bhaskrr/legal-clauses huggingface dataset:
Clause type: investment-company-act
 None of the Borrower or any Subsidiary is an “investment company” or is “controlled” by an “investment company,” as such terms are defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.
Clause type: esop
 10.11 The Employer will by 31 August 2014 prepare an ESOP and present that ESOP to the shareholders of the Employer for their approval.
Clause type: miscellaneous
This Agreement (together with all other documents and instruments referred to herein, including the Confidentiality Agreement except as expressly provided in Section 6.6(c) hereof): (a) constitutes the entire agreement and supersedes all other prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof; (b) is not intended to confer upon any other person any rights or remedies hereunder; (c) shall not be assigned by operation of law or otherwise, except that the Purchaser and the Merger Sub may assign all or any portion of their rights under this Agreement to any direct or indirect wholly-owned subsidiary of Parent, but no such assignment shall relieve the Purchaser and the Merger Sub of their obligations hereunder, and except that this Agreement may be assigned by operation of law to any corporation with or into which the Purchaser may be merged; and (d) shall be governed in all respects, including validity, interpretation and effect, by the internal laws of the State of Delaware, without giving effect to the principles of conflict of laws thereof. This Agreement may be executed in two or more counterparts which together shall constitute a single agreement.
Clause type: investments
 Acquire Investments in, or purchase or otherwise acquire all or substantially all of the assets of, any Person; provided, however, the foregoing restriction shall not apply to the purchase or acquisition of (a) Oil and Gas Properties, (b) Investments in the form of (i) debt securities issued or directly and fully guaranteed or insured by the United States Government or any agency or instrumentality thereof, with maturities of no more than one year, (ii) commercial paper of a domestic issuer rated at the date of acquisition at least P-2 by Moody’s Investor Service, Inc. or A-2 by Standard & Poor’s Corporation and with maturities of no more than one year from the date of acquisition, or (iii) repurchase agreements covering debt securities or commercial paper of the type permitted in this Section, certificates of deposit, demand deposits, eurodollar time deposits, overnight bank deposits and bankers’ acceptances, with maturities of no more than one year from the date of acquisition, issued by or acquired from or through Lender or any bank or trust company organized under the laws of the United States or any state thereof and having capital surplus and undivided profits aggregating at least $100,000,000.00, (c) other short-term Investments similar in nature and degree of risk to those described in clause (b) of this Section, or (d) money-market funds.
Clause type: payment
 Seller, or any of its Affiliates on behalf of Seller, may issue an invoice to Customer. All invoiced amounts and payments shall be made in Euros or the currency as invoiced by Seller. Invoices in respect of Services provided on a fixed fee basis shall be issued in advance of the provision of such Services. Customer will be invoiced for Products on shipment of such Products. Customer will pay invoices containing amounts authorized by the SOW within thirty (30) days of the date of the invoice, subject to continuing credit approval by Seller. Any objections to an invoice must be made to Seller point of contact within fifteen (15) days after the invoice date. Seller may invoice Customer separately for partial shipments of Purchased Items. Customer agrees to pay interest on all past-due sums at the statutory rate, and otherwise in accordance with the Late Payment in Commercial Transactions Regulations 2012 (SI 580/2012). Customer's right to possession of the Products shall terminate immediately upon the occurrence of: (a) an Insolvency Event; or (b) any failure by Customer to pay an invoice in accordance with this Section 6. At any time the Seller shall be entitled to recover the Products in which ownership remains with the Seller, and for that purpose Customer hereby grants to the Seller, its agents, and employees an irrevocable licence to enter any premises where the Products or any of them are stored or located in order to repossess the same, and (in the event that any Products have been incorporated or affixed to other products) to dismantle such other products or detach the Products from those products and repossess them. Seller’s pricing for the provision of Services and Products are exclusive of applicable Taxes. Customer will pay for, and shall indemnify, defend and hold Seller, its Affiliates, and its and their directors, officers, employees and agents harmless from any loss (of any kind), cost, damage or expense (including, but not limited to, attorneys’ fees and expenses) arising from any applicable Taxes. Customer must claim any exemption from such Taxes, fees or charges at the time of purchase and provide Seller with any necessary supporting documentation. Notwithstanding Section 4.4, if delivery by Seller of any Products has not been made thirty (30) days after the advised estimated date for delivery of the Products, Customer shall be entitled to terminate the SOW and/or PO in respect of those Products and any liability of Seller however arising, ...
Clause type: investment-company-act
 The Company is not an investment company or a person directly or indirectly controlled by or acting on behalf of an investment company within the meaning of the Investment Company Act of 1940, as amended.
