bhaskrr/legal-clauses huggingface dataset:
Clause type: entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
Clause type: insurance
Section 2.23 of the Disclosure Schedule lists all insurance policies and fidelity bonds covering the assets, business, equipment, properties, operations, employees, officers and directors of the Company or any of its Subsidiaries or any ERISA Affiliate, including the type of coverage, the carrier, the amount of coverage, the term and the annual premiums of such policies. There is no claim by the Company or any ERISA Affiliate pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed or that the Company or any of its Subsidiaries or any ERISA Affiliate has a reason to believe will be denied or disputed by the underwriters of such policies or bonds. In addition, there is no pending claim of which its total value (inclusive of defense expenses) will exceed the policy limits. All premiums due and payable under all such policies and bonds have been paid, (or if installment payments are due, will be paid if incurred prior to the Closing Date) and the Company and its Subsidiaries and its ERISA Affiliates are otherwise in material compliance with the terms of such policies and bonds (or other policies and bonds providing substantially similar insurance coverage). Such policies and bonds (or other policies and bonds providing substantially similar coverage) have been in effect since five years prior and remain in full force and effect. The Company has no Knowledge of threatened termination of, or premium increase with respect to, any of such policies. Neither the Company, any of its Subsidiaries nor any affiliate of the Company has ever maintained, established, sponsored, participated in or contributed to any self-insurance plan.
Clause type: counterparts
This Agreement may be executed in any number of counterparts by original or facsimile signature, each such counterpart shall be an original instrument, and all such counterparts together shall constitute one and the same agreement.
Clause type: miscellaneous
a. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing such instrument to be drafted. The terms “hereby,” “hereof,” “hereunder,” and any similar terms, as used in this Agreement, refer to the Escrow Agreement in its entirety and not only to the particular portion of this Agreement where the term is used. The word “
Clause type: severability
If any provision in this Agreement is finally determined to be invalid, void or unenforceable by any court or other Governmental Authority having jurisdiction, such determination shall not invalidate, void or make unenforceable any other provision, agreement or covenant of this Agreement; provided that if the Developer (or any third party, but only if such third party is not acting at the direction of the Connecting Transmission Owner) seeks and obtains such a final determination with respect to any provision of the Alternate Option (Article 5.1.2), or the Negotiated Option (Article 5.1.4), then none of these provisions shall thereafter have any force or effect and the rights and obligations of Developer and Connecting Transmission Owner shall be governed solely by the Standard Option (Article 5.1.1).
Clause type: loans
 Except as expressly provided for in Section 4, none of the parties to this Agreement shall have any obligation to make loans to the Company.
Clause type: entire
Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the party to the charged.
Clause type: base-salary
 That number of months set forth in Schedule A of Executive’s annual Base Salary in effect under Section 4(a); payable in a lump sum payment as soon as administratively practicable following the date the release set forth in Section 7(c) is not subject to revocation and, in any event, within sixty (60) days following the Effective Date of Termination; and
Clause type: notices
All notices, requests, claims, demands, and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly received if so given) by hand delivery, telegram, telecopy, or by mail (registered or certified mail, postage prepaid, return receipt requested) or by any courier service, such as Federal Express, providing proof of delivery. All communications under this Agreement shall be delivered to the respective parties at the following addresses: If to the Stockholders: At the address set forth beside each Stockholder’s name listed on Schedule 1. with copies to: Main Street Restaurant Group, Inc. 5050 N. 40th Street, Suite 200 Phoenix, Arizona 85018 Facsimile: (602) 852-0001 Attention: Chief Executive Officer and to: Greenberg Traurig, LLP 2375 East Camelback Road, Suite 700 Phoenix, Arizona 85016 Facsimile: (602) 445-8603 Attention: Brian H. Blaney, Esq. If to Parent or Purchaser: BR Main Street, Inc. c/o The Briad Group 78 Okner Parkway Livingston, New Jersey 07039 Facsimile: (973) 369-1303 Attention: Bradford L. Honigfeld with copies to: Pryor Cashman Sherman & Flynn LLP 410 Park Avenue, 10th Floor New York, New York 10022 Facsimile: (212) 421-4100 Attention: Blake Hornick, Esq. or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.
