bhaskrr/legal-clauses huggingface dataset:
Clause type: capitalization
 The authorized capital stock of Parent consists of 80,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stock, par value $.0001 per share. As of November 30, 2001, there were 11,839,990 shares of Parent Common Stock and no shares of preferred stock outstanding and there have been no material changes in such numbers through the date hereof. As of the date hereof, there are no bonds, debentures, notes or other indebtedness having the right to vote on any matters on which Parent's stockholders may vote issued or outstanding. All outstanding shares of Parent Common Stock are duly authorized and are validly issued, fully paid and nonassessable. The authorized capital stock of Sub consists of 100 shares of Sub Common Stock, all of which are duly authorized, validly issued, fully paid and nonassessable.
Clause type: investment_company
 Neither the Borrower nor any Consolidated Entity is an "investment company," or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended (15 U.S.C. ss. 80a-1, et seq.). The application of the proceeds of the Loans and repayment thereof by the Borrower and the issuance of Letters of Credit and the performance by the Borrower and any Consolidated Entity of the transactions contemplated by the Loan Documents will not violate any provision of said Act, or any rule, regulation or order issued by the Securities and Exchange Commission thereunder, in each case as in effect on the date hereof.
Clause type: assignment
Notwithstanding anything to the contrary contained herein, except as provided in Sections 5.02 and 6.02, neither the Seller nor the Servicer may transfer or assign all, or a portion of, its rights, obligations and duties under this Agreement unless such transfer or assignment (i) (A) will not result in a reduction or withdrawal by any Rating Agency of the rating then assigned by it to the Notes and (B) the Issuer, the Indenture Trustee and the Insurer have consented to such transfer or assignment, or (ii) the Insurer, the Issuer, the Indenture Trustee and Holders of Notes of each Class evidencing not less than 51% of the outstanding amount of Notes of such Class consent thereto. Any transfer or assignment with respect to the Servicer of all of its rights, obligations and duties will not become effective until a Successor Servicer has assumed the Servicer's rights, duties and obligations under this Agreement. In the event of a transfer or assignment pursuant to clause (ii) above, each Rating Agency shall be provided with notice of such transfer or assignment.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement. This Agreement may be executed and delivered by facsimile or by .pdf file and upon such delivery the facsimile or .pdf signature will be deemed to have the same effect as if the original signature had been delivered to the other party.
Clause type: governing
Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Clause type: definitions
Unless the context otherwise requires, the terms defined in this Section 1 will have the meanings herein specified for all purposes of this Agreement, applicable to both the singular and plural forms of any of the terms herein defined.
Clause type: counterparts
To facilitate execution, this Agreement and any amendments, waivers, consents or supplements may be executed in any number of counterparts as may be convenient or required (which may be effectively delivered by facsimile, in portable document format (“PDF”) or other similar electronic means). It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto.
Clause type: taxes
 All Fees are exclusive of Taxes. Client will pay Red Hat an amount equal to any Taxes arising from or relating to this Agreement or an applicable Order Form which are paid by or are payable by Red Hat. “Taxes” means any form of sales, use, value added or other form of taxation and any fines, penalties, surcharges or interest, but excluding any taxes based solely on the net income of Red Hat. If Client is required to withhold or deduct any portion of the payments due to Red Hat, Client will increase the sum payable to Red Hat by the amount necessary so that Red Hat receives an amount equal to the sum it would have received had Client made no withholdings or deductions.
Clause type: taxes
 Each of the Borrower and its Subsidiaries has filed or caused to be filed all tax returns which, to the knowledge of the Borrower, are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower or its Subsidiaries, as the case may be); no tax Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any such tax, fee or other charge.
Clause type: headings
The Table of Contents and Article and Section headings used in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement.
