bhaskrr/legal-clauses huggingface dataset:
Clause type: loans
 The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans, the Term Loan and/or the Incremental Term Loan in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $250,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (D) each prepayment of the Term Loan and the Incremental Term Loan shall be applied ratably to the Term Loan and the Incremental Term Loan, in each case to the remaining principal amortization payments of the Term Loan and the Incremental Term Loan until paid in full. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and whether the Loans to be prepaid are the Revolving Loans, the Term Loan and/or the Incremental Term Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.
Clause type: capitalization
 The entire authorized capital stock of the Purchaser consists of 550,000,000 shares of common stock with a par value of $0.001 per share and 5,000,000 shares of preferred stock having a par value of $0.001 per share, of which 472,500,000 Purchaser Common Shares are currently issued and outstanding and no shares of preferred stock are currently issued and outstanding. Except as set out in this Agreement, the Purchaser Financial Statements and the Purchaser Disclosure Statement, there are no outstanding options, warrants, subscriptions, conversion rights, or other rights, agreements, or commitments obligating the Purchaser to issue any additional Purchaser Common Shares, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from the Purchaser any Purchaser Common Shares. There are no agreements purporting to restrict the transfer of any of the issued and outstanding Purchaser Common Shares, and no voting agreements, shareholders’ agreements, voting trusts, or other arrangements restricting or affecting the voting of any of the Purchaser Common Shares to which the Purchaser is a party or of which the Purchaser is aware.
Clause type: investments
 (a) The Borrower shall not make any investment other than in Collateral Loans or Eligible Investments; provided that the Borrower may own Defaulted Loans and other Collateral only as permitted by the terms of this Agreement. The Borrower shall not acquire or originate any debt obligation unless, at the time of the commitment to acquire or originate such debt obligation, the Eligibility Criteria are satisfied with respect to the debt obligations so acquired or originated. The Borrower shall not acquire, originate or fund any debt obligations after the Reinvestment Period except for (i) the funding of Exposure Amounts of Revolving Collateral Loans and Delayed Funding Loans that were originated or acquired by, or contributed to, the Borrower prior to the end of the Reinvestment Period and (ii) the origination or acquisition by, or contribution to the Borrower, of a Collateral Loan where the commitment to make such acquisition or origination was made prior to the end of the Reinvestment Period, so long as such commitment provided for settlement in accordance with customary procedures in the relevant markets, but in any event for a settlement period no longer than three months following the date of such commitment.
Clause type: confidentiality
Seller and Purchaser each expressly acknowledge and agree that the transactions contemplated by this Agreement and the terms, conditions, and negotiations concerning the same will be held in the strictest confidence by each of them and will not be disclosed by either of them except to their respective legal counsel, accountants, consultants, officers, partners, directors, and shareholders, and except and only to the extent that such disclosure may be necessary for their respective performances hereunder. Purchaser further acknowledges and agrees that, unless and until the Closing occurs, all information obtained by Purchaser in connection with the Property will not be disclosed by Purchaser to any third persons without the prior written consent of Seller. Nothing contained in this Article XII will preclude or limit either party to this Agreement from disclosing or accessing any information otherwise deemed confidential under this Article XII in response to lawful process or subpoena or other valid or enforceable order of a court of competent jurisdiction or any filings with governmental authorities or stock exchange required by reason of the transactions provided for herein pursuant to advice of counsel. Nothing in this Article XII will negate, supersede or otherwise affect the obligations of the parties under the Confidentiality Agreement. In addition, prior to, at or after the Closing, any release to the public of information with respect to the sale contemplated herein or any matters set forth in this Agreement will be made only in a form approved by Purchaser and Seller and their respective counsel, which approval shall not be unreasonably withheld, conditioned or delayed. The provisions of this Article XII will survive the Closing or any termination of this Agreement.
