bhaskrr/legal-clauses huggingface dataset:
Clause type: capitalization
 The Company has an authorized and outstanding capitalization as set forth in the sections of the Registration Statement and the Prospectus entitled “Capitalization” and “Description of Capital Stock” (subject to the issuance of Common Shares upon exercise of stock options and warrants disclosed as outstanding in the Registration Statement and the Prospectus and the grant of options under existing stock option plans described in the Registration Statement and the Prospectus); all of the issued and outstanding shares of capital stock of the Company, including the Common Shares, have been duly authorized and validly issued and are fully paid and non-assessable, have been issued in compliance with all applicable securities laws and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right.
Clause type: investment-company-act
 None of the Credit Parties is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940 of the United States, as amended.
Clause type: entire
Agreement. Except for any prior grants of options, restricted stock, or other forms of incentive compensation evidenced by a written instrument or by an action of the Board or Directors, this Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to employment of Executive by Company and contains all of the covenants and agreements between the parties with respect to such employment. Each party to this Agreement acknowledges that no representations, inducements or agreements, oral or otherwise, that have not been embodied herein, and no other agreement, statement or promise not contained in this Agreement, shall be valid or binding. Any modification of this Agreement will be effective only if it is in writing signed by the party to be charged.
Clause type: investments
 The Constituent Companies will not, and will not permit any Subsidiary to, make any Investments, except:
Clause type: interest
 (i) Each Loan shall bear interest on the principal amount thereof from the applicable Borrowing Date or date of conversion or continuation pursuant to Section 2.3, as the case may be, at a rate per annum equal to the lesser of (A) the LIBO Rate or the Adjusted Base Rate, as the case may be, plus the Applicable Margin and (B) the Highest Lawful Rate.
Clause type: counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.
Clause type: taxes
 All turnover and other taxes levied on account of the royalties and other payments accruing to each Party under this Agreement shall be paid by the Party receiving such royalty or other payment for its own account, including taxes levied on income of the Royalty Receiving Party. If provision is made in law or regulation for withholding, such tax shall be deducted from the royalty or other payment made by the Party making such payment to the proper taxing authority and a receipt of payment of the tax secured and promptly delivered to the Royalty Receiving Party. Each Party agrees to assist the other Party in claiming exemption from such deductions or withholdings under any double taxation or similar agreement or treaty from time to time in force.
Clause type: compensation
 4.1 Each calendar quarter, the Company agrees to reimburse the Contractor for all costs and expenses reasonably incurred by the Contractor (the “Costs and Expenses”) in connection with the provision of the Services by the Contractor to the Company for such calendar quarter.
Clause type: headings
The various headings of this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any provision hereof.
Clause type: assignment
Neither this Agreement nor any right, interest or obligation hereunder shall be assigned, in whole or in part, by operation of law or otherwise, by any party without the prior written consent of the other party; provided that (i) prior to the Closing Date, Buyer may elect to have one or more of its Subsidiaries that, in each case, is either directly or indirectly wholly-owned by Buyer or a Parent Affiliate or directly or indirectly wholly-owned by Buyer (or a Parent Affiliate) and Stephens and/or Gannett (a “Permitted Affiliate”) acquire the LLC Interests (through a transfer of such LLC Interests or an Acquired Company Merger, as applicable) and the Acquired Assets and assume the Assumed Liabilities, but in each case only if each such Subsidiaries become parties to this Agreement and agree to be bound by the representations, warranties, covenants and obligations herein and Buyer guarantees such Subsidiaries’ obligations herein and provided that no such election shall relieve Buyer of its obligations hereunder and (ii) following the Closing, Buyer may assign its rights and obligations hereunder to any transferee of that part of the Bay Area Business to which such rights relate, provided that such assignment shall not relieve Buyer of its obligations hereunder. Buyer agrees to accept any assignment of the Other Agreement required pursuant to clause (iii) of the first sentence of Section 11.8 of the Other Agreement. As used herein, a “Parent Affiliate” means an entity controlling Buyer, the shareholders of which are substantially the same as the shareholders of Buyer on the date hereof, and which does not own or operate any assets or business not owned or operated by Buyer as of the date hereof which, in the reasonable judgment of Seller, could result in anti-competitive issues or concerns in connection with the transactions contemplated by this Agreement, the Other Agreement and/or the Equity Commitment Letter. Subject to the preceding provisions of this Section 11.8, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective legal successors and permitted assigns.
Clause type: dividends
 It will not, and will not permit any of its Subsidiaries to, declare or pay any dividends or make distributions (other than dividends or distributions payable solely in its Equity Interests (other than Disqualified Equity Interests)) or return any capital to its equity holders or make any other distribution, payment or delivery of property or cash to its equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for consideration, any of its Equity Interests or Equity Interests of any direct or indirect parent thereof now or hereafter outstanding, or set aside any funds for any of the foregoing purposes, or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any Equity Interests of KCMH, now or hereafter outstanding (all of the foregoing, “dividends”), provided that KCMH and any Subsidiary may pay dividends if (x) immediately before and after paying such dividend, no (1) Default or (2) Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio is less than or equal to [**] to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence (other than subclause (x)(2) in the proviso thereto) shall not apply to any of the following items so long as KCMH is in compliance with Section 6.03 after giving pro forma effect thereto:
Clause type: investment-company-act
 The Originator is not, and is not controlled by, (and by reason of the execution and delivery and performance of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby will not be, and will not become) an “investment company” registered or required to be registered under the Investment Company Act.