Clause type: conversion_of_shares
 Each share of Common Stock issued and outstanding as of the Effective Time (other than shares owned by holders who have properly exercised their rights of appraisal within the meaning of Subchapter D of Title 15 of the PBCL (“Dissenting Shares”) shall, by virtue of the Merger and without any action on the part of the holder thereof, automatically be converted into an amount in cash equal to the quotient obtained by dividing the Cash Consideration by the total number of Fully Diluted Shares as of the Effective Time. Such resulting quotients are referred to herein as the “Exchange Ratio.” “Fully Diluted Shares” shall be equal to the total number of outstanding shares of Common Stock, immediately prior to the Closing Date, calculated on a fully diluted, fully converted basis as though all convertible debt and equity securities and options that are vested and exercisable as of the Effective Time and warrants had been converted or exercised but excluding any convertible debt being paid off at Closing. Schedule 1.2 attached hereto sets forth, with respect to the Merger Consideration, (i) the Exchange Ratio and (ii) the aggregate cash payment to be paid in connection with the Merger to the Shareholders.
Clause type: definitions
Covered Damage": All damages to property of the unit's owner, up to $1,475.00 in the aggregate for each Stay, that occurs during the Covered Guest's stay and that is the result of the inadvertent acts or omissions of the Covered Guest or the Covered Guest's invitee, excluding the damages listed in the conditions section above. • "Covered Guest": All registered guests and all persons booked to share the same unit of accommodations, and have paid the required plan cost. • "Stay": The stay at an iTrip unit, from the date of a Covered Guest's check-in to the date of check-out.
Clause type: financing
 As of the Cutoff Date, approximately 25.08% of the aggregate principal balance of the Receivables, constituting 32.82% of the number of Receivables, represents previously titled vehicles; approximately 84.99% of the aggregate principal balance of the Receivables represents financing of vehicles manufactured or distributed by Chrysler Corporation; all of the Receivables are Simple Interest Receivables. The aggregate principal balance of the Receivables, as of the Cutoff Date is $1,097,269,604.07.
Clause type: definitions
For all purposes of this Agreement, the following terms shall have the meanings set forth below, unless the context clearly indicates otherwise:
Clause type: payment_terms
 The Company promises to pay to Holder the balance of Principal, together with accrued unpaid interest, on September 30, 2007, unless this Note is earlier prepaid as herein provided or earlier converted into Series C preferred stock, par value US $0.01 per share, of the Company (the “Series C Preferred Stock”) pursuant to Section 3 hereof. All payments hereunder shall be made in lawful money of the United States of America. Payment shall be credited first to the accrued interest then due and payable and the remainder to Principal.”
Clause type: investments
 The Borrower may elect to open a further account with HVB Banque Luxembourg Société Anonyme and/or the Agent in respect of investments which may be made by the Borrower pursuant to Clause 11.6.1 (the “DSRA Investment Account”), such account to be pledged by the Borrower in favour of the Lenders by entering into an account pledge agreement substantially in the form set out in Schedule 8 (Form of Luxembourg Account Pledge Agreement) in respect of the DSRA Investment Account maintained with HVB Banque Luxembourg Société Anonyme and in the form and substance of the Account Pledge Agreement between the Borrower and the Security Agent as of the date hereof in respect of the DSRA Investment Account maintained with the Agent. The Borrower will at its own cost provide the Agent with a legal opinion satisfactory to the Agent and issued by a reputable Luxembourg law firm in respect of, inter alia, the validity and enforceability of such Luxembourg account pledge agreement. Any balance on the Debt Service Reserve Account in excess of the Target Balance from time to time may be paid into the Revenue Account.
Clause type: whereas
the Company desires to employ the Executive and to enter into an agreement embodying the terms of such employment; and
Clause type: grant
 2.1 M.I.T. hereby grants to LICENSEE the right and license in the TERRITORY to practice under the PATENT RIGHTS and, to the extent not prohibited by other patents, to make, have made, use, lease, sell and import LICENSED PRODUCTS and to practice the LICENSED PROCESSES, until the expiration of the last to expire of the PATENT RIGHTS, unless this Agreement shall be sooner terminated according to the terms hereof.
Clause type: entire
Agreement. This Agreement and the documents and agreements referred to herein embody the entire agreement and understanding among the parties hereto and supersede all prior agreements and understandings relating to the subject matter hereof and thereof.
