock as they appear on the stock register of the Corporation on the applicable record date, as determined by the Board of Directors, which record date will be the same as the record date for the equivalent Dividend of the Common Stock. In the event that the Board of Directors does not declare or pay any Dividends with respect to shares of Common Stock, then the holders of Non-Voting Common Stock will have no right to receive any Dividends.