Clause type: ownership_of_shares
 The shares of AFT Common Stock are owned of record and beneficially by the AFT Shareholders. The AFT Shareholders possess full authority and legal right to sell, transfer, and assign the entire legal and beneficial ownership of the shares of AFT Common Stock, free from all liens, claims, and encumbrances of any kind; and there are no outstanding rights or obligations granted by the AFT Shareholders to purchase or acquire any of the shares of AFT Common Stock or any interest in any of the shares of AFT Common Stock. Upon transfer of the shares of AFT Common Stock to LPME at the Closing, LPME will receive the entire legal and beneficial interest in the shares of AFT Common Stock, free and clear of all liens, claims, and encumbrances and subject to no legal or equitable restrictions of any kind.
Clause type: whereas
the Company and the Depositary executed the Deposit Agreement for the purposes set forth therein; and
Clause type: ownership_of_shares
 Univision has legal title to, beneficial ownership of, and the power and authority to sell the Shares and owns and is transferring the Shares free and clear of any Liens.
Clause type: loans
 Granted The Guarantor did not provide any loans to third parties that are not the Debtors, except for the Permitted Loans.
Clause type: compensation
 6.1 Each Co-Administrator will from time to time employ or associate with itself such person or persons as the Co-Administrator may believe to be particularly suited to assist it in performing services under this Agreement. Such person or persons include officers and employees who are employed by both the Co-Administrator and the Fund. The Co-Administrator shall pay the compensation of such person or persons and no obligation shall be incurred on behalf of the Fund in such respect.
Clause type: whereas
the Adviser is or soon will be registered as an investment adviser under the Investment Advisers Act of 1940; and
Clause type: investment-company-act
 The Trust is not, and after giving ----------------------- effect to the offering and sale of the Preferred Securities will not be, an "investment company," or an entity "controlled" by an "investment company," ------------------ ---------- ------------------ as such terms are defined in the Investment Company Act of 1940, as amended (the "Investment Company Act"). ----------------------
Clause type: investments
 The Companies agree that they will not and will not permit any Subsidiary to make any investment in, or any loan or advance to, or own, purchase or acquire (other than as allowed in Section 6.11) any stock or securities of, any Person (all of the foregoing being herein called "Restricted Investments"), except that:
Clause type: notices
All notices, copies, requests, consents, demands and other communications required hereunder shall be in writing and telecopied or delivered to the intended recipient at the "Address for Notices" specified beneath its name on the signature pages hereof or, as to either party, at such other address as shall be designated by such party in a notice hereunder to the other party. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given when transmitted by telecopier or personally delivered or, in the case of a mailed notice, upon receipt, in each case given or addressed as aforesaid.
Clause type: compensation
 (a) Adviser agrees to pay to Sub-Adviser and Sub-Adviser agrees to accept as full compensation for all services rendered by Sub-Adviser as such a fee, computed daily and payable monthly, at the annual rate set forth on Schedule A attached hereto. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. (b) For purposes of this Agreement, the net assets of the Portfolio shall be calculated pursuant to the procedures adopted by resolutions of the Fund's Board of Trustees for calculating the value of the Fund's assets or delegating such calculations to third parties. (c) If Adviser waives any or all of its advisory fee payable under the Advisory Agreement, or reimburses the Fund pursuant to Section 8(b) of that Agreement, with respect to the Portfolio, Sub-Adviser will bear its share of the amount of such waiver or reimbursement by waiving fees otherwise payable to it hereunder on a proportionate basis to be determined by comparing the aggregate fees that would otherwise be paid to it hereunder with respect to the Portfolio to the aggregate fees that would otherwise be paid by the Fund to Adviser under the Advisory Agreement with respect to the Portfolio. Adviser shall inform Sub-Adviser prior to waiving any advisory fees. 8.
Clause type: counterparts
This Agreement may be executed in multiple counterparts, each of which will constitute an original, but all of which together will constitute one and the same instrument. Delivery of an executed signature page to this Agreement by either Party by electronic transmission will be as effective as delivery by such Party of a manually executed copy of this Agreement.
Clause type: payment
 The said Purchase Price shall be paid in full free of bank charges to Sellers nominated bank on delivery of the Vessel, but not later than 3 banking days after the Vessel is in every respect physically ready for delivery in accordance with the terms and conditions of this Agreement and Notice of Readiness has been given in accordance with Clause 5.
Clause type: governing
Law. This Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the relationships of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within such State.
Clause type: payment
 Each Party shall pay, or cause to be paid, in United States dollars in immediately available funds, all amounts that become due and payable by such Party pursuant to any statement issued hereunder, to a bank account or accounts designated by and in accordance with instructions issued by the other Party. Each payment of any amount owing hereunder shall be in the full amount due without reduction or offset for any reason (except as expressly allowed under this Agreement), including Taxes, exchange charges, or bank transfer charges. Notwithstanding the preceding sentence, the paying Party shall not be responsible for a designated bank’s disbursement of amounts remitted to such bank, and a deposit in immediately available funds of the full amount of each statement with such bank shall constitute full discharge and satisfaction of the statement.
Clause type: ownership_of_shares
 As of the date hereof, none of Parent, Merger Sub or their respective affiliates owns (or, at any time during the past three years, owned) (directly or indirectly, beneficially or of record) any Common Shares and none of Parent, Merger Sub or their respective affiliates holds (or, at any time during the past three years, held) any rights to acquire or vote any Common Shares except pursuant to this Agreement.
Clause type: definitions
For the purposes of this Appendix A the following terms shall have the meanings indicated below:
Clause type: termination
This Agreement may be terminated at any time prior to the Closing as follows, and in no other manner:
Clause type: investments
 Neither the Borrower nor any Restricted Subsidiary will purchase or otherwise acquire any Equity Interests or evidence of any Indebtedness in any other Person if (a) such purchase or other acquisition violates the Borrower’s or such Restricted Subsidiary’s partnership or other governing agreement, and (b) after giving effect to such purchase or other acquisition, the Borrower or such Restricted Subsidiary is not in compliance with Section 6.09.
Clause type: base-salary
 The Company shall pay you a base salary at the rate of not less than $1,000,000 per annum during the term of employment (“Base Salary”). The Company may increase, but not decrease, your Base Salary during the term of employment. Base Salary shall be paid in accordance with the Company’s customary payroll practices.
Clause type: compensation
 As full compensation for the Contractor's complete and satisfactory performance of the work and activities described in the Contract Documents, the District agrees to pay Contractor, and Contractor agrees to accept the sum of Dollars ($ ), which shall be paid to the Contractor according to the Contract Documents.
Clause type: now
THEREFORE in consideration of the mutual covenants, conditions and agreements herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:
Clause type: termination
During the Term, the employment of the Executive under this Agreement may be terminated only as follows:
Clause type: taxes
 Borrower will pay when due all taxes, assessments and other governmental charges imposed upon it or its assets, franchises, business, income or profits before any penalty or interest accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which by law might be a lien or charge upon any of its assets, provided that (unless any material item or property would be lost, forfeited or materially damaged as a result thereof) no such charge or claim need be paid if it is being diligently contested in good faith, if Bank is notified in advance of such contest and if Borrower establishes an adequate reserve or other appropriate provision required by generally accepted accounting principles and deposits with Bank cash or bond in an amount acceptable to Bank.
Clause type: taxes
 All payments and distributions made hereunder by the SPV, the Originators or the Servicer (each, a “payor”) to any Investor, any Managing Agent or any other Secured Party (each, a “recipient”) shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and any other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority on any recipient (or any assignee of such parties) but excluding Excluded Taxes (such non-excluded items being called “Taxes”). In the event that any withholding or deduction from any payment made by the payor hereunder is required in respect of any Taxes, then such payor shall:
Clause type: base-salary
 The Company shall pay the Employee a fixed salary (“Base Salary”) at a rate of Three Hundred Fifty Thousand Dollars ($350,000.00) per year. The Board of Directors shall review the Employee’s Base Salary annually with a view to increasing such Base Salary if, in the judgment of the Board of Directors, the earnings of the Company or the services of the Employee merit such an increase. Base Salary will be payable in accordance with the customary payroll practices of the Company.
Clause type: payment
 The Drainage Authority shall pay to the Company all fees, surcharges and other amounts provided for above as follows:
Clause type: investments
 Except in the ordinary course of business and consistent with past practices, the Company shall not, and shall not permit any of its Subsidiaries, directly or indirectly, to make or own any Investment in any Person except: (a) Investments in Cash Equivalents; provided that such Cash Equivalents are not subject to setoff rights in favor of the issuing bank arising from any existing banking relationship; (b) intercompany loans and investments to the extent permitted under Section 9.2 or 9.4; (c) loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding; (d) Investments of less than $100,000, provided that the aggregate of such Investments is less than $1,000,000; (e) Investments in existence on the Closing Date; and (f) as provided on SCHEDULE 9.11.
Clause type: representations
and Warranties. Any representation or warranty made, or deemed made under Section 5.2, by or on behalf of the Company or any Subsidiary to the Agents or the Banks in this Agreement or in any certificate or written information delivered in connection with this Agreement or any other Loan Document shall be materially false as of the date on which made or deemed to have been made.
Clause type: headings
Headings in this Agreement are only set out for reading convenience, and shall not be used to interpret, explain or otherwise influence the meaning of the provisions of this Agreement.
Clause type: investment-company-act
 Borrower is not an "investment company" or a company controlled by an "investment company" within the meaning of the Investment Company Act of 1940, as amended. Borrower is not a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended.
Clause type: board
 The parties will use their best efforts to cause the appointment and election of a board of directors of Purchaser effective immediately after closing consisting of Scott L. Glenn, Chairman, Robert Petcavich, H. Mac Busby, Michael Trinkle and Ellen Preston.
Clause type: investment-company-act
 No Group Member is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. . As of the Closing Date, (a) Schedule 5.15 sets forth the name and jurisdiction of organization of each Restricted Subsidiary and, as to each such Restricted Subsidiary, the percentage of each class of Capital Stock owned by any Group Member and (b) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments of any nature relating to any Capital Stock of the Group Member (other than the Borrower), except as created by the Loan Documents.
Clause type: interest
 (a) Each Junior Subordinated Note will bear interest at (i) the rate of 7.50% per annum (the “Fixed Coupon Rate”) until June 30, 2016 (the “Fixed Rate Period”), and (ii) the Three-Month LIBOR Rate plus 2.825% per annum, reset quarterly on the LIBOR Rate Reset Dates (the “Floating Coupon Rate” and, together with the Fixed Coupon Rate, the “Coupon Rate”), from June 30, 2016 up to, but not including, the Stated Maturity (the “Floating Rate Period”), and will bear interest on any overdue principal at the then prevailing Coupon Rate and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the then prevailing Coupon Rate (“Additional Interest”), compounded semi-annually for the Fixed Rate Period and quarterly for the Floating Rate Period, payable (subject to the provisions of Article IV) semi-annually in arrears on the 30th day of June and December of each year during the Fixed Rate Period and quarterly in arrears on the 30th day of March, June, September and December of each year during the Floating Rate Period (each, an “Interest Payment Date”), commencing on December 30, 2006 for the Fixed Rate Period and September 30, 2016 for the Floating Rate Period to the Person in whose name such Junior Subordinated Note is registered, subject to certain exceptions, at the close of business on the Record Date next preceding such Interest Payment Date. The “
Clause type: whereas
as described in the Prospectus, $300,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $345,000,000 if the Underwriters’ option to purchase additional units is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”) for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,” the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and
Clause type: whereas
the Fund is able to rely on an order from the Securities and Exchange Commission (hereinafter the “SEC”) granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended, (hereinafter the “1940 Act”) and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity and variable life insurance separate accounts of life insurance companies that may or may not be affiliated with one another and qualified pension and retirement plans (“Qualified Plans”) (hereinafter the “Mixed and Shared Funding Exemptive Order”); and
Clause type: now
THEREFORE in consideration of the mutual covenants and agreements set forth herein, the parties hereto agree as follows:
Clause type: base-salary
 As compensation for the agreements made by the Executive herein and the performance by the Executive of his obligations hereunder, the Company shall pay the Executive a base salary at the rate of $475,000 per annum (the “Base Salary”), payable in accordance with the Company’s payroll practice as in effect from time to time and subject to annual review and possible increase, but not decrease, as determined by the Board in its discretion.