Clause type: whereas
after careful consideration of the Purchase Agreement, the documents incident thereto and other factors deemed relevant by the Board of Directors, the Board of Directors has determined that it is advisable and in the best interests of the Corporation to engage in to transactions contemplated by the Purchase Agreement. TRANSACTION DOCUMENTS RESOLVED, that the transactions described in the Purchase Agreement are hereby approved and ____________________________________________ (the "Authorized Officers") are severally authorized to execute and deliver the Purchase Agreement, and any other agreements or documents contemplated thereby (including, without limitation, a registration rights agreement (the "Registration Rights Agreement") providing for the sale of the shares of the Company's Common Stock issuable in respect of the Purchase Agreement) on behalf of the Corporation, with such amendments, changes, additions and deletions as the Authorized Officers may deem to be appropriate and approve on behalf of, the Corporation, such approval to be conclusively evidenced by the signature of an Authorized Officer thereon; and FURTHER RESOLVED, that the terms and provisions of the Registration Rights Agreement by and among the Corporation and Fusion are hereby approved and the Authorized Officers are authorized to execute and deliver the Registration Rights Agreement (pursuant to the terms of the Purchase Agreement), with such amendments, changes, additions and deletions as the Authorized Officer may deem appropriate and approve on behalf of, an Corporation, such approval to be conclusively evidenced by the signature of an Authorized Officer thereon; and FURTHER RESOLVED, that the terms and provisions of the Form of Transfer Agent Instructions (the "Instructions") are hereby approved and the Authorized Officers are authorized to execute and deliver the Instructions (pursuant to the terms of the Purchase Agreement), with such amendments, changes, additions and deletions as the Authorized Officers may deem appropriate and approve on behalf of, the Corporation, such approval to be conclusively evidenced by the signature of an Authorized Officer thereon; and EXECUTION OF PURCHASE AGREEMENT FURTHER RESOLVED, that the Corporation be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of common stock of the Corporation having an aggregate value of up to $___________; and ISSUANCE OF COMMON STOCK FURTHER RESOLVED, that the Corporation is ...
Clause type: interest
 The Company, promises to pay interest on the principal amount of this Note at the rate of 5.50% per annum. The Company will pay interest semiannually in arrears on January 15 and July 15 of each year (each, an “Interest Payment Date”), commencing January 15, 2014, to Holders of record on the immediately preceding January 1 and July 1, respectively. Interest on the Notes will accrue from the most recent date to which interest has been paid on the Notes or, if no interest has been paid, from July 16, 2013. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Interest will cease to accrue on a Note, as provided in the Indenture, upon its maturity, conversion, redemption or repurchase. Pursuant to Section 5.03 of the Indenture, in certain circumstances, the Company will pay Additional Interest on this Note. Pursuant to Section 7.05 of the Indenture, in certain circumstances, the Company will pay an Extension Fee on this Note.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.
Clause type: conversion_of_shares
 Subject to Section 1.1(i)(iii), the manner of converting the Wade Shares into shares of BAG Common Stock shall be as is set forth in this Section 1.1(g). As of the Effective Time of the Merger, all of the Wade Shares, by virtue of the Mergers without any action on the part of the holder thereof, automatically shall be deemed to represent that number of shares of BAG Common Stock that is equal to the number obtained by dividing the Stock Consideration Value Amount by the BAG IPO Share Price (the "BAG Stock Consideration Shares"). The BAG Stock Consideration Shares shall be divided amongst the Stockholders on a pro-rata basis based on their stock ownership interest in each of the Companies.
Clause type: headings
The headings used in this Agreement are for convenience only and are not to be construed to have legal significance.
Clause type: taxes
 Except to the extent that the validity or amount thereof is being contested in good faith and by appropriate proceedings, each of the Borrowers will, and will cause each of its Subsidiaries, to pay and discharge all Taxes prior to the date when any interest or penalty would accrue for the nonpayment thereof. Each of the Borrowers shall furnish to the Lender at such times as the Lender may require proof satisfactory to the Lender of the making of payments or deposits required by applicable Laws including, without limitation, payments or deposits with respect to amounts withheld by any of the Borrowers from wages and salaries of employees and amounts contributed by any of the Borrowers on account of federal and other income or wage taxes and amounts due under the Federal Insurance Contributions Act, as amended.
Clause type: loans
 The Administrator may, in its discretion, extend one or more loans to Employees in connection with the issuance or vesting of Awards granted under the Plan. The terms and conditions of any such loan shall be set by the Administrator. Notwithstanding the foregoing, no loan shall be made to an Employee under this Section to the extent such loan would result in an extension or maintenance of credit, an arrangement for the extension of credit, or a renewal of an extension of credit in the form of a personal loan that is prohibited by Section 13(k) of the Exchange Act or other applicable law. In the event that the Administrator determines in its
Clause type: ownership_of_shares
 The Sale Shares set opposite the name of the Seller in Sections 2.1 and 2.2 together constitute all of the Equity Securities held by the Seller and are owned of record and beneficially by the Seller free and clear of all Liens.