Clause type: whereas
capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;
Clause type: capitalization
 (a) The authorized capital stock of the Issuer consists of 500,000,000 shares of Common Stock and 3,000,000 shares of Preferred Stock. As of the date hereof, there were issued and outstanding the following shares of such stock: 158,426,177 shares of Common Stock and no shares of Preferred Stock.
Clause type: severability
It is the clear intention of the Parties to this Agreement that no term, provision or clause of this Agreement shall be deemed to be invalid, illegal or unenforceable in any respect, unless such term, provision or clause cannot be otherwise construed, interpreted, or modified to give effect to the intent of the Parties and to be valid, legal or enforceable. The Parties specifically charge the trier of fact to give effect to the intent of the Parties, even if in doing so, information of a specific provision of this Agreement is required consistent with the foregoing stated intent. In the event that such a term, provision, or clause cannot be so construed, interpreted or modified, the validity, legality and enforceability of the remaining provisions contained herein and other application(s) thereof shall not in any way be affected or impaired thereby and shall remain in full force and effect.
Clause type: headings
The captions appearing at the commencement of the sections hereof are descriptive only and are for convenience of reference. Should there be any conflict between any such caption and the section at the head of which it appears, the substantive provisions of such section and not such caption shall control and govern in the construction of this document.
Clause type: representations
and Warranties. The representations and warranties of PJC contained in this Agreement and each other party to the other Transaction Documents contained in the other Transaction Documents shall have been true and correct as of the date hereof, as applicable, and shall be true and correct in all material respects (except for those representations and warranties qualified by material, materiality or similar expressions, which shall be true and correct in all respects) as of the Closing Date with the same force and effect as if made on the Closing Date (except that those representations and warranties that expressly address matters only as of a particular date shall have been true and correct only as of such date).
Clause type: whereas
both the Company and Indemnitee recognize the increased risk of litigation and other claims currently being asserted against directors and officers of corporations;
Clause type: entire
Agreement. This Agreement (including any Schedules and Exhibits hereto and the documents and instruments referred to herein that are to be delivered at the Closing) constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements or representations by or between the Parties, or any of them, written or oral, with respect to the subject matter hereof; provided that the Confidentiality Agreement shall remain in effect in accordance with its terms.
Clause type: entire
Agreement. This Agreement sets forth the entire agreement of the parties and is intended to supersede all prior negotiations, understandings and agreements with respect to the subject matter hereof. No provision of this Agreement may be waived or changed, except by a writing signed by the party to be charged with such waiver or change.
Clause type: ownership_of_shares
 The Investor owns the Shares free and clear of any Liens (other than the obligations pursuant to this Agreement, liens in the ordinary course of business (e.g. bone fide margin account liens) and applicable securities laws).
Clause type: dividends
 (A) The holders of shares of the Series A Preferred Stock are entitled to receive, when, as and if authorized by the Board (or a duly authorized committee thereof), out of funds of the Corporation legally available for the payment of dividends, cumulative preferential dividends at the rate of the Yield, payable only in additional shares of Series A Preferred Stock; provided, that (i) in the event of a Breach other than a Breach due to a failure to redeem Series A Preferred Stock in accordance with Section 9 (Optional Redemption by Holders), the dividend rate of the Series A Preferred Stock shall increase by an increment of 2% per annum (such increment payable solely in U.S. dollars), which amount shall compound quarterly and accrue on a daily basis during the period starting from the date of occurrence through and including the date that the Breach is cured or (ii) in the event of a Breach due to a failure to redeem Series A Preferred Stock in accordance with Section 9 (Optional Redemption by Holders), the holders of such remaining unredeemed shares of Series A Preferred Stock shall be entitled to the Additional Payment. For the avoidance of doubt, the holders of the Series A Preferred Stock shall be entitled only to a single 2% per annum dividend rate increase during the continuance of any one or more Breaches subject to clause (i) and
Clause type: payment_terms
 6.1 At least [Option: ten (10)] [Alternate Option: _____ (____)] days before the end of each month during the Term, Contractor will submit to University an invoice covering Work performed for University to that date, in compliance with Exhibit C, Payment for Services. Each invoice will be accompanied by documentation that University may reasonably request to support the invoice amount. [Option: University will pay Contractor for Work in accordance with Chapter 2251, Texas Government Code.] [Alternate Option: University will, within twenty-one (21) days from the date it receives an invoice and supporting documentation, approve or disapprove the amount reflected in the invoice. If University approves the amount or any portion of the amount, University will promptly pay (each a Progress Payment) to Contractor the amount approved so long as Contractor is not in default under this Agreement. If University disapproves any invoice amount, University will give Contractor specific reasons for its disapproval in writing.]
