bhaskrr/legal-clauses huggingface dataset:
Clause type: insurance
Borrower, at its expense, shall (i) keep the Collateral insured against loss or damage, and (ii) maintain liability and other insurance, in each case in as ordinarily insured against by other owners in businesses similar to Borrower’s. All such policies of insurance shall be in such form, with such companies, and in such amounts as reasonably satisfactory to Bank. All policies of property insurance shall contain a lender’s loss payable endorsement, in a form satisfactory to Bank, showing Bank as an additional loss payee, and all liability insurance policies shall show Bank as an additional insured and specify that the insurer must give at least 20 days notice to Bank before canceling its policy for any reason. Within 30 days of the Closing Date, Borrower shall cause to be furnished to Bank a copy of its policies or certificate of insurance including any endorsements covering Bank or showing Bank as an additional insured. Upon Bank’s request, Borrower shall deliver to Bank certified copies of the policies of insurance and evidence of all premium payments. Proceeds payable under any casualty policy will, at Borrower’s option, be payable to Borrower to replace the property subject to the claim, provided that any such replacement property shall be deemed Collateral in which Bank has been granted a first priority security interest, provided that if an Event of Default has occurred and is continuing, all proceeds payable under any such policy shall, at Bank’s option, be payable to Bank to be applied on account of the Obligations.
Clause type: interest
 The Notes shall bear interest at a floating rate per year equal to the 3-Month U.S. dollar London Interbank Offered Rate (“3-Month LIBOR”), reset quarterly, plus 1.260% (the “Spread”), as described below. Interest will accrue from January 25, 2016 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be. Interest is payable quarterly, in arrears, on February 1, May 1, August 1 and November 1 of each year, subject to the Business Day Convention (each, an “Interest Payment Date”), commencing on May 2, 2016 to the Person in whose name the Notes were registered at the close of business on the Regular Record Date immediately preceding the applicable Interest Payment Date, whether or not such day is a Business Day, until the principal thereof is paid or made available for payment. If the date of maturity of principal of the Notes or the date fixed for redemption or payment in connection with an acceleration of any Note is not a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption or payment in connection with acceleration, and no interest shall accrue as a result of the delayed payment. The interest rate on the Notes for the first Interest Period will be 3-Month LIBOR, as determined on January 21, 2016 (treating January 21, 2016 as if it were an Interest Determination Date and January 25, 2016 as the related Interest Reset Date), plus the Spread. Thereafter, the interest rate on the Notes for any Interest Period will be 3-Month LIBOR, as determined on the applicable Interest Determination Date, plus the Spread. The interest rate on the Notes will be reset quarterly on each Interest Reset Date. For each Interest Period, interest on the Notes will be calculated on the basis of the actual number of days in the Interest Period divided by 360. The Calculation Agent will determine 3-Month LIBOR in accordance with the following provisions: With respect to any Interest Determination Date, 3-Month LIBOR will be the rate for deposits in U.S. dollars having a maturity of three months commencing on the related Interest Reset Date that appears on the designated LIBOR page as of 11:00 a.m., London time, on that Interest Determination Date. If no rate appears, 3-Month LIBOR, in respect of that Interest Determination Date, will be determin...
Clause type: taxes
 Except as set forth on Schedule 7.08, each of the Obligors has timely filed or caused to be filed all tax returns and reports required to have been filed and has paid or caused to be paid all taxes required to have been paid by it, except taxes that are being contested in good faith by appropriate proceedings and for which such Obligor has set aside on its books adequate reserves with respect thereto in accordance with GAAP.
Clause type: ownership_of_shares
 Neither Parent nor any of its Subsidiaries owns any Shares of Company Common Stock.
Clause type: definitions
For purposes of this Agreement, except as otherwise expressly provided or otherwise defined elsewhere in this Agreement, or unless the context otherwise requires, the capitalized terms in this Agreement shall have the meanings assigned to them in this Article as follows:
Clause type: payment_terms
 A. A&M System shall not pay any costs or fees as a direct result of this MSA. For services rendered as a result of this MSA, the A&M System or Member shall pay Provider for the services based on fees negotiated at the time a project(s) is assigned, to include reimbursables.
Clause type: taxes
 All fees do not include taxes. If Licensor is required to pay any sales, use, GST, VAT, or other taxes in connection with your order, other than taxes based on Licensor's income, such taxes will be billed to and paid by you. You will make all payments of fees to Licensor free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of fees to Licensor will be your sole responsibility and consequently the amount of such fees will be increased such that the net fee received by Licensor will be the same as if such withholding taxes were not imposed, and you will provide Licensor with official receipts issued by the appropriate taxing authority, or such other evidence as the Licensor may reasonably request, to establish that such taxes have been paid.
Clause type: investment-company-act
 The Company is not an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended.
Clause type: assignment
10.1 Without Party A’s prior written consent, Party B shall not assign its rights and obligations under this Agreement to any third party.
Clause type: investments
 The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, make or own any Investment in any other Person except:
Clause type: capitalization
 The authorized capital stock of Mykrolis consists solely of the following: (i) 250,000,000 shares of Mykrolis Common Stock, of which, as of February 1, 2005, 41,961,602 shares were issued and outstanding; and (ii) 5,000,000 shares of Preferred Stock, $.01 par value per share (the “Mykrolis Preferred Stock”), of which, as of the date of this Agreement, none is issued and outstanding. No shares of Mykrolis Common Stock are held in the treasury of Mykrolis. All of the issued and outstanding shares of capital stock of Mykrolis and each of its corporate Subsidiaries, and all of the limited liability company interests of each of its limited liability company Subsidiaries, have been duly authorized and validly issued, are fully paid and nonassessable (in the case of such capital stock), and were not granted in violation of any statutory preemptive rights. As of the date of this Agreement, there are no outstanding subscriptions, options, warrants, rights, calls, or other agreements or commitments of any character pursuant to which Mykrolis or any of its Subsidiaries is or may become obligated to issue, sell, transfer, or otherwise dispose of, or purchase, redeem, or otherwise acquire, any shares of capital stock of, or other equity interests in, Mykrolis or any of its Subsidiaries, and there are no outstanding securities convertible into or exchangeable for any such capital stock or other equity interests, except for (i) options to purchase up to an aggregate of 6,809,003 shares of Mykrolis Common Stock at the exercise prices set forth in the Mykrolis Disclosure Schedule, (ii) the Common Stock Rights Agreement, dated as of November 29, 2001, between Mykrolis and Equiserve Trust Company, N.A., as Rights Agent, as amended (the “Mykrolis Rights Agreement”) pursuant to which each outstanding share of Mykrolis Common Stock has attached to it certain rights (the “Mykrolis Rights”) to purchase one share of Mykrolis Common Stock, at a purchase price of $130 per share (subject to adjustment), and (iii) rights of participants to purchase shares of Mykrolis Common Stock pursuant to the Employee Stock Purchase Plan of Mykrolis (the “Mykrolis Employee Stock Purchase Plan”). There are no preemptive rights, rights of first refusal, rights of first offer, or any similar rights granted by Mykrolis or any of its Subsidiaries with respect to the securities of Mykrolis or any of its Subsidiaries. As of the date of this Agreement, there are no stock appreciation rights, phantom stock ...
Clause type: governing
Law. This Deposit Agreement and the Receipts shall be interpreted and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by the laws of the State of New York, except with respect to its authorization and execution by the Company, which shall be governed by the laws of Japan.
Clause type: now
THEREFORE in consideration of the foregoing and the covenants and agreements set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Clause type: payment
 The per pupil Full Time Equivalent (FTE) rate for Partnership School shall be 80% of the most recent Comprehensive Annual Financial Report total expenditures in governmental funds after deductions for grants, school nutrition, construction and Extension funds divided by the total enrollment corresponding to the CAFR year (“Base Amount”). The Base Amount is then adjusted by the average of the two most recent annual state revenue limit per pupil adjustments. The total costs of this contract shall be based on the Partnership School FTE count for up to a maximum of 110 FTE’s, plus any Title I and other grant funds that Partnership School may be entitled to receive. MPS shall make payment to Contractor if the Contractor is in good financial standing with MPS and so long as Contractor does not have any outstanding financial obligations to MPS that are more than 30 days old. Partnership School shall provide MPS with an official enrollment and FTE count by the third Friday in September and the Second Friday in January of each year during the term of this contract. MPS shall make payment to Partnership School not to exceed the per pupil FTE rate allocation multiplied by a maximum of accordance with the following schedule: 110 FTE pupils, in
Clause type: termination
Anything contained herein to the contrary notwithstanding, this Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date:
Clause type: loans
 Each Bank severally agrees, on the terms and conditions of this Agreement, to make loans to the Funds in Dollars on behalf of any Borrower (as designated in the applicable notice of borrowing by a Fund) during the period from and including the Closing Date to but not including the Commitment Termination Date in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the Commitment of such Bank as in effect from time to time. Subject to the terms and conditions of this Agreement, during such period a Fund may, on behalf of a Borrower, borrow, repay and reborrow the amount of the Commitments by means of Loans.
Clause type: vesting
 (a) Subject to Sections 2 and 4 of this Agreement, the restrictions on the Award will lapse as set forth in Section 3(b) below; provided that, the Participant is employed on each Vesting Date by the Company or an Affiliate. As soon as practicable after the Award vests and consistent with Section 409A of the Code, payment shall be made in Stock (based upon the Fair Market Value of the Stock on the day all restrictions lapse). The Committee shall cause a Stock certificate to be delivered to the Participant or the Participant’s electronic account with respect to such Stock free of all restrictions or the Stock may be delivered electronically. Pursuant to Section 11, the number of shares delivered shall be net of the number of shares withheld if any.
Clause type: whereas
in order to finance the Company’s transaction costs in connection with its search for and consummation of an initial Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into private placement-equivalent warrants (“Working Capital Warrants”) at a price of $1.50 per warrant at the option of the lender; and
Clause type: termination
Promptly upon the Termination Date, the Administrative Agent shall direct the Collateral Agent to, on behalf of the Administrative Agent, the Collateral Agent and the Lenders, deliver to Borrower such termination statements and releases and other documents necessary or appropriate to evidence the termination of this Agreement, the Loan Documents, and each of the documents securing the obligations hereunder as the Borrower may reasonably request, all at the sole cost and expense of the Borrower.
Clause type: entire
Agreement. This Agreement along with the Company Documents and the Subscriber Documents constitute the entire agreement between the parties hereto pertaining to the Company Documents and Subscriber Documents and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. There are no warranties, representations and other agreements made by the parties in connection with the subject matter hereof except as specifically set forth in this Agreement, the Company Documents and the Subscriber Documents.
Clause type: headings
The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.
Clause type: entire
Agreement. This Agreement, with its attachments, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes any other written or oral understanding of the parties. This Agreement may not be modified except by written instrument executed by both parties.
Clause type: capitalization
 There are sufficient authorized Shares of the Company to cover the issuance of all shares to be issued and sold pursuant to this Agreement. There are no restrictions on the transferability of shares of the Company's Shares imposed by or pursuant to the Company's Articles of Incorporation, or the Company's Bylaws, or by agreement to which the Company is a party, except for restrictions imposed by or on account of federal and state securities laws.
Clause type: confidentiality
The parties hereto agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations (“Confidential Information”). All Confidential Information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. Neither party will use or disclose Confidential Information for purposes other than the activities contemplated by this Agreement or except as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of Confidential Information relating to the other party to the disclosing party’s employees, contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. Furthermore, and notwithstanding anything in this Section XI to the contrary, the Accounting Agent may aggregate Portfolio data with similar data of other customers of the Accounting Agent (“Aggregated Data”) and may use Aggregated Data for purposes of constructing statistical models so long as such Aggregated Data represents a sufficiently large sample that no Portfolio data can be identified either directly or by inference or implication. If either party is required to disclose Confidential Information as a result of a court order, subpoena or similar legal duress, then that party may disclos...
Clause type: loans
 Borrower shall not lend or advance money, credit, or property to any Person, except for trade credit extended in the ordinary course of business.
Clause type: capitalization
 No options, warrants, conversion rights, preemptive rights or other statutory or contractual rights to purchase shares of capital stock or other securities of any Subsidiary now exist, nor has any Subsidiary authorized any such right, nor is any Subsidiary obligated in any other manner to issue shares of its capital stock or other securities.
Clause type: representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Clause type: payment
 The purchase price for the Securities shall be paid simultaneously with the execution and delivery to the Company of this Subscription Agreement.
Clause type: notices
Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and may be personally served, telexed or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service, upon receipt of telefacsimile or telex, or three Business Days after depositing it in the United States mail with postage prepaid and properly addressed; provided that notices to Administrative Agent shall not be effective until received. For the purposes hereof, the address of each party hereto shall be as set forth under such party's name on the signature pages hereof or (i) as to Company and Administrative Agent, such other address as shall be designated by such Person in a written notice delivered to the other parties hereto and (ii) as to each other party, such other address as shall be designated by such party in a written notice delivered to Administrative Agent.
Clause type: payment
 6.1 Seller shall render an invoice on or before the tenth (10th) day of each month setting forth the actual quantity of gas nominated by Buyer and delivered by Seller hereunder during the preceding month, the Commodity Price, Alternate Commodity Price, NYMEX Price or NYMEX Forward Price, the Reservation Charge, any amounts due under Sections 2.2 and 12.2 and the total amount due. In the event that the actual quantity delivered, the Alternate Commodity Price or the Reservation Charge is not known at the time the invoice is rendered, an estimated quantity, Alternate Commodity Price and Reservation Charge, based on the best available information, shall be used. Buyer shall pay Seller for the amount due by wire transfer with immediately available funds to Seller's account in accordance with instructions contained in Seller's invoice. Payment shall be due on or before the twenty-first (21st) day of such month or ten (10) days from the date of such invoice, whichever is later. If Con Ed fails to pay Buyer under the Power Purchase Agreement by the twentieth (20th) day of the month, Buyer's obligation to pay Seller shall be suspended from the twenty-first (21st) day of the month, or ten (10) days from the date of Seller's invoice, until one (1) day following Buyer's receipt of Con Ed's payment, but, in such a case, Buyer's obligation to pay Seller shall not be suspended past the twenty-fifth (25th) day of the month. When the actual quantity, Alternate Commodity Price or Reservation Charge becomes known and if an adjustment is necessary, an invoice containing the adjustment for the difference between the actual value and the estimated value will be rendered. Payment will be made in subsequent months' payment cycles.
Clause type: definitions
Capitalized terms used herein without definition have the following meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):
Clause type: investment-company-act
 The Company is not, and upon each issuance and sale of Shares and Confirmation Shares as contemplated by this Sales Agreement, any Confirmation or any Terms Agreement, as applicable, and the application of the net proceeds therefrom as described in the General Disclosure Package and the Prospectus under “Use of Proceeds” will not be, an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.
Clause type: investment-company-act
 Such Originator is not, and is not controlled by, an “investment company” registered or required to be registered under the Investment Company Act.
Clause type: investment-company-act
 The Borrower is not, nor immediately after the application by the Borrower of the proceeds of each Loan will the Borrower be, an "investment company" within the meaning of the Investment Company Act of 1940, as amended.
Clause type: board
 The business and affairs of the corporation shall be managed by a board of directors. Directors need not be residents of the State of Texas nor be shareholders in the corporation.
Clause type: payment
 Customer agrees to pay all applicable Services fees. Such fees will be paid via a John Deere-approved payment method selected by Customer and communicated to John Deere. If Customer fails to make any portion of such payment, and for each month in which payment remains outstanding, a late charge of the lesser of (i) 1.5% per month of any outstanding amount or (ii) the maximum amount permitted by law may be charged to Customer. All reasonable costs and expenses, including but not limited to attorneys' fees, court costs and service charges incurred by John Deere in collecting payment will be an expense of and charged to Customer. John Deere may change payment terms at any time. If Customer becomes delinquent in the payment of any sum due, John Deere will not be obligated to continue performance under this Contract. If Customer purchased or received this Contract from a third party (such as a Dealer), Customer is responsible to pay Telematic Services fees as set forth above to the extent the third party has not paid, or does not pay, any such fees to John Deere, regardless of whether Customer has paid the third party for the assignment of this Contract.
Clause type: now
THEREFORE in consideration of the premises and the mutual promises and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, do hereby agree as follows: