bhaskrr/legal-clauses huggingface dataset:
Clause type: termination
In addition to the termination rights already contained in the Agreement, (i) at any time prior to the second anniversary hereof, at your option you may terminate the Agreement at any time in order for you to enter into a mutually satisfactory mutual fund dealer agreement with the principal underwriter that is an affiliate of Legg Mason for the Investment Company (a "Dealer Agreement") and (ii) at any time following the second anniversary of the date hereof, either party may at its option terminate the Agreement at any time in order for you to enter into a Dealer Agreement ; provided, that any such termination shall only be effective upon execution and delivery of a Dealer Agreement which shall be, unless the parties thereto otherwise agree, in substantially the form presented to the Board of the Investment Company and attached hereto as Exhibit B with such additional changes as may be appropriate to reflect changes in applicable laws, regulations or industry practice.
Clause type: base-salary
 During the Employment Period, for all services rendered by Executive under this Agreement, Employer shall pay Executive annual salaries (each a “Base Salary”, the term “Base Salary” as used in this Agreement referring to the appropriate Base Salary as in effect from time to time) of: (i) for 2007, $350,000; (ii) for 2008, an amount equal to the sum of (A) the Base Salary for 2007 and (B) the Annual Adjustment for 2008; and (iii) for 2009, an amount equal to the sum of (A) the Base Salary for 2008 and (B) the Annual Adjustment for 2009. Each Base Salary shall be payable in accordance with the customary payroll policy of Employer in effect at the time such payment is made, or as may otherwise be mutually agreed upon by the parties. A Base Salary may be increased from time to time at the discretion of the Board of Directors, taking into account the growth and earnings of Employer and its subsidiaries. In addition, Employer shall provide to Executive an automobile with applicable insurance comparable with other members of senior management. For all purposes under this Agreement:
Clause type: investment-company-act
 None of the Corporations is an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. None of the Corporations is subject to regulation under any federal or state statute or regulation which limits its ability to incur Indebtedness.
Clause type: interest
 Amounts standing to the credit of each Account of a Borrower (other than the Overdraft Account) shall bear interest at the rate (unless otherwise agreed between the Bank and the relevant Borrower) which is certified by the Bank to that Borrower to be the rate quoted by the Bank to its customers for deposits in Dollars for such period as the Bank may determine and in an amount comparable with the amount for the time being standing to the credit of that Account, such interest to be credited to such Account at the expiry of each such period of deposit and to accrue from day to day and to be calculated on the basis of a three hundred and sixty (360) day year and the actual number of days elapsed Provided however that the Overdraft Account shall be a non-interest bearing account.
Clause type: ownership_of_shares
 Transferor is the legal and beneficial owner of the Shares, free and clear of any liens, claims, security interests, options, charges or any other encumbrance, limitation or restriction whatsoever. The Shares are duly authorized, validly issued, fully paid and nonassessable. None of the Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares. Upon the sale and transfer of the Shares, and payment therefor, in accordance with the provisions of this Agreement, assuming that Transferee does not have notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”), to such Shares and obtains “control” of such Shares within the meaning of Section 8-106 of the UCC, (i) Transferee shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, and (ii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Transferee with respect to such Shares.
Clause type: loans
 Subject to the terms and conditions set forth herein, each Lender severally agrees to make a loan (each such loan, a “Loan”) to the Borrower in Dollars on the Closing Date, in an aggregate amount equal to such Lender’s Commitment. Any amount borrowed under this Section 2.01 and subsequently repaid and prepaid may not be reborrowed. Subject to Section 2.04, all amounts owed hereunder with respect to the Loans shall be paid in full no later than the Maturity Date. Each Lender’s Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Commitment, if any, on such date. Loans may be Base Rate Loans or LIBO Rate Loans, as further provided herein.
Clause type: headings
The headings in this Agreement are inserted for convenience of reference only and shall not be a part of or control or affect the meaning of any provision hereof.
Clause type: headings
The division of this Agreement into Articles, Sections, Subsections and other subdivisions and the insertion of headings are for convenience or reference only and shall not affect or be utilized in the construction or interpretation hereof.
Clause type: loans
 No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. Such authority may be general or confined to specific instances.
Clause type: capitalization
 (a) As of the date hereof, the authorized capital stock of the Company consists of 285,000,000 shares of Common Stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share, of which 2,000,000 shares are designated Series A-1 Preferred Stock. As of the date hereof, the Company has 190,776,482 issued shares of Common Stock, of which no shares are held by the Company as treasury shares and 190,776,482 are outstanding; 766,195 shares of Series A-1 Preferred Stock are outstanding; 4,000,000 shares of Common Stock are reserved for issuance under the Company’s 1999 Stock Option Plan, under which 2,223,368 shares are subject to outstanding options and no further grants will be made; 7,000,000 shares of Common Stock are reserved for issuance under the Company’s 2009 Stock Compensation Plan, under which 3,465,640 shares are subject to outstanding awards and 3,461,375 shares are available for grant; 4,129,443 shares are subject to outstanding non-plan options and 31,374,223 shares of Common Stock are reserved for issuance upon the exercise of warrants and other convertible securities outstanding on the date hereof. As of the date hereof the Company has no other shares of capital stock authorized, issued, outstanding or reserved. A capitalization table presenting the capitalization of the Company as of the date hereof is set forth on Schedule 5.1(a) hereto.
Clause type: investments
 The Borrower shall not, and shall not permit any other Subject Entity to, make any Investments other than Permitted Investments.
Clause type: dividends
 The Company shall use its best efforts for the Acquiror to effect a one-for-one (1-for-1) dividend to the holders of Shares of the Company after the Closing Date but not before a class of preferred stock has been authorized as set forth in Section 8.5.
Clause type: loans
 Make any loans or other advances of money (other than for salary, travel advances, advances against commissions and other similar advances in the ordinary course of business) to any Person, including, without limitation, any of Borrower's Affiliates, officers or employees, except that Borrower may have loans or other advances of money outstanding to its employees so long as the aggregate outstanding principal balance thereof does not exceed $150,000 at any one time.
Clause type: miscellaneous
Amend Section 5.2 [Pro Rata Treatment of Lenders], 10.3 [Exculpatory Provisions, Etc.] or 5.3 [Sharing of Payments by Lenders] or this Section 11.1, alter any provision regarding the pro rata treatment of the Lenders or requiring all Lenders to authorize the taking of any action or reduce any percentage specified in the definition of Required Lenders, in each case without the consent of all of the Lenders (other than Defaulting Lenders); provided that no agreement, waiver or consent which would modify the interests, rights or obligations of the Administrative Agent or the Issuing Lender may be made without the written consent of such Administrative Agent or Issuing Lender, as applicable, and provided, further that, if in connection with any proposed waiver, amendment or modification referred to in Sections 11.1.1 through 11.1.4 above, the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each a “Non-Consenting Lender”), then the Borrowers shall have the right to replace any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 5.6.2 [Replacement of a Lender].
Clause type: counterparts
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered will be deemed to be an original and all of which taken together will constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier will be effective as delivery of a manually executed counterpart of this Agreement.
Clause type: ownership_of_shares
 The Shares being sold by the Seller have been validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive rights There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Shares or obligating the Seller sell or otherwise Encumber any shares of Preferred Stock. The Shares listed opposite the Seller’s name on Schedule A constitute all of the shares of Preferred Stock owned, beneficially and of record, by the Seller. The Seller holds good, valid and marketable title to all of such Shares, free and clear of all Encumbrances.
Clause type: loans
 No loans shall be contracted on behalf of the Company, and no negotiable paper shall be issued in its name unless specifically authorized by the Board of Directors.
Clause type: ownership_of_shares
 (a) On the date hereof, Hurray is the record and beneficial owner of all of the issued and outstanding shares of Hurray Times, the Hurray Media Shares and the Hurray Technologies Shares, free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such shares). Immediately prior to the Closing, Hurray Technologies will be the record and beneficial owner of all of the issued and outstanding shares of Hurray Times, free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such shares). Hurray will transfer and deliver to Shanda or the Shanda Designee(s) at the Closing valid title to the Hurray Technologies Shares free and clear of any Lien and any such limitation or restriction.
Clause type: payment
 To the extent not paid pursuant to other provisions of this Lease, and at Lessor’s sole election, Lessor may submit invoices and Lessee shall pay Lessee’s share of Additional Rent in monthly installments on the first day of each month in advance in an amount to be estimated by Lessor, based on Lessor’s experience in managing office/research and development projects. Within ninety (90) days following the end of the period used by Lessor in estimating Additional Rent, Lessor shall furnish to Lessee a statement (hereinafter referred to as “Lessor’s Statement”) of the actual amount of Lessee’s proportionate share of such Additional Rent for such period. Within fifteen (15) days thereafter, Lessee shall pay to Lessor, as Additional Rent, or Lessor shall remit or credit to Lessee, as the case may be, the difference between the estimated amounts paid by Lessee and the actual amount of Lessee’s Additional Rent for such period as shown by such statement. Monthly installments for the ensuing year shall be adjusted upward or downward as set forth in Lessor’s Statement.
Clause type: base-salary
 As of the Effective Date, the Company shall pay Executive a base salary of Three Hundred Fifty Thousand Dollars ($350,000) per year (“Base Salary”), payable in installments in accordance with the Company’s customary payroll practices, less such deductions and withholdings required by law or authorized by Executive. The Board of Directors of the Company (the “Board”) or the Compensation Committee of the Board (the “Compensation Committee”) shall review the amount of the Base Salary from time to time, but no less frequently than annually.
Clause type: interest
 Jacobs Entertainment, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 9.75% per annum. The Company shall pay interest and Additional Interest, if any, semi-annually on June 15 and December 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance of this Note. The Company shall pay interest (including Accrued Bankruptcy 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 2% per annum in excess of the rate then in effect; it shall pay interest (including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional 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 a 360-day year of twelve 30-day months.
Clause type: financing
 Parent has, or has available to it, sufficient funds to consummate the transactions contemplated by this Agreement.
Clause type: conversion_of_shares
 (a) Each Share issued and outstanding -------------------- immediately prior to the Effective Time (other than shares of Company Common Stock to be cancelled as set forth in Section 2.6(b) and 2.6(c)) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into, exchanged for and represent the right to receive an amount equal to the Per Share Amount in cash (the "Merger Consideration"), payable, -------------------- without interest, to the holder of such Share, upon surrender, in the manner described below, of the certificate that formerly evidenced such Share.
Clause type: investment-company-act
 The Company is not and, at Closing after giving effect to the sale of the Securities will not be an “investment company” as defined in the Investment Company Act of 1940 (the “Investment Company Act”).
Clause type: ownership_of_shares
 Each of the Stockholders, severally and not jointly, represents and warrants to the other Stockholders that, as of the date hereof, Schedule A accurately sets forth opposite such Stockholder’s name the number of shares of Common Stock and Preferred Stock owned by such Stockholder in all material respects.
Clause type: board
 Employee should at all times discharge his duties in consultation with and under the supervision of the Board of Directors of the Corporation. In the performance of his duties, Employee shall make his principal office such place as the Board of Directors of the Corporation and the Employee from time to time agree.
Clause type: ownership_of_shares
 Neither Parent nor Sub is, nor have either of them during the past three years been, the beneficial owner (as defined herein) of any Common Shares.
Clause type: foreign_investors
 IF SUBSCRIBER IS NOT A UNITED STATES PERSON (AS DEFINED BY SECTION 7701(A)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED), SUBSCRIBER HEREBY REPRESENTS THAT IT HAS SATISFIED ITSELF AS TO THE FULL OBSERVANCE OF THE LAWS OF ITS JURISDICTION IN CONNECTION WITH ANY INVITATION TO SUBSCRIBE FOR THE SECURITIES OR ANY USE OF THIS SUBSCRIPTION AGREEMENT, INCLUDING (I) THE LEGAL REQUIREMENTS WITHIN ITS JURISDICTION FOR THE PURCHASE OF THE SECURITIES, (II) ANY FOREIGN EXCHANGE RESTRICTIONS APPLICABLE TO SUCH PURCHASE, (III) ANY GOVERNMENTAL OR OTHER CONSENTS THAT MAY NEED TO BE OBTAINED, AND (IV) THE INCOME TAX AND OTHER TAX CONSEQUENCES, IF ANY, THAT MAY BE RELEVANT TO THE PURCHASE, HOLDING, REDEMPTION, SALE, OR TRANSFER OF THE SECURITIES. SUBSCRIBER’S SUBSCRIPTION AND PAYMENT FOR AND CONTINUED BENEFICIAL OWNERSHIP OF THE SECURITIES WILL NOT VIOLATE ANY APPLICABLE SECURITIES OR OTHER LAWS OF THE SUBSCRIBER’S JURISDICTION.
Clause type: representations
and Warranties. Each of the representations and warranties made by the Seller in Section 4 of this Agreement and in Section 6.1 of the Sale and Servicing Agreement shall be true and correct as of the date of this Agreement and as of the Subsequent Transfer Date.
Clause type: payment
 Compensation and payment to the Engineer for the services established under this Work Authorization shall be made in accordance with Article/Part/Section of the Agreement.
Clause type: governing
Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws.
Clause type: taxes
 (a) Any and all payments by or on behalf of the Borrower under any Loan Document shall be made, in accordance with Section 2.13, free and clear of and without deduction for any and all present or future Taxes, including levies, imposts, deductions, charges and withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and each Agent, (i) taxes imposed on (or measured by) its overall net income (however denominated), franchise taxes, and branch profits taxes, in each case only to the extent imposed by the jurisdiction under the laws of which such Lender or such Agent, as the case may be, is organized or any political subdivision thereof, by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof or as a result of a present or former connection between such Lender and the jurisdiction imposing such Tax (other than connections arising from such Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Advance or Loan Document), (ii) any branch profits Taxes imposed by the United States, (iii) backup withholding Tax imposed by the United States on payments by the Borrower to any Lender, (iv) any Tax that is imposed by the United States by reason of such recipient’s failure to comply with Section 2.14(f) and (v) any taxes imposed under FATCA, including as a result of such recipient’s failure to comply with Section 2.14(f)(iv) (all such excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments under any Loan Document being hereinafter referred to as “Excluded Taxes”). If the Borrower shall be required by applicable law to deduct any Taxes from or in respect of any sum payable under any Loan Document to any Lender or any Agent, (A) the Borrower shall make such deductions and (B) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. If the Borrower shall be required by applicable law to deduct any Taxes other than Excluded Taxes from or in respect of any sum payable under any Loan Document to any Lender or any Agent, the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable...
Clause type: miscellaneous
12.1 In the event that one or more additional investment companies managed or administered by Morgan Stanley Dean Witter Advisors Inc. or any of its affiliates ("Additional Funds") desires to retain MSDW TRUST to act as transfer agent, dividend disbursing agent and/or shareholder servicing agent, and MSDW TRUST desires to render such services, such services shall be provided pursuant to a letter agreement, substantially in the form of Exhibit A hereto, between MSDW TRUST and each Additional Fund.
Clause type: capitalization
 (a) The authorized capital of the Company consists of an unlimited number of Company Shares and an unlimited number of preferred shares issuable in series. As at the close of business the day prior to the date of this Agreement, 10,450,000 Company Shares were issued and outstanding and no preferred shares were issued and outstanding. There are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating the Company or any Company Subsidiary to issue or sell any shares of the Company or any Company Subsidiary or securities or obligations of any kind convertible into or exchangeable for any shares of the Company or any Company Subsidiary, nor are there outstanding any stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments. All outstanding Company Shares are validly issued and outstanding as fully paid and non-assessable shares, free of pre-emptive rights. There are no outstanding bonds, debentures or other evidences of indebtedness of the Company or any Company Subsidiary having the right to vote (or that are convertible for or exercisable into securities having the right to vote) with the holders of the Company Shares on any matter.
Clause type: representations
and Warranties. The Purchaser represents, warrants and covenants to the Seller that as of each Funding Date or as of such date specifically provided herein:
Clause type: representations
and Warranties. Each of the representations and warranties made by each Loan Party herein and in each other Loan Document shall be true and correct in all material respects on and as of such date as if made on and as of such date (except with respect to representations and warranties which specifically refer to an earlier date, which shall be true and correct in all material respects as of such earlier date), both before and after giving effect to the Loans requested to be made or the Letters of Credit requested to be issued on such date.
Clause type: loans
 So far as the Seller is aware, no Group Company owns the benefit of any debt (whether present or future, actual or contingent) other than: (i) debts owing to it in the ordinary course of its business; and (ii) debts owing to it from another Group Company.
Clause type: investment-company-act
 Neither the Borrower nor any of its Subsidiaries is an "INVESTMENT COMPANY" or a company "CONTROLLED" by an "INVESTMENT COMPANY," within this meaning of the Investment Company Act of 1940, as amended.