Clause type: investment-company-act
 Neither Colonial nor any Colonial Subsidiary is required to be registered as an investment company under the Investment Company Act.
Clause type: investment-company-act
 No Group Member is required to be registered as an “investment company” (as the quoted term is defined or used in the Investment Company Act of 1940, as amended).
Clause type: interest
 (a) LEVEL 3 FINANCING, INC., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Issuer”), promises to pay interest on the principal amount of this Security at the rate per annum shown above. The Issuer will pay interest semiannually on April 1 and October 1 of each year, commencing October 1, 2011. Interest on the Security will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from March 4, 2011. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.
Clause type: investments
 (a) by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; and
Clause type: definitions
Terms used in this Agreement which are defined in the Plan shall have the same meaning as set forth in the Plan.
Clause type: investment-company-act
 The Company will not, and will not cause or permit any of its Subsidiaries to, be or become an investment company within the meaning of the Investment Company Act of 1940, as amended.
Clause type: board
 The Amended and Restated Memorandum and Articles of Association of the Company (the “Restated Articles”) shall provide that the Board of Directors of the Company (the “Board”) shall consist of three (3) members, which number of members shall not be changed except pursuant to an amendment to the Restated Articles. Effective from the date hereof,
Clause type: investments
 (a) State Auto Mutual will not, nor will it permit any of its Material Subsidiaries to, make or permit to remain outstanding any Investments except (i) Investments outstanding on the date hereof and identified in Part B of SCHEDULE II hereto, (ii) operating deposit accounts with banks, (iii) Permitted Investments, (iv) Investments by State Auto Mutual and its Material Subsidiaries in State Auto Mutual and its Subsidiaries, (v) Interest Rate Protection Agreements, PROVIDED that, without limiting the obligation of State Auto Mutual under SECTION 4.12 hereof, when entering into any Interest Rate Protection Agreement that at the time has, or at any time in the future may give rise to, any credit exposure, the aggregate credit exposure under all Interest Rate Protection Agreements (excluding the Interest Rate Protection Agreement being entered into pursuant to SECTION 4.12 hereof) shall not exceed $10,000,000, and (vi) Investments of Insurance Entities not prohibited by clause (b) of this SECTION 4.9.
Clause type: ownership_of_shares
 On the date hereof the Existing Shares are all of the Shares currently beneficially owned (which, for purposes of this Agreement shall be determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); PROVIDED, that beneficial ownership shall be determined solely with reference to Shares over which such person has voting power as described in subsection (a)(1) of such Rule) by the Shareholder or any Affiliate (as defined in the Merger Agreement) of the Shareholder. On the Closing Date (as defined in the Merger Agreement), the Shares will constitute all of the shares of Common Stock owned beneficially by the Shareholder or any Affiliate of the Shareholder. The Shareholder does not have any rights to acquire any additional shares of Common Stock. The Shareholder currently has with respect to the Existing Shares, and at Closing will have with respect to the Shares, 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: representations
and Warranties. The representations and warranties of the Subscriber shall be true and correct in all material respects as of the date when made and as of the Closing as though made at that time, and the Subscriber shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by the Subscriber at or prior to the Closing.
Clause type: base-salary
 The Executive shall be entitled to receive an annual base salary (the “Base Salary”) of $205,000. Upon each anniversary of the Start Date, the Base Salary may be increased by the Company in its sole discretion. Base Salary payments hereunder shall be made in arrears in substantially equal installments (not less frequently than monthly) in accordance with the Company’s customary payroll practices for its other executives, as those practices may exist from time to time.
Clause type: base-salary
 The Company shall pay Executive a base salary (the “Base Salary”) equal to Executive’s current base salary, as adjusted from time to time. The Base Salary shall be payable in substantially equal periodic installments in accordance with the Company’s payroll practices as in effect from time to time. The Company shall deduct from each such installment all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which Executive participates. The Board or an appropriate committee thereof shall, on an annual basis, review the Base Salary, which may be adjusted upward or downward at the Company’s discretion.
Clause type: notices
Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered in person, consigned to a reputable national courier service or deposited in the United States mail, postage prepaid, registered or certified, and addressed to the Executive at his last known address on the books of the Company or, in the case of the Company, at its principal place of business, attention of the Chair of the Board, or to such other address as either party may specify by notice to the other actually received.