Clause type: dividends
 The Borrower will not, and will not permit any Subsidiary to, declare or pay any dividends, purchase or otherwise acquire for value any of its capital stock now or hereafter outstanding, or make any distribution of assets to its stockholders as such, or permit any of its Subsidiaries to purchase or otherwise acquire for value any of the capital stock of the Borrower, if any such action would result in a breach of a covenant or agreement contained in, or default under, or constitute an event of default under, any other agreement then in effect between the Borrower and any Person relating to indebtedness for money borrowed.
Clause type: ownership_of_shares
 Shareholder is the beneficial owner of the Shares set forth on the signature page hereto, free and clear of any limitation or restriction on the right to vote, but excluding any limitation imposed by the Company in accordance with Section 4.7 of the Company’s bye-laws. None of such Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares.
Clause type: esop
 Russell is a participant in the Minnesota Power and Affiliated Companies Employee Stock Ownership Plan and Trust ("ESOP Plan"). Russell acknowledges that no further contributions will be made to the ESOP Plan by the Company after the date of this Agreement. Russell will be entitled to begin receiving benefits from his ESOP Plan account or to roll-over the amount in his account at the times and under the terms and conditions set forth in the ESOP Plan.
Clause type: entire
Agreement. This Settlement Agreement contains the sole and entire agreement and understanding of the Parties with respect to the entire subject matter hereof, and all related prior discussions, negotiations, commitments and understandings. No other agreements, oral or otherwise, exist to bind either of the Parties.
Clause type: interest
 The outstanding principal amount of the Loans shall bear interest at the Interest Rate (calculated on the basis of the actual number of days elapsed in each month). Interest shall be paid quarterly in arrears commencing on October 1, 2015 and on the first Business Day of each January, April, July and October thereafter (each, an “Interest Payment Date”).
Clause type: headings
18.1 The headings to the respective sections herein will not be deemed part of this Agreement but will be regarded as having been used for convenience only.
Clause type: interest
 Marconi Corporation plc, a public limited company organized under the laws of England and Wales (herein called the "ISSUER", which term includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to the bearer interest on the principal amount of this Global Junior Note in cash from the Issue Date (or if interest has already been paid or duly provided for, from the most recent Junior Note Interest Payment Date to which interest has been paid or duly provided for), quarterly in arrears, on January 31, April 30, July 31 and October 31 of each year (each such date a "Junior Note Interest Payment Date"), commencing July 31, 2003, at the applicable Junior Note Interest Rate, plus Additional Amounts, if any, until the principal hereof is paid or made available for payment. With respect to any Junior Note Interest Period, if the Issuer elects to pay and actually pays interest on the Junior Notes on the relevant Junior Note Interest Payment Date in cash, the Junior Notes will accrue interest at the rate of 10% per annum, otherwise the Junior Notes will accrue interest at the rate of 12% per annum. Any amount of principal, premium, if any, interest and Additional Amounts, if any, on this Global Junior Note that is not paid when due shall, to the fullest extent lawful, accrue interest at a rate per annum equal to the Default Rate. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. On the first Junior Note Interest Payment Date, the Issuer shall pay, in addition to accrued interest on the outstanding principal amount of this Global Junior Note, an amount equal to the amount of interest that would have accrued on this Global Junior Note if this Global Junior Note had been Outstanding for the period from and including May 1, 2003 to but excluding the Issue Date, calculated using the Junior Note Interest Rate applicable to the first Junior Note Interest Period and computed on the basis of a 360-day year of twelve 30-day months.
