bhaskrr/legal-clauses huggingface dataset:
Clause type: termination
(a) The Representatives may terminate this Agreement immediately upon notice to the Company, at any time at or prior to the Closing Time if (i) there has been, since the date of the Terms Agreement or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) there shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other national or international calamity or crisis the effect of which is such as to make it, in the judgment of the Representatives, impracticable to market the Offered Securities or enforce contracts for the sale of the Offered Securities, or (iii) trading in any securities of the Company has been suspended by the Commission or a national securities exchange, or if trading generally on either the American Stock Exchange or the New York Stock Exchange shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium shall have been declared by either Federal, New York or Texas authorities or if a banking moratorium shall have been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Offered Securities are denominated or payable, or (iv) the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Company as of the date of the Terms Agreement shall have been lowered since that date or if any such rating organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company, or (v) there shall have come to the attention of the Representatives any facts that would cause them to reasonably believe that the Prospectus, at the time it was required to be delivered to a purchaser of the Offered Securities, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in ...
Clause type: grant_of_option
 The Company hereby grants to Participant on the Date of Grant, the right and option (the “Option”) to purchase all or portions of an aggregate of [Insert Number of Shares] (•) shares of Common Stock at a per share price of $0.009 on the terms and conditions set forth herein, and subject to adjustment pursuant to Section 11 of the Plan. This Option is not intended to be an incentive stock option within the meaning of Section 422 of the Code, or any successor provision, and the regulations thereunder. Capitalized terms not defined herein shall have the meanings set forth in the Plan.
Clause type: compensation
 For services rendered under Section 1, Consultant shall be paid the following, by the Company:
Clause type: confidentiality
Each party agrees to protect Confidential Information in the same manner as it protects its own (but using no less than a reasonable degree of protection) and may only disclose Confidential Information to those with a need to know that information and who have agreed in writing to be bound by terms at least as protective as those contained in the Agreement. It is understood that the confidentiality provisions contained herein do not apply to any information that can be demonstrated by written evidence is: (a) available to the public other than by a breach of a confidentiality obligation, (b) rightfully received from a third party not in breach of a confidentiality obligation, (c) independently developed by one party without use of the Confidential Information of the other; or (d) known to the recipient at the time of disclosure (other than under a separate confidentiality obligation).; or (e) produced in compliance with applicable law or court order, provided the other party is given reasonable advance notice of the obligation to produce Confidential Information (to the extent legally permitted) and reasonable assistance, at the disclosing party's cost, if the disclosing party wishes to contest the disclosure. Licensor may use Customer's Confidential Information in an aggregated, anonymized form, provided that such data is aggregated from more than one customer and does not identify Customer, Customer employees or Customers' customers. Each party agrees to indemnify the other for any damages (including reasonable expenses) the other may sustain resulting from a breach of this Section and that money damages would not be a sufficient remedy for a breach of confidentiality. The parties are entitled to seek injunctive or other equitable relief under this clause without the necessity of posting a bond even if otherwise normally required. Such injunctive or equitable relief shall not be the exclusive remedy for any breach of confidentiality, but is in addition to all other rights and
Clause type: headings
The captions contained in this Agreement are not a part of this Agreement, but are merely guides or labels to assist in locating and reading the several Articles hereof.
Clause type: investment-company-act
 The Company is not an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended.
Clause type: headings
The headings contained in the Participation Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, enlarge, or describe the scope or intent of this Plan nor in any way shall they affect this Participation Agreement or the construction of any provision thereof.
Clause type: governing
Law. This Deposit Agreement and the Receipts of each series and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to applicable conflicts of law principles.
Clause type: ownership_of_shares
 On the date hereof, the Existing Shares are all of the Shares currently owned by Stockholder.
