bhaskrr/legal-clauses huggingface dataset:
Clause type: confidentiality
Each party hereto shall hold in strict confidence, and shall use its best efforts to cause all of its officers, employees, agents and professional counsel and accountants, (collectively, "Representatives") to hold in strict confidence, unless compelled to disclose by judicial or administrative process, or by other requirements of Law, all information concerning any other party which it has obtained from such party prior to, on, or after the date hereof in connection with the Contemplated Transactions, and each party shall not use or disclose to others, or permit the use of or disclosure of, any such information so obtained, and will not release or disclose such information to any other person, except its Representatives who need to know such information in connection with this Agreement and who shall be advised of the provisions of this Section 4.2. The foregoing provision shall not apply to any such information to the extent; (i) known by any party prior to the date such information was provided to such party in connection with the Contemplated Transactions; (ii) made known to such party from a third party not in breach of any confidentiality requirement; or (iii) made public through no fault of such party or any of its Representatives.
Clause type: interest
 (a) The Loans comprising each ABR Borrowing shall bear interest at the Base Rate plus the Applicable Rate. In addition, if at any time any Loans are maintained as ABR Loans, the Borrower agrees that within 10 Business Days after receiving any request from any Non-ABR Lender (but not more frequently than quarterly for any Lender), the Borrower will pay such Non-ABR Lender the ABR Gross-Up Amount with respect to the ABR Loans of such Non-ABR Lender.
Clause type: taxes
 The parties have selected either “Buyer Pays At and After Delivery Point” or “Seller Pays Before and At Delivery Point” as indicated on the Base Contract. Buyer Pays At and After Delivery Point: Seller Pays Before and At Delivery Point:
Clause type: representations
and Warranties. The representations and warranties of the Company contained in this Agreement and in any certificate, if any, or other writing, if any, delivered by the Company pursuant hereto shall be true and correct in all material respects on and as of the Closing Date except those representations and warranties qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects, with the same effect as though such representations and warranties had been made on and as of the Closing Date.
Clause type: headings
Headings of the Sections of this Limited Guarantee are for convenience only and shall be given no substantive or interpretive effect whatsoever.
Clause type: payment
 Custodian may as a matter of bookkeeping convenience or by separate agreement with the Principal, credit the account with the proceeds from the sale, redemption or other disposition of Securities or interest or dividends or other distributions payable on Securities prior to its actual receipt of final payment; therefore, all such credits shall be conditional until the Custodian’s actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Payment with respect to a transaction will not be final until Custodian receives immediately available funds under which applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transaction. Principal acknowledges and agrees that any currency risk associated with such credits will be born by Principal.
Clause type: compensation
 Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.
Clause type: investments
 You may invest your funds in any investment permitted and not specifically prohibited by the Tax Act and which is permitted by us. To do so, you must tell us how you want your funds to be invested. We may require you to provide such documentation in respect of any investment or proposed investment, as we in our sole discretion deem necessary in the circumstances. You have a responsibility to determine whether any investment is a qualified investment or a prohibited investment. We will exercise the care, diligence and skill of a reasonably prudent person to minimize the possibility that the TFSA holds a non- qualified investment. You may appoint an agent, satisfactory to us, to give us your investment directions which we may act on without incurring any liability. No one other than you or us has any rights under your TFSA relating to the amount and timing of distributions and investing of funds. You may transfer funds from one investment to another, provided this is permitted by the terms of the investment. We will keep legal ownership and possession of the investments in your TFSA in whatever form we determine. We may calculate interest on investments in your TFSA, and credit it to your TFSA, more frequently than we tell you when you complete the Application. All interest and income earned by the investments, as well as any bonus we may declare, is credited to your TFSA. Unless you give us instructions, we are not obliged to exercise voting rights with respect to the investments in your TFSA.