Clause type: counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute a single agreement.
Clause type: taxes
 (a) Except as set forth in Section 3.22(a) of the Disclosure Schedule, the Company (with respect to income Taxes) has timely filed all income Tax Returns and other material Tax Returns that it was required to file. All such Tax Returns were complete, accurate and prepared in compliance with all applicable Laws. All Taxes payable by the Company (with respect to income Taxes), whether or not shown on any Tax Return, have been paid in full. The Company (with respect to income Taxes) currently is not the beneficiary of any extension of time within which to file any Tax Return, other than an extension which is granted automatically under applicable Law. No claim has ever been made by an authority in a jurisdiction where the Company (with respect to income Taxes) does not file Tax Returns that the Company is or may be subject to taxation by that jurisdiction. There are no Encumbrances (other than Permitted Encumbrances) on any Purchased Assets that arose in connection with any failure or alleged failure to pay any Tax.
Clause type: governing
Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions.
Clause type: esop
 The Purchaser shall have assumed the Company ESOP and all of the outstanding Company Stock Options pursuant to Section 4 hereof.
Clause type: taxes
 The Backup Servicer has filed all tax returns (federal, state and local) which are required to be filed and has paid all taxes related thereto, other than those which are being contested in good faith or where the failure to file or pay would not have a material adverse effect on the Backup Servicer’s activities or its ability to perform its obligations under the Transaction Documents.
Clause type: investment-company-act
 None of the Loan Parties is and none of the Loan Parties holds itself out as being engaged primarily, nor do any of the Loan Parties propose to engage primarily, in the business of investing, reinvesting or trading in securities. None of the Loan Parties is engaged in, and none of the Loan Parties proposes to engage in, the business of issuing face-amount certificates of the installment type, nor have any of the Loan Parties been engaged in such business and have any such certificate outstanding. None of the Loan Parties owns or proposes to acquire investment securities, having a value exceeding 40% of the value of each such Loan Party’s total assets (exclusive of government securities and cash items) on an unconsolidated basis. For purposes of this paragraph, (a) “investment securities” includes all securities except government securities, securities issued by employees’ securities companies, and securities issued by majority-owned subsidiaries of a Loan Party that are not investment companies, as defined in the Investment Company Act of 1940; (b) “government securities” means securities issued or guaranteed as to principal or interest by the United States or by a
Clause type: severability
In the event that any one or more of the provisions, paragraphs, words, clauses, phrases or sentences contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision, paragraph, word, clause, phrase or sentence in every other respect and of the other remaining provisions, paragraphs, words, clauses, phrases or sentences hereof shall not be in any way impaired, it being intended that all rights, powers and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law.
Clause type: notices
All notices, requests and demands to or upon the Administrative Agent or any Grantor hereunder shall be effected in the manner provided for in Section 10.2 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 1.
Clause type: representations
and Warranties. The Borrower represents and warrants that: (a) its representations and warranties contained in Article IV of the Credit Agreement and its representations and warranties contained in the Security Instruments, the Guaranties, and each of the other Loan Documents to which it is a party are true and correct in all material respects on and as of the Effective Date, as though made on and as of such date, except those representations and warranties that speak of a certain date, which representations and warranties were true and correct as of such date; (b) no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate power and authority of the Borrower and have been duly authorized by appropriate corporate action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) the Liens under the Security Instruments are valid and subsisting and secure the Borrower's obligations under the Loan Documents.
Clause type: headings
The headings in this Agreement are for convenience only and shall not affect in any way the meaning of the provisions to which they refer.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be an original hereof, and it will not be necessary in making proof of this Agreement to produce or account for more that one counterpart hereof.
Clause type: severability
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to either party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.
Clause type: headings
The headings of the Sections of this Agreement are for convenience and shall not by themselves determine the interpretation of this Agreement.