Clause type: now
THEREFORE in consideration of the mutual covenants set forth herein, the Parties agree as follows:
Clause type: entire
Agreement. Except as provided herein, this Agreement, including exhibits, contains the entire agreement of the parties, and supersedes all existing negotiations, representations, or agreements and all other oral, written, or other communications between them concerning the subject matter of this Agreement. There are no representations, agreements, arrangements, or understandings, oral or written, between and among the parties hereto relating to the subject matter of this Agreement that are not fully expressed herein.
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of 750,000,000 shares of Company Common Stock and 50,000,000 shares of preferred stock, par value $0.01 per share (the "Company Preferred Stock"). As of April 15, 2011, there were (i) 164,339,345 shares of Company Common Stock (other than treasury shares) issued and outstanding, (ii) 40,282,876 shares of Company Common Stock held in the treasury of the Company, (iii) 11,780,186 shares of Company Common Stock issuable upon exercise of outstanding Company Options, (iv) a maximum number of 4,900,460 shares of Company Common Stock issuable pursuant to Company Stock-Based Awards, (v) no shares of Company Common Stock owned by any Company Subsidiary, (vi) reserved for future issuance by the Company Board a sufficient number of shares of Company Common Stock to be issued and delivered if and when the Company's 2.5% Senior Convertible Notes due 2012 (the "Senior Convertible Notes") are converted into shares of Company Common Stock, and (vii) no shares of Company Preferred Stock issued and outstanding. Section 4.2(a) of the Company Disclosure Letter sets forth a list of the outstanding Company Options and/or Company Stock-Based Awards as of April 15, 2011, including (to the extent applicable) the date on which each such Company Option or Company Stock-Based Award was granted, the number of shares of Company Common Stock subject to such Company Option or Company Stock-Based Award, the expiration date of such Company Option or Company Stock-Based Award and the price at which such Company Option or Company Stock-Based Award may be exercised (if any) under an applicable Company Stock Plan. All of the outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All shares of Company Common Stock issuable upon exercise of Company Options or Company Stock-Based Awards or upon conversion of Senior Convertible Notes which may be issued prior to the Effective Time will be, upon any issuance of such shares in accordance with the terms of the Company Stock Plan, duly authorized, validly issued and fully paid and nonassessable. Since the entry into of the 2.50% Indenture by the Company, there has been no adjustment of or change to the "Conversion Rate" (as such term is defined in the 2.50% Indenture) of the Senior Convertible Notes.
Clause type: termination
This Agreement shall terminate automatically, without any notice or other action by any Person, upon the earlier of (a) the termination of the Merger Agreement in accordance with its terms and (b) the Effective Time. Upon termination of this Agreement, neither party shall have any further obligations or liabilities under this Agreement; provided, however, that (i) nothing set forth in this Section 4.2 shall relieve either party from liability for any breach of this Agreement prior to termination hereof, and (ii) the provisions of this Article IV shall survive any termination of this Agreement.
Clause type: ownership_of_shares
 The Securities listed by its name on ------------------- Schedule 1 are all of the Securities beneficially owned by Littlejohn. Littlejohn has with respect to the Securities listed by its name on Schedule 1 as of the consummation of the Initial Closing, 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 this Agreement and other than restrictions on transfer under applicable Federal and State securities laws).
Clause type: taxes
 Make or change any election in respect of Taxes, adopt or change any accounting method in respect of Taxes, file any federal, provincial, state, or foreign income Tax Return or any other material Tax Return, file any amendment to a federal, provincial, state, or foreign income Tax Return or any other material Tax Return, enter into any Tax sharing or similar agreement or closing agreement, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, or enter into intercompany transactions giving rise to deferred gain or loss of any kind;
Clause type: interest
 (a) The outstanding principal balance under the Notes shall bear interest from time to time at a rate per annum equal to:
Clause type: interest
 Subject to Section 3.1, the Loans shall bear interest at a per annum rate, payable in arrears on each applicable Interest Payment Date (or at such other times as may be specified herein), as follows:
Clause type: compensation
 The Trust shall pay to JCC for its investment advisory services a fee, calculated and payable for each day that this Agreement is in effect, of 1/365 of 0.75% of the first $300,000,000 of the daily closing net asset value of the Fund, plus 1/365 of 0.70% of the next $200,000,000 of the daily closing net asset value of the Fund, plus 1/365 of 0.65% of the daily closing net asset value of the Fund in excess of $500,000,000. The fee shall be paid monthly.
Clause type: assignment
This Agreement shall be binding upon and inure to the benefit of the Company and Investor and their respective successors. Neither this Agreement nor any rights of Investor or the Company hereunder may be assigned by either party to any other person.
Clause type: whereas
the Adviser, which serves as investment adviser to the Fund, is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended; and
Clause type: payment_terms
 If fees are applicable to the Additional Service(s), Customer agrees to pay the Additional Service fees in accordance with the billing and payment terms set forth in Section 6 of this Agreement and in the amounts set forth in the Fee Schedule located in the Merchant Interface and/or in the Additional Service documentation page accessed during enrollment in the applicable Additional Service. The Additional Service Fee Schedules are incorporated hereby by reference. By clicking the “I ACCEPT” button next to an Additional Service Fee schedule, Customer acknowledges Customer’s acceptance of such fees, Customer’s obligation to pay the fees and the terms and conditions applicable to the Additional Service.
Clause type: investments
 Upon a request by the Seller pursuant to Section 2.02, and on the terms and subject to the conditions hereinafter set forth, the Purchasers shall, ratably in accordance with their respective Commitments, severally and not jointly, make payments of Capital to the Seller from time to time during the period from the Closing Date to (but excluding) the Termination Date. Each such payment of Capital by a Purchaser to the Seller shall constitute an Investment hereunder for all purposes. Under no circumstances shall any Purchaser be obligated to make any Investment if, after giving effect thereto:
Clause type: whereas
pursuant to Section 9.1 of the Indenture, the Issuer, any Guarantor and the Trustee are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture, without the consent of any Holder;
Clause type: assignment
This Agreement may not be assigned by either Party without the written consent of the other Party, not to be unreasonably withheld or delayed. Notwithstanding the foregoing, either Party may without the written consent of the other Party, assign or otherwise transfer this Agreement (a) in the case of Seller, to an affiliate of such Party; (b) to a successor to all or substantially all of such Party’s assets; provided that such successor has a financial condition at least equivalent to that of the assigning Party; (c) in the case of Buyer, to a successor to all or substantially all of the property and assets comprising the Plant; (d) to secure such Party’s indebtedness incurred or to be incurred for the purposes of or in connection with the performance of this Agreement; and (e) to one or more persons, firms or corporations who shall assume the obligation of the transferring Party hereunder in connection with the enforcement of any assignment or transfer referred to in subparagraph (d) of this Section 15.3. The Party making any such permitted assignment or transfer hereunder shall give the other Party ten (10) days written notice of such assignment or transfer. Except with respect to an assignment pursuant to subparagraph (d) of this Section 15.3, no assignment under this Agreement shall be effective until the assignee, in writing delivered to the non-assigning Party, has agreed to accept the assignment and to be bound by all the terms and conditions in this Agreement.
Clause type: taxes
 Pay and discharge promptly when due all material Taxes imposed upon it or its income or profits or in respect of its property, before the same becomes delinquent or in default; provided that such payment and discharge will not be required with respect to any Tax if (1) the validity or amount thereof is being contested in good faith by appropriate proceedings and (2) Holdings, the Borrower or any affected Restricted Subsidiary, as applicable, has set aside on its books reserves in accordance with GAAP with respect thereto.
Clause type: payment
 Except as otherwise provided in this Agreement, payment of amounts billed for services provided under this Agreement, whether billed on a monthly basis or as otherwise provided in this Agreement, shall be due, in immediately available U.S. funds, within thirty (30) calendar days of the Bill Date (“Bill Due Date”). If the Bill Due Date is a Saturday, Sunday, or has been designated a bank holiday, payment will be made the next Business Day. Payments may be transmitted by electronic funds transfer. Late payment charges, if any, will be payable in accordance with the provisions of this Agreement.