Clause type: governing
Law. This Agreement will be governed by the laws of the State of Texas without regard to conflicts of laws principles.
Clause type: miscellaneous
Article, Section, Schedule, and Exhibit references are to this Agreement, unless otherwise specified. All references to instruments, documents, contracts, and agreements (including this Agreement) are references to such instruments, documents, contracts, and agreements as the same may be amended, supplemented, and otherwise modified from time to time, unless otherwise specified and shall include all schedules and exhibits thereto unless otherwise specified. Any reference herein to any law shall be construed as referring to such law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time. Any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to the restrictions contained herein). The words “hereof”, “herein”, and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “including” means “including, without limitation,”. Paragraph headings have been inserted in this Agreement as a matter of convenience for reference only and it is agreed that such paragraph headings are not a part of this Agreement and shall not be used in the interpretation of any provision of this Agreement.
Clause type: base-salary
 Subject to the terms and conditions set forth in this Agreement, the Company shall pay Executive, and Executive shall accept, an annual salary (“Base Salary”) in the amount of Six Hundred Twenty-five Thousand and No/100 Dollars ($625,000). The Base Salary shall be paid in accordance with the Company’s normal payroll practices and may be increased from time to time at the sole discretion of the Board.
Clause type: termination
Subject to the provisions of Section 8, this Pledge Agreement and each Joinder Agreement, and all obligations of the Pledgors hereunder (excluding those obligations and liabilities that expressly survive such termination) shall terminate without delivery of any instrument or performance of any act by any party on the Facility Termination Date. Upon such termination of this Pledge Agreement, the Administrative Agent shall, at the sole expense of the Pledgors, promptly deliver to the Pledgors the certificates evidencing its shares of Pledged Interests (and any other property received as a dividend or distribution or otherwise in respect of such Pledged Interests to the extent then held by the Administrative Agent as additional Collateral hereunder), together with any cash then constituting the Collateral not then sold or otherwise disposed of in accordance with the provisions hereof, and take such further actions at the request of the Pledgors as may be necessary to effect the same.
Clause type: investment_company
 None of the StoneMor Parties is an “investment company” within the meaning of the Investment Company Act of 1940, as amended. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Partnership Entities, representatives of the independent public accountants of the Partnership and representatives and legal counsel of the Underwriters, at which the contents of the Registration Statement, the General Disclosure Package and the Prospectus and related matters were discussed, and although such counsel did not independently verify, is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the General Disclosure Package and the Prospectus (except to the extent specified in paragraph 12 above), on the basis of the foregoing, no facts have come to the attention of such counsel which lead them to believe that:
Clause type: financing
 (a) Buyer will pay cash for the purchase of the Property at Closing. There is no financing contingency to Buyer's obligation to close. If Buyer obtains a loan for any part of the Purchase Price of the Property, Buyer acknowledges that any terms and conditions imposed by Buyer's lender(s) or by CFPB Requirements shall not affect or extend the Buyer's obligation to close or otherwise affect any terms or conditions of this Contract.
Clause type: loans
 Make loans or advances to, deposits (except commercial bank deposits) with or investments in other persons except for its subsidiaries other than short-term investment grade marketable securities;
Clause type: counterparts
This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile transmission or other electronic transmission (including email) shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile transmission or other electronic transmission (including email) shall be deemed to be their original signatures for all purposes.
Clause type: insurance
The Sub-Adviser shall maintain for the duration hereof, with an insurer acceptable to the Adviser, a blanket bond and professional liability or errors and omissions insurance in an amount or amounts deemed by the Sub-Adviser in its sole discretion to be sufficient to meet its obligations to its clients, including the Fund.
Clause type: capitalization
 Authorized capital of the Companies is as follows: (a) AHR has authorized capital consisting of 100,000 shares of common stock, with no par value per share, of which 40,000 shares are issued and outstanding and no shares are held as treasury stock (the "AHR Common Stock"); and (b) PEI has authorized capital consisting of 100,000 shares of common stock, with no par value per share, of which 45,000 shares are issued and outstanding and no shares are held as treasury stock (the "PEI Common Stock"), and (the AHR Common Stock and the PEI Common Stock are sometimes hereinafter referred to collectively as the "Company Common Stock"). All of the outstanding shares of each Company have been duly authorized and validly issued and are fully paid and nonassessable. None of the outstanding shares of either Company has been issued in violation of any preemptive right. There are no outstanding options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans or other agreements of any character providing for the purchase, issuance or sale of any shares of capital stock of either Company, other than as contemplated by this Agreement.
Clause type: notices
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 1601 Washington Avenue, Suite 800, Miami Beach, FL 33139, Attention: Matthew Walters, with copy to; Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attention: Christian O. Nagler, and, if to any Holder, at such Holder’s address or facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 6.1.
Clause type: capitalization
 To the REIT's knowledge, all of the capital stock of the REIT has been issued in compliance with all applicable Requirements of Law.
Clause type: interest
 The Party who invoiced and received payment of a sum, subsequently determined not to have been payable under this Agreement to such Party, shall pay interest to the other Party on such amount, at a rate per annum equal to two percent (2%) above LIBOR (as in effect on the Day when such sum was originally paid) on and from the Day when such sum was originally paid until the date of its repayment, provided that, without prejudice to the other terms of this Agreement, if such period lasts longer than ninety (90) Days, the applicable LIBOR rate for each successive term of ninety (90) Days during that period shall be that in effect on the first Day of that ninety (90) Day period. Interest shall accrue from Day to Day and be calculated on the basis of a three hundred sixty (360) Day year.
Clause type: whereas
the Company considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel; and
Clause type: payment_terms
 Payment of any amounts to which HAUSMAN shall be entitled pursuant to the provisions of Sections 6 and 7 shall be made no later than sixty (60) days following receipt of notice of termination or the event giving rise to such termination. Any amounts payable pursuant to Sections 6 and 7 which are not made within the period specified in this Section 8 shall bear interest at a rate equal to the lesser of (i) the maximum interest rate allowable pursuant to applicable law or (ii) five points above the “prime rate” of interest as published from time-to-time in the Eastern Edition of the Wall Street Journal.
Clause type: payment
 Failure by any Borrower (a) to make payment of principal on the Loans when due or (b) pay any interest on the Obligations when due to the extent such failure is not remedied within five (5) Business Days after such required date of payment or (c) to pay any other Obligation when required to be paid hereunder to the extent such failure is not remedied within five (5) Business Days after such required date of payment; or
Clause type: headings
Headings in this Agreement are for informational purposes only and shall not be used to construe the intent of this Agreement.
Clause type: esop
 As of the Effective Time, the Company in cooperation with Parent will have amended the ESOP (i) to eliminate the obligation of the Company to repurchase shares, (ii) to eliminate the fair market value committee, (iii) to eliminate the obligation of the ESOP Trustee to purchase stock for the 401(k) Employee Stock Purchase Plan from the Company and to require the purchase of Parent Common Stock on the open market, and (iv) any other amendments necessary to accomplish the transactions contemplated by this Agreement.
Clause type: entire
Agreement. This Agreement, including all attachments, exhibits, and any other documents specifically incorporated into this Agreement, shall constitute the entire agreement between COUNTY and CONTRACTOR relating to the subject matter of this Agreement. As used herein, Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments. This Agreement supersedes and merges all previous understandings, and all other agreements, written or oral, between the parties and sets forth the entire understanding of the parties regarding the subject matter thereof. This Agreement may not be modified except by a written document signed by both parties.
Clause type: capitalization
 The Company is authorized by its Articles of Incorporation to issue 500,000,000 shares of common stock, par value $0.001 per share, 2,000,000 shares of which are duly and validly issued and outstanding, fully paid, and non-assessable. The Company does not have any authority to issue any other capital stock or other security. There are no outstanding options, contracts, commitments, warrants, preemptive rights, agreements or any rights of any character affecting or relating in any manner to the issuance of the Stock of the Company or other securities or entitling anyone to acquire the Stock or other securities of the Company.
Clause type: severability
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. Exhibit A — Form of Warrant Certificate Exhibit B Legend — Private Placement Warrants and Forward Purchase Warrants
Clause type: whereas
the Adviser is willing to provide business services to the Fund on the terms and conditions hereinafter set forth;
Clause type: insurance
Except as disclosed in the Time of Sale Prospectus and the Prospectus, each of the Company and its Subsidiaries and Affiliated Entities are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; neither the Company nor any of its subsidiaries has been refused any insurance coverage sought or applied for; and neither the Company nor any of its Subsidiaries and Affiliated Entities has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.
Clause type: severability
If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable part had not been included in this Agreement.
Clause type: payment
 121 (a) Payment ..................................................................................... % of invoice amount by cash in .................................................... 123 ............................................................................................................................in exchange for and on presentation of shipping 124 documents. 125 (b) Shipping documents – shall consist of - 1. Invoice. 2. Full set(s) of on board Bill(s) of Lading and/or Ship’s 126 Delivery Order(s) and/or other Delivery Order(s) in negotiable and transferable form. Such other Delivery
Clause type: investment-company-act
 The Company is not and, after giving effect to the offering and sale of the Offered Securities pursuant to the Underwriting Agreement, will not be an “investment company” as defined in the Investment Company Act.
Clause type: whereas
such series shall be named under the respective Fund in the attached Exhibit A, which may be amended by the parties from time to time (each such series and all classes thereof, together with all other series and all classes thereof subsequently established by the Fund and made subject to this Agreement in accordance with Section 17, being herein referred to as a "Portfolio", and collectively as the "Portfolios");
Clause type: counterparts
37.1 This Agreement may be executed in any number of counterparts, each of which so executed shall be an original, but together shall constitute one and the same instrument.