Clause type: definitions
As used in this Agreement, the following terms shall have the meanings indicated below:
Clause type: taxes
 All federal, state, local and foreign tax returns, as defined below, required to be filed by or on behalf of the Seller have been duly and timely filed or requests for extensions have been timely filed (and any such extension shall have been granted and not have expired). All taxes, as defined below, shown on such returns, and all taxes required to be shown on returns for which extensions have been granted, have been paid in full or adequate provision has been made for any such taxes on the Seller's balance sheet as of December 31, 1998 (in accordance with GAAP). Since December 31, 1998, there has been no audit examination of the Seller by the Internal Revenue Service. As of the date of this Agreement, there is no audit examination, deficiency, claim or assessment, or refund litigation with respect to any taxes of the Seller that could reasonably be expected to result in a Material Adverse Effect on the Seller, and no claim or assessment has been made by any authority in a jurisdiction where the Seller does not file tax returns and the Seller is subject to taxation. All taxes, interest, additions, and penalties due with respect to completed and settled examinations or concluded litigation relating to the Seller have been paid in full or adequate provision has been made for any such taxes on the Seller's balance sheet as of December 31, 1998 (in accordance with GAAP). Except as set forth in Disclosure Schedule 2.1(j), the Seller has complied with the Tax Identification Number reporting requirements and has not executed an extension or waiver of any statute of limitations on the assessment or collection of any material tax due that is currently in effect. Except as set forth in Disclosure Schedule 2.1(j), the Seller has withheld and paid all taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party, and the Seller has timely complied with all applicable information reporting requirements under Part III, Subchapter A of Chapter 61 of the Code and similar applicable state and local information reporting requirements, except in each case for such failure to withhold, pay or comply that would not, individually or in the aggregate, result in a Material Adverse Effect on the Seller.
Clause type: whereas
the Custodian has agreed to act as agent for the Trustee for the purposes of receiving and holding certain documents and other instruments delivered by the Company and the Master Servicer under the Pooling Agreement, all upon the terms and conditions and subject to the limitations hereinafter set forth;
Clause type: ownership_of_shares
 Such Stockholder is the sole record and beneficial owner of the Shares set forth adjacent his or its name in Section 1.1 of the Company Disclosure Schedule, and such Shares are to be sold pursuant to this Agreement. Such Shares are not subject to any Liens or to any rights of first refusal of any kind, and such Stockholder has not granted any rights to purchase such Shares to any other person or entity. The Stockholder has the sole right to transfer the Shares set forth adjacent his or its name in Section 1.1 of the Company Disclosure Schedule to Purchaser. Such Shares constitute all of the Company Common Stock owned, beneficially or of record by such Stockholder, and such Stockholder has no options, warrants or other rights to acquire Company Common Stock. On the Closing Date, Purchaser will receive good title to such Shares, subject to no Liens retained, granted or permitted by the Stockholders or the Company. Such Stockholder has not engaged in any sale or other transfer of any Company Common Stock in contemplation of the Acquisition.
Clause type: interest
 (a) The Borrower agrees to pay or cause to be paid to the Administrative Agent interest on the unpaid principal amount of the Loans for the period from and including the Closing Date to but excluding the date on which the Loans are paid in full, in respect of each Interest Period, at a per annum rate equal to the LIBO Rate for such Interest Period plus the Applicable Margin. The Borrower agrees that such payments will be made in accordance with the provisions of Article V. Such interest shall continue to accrue after as well as before any bankruptcy, insolvency, reorganization, recuperação judicial, recuperação extrajudicial, liquidation, falência, dissolution, arrangement or winding up or composition or readjustment of debts of any Obligor.
Clause type: investment_company
 The Company is not, and is not an Affiliate of, an "investment company" within the meaning of the Investment Company Act of 1940, as amended.
Clause type: capitalization
 The authorized equity securities of the Acquired Company are as reflected on Exhibit 3.3, which also reflects that portion thereof which are issued and outstanding and the par value thereof, the record and beneficial ownership of all such issued and outstanding shares. Sellers are and will be on the Closing Date the record and beneficial owners and holders of all such issued and outstanding shares, free and clear of all Encumbrances. All of the outstanding equity securities and other securities of the Acquired Company are owned of record and beneficially by the Acquired Company or Sellers, free and clear of all Encumbrances. No legend or other reference to any purported Encumbrance appears upon any certificate representing equity securities of the Acquired Company. All of the outstanding equity securities of the Acquired Company have been duly authorized and validly issued and are fully paid and nonassessable. There are no Contracts relating to the issuance, sale, or transfer of any equity securities or other securities of the Acquired Company. None of the outstanding equity securities or other securities of the Acquired Company was issued in violation of the Securities Act or any other applicable state or federal securities laws or any other Legal Requirement. The Acquired Company does not own, nor has any Contract to acquire, any equity securities or other securities of any Person (other than Acquired Company) or any direct or indirect equity or ownership interest in any other business.
Clause type: capitalization
 The entire authorized capital stock of Climax consists of 50,000 common shares without par value, of which 24,235 Climax shares are issued and outstanding and no shares are held in treasury. All of the issued and outstanding Climax Shares have been duly authorized, are validly issued, fully paid, and nonassessable, and are held of record by the respective Sellers as set forth in Exhibit A. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Climax to issue, sell, or otherwise cause to become outstanding any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Climax. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of Climax.
Clause type: ownership_of_shares
 On the date hereof, the Existing Shares are all of the Shares currently Beneficially Owned by the Stockholder or any affiliate of the Stockholder, excluding a de minimus number of shares of Common Stock held by Melvin Waxman, Armond Waxman and members of their families. Stockholder currently has with respect to the Existing Shares and, at all times up to and including the Effective Time, will have with respect to the Shares (other than any Shares purchased by the Company pursuant to the Merger Agreement), good, valid and marketable title, free and clear of all liens, encumbrances, restrictions, options, warrants, rights to purchase, voting agreements or voting trusts, and claims of every kind (other than the encumbrances created by (a) this Agreement and the Voting Trust Agreement, (b) the pledge of 1,000,000 Shares to Congress, (c) restrictions on transfer under applicable federal and state securities and antitrust laws, (d) restrictions under the Congress Credit Facility (which restrictions, with respect to the transactions contemplated by the Merger Agreement, this Agreement and the Voting Trust Agreement, have been waived by Congress as set forth in that certain letter, dated July 9, 2000, from Congress to Parent and certain of its subsidiaries party to the Congress Credit Facility (the "Congress Consent Letter"), (e) restrictions under that certain indenture, dated as of May 20, 1994 (as amended from time to time, the "DC Notes Indenture"), by and between Waxman Industries, Inc. and The Huntington National Bank, as trustee, relating to Waxman Industries, Inc.'s 12 3/4% Senior Secured Deferred Coupon Notes due 2004, and that certain indenture dated as of April 1, 1996 (as amended from time to time, the "Senior Notes Indenture" and together with the DC Notes Indenture, the "Indentures"), by and between Waxman USA Inc. and the United States Trust Company of New York, as trustee, relating to Waxman USA Inc.'s 11 1/8% Senior Notes, due 2001 and (f) that certain agreement dated December 8, 1999 (the "Noteholder Agreement") by and among Parent, Stockholder, and each of the holders therein named (each, a "Consenting Noteholder") of the 12 3/4% Deferred Coupon Secured Notes, due 2004, some of whom also hold the 11 1/8% Senior Notes, due 2001 (which restrictions, with respect to the transactions contemplated by the Merger Agreement, this Agreement and the Voting Trust Agreement, in clauses (e) and (f) have been waived by the requisite holders under the Indentur...
Clause type: governing
Law. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Delaware (but not including the choice of law rules thereof).
Clause type: investment-company-act
 The Partnership is not, and after giving effect to the use of proceeds from the sale of the Units to partially fund the Drop-Down as described in the Purchase Agreement, will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: compensation
 On and after the commencement of Employee's employment, the Employee shall receive, for all services rendered to the Company hereunder, the following:
Clause type: compensation
 The breaching party shall be liable to compensate the non-breaching party for any losses it has sustained as a result of the breach, including loss of profits.
Clause type: grant
 The Optionee is granted this Option to purchase the number of Shares specified at the beginning of this Agreement.
Clause type: payment_terms
 The Issuer may accept or pay any draft presented to Issuer, regardless of when drawn and whether or not negotiated, if such draft, the other required documents, and any transmittal advice are dated on or before the expiration date of the Credit, which expiration date shall be expressly stated in the Credit and not extended in reference to any action or inaction in any other agreement. Except as instruction may be given by any of the Account Parties in writing expressly to the contrary with regard to, and prior to, the issuance of the Credit, Issuer may honor, as complying with the terms of the Credit, any instrument or other documents otherwise in order signed or issued by an administrator, executor, trustee in bankruptcy, debtor in possession assignee for the benefit of creditors, liquidator, receiver, conservator, or other legal representative of the party authorized under the Credit to draw or issue such instruments or other documents. The Account Parties, jointly and severally, agree to reimburse Issuer at its main office on demand in United States Dollars: (A) as to drafts payable in United States Dollars drawn or to be drawn under the Credit, the amount paid or payable thereon, or (B) as to such drafts payable in currency other than United States Dollars, the equivalent of the amount paid in United States Dollars at Issuer’s selling rate of exchange in the currency in which such draft is drawn, (C) any and all other expenses or charges incurred by Issuer in issuing or effecting payment of the Credit, for perfecting or maintaining, and insuring the Property, and for enforcing Issuer’s rights and remedies under this Agreement, (D) interest from the date of such payment at a rate per annum equal to the Prime Rate of KeyBank National Association in effect from time to time plus the rate margin customarily charged by Issuer to other account parties with similar credit worthiness and in like circumstances, upon all unpaid drafts and other obligations hereunder until paid in full, but in no event higher than the highest lawful rate permitted by law, and (E) such commission, issuance, letter of credit commitment fees, draw fees, and negotiation fees at such rate as Issuer may determine from time to time. The Account Parties shall at all times keep and maintain a deposit account at the Issuer described in the Application (the “Deposit Account”). Without prior notice or demand Issuer is authorized to charge the Deposit Account or any other deposit account main...
Clause type: loans
 Collectively, the Domestic Loans made by the Domestic Lenders and the Canadian Loans made by the Canadian Lenders.
Clause type: representations
and Warranties. Borrower represents and warrants to Agent and the Lenders that:
Clause type: base-salary
 During the Term the Executive shall receive a minimum annual salary (the "Base Salary") payable in installments at such times as the Company customarily pays its other senior executive employees (but in any event no less often than bi-monthly), and calculated as follows:
Clause type: assignment
Neither this Agreement, nor any right or obligation hereunder, may be assigned, transferred, delegated or subcontracted, by operation of law or otherwise, in whole or in part, by Customer without Licensor'ss prior written consent, such consent not to be unreasonably withheld. Due to the importance of Customer's ownership and management, a Change of Control of Customer shall be deemed an assignment of this Agreement. Subject to the foregoing, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties, and their permitted successors and assigns. Any attempted assignment or transfer of this Agreement is in violation of this Section 14.4 is void. Licensor may assign its rights and obligations under this Agreement (in whole or in part) without Customer's consent.
Clause type: payment
 Failure to make payment of any of the Obligations when due; or
Clause type: investment-company-act
 Liberty is not, and after giving effect to the cancellation of the Existing Notes as described in the Preliminary Prospectus, the Disclosure Package and the Prospectus will not be, an “investment company” within the meaning of the Investment Company Act.
Clause type: ownership_of_shares
 To the knowledge of Purchaser, neither Purchaser nor any affiliate thereof owns any Shares as of the date of this Agreement.
Clause type: payment
 The Guarantor hereby agrees that any Secured Party, at its sole option, in the event of a dispute by the Guarantor in the payment of any moneys due hereunder, shall have the right to proceed under New York CPLR Section 3213.
Clause type: loans
 Each Lender severally agrees, subject to all of the terms and conditions of this Agreement (including, without limitation, Sections 5.1 and 5.2 hereof), to make Loans as follows:
Clause type: grant_of_option
 This agreement evidences the grant by Demandware, Inc., a Delaware corporation (the “Company”), on , 20 (the “Grant Date”) to , a UK resident employee, consultant or director of a subsidiary to the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2012 Stock Incentive Plan (the “Plan”), a total of shares (the “Shares”) of common stock, $0.01 par value per share, of the Company (“Common Stock”) at $ per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on , 20 (the “Final Exercise Date”). It is intended that the option evidenced by this agreement shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.
Clause type: interest
 On March 1 following each Plan Year and immediately prior to the payment of any benefits, interest on the account balance since the preceding credit under this Section 3.1.2, at an annual rate, compounded monthly, equal to the Growth of Stock Rate for the same period.
Clause type: miscellaneous
This Agreement constitutes the entire Agreement between the parties with respect to the specific matters contained herein and supersedes all previous discussions, understandings, and agreements. Any amendments to or waivers of the provisions herein shall be made by the parties in writing. No other agreements, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind either party hereto. If any sentence, phrase, paragraph, provision or portion of this Agreement is for any reason held invalid or unconstitutional by any court of competent jurisdiction, such portion shall be deemed an independent provision and such holding shall not affect the validity of the remaining portions hereto. All assessments shall be prorated to the date of closing. If an extension for any utility is required in order to provide service to the real property, the Purchaser agrees to be solely responsible for and pay all costs for these extensions. Purchaser agrees to comply with all governmental requirements of Pueblo County and the Pueblo West Metropolitan District. Said requirements may include, but are not limited to, construction of drainage structures, parking facilities, and/or off site road improvements. Purchaser furthers acknowledges that the Property is located within the Pueblo West Metropolitan District, a covenant controlled community, and does further acknowledge that the Pueblo West Committee of Architecture is charged with enforcing the Declarations of Reservations recorded on the Property.