Clause type: payment_terms
 Seller will invoice upon shipment. All payments are due within 30 days of the date of the invoice except that payments in Japan are due within 60 days of the date of the invoice. All amounts due shall be paid in the currency found on the invoice. If any payment is not made by the due date Seller may exercise all rights and remedies available by law, including without limitation, suspending performance. Purchaser shall pay for all costs (including reasonable attorneys’ fees) incurred by Seller in connection with the collection of late payments. Each purchase order is a separate, independent transaction, and Purchaser has no right of set-off against other purchase orders or other transactions with Seller. Seller will determine payment terms on a per-order basis and may modify credit terms in its discretion. Any amounts not paid when due will accrue interest at the rate of 1.5% per month, or the maximum amount allowed by law, if lower.
Clause type: interest
 7.1 Subject to the terms of this Agreement the Borrowers shall pay to the Lender interest in respect of each Advance (or the relevant part thereof) accruing at the Interest Rate for each Interest Period relating thereto in arrears on the last day of each Interest Period, provided that where such Interest Period is of a duration longer than three (3) months, accrued interest in respect of such Advance (or such part thereof) shall be paid every three (3) months during such Interest Period and on the last day of such Interest Period.
Clause type: payment_terms
 Customer will pay Verizon invoices within 30 days of the invoice date. Amounts not paid on or before 30 days from the invoice date will be past due, and interest will accrue on any past due amount from the invoice due date until payment (whether before or after judgment) at the annual rate of two per cent above the base lending rate from time to time of the Royal Bank of Scotland plc. If Customer's account(s) reflect a credit balance, Customer must designate, in writing, within such 30 days the account(s) and charges to which such credit balances are to be applied; Verizon may elect to apply any undesignated credit balance(s) to the account(s) with the oldest unpaid charges. For the avoidance of doubt, the foregoing credit balances will only be applied to accounts for the same Customer entity. Without prejudice to any other rights under applicable law, Verizon also may exercise the following remedies with respect to any past due amount other than Disputed Amounts: (a) setting it off against any Security and requiring the Security to be increased by an additional amount; (b) suspending or terminating the Agreement or a Contract in accordance with the clauses entitled “Termination” and “Services Suspension”; and/or (c) exercising any other rights it may have with respect to any surety, security interest or other assurance of payment. Customer agrees to pay Verizon its reasonable expenses, including legal and collection agency fees, incurred in enforcing its rights under the Agreement or a Contract. Verizon may invoice Customer up to six months after the date a charge accrues; for charges invoiced after that, Customer may request a credit (except that in cases involving fraud or third party charges, charges may be invoiced without the time limitation stated above applying provided that they are invoiced within a reasonable period after Verizon becomes aware of such charges).
Clause type: compensation
 The Adviser recognizes that it receives compensation for performing investment advisory services for the Portfolio pursuant to a separate investment advisory agreement with the Portfolio and agrees to receive no additional compensation for rendering its services to the Company under this Agreement.
Clause type: compensation
 As compensation for performing the services required by this Agreement, and during the term of this Agreement, the Executive shall be compensated as follows:
Clause type: ownership_of_shares
 Following the Pre-Closing Transfer, CAIPar is the direct and record owner of 624,134 shares of Company Class A Common Stock, and has good and valid title to such shares, free and clear of any Liens or Restrictions, except those arising under this Agreement. Except as set forth herein, CAIPar has sole voting power, and sole power of disposition, with respect to all such 624,134 shares of Company Class A Common Stock and there are no restrictions on CAIPar s ability to transfer such shares.
Clause type: payment
 The Licensee agrees to pay to the Licensor license fees determined in accordance with the calculation method and the form of payment as set forth in Exhibit 2.
Clause type: headings
The headings of the Sections and subsections of this Agreement have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of the terms or provisions hereof.
Clause type: investment-company-act
 Neither the Company nor any Company Subsidiary is required to register as an “investment company” as that term is defined in, and is not otherwise subject to regulation under, the Investment Company Act of 1940 (the “Investment Company Act”).
Clause type: taxes
 The Borrower and its Subsidiaries have filed or caused to be filed on a timely basis and in correct form all United States federal and applicable state tax returns and other material tax returns which are required to be filed and have paid all material taxes due pursuant to said returns or pursuant to any assessment received by the Borrower or any Subsidiary, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided in accordance with GAAP. As of the date hereof, the United States income tax returns of the Borrower on a consolidated basis have been audited by the Internal Revenue Service through its Fiscal Year ending December 31, 1997 and, to the Borrower's knowledge, there are no pending audits or investigations regarding the Borrower's or its Subsidiaries' federal, state or local tax returns which could reasonably be expected to have a Material Adverse Effect. No tax liens have been filed and no claims are being asserted with respect to any such taxes which could reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Borrower and its Subsidiaries in respect of any taxes or other governmental charges are in accordance with GAAP.
Clause type: grant
 Novartis will provide the Grant Amount as set forth in Exhibit A solely to support Grant Recipient in performing the Grant Activity as set forth in Exhibit A.
Clause type: now
THEREFORE in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:
Clause type: whereas
in connection with the Credit Agreement, the Borrower and certain of its Affiliates (other than the Additional Grantor) have entered into the Guarantee and Collateral Agreement, dated as of March 18, 1999 (as amended, supplemented or otherwise modified from time to time, the "Guarantee and Collateral Agreement"), in favor of the Funding Agent for the benefit of the Lenders;
Clause type: financing
 The students served by this Program are residents of one of the Districts, and accordingly, it is acknowledged that each District retains the responsibility to provide an appropriate public education for its students. Prior to the start of each year, the NWESD will develop a proposed budget, comparing the amount anticipated to be received as apportionment with planned costs of the Program. The NWESD shall receive indirect costs of nine percent (9%) for administering this Program. Such budget will be provided to each District representative and the Advisory Council members for review. Any and all program enhancements and associated costs beyond those funded by state apportionment will be proportionately distributed among the Districts. Each District’s contribution will be determined by calculating the five year (5) average percentage of the Program its students represent, based on monthly enrollment reporting, and a proportionate share of students who are non-county residents. Specifically, each District’s total number of student FTE will be divided by the total FTE within the Program, and then added to each District’s proportionate share of the non-county resident population to calculate the District total proportionate share. The NWESD will invoice in accordance with the following schedule.
Clause type: loans
 Make any loans or other advances of money to any Person, except (a) advances to an officer or employee for salary, travel expenses, commissions and similar items in the Ordinary Course of Business, or other loans to officers or employees not exceeding (i) $250,000 in the aggregate for all loans outstanding at any time to officers and (ii) $100,000 in the aggregate for all loans outstanding at any time to employees; (b) prepaid expenses and extensions of trade credit made in the Ordinary Course of Business; (c) deposits with financial institutions permitted hereunder; and (d) as long as no Default or Event of Default exists, intercompany loans by a Borrower to another Borrower (other than Cure Leasing or AmeriQuest Remarketing); (e) intercompany loans by a Borrower to Cure Leasing after the Fixed Charge Compliance Date; provided, that maximum aggregate amount of such loans shall not exceed $500,000 per twelve month period (less the amount of any capital contributions made pursuant to clause (f) of the definition of Restricted Investment during the corresponding time period) and no such loans shall permitted if a Default or Event of Default exists at the time of or would result from the making of such loans; further provided, that additional loans in excess of those described in the immediately preceding proviso shall be permitted so long as the Specified Transaction Conditions are satisfied in connection therewith; and (f) intercompany loans by a Borrower to AmeriQuest Remarketing to be used by AmeriQuest Remarketing to acquire vehicles that have not been refinanced with long-term Debt; provided, that maximum aggregate amount of such loans shall not exceed $500,000 per twelve month period (less the amount of any capital contributions made pursuant to clause (g) of the definition of Restricted Investment during the corresponding time period)and no such loans shall permitted if a Default or Event of Default exists at the time of or would result from the making of such loans.
Clause type: capitalization
 The authorized, issued and outstanding shares of capital stock of the Company are as set forth in the Registration Statement and the Prospectus under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to this Agreement or the Alternative Distribution Agreements or pursuant to reservations, agreements or employee benefit plans referred to in the Registration Statement and the Prospectus or pursuant to the exercise, redemption, or exchange of convertible or exchangeable securities, options or warrants referred to in the Registration Statement and the Prospectus, including common units of partnership interests in the Operating Partnership (the “OP Units”)). The issued and outstanding shares of capital stock of the Company, have been duly authorized and validly issued and are fully paid and non assessable. None of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company. The OP Units have been duly authorized for issuance by the Operating Partnership to the holders thereof and are validly issued and fully paid. Except as described in the Registration Statement and the Prospectus, there are no other OP Units outstanding as of the date hereof other than those owned by the Company. Except as set forth in the Registration Statement and the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership.
Clause type: confidentiality
The Contributor acknowledges that the matters relating to the REIT, the IPO, this Agreement, and the other documents, terms, conditions and information related thereto (collectively, the “Information”) are confidential in nature. Therefore, the Contributor covenants and agrees to keep the Information confidential and will not (except as required by applicable law, regulation or legal process including applicable securities laws), without the Acquirer’s prior written consent, disclose any Information in any manner whatsoever; provided, however, that the Information may be revealed only to the Contributor’s key employees, legal counsel and financial advisors, each of whom shall be informed of the confidential nature of the Information and shall agree to act in accordance with the terms of this Section 7.5. In the event that the Contributor or its key employees, legal counsel or financial advisors (collectively, the “Information Group”) are requested pursuant to, or required by, applicable law (other than in connection with the IPO), regulation or legal process to disclose any of the Information, the applicable member of the Information Group will notify the Acquirer promptly so that it may seek a protective order or other appropriate remedy or, in its sole discretion, waive compliance with the terms of this Section 7.5. In the event that no such protective order or other remedy is obtained, or that the Acquirer waives compliance with the terms of this Section 7.5, the applicable member of the Information Group may furnish only that portion of the Information which it is advised by counsel is legally required and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Information. The Contributor acknowledges that remedies at law may be inadequate to protect the Acquirer or the REIT against any actual or threatened breach of this Section 7.5, and, without prejudice to any other rights and remedies otherwise available, the Contributor agrees to the granting of injunctive relief in favor of the REIT and/or the Acquirer without proof of actual damages. Notwithstanding any other express or implied agreement to the contrary, the parties agree and acknowledge that each of them and each of their employees, representatives, and other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinio...
Clause type: ownership_of_shares
 All of the Shares are beneficially owned by Seller, free and clear of all Liens and no Person has any option or other right to acquire all or any of the Shares or any right, title or interest in or with respect to the Shares from Seller. Upon delivery of the certificates representing the Shares pursuant to this Agreement, the Buyer will acquire good, valid and marketable title to the Shares, free and clear of all Liens other than the Lock-up (as defined in Section 4.2(d) below).
Clause type: base-salary
 During the Employment Period, the Company will pay to Executive a base salary in an amount not less than that in effect for Executive on the Effective Date (“Base Salary”), less normal withholdings, payable in equal monthly or more frequent installments as are customary under the Company’s payroll practices from time to time. The Compensation Committee of the Board shall review Executive’s Base Salary annually and in its sole discretion, subject to approval of the Board, may increase Executive’s Base Salary from year to year. The annual review of Executive’s salary by the Board will consider, among other things, Executive’s own performance and the Company’s performance.
Clause type: headings
Any paragraph headings in this Agreement are for convenience of reference only, and shall be given no effect in the construction or interpretation of this Agreement or any provisions thereof.
Clause type: interest
 The Indemnitors shall pay the indemnified persons interest in arrears on amounts owing by the Indemnitors under this Agreement from the time that the relevant payment on a Guarantee is made by the indemnified person until the Indemnitors pay the indemnified person in respect of such payment in accordance with this Agreement, such interest to be at the Prime Rate.