Clause type: whereas
certain expense and indemnification arrangements between Principal Life and the Trustee, on behalf of itself and on behalf of the Trust, are governed pursuant to the provisions of the Expense and Indemnity Agreement dated as of February 16, 2006, by and between Principal Life and the Trustee;
Clause type: governing
Law. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of California without resort to that State’s conflict-of-laws rules.
Clause type: base-salary
 The Executive shall receive a base salary equal to Three Hundred Twenty-Five Thousand Dollars ($325,000) per annum effective October 1, 2002 for the duration of the Term ("Base Salary"), which Base Salary shall be paid in equal semi-monthly installments each year, to be paid semi-monthly in arrears. The Board will review from time to time the Base Salary payable to the Executive hereunder and may, in its discretion, increase the Executive's Base Salary. Any such increased Base Salary shall be and become the "Base Salary" for purposes of this Agreement.
Clause type: payment
 11.1. Any and all monies are due for payment weekly, monthly, annually in advance.
Clause type: loans
 The Pass Through Trustee shall have purchased the ----- Secured Note required to be purchased by it on the Closing Date pursuant to Section 2.
Clause type: loans
 To the best of UCB's knowledge, substantially all of the loans on the books and records of the UCB Subsidiaries are valid and properly documented. Neither the terms of such loans, nor any of the loan documentation, nor the manner in which such loans have been administered and serviced, violates in any material respect any federal, state or local law, rule, regulation or ordinance applicable thereto, including without limitation, the TILA, Regulations O and Z of the Federal Reserve Board, the CRA, the Equal Credit Opportunity Act, as amended, and state laws, rules and regulations relating to consumer protection, installment sales and usury.
Clause type: now
THEREFORE in consideration of the premises, the parties hereto agree as follows:
Clause type: termination
This Agreement may be terminated before the Closing occurs only as follows:
Clause type: governing
Law. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THE LOAN DOCUMENTS AND THE OBLIGATIONS SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES. EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE CREDIT PARTIES, AGENT AND LENDERS PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS RELATED TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED, THAT AGENT, LENDERS AND THE CREDIT PARTIES ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK COUNTY; PROVIDED, FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF AGENT. EACH CREDIT PARTY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH CREDIT PARTY HEREBY WAIVES ANY OBJECTION THAT SUCH CREDIT PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH CREDIT PARTY AT THE ADDRESS SET FORTH IN SECTION 12.10 AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH CREDIT PARTY’S ACTUAL RECEIPT THEREOF OR FIVE (5) BUSINESS DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID.
Clause type: base-salary
 Executive’s annual rate of base salary (“Base Salary”) shall be $[AMOUNT]2 commencing on the Effective Date and, except as it may be modified in accordance with this Section 4 by action of the Committee, continuing throughout the Term. The Base Salary shall be payable in conformity with the Company’s then-current payroll practices, as modified from time to time. The Base Salary will be reviewed annually during the Term in accordance with the Company’s usual salary review process for executive officers. Effective as of the date of any adjustment in the Executive’s Base Salary, the Base Salary as so adjusted shall be considered the new Base Salary for all purposes of this Agreement. Any adjustments in Base Salary shall be determined by the Committee and communicated to the Executive.
Clause type: investments
 Except as contemplated by this Indenture or the ----------- Transfer and Servicing Agreement, the Issuer shall not own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.
Clause type: indemnification
To the extent any of the Agents is not reimbursed and indemnified by the Borrower, the Lenders will reimburse and indemnify the applicable Agents, in proportion to their respective “percentages” as used in determining the Required Lenders (without regard to the existence of any Defaulting Lenders), for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by such Agents in performing their respective duties hereunder or under any other Credit Document, in any way relating to or arising out of this Agreement or any other Credit Document; provided that no Lender shall be liable to an Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct.