bhaskrr/legal-clauses huggingface dataset:
Clause type: employee_benefits
 The Executive shall be entitled to participate in all employee benefit plans, programs, practices or arrangements of the Company in which other senior executives of the Company are eligible to participate from time to time, including, without limitation, any qualified or non-qualified pension, profit sharing and savings plans, any death benefit and disability benefit plans, any medical, dental, health and welfare plans and any stock purchase programs that are approved by the Compensation Committee on terms and conditions at least as favorable as provided to other senior executives of the Company.
Clause type: payment
 Tenant shall pay and discharge all general and special real estate and/or personal property taxes and assessments levied or assessed against or with respect to the Premises during the term hereof and all charges, assessments or other fees payable with respect to or arising out of this Lease and all recorded deed restrictions affecting or relating to the Premises. Any sales, use, excise or transaction privilege tax consequence incurred by Landlord because of this Lease or in relation to the Premises or improvements included therein may be passed on to the Tenant either directly if applicable or as “additional rent.”
Clause type: ownership_of_shares
 The Seller is the record and beneficial owner of the Shares set forth opposite the Seller’s name on Schedule 1.1(a). The Seller has on the date of this Agreement good and marketable title to such Shares, free and clear of any and all Liens, other than restrictions under applicable securities Laws. Such Shares will be sold, transferred and conveyed to Buyer, subject to the terms of this Agreement and pursuant to the procedures set forth in this Agreement, free and clear of all Liens, other than restrictions under applicable securities Laws and Liens created or suffered by Buyer.
Clause type: employee_benefits
 During the Term of this Agreement, to the extent eligible under the applicable plans or programs, Executive shall be entitled to participate in the employee benefits plans and programs made available to executive level employees of the Company generally, such as health, medical, dental and other insurance coverage and group retirement plans. The terms and conditions of Executive’s participation in any employee benefit plan or program shall be subject to the terms and conditions of such plan or program, as may be modified by the Company from time to time. Nothing in this Agreement shall preclude the Company from amending or terminating any employee benefit plan or program.
Clause type: investments
 Borrower shall not, directly or indirectly acquire or own, or make any Investment in or to any Person, nor permit any of its Subsidiaries to do so, other than Permitted Investments. Notwithstanding the foregoing, and for the avoidance of doubt, this Section 7.6 shall not prohibit the conversion by holders of (including any cash payment upon conversion), or required payment of any principal or premium on (including, for the avoidance of doubt, in respect of a required repurchase in connection with the redemption of Permitted Convertible Debt upon satisfaction of a condition related to the stock price of Borrower’s common stock) or required payment of any interest with respect to, any Permitted Convertible Debt in each case, in accordance with the terms of the indenture governing such Permitted Convertible Debt, provided that principal payments in cash (other than cash in lieu of fractional shares) shall be allowed with respect to any repurchase in connection with the redemption of Permitted Convertible Debt upon satisfaction of a condition related to the stock price of Borrower’s common stock only if the Redemption Conditions are satisfied in respect of such redemption and at all times after such redemption.. Notwithstanding the foregoing, Borrower may repurchase, exchange or induce the conversion of Permitted Convertible Debt by delivery of shares of Borrower’s common stock and/or a different series of Permitted Convertible Debt and/or by payment of cash (in an amount that does not exceed the proceeds received by Borrower from the substantially concurrent issuance of shares of Borrower’s common stock and/or Permitted Convertible Debt plus the net cash proceeds, if any, received by Borrower pursuant to the related exercise or early unwind or termination of the related Permitted Bond Hedge Transactions and Permitted Warrant Transactions, if any, pursuant to the immediately following proviso); provided that, for the avoidance of doubt, substantially concurrently with, or a commercially reasonable period of time before or after, the related settlement date for the Permitted Convertible Debt that are so repurchased, exchanged or converted, Borrower may exercise or unwind or terminate early (whether in cash, shares or any combination thereof) the portion of the Permitted Bond Hedge Transactions and Permitted Warrant Transactions, if any, corresponding to such Permitted Convertible Debt that are so repurchased, exchanged or converted.
Clause type: investments
 The Borrower will not, and will not permit any Restricted Subsidiary to make any Investment except:
Clause type: headings
The table of contents and the headings in this Agreement are included for convenience only and shall be ignored in construing this Agreement.
Clause type: dividends
 The Borrower will not, nor will it permit any Subsidiary to, declare or pay any dividends or make any distributions on its Capital Stock (other than dividends payable in its own Capital Stock) or redeem, repurchase or otherwise acquire or retire any of its Capital Stock at any time outstanding, except that (i) any Subsidiary may declare and pay dividends or make distributions to the Borrower or to a Wholly-Owned Subsidiary, and (ii) the Borrower may declare and pay dividends on its Capital Stock and make redemptions, repurchases or other acquisitions or retirements of any of its Capital Stock provided that in each case no Default or Unmatured Default shall exist before or after giving effect thereto or be caused as a result thereof.
Clause type: severability
If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions hereof, and each provision is hereby declared to be separate, severable and distinct.
Clause type: assignment
This Agreement shall extend to and shall be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Trust without the prior written consent of GFS. GFS may subcontract any or all of its responsibilities pursuant to this Agreement to one or more corporations, trusts, firms, individuals or associations, which may or may not be affiliated persons of GFS and which agree to comply with the terms of this Agreement; provided, however, that any such subcontracting shall not relieve GFS of its responsibilities hereunder. GFS may pay those persons for their services, but no such payment shall increase GFS' compensation from the Trust.
Clause type: investments
 XYZ has provided, or will provide to the Company, prior to Closing, a complete and accurate description of the XYZ Assets, including but not limited to a list of all investments of XYZ, which accurately set forth the nature of XYZ’s interest or ownership in each investment and, if applicable, the jurisdictions in which the respective investments have been incorporated, organized, and currently doing business. Except for the entities identified on the list to be provided to the Company, there is no corporation, limited partnership, limited partnership, joint venture, association, trust, or other entity or organization which XYZ directly or indirectly controls or in which XYZ directly or indirectly owns any equity interest or any other interest.
Clause type: representations
and Warranties. To induce the Lenders, the Issuing Banks, the Syndication Agent and the Administrative Agent to enter into this Amendment, each of the Borrowers hereby warrants, represents and covenants to the Lenders, the Issuing Banks, the Syndication Agent and the Administrative Agent that: (a) each representation or warranty of the Borrowers set forth in the Credit Agreement is hereby restated and reaffirmed as true and correct on and as of the date of this Amendment, and after giving effect to this Amendment, as if such representation or warranty were made on and as of the date of, and after giving effect to, this Amendment (except to the extent that any such representation or warranty expressly relates to a prior specific date or period); (b) such Borrower has the corporate power and authority to (i) enter into this Amendment and (ii) do all acts and things as are required or contemplated hereunder to be done, observed and performed by such Borrower; (c) this Amendment has been duly authorized, validly executed and delivered by such Borrower, and constitutes the legal, valid and binding obligation of such Borrower, enforceable against it in accordance with its terms; (d) the execution and delivery of this Amendment and performance by such Borrower under the Credit Agreement, does not and will not require the consent or approval of any regulatory authority or governmental authority or agency having jurisdiction over such Borrower which has not already been obtained, nor contravene or conflict with the charter documents of such Borrower, or the provision of any statute, judgment, order, indenture, instrument, agreement or undertaking, to which such Borrower is a party or by which any of its properties are or may become bound; and (e) as of the date hereof and after giving effect to the amendments, consents and waivers contained in this Amendment, no Default or Event of Default under the Credit Agreement has occurred and is continuing. The Borrowers, the Lenders, the Issuing Banks, the Syndication Agent and the Administrative Agent hereby ratify and affirm all of the terms and conditions of the Credit Agreement and the Loan Documents applicable to each of them, including, without limitation, the Borrowers' joint and several liability for the Obligations. The parties hereto have not entered into a mutual disregard of the terms and provisions of the Credit Agreement or the other Loan Documents, or engaged in any course of dealing in variance with the terms and provisions...
Clause type: whereas
the Company and the Operating Partnership desire to avail themselves of the experience, sources of information, advice, assistance and certain facilities of the Advisor and to have the Advisor undertake the duties and responsibilities hereinafter set forth, on behalf of, and subject to the supervision of the Board of Directors of the Company, all as provided herein; and
Clause type: base-salary
 During the Term of Employment, the Executive shall be paid an annualized Base Salary of not less than $1,000,000. The Base Salary shall be payable in accordance with the regular payroll practices of the Company. The Base Salary shall be reviewed no less frequently than annually for purposes of increase in the discretion of the Board; provided, however, that the Base Salary, if increased, shall never be decreased from such increased amount unless the Executive provides his prior written consent to such decrease.
Clause type: payment
 Interest on each Loan shall be payable in arrears on each Interest Payment Date. Interest shall also be payable on the date of any repayment of Loans pursuant to Section 2.8 for the portion of the Loans so repaid, if required by Section 2.9, and upon payment (including prepayment) of the Loans in full. During the existence of any Event of Default, interest shall also be payable on demand.
Clause type: interest
 70.1 If payment by either party of any amount payable under this Agreement is not made when due, interest will be payable on such amount at 2% per annum over the prime rate, calculated from the date due under this Agreement until paid, compounded monthly. The party to whom payment is owed and overdue will notify the other party at least monthly of the overdue amount and the accrued interest on that amount. The prime rate is the annual rate of interest announced by the Royal Bank of Canada (or its successor), or any other Canadian chartered bank agreed to by the parties, as its “prime” rate then in effect for determining interest rates on Canadian dollar commercial loans made by it in Canada.
Clause type: assignment
This Agreement may not be assigned by the Administrator unless the Administrator obtains the consent of the Issuer and the Owner Trustee and satisfaction of the Rating Agency Condition for such action. Notwithstanding the foregoing, this Agreement may be assigned by the Administrator without the consent of the Issuer or the Owner Trustee or satisfaction of the Rating Agency Condition to a Person that is a successor (by merger, consolidation or purchase of assets) to the Administrator or to an Affiliate of the Administrator; provided, that such Person or such Affiliate executes and delivers to the Issuer, the Owner Trustee and the Indenture Trustee an agreement in which such Person or such Affiliate agrees to be bound under this Agreement in the same manner as the Administrator is bound under this Agreement. Subject to the foregoing, this Agreement will bind any successors or assigns of the parties to this Agreement.
Clause type: payment
 The City shall make payments to the Grantee on a quarterly basis for the amounts to be paid pursuant to this Agreement based upon the submission of invoices in accordance with Attachment C, “Deliverables Reporting Form, FY 2015.” Within thirty days after the City receives an invoice, the City shall send the Grantee a check in payment for all undisputed amounts contained in the invoice. The City, in its sole discretion, and without affecting its other rights and remedies, may delay or cancel any or all of those payments for failure by the Grantee to comply with any of the provisions of this Agreement, including deadlines for submitting any accounting, audit, statement, information, record, documentation, or report. The Director shall have the authority to decide whether the Grantee has complied with this Agreement, including the attachments. That determination shall include the authority to construe vague and/or ambiguous requirements, if any. That determination, unless it is unreasonable, shall be binding on the Grantee. Unless the City otherwise specifies, if the withholding is designated to be a delay of payment instead of a cancellation of payment, the payment so delayed shall be made when the Grantee has submitted the missing items, provided that such items are received by the City within 45 days after the date that they were due. If any of said missing items is not received by the City before the expiration of the additional 45-day period, then the amounts so withheld shall not be paid to the Grantee even if the missing items are later received by the City. If the City does not delay or cancel in one instance, the City shall still have the right to delay or cancel after any other instance of failure by the Grantee.
Clause type: investments
 The Borrower shall not, and shall not permit any of its Subsidiaries to, make, directly or indirectly, any Investments, except:
Clause type: assignment
Assignment of this policy will not be valid unless we give our written consent.
Clause type: investment-company-act
 Parent and Borrower will, and will cause each of their Subsidiaries, not to engage in any activities that will result in Parent, Borrower or such Subsidiary becoming an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.
Clause type: headings
Headings as to the contents of particular articles and sections are for convenience only and are in no way to be construed as part of this Agreement or as a limitation of the scope of the particular articles or sections to which they refer.
Clause type: compensation
 For the services provided and the expenses assumed by the Sub-Adviser pursuant to this Agreement, the Sub-Adviser shall receive monthly, (i) an investment management fee as specified in Schedule A of this Agreement, (ii) less 50% of any amount reimbursed to a Fund by the Investment Adviser pursuant to any expense limitations. If this Agreement becomes effective or terminates before the end of any month, the investment management fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be pro-rated according to the pro-ration which such period bears to the full month in which such effectiveness or termination occurs. Any amount borne by Sub-Adviser pursuant to (ii) above in this paragraph constitutes an agreement between the Investment Adviser and the Sub-Adviser only for the first twelve months following commencement of a Fund's investment operations. The fee payable to the Sub-Adviser pursuant to this paragraph will not be waived by the Sub-Adviser or otherwise reduced by any waiver or expense limitation affecting the fee that is payable to the Investment Adviser under the Investment Advisory Agreement, except as mutually agreed to by the Sub-Adviser and the Investment Adviser. In no event will any amount to be borne by the Sub-Adviser pursuant to (ii) above or pursuant to such further mutual agreement between the Sub-Adviser and the Investment Adviser exceed the amount of fee payable to the Sub-Adviser pursuant to (i) above in this paragraph.
Clause type: investment-company-act
 The Company will conduct its affairs in such a manner so as to reasonably ensure that neither it nor its subsidiaries will be or become, at any time prior to the termination of this Agreement, an “investment company,” as such term is defined in the Investment Company Act, assuming no change in the Commission’s current interpretation as to entities that are not considered an investment company.
Clause type: investment-company-act
 None of the Issuer, the Guarantors and their respective Subsidiaries shall become an investment company subject to registration under the Investment Company Act of 1940, as amended.
Clause type: compensation
 As compensation for the services rendered under this Agreement, the Trust shall pay to the Administrator a fee based on the average daily net assets of each of the Funds attributable to a class or classes of Shares as set forth in the attached Schedule set forth as Exhibit A hereto. The fees payable to the Administrator shall be computed and accrued daily and paid monthly. If the Administrator shall serve for less than any whole month, the foregoing compensation shall be prorated.
Clause type: definitions
As used in this Agreement, the following terms shall have the meanings set forth in this Section 1 unless context dictates otherwise:
Clause type: foreign_investors
 If Buyer is not a United States person (as defined by Section 7701(a)(30) of the Code, a “Non-U.S. Person”), Buyer hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Tokens or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Tokens, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Tokens. Buyer’s subscription and payment for and continued beneficial ownership of the Tokens will not violate any applicable securities or other laws of Buyer’s jurisdiction. If the Buyer is a Non-U.S. Person, Buyer represents, warrants and undertakes that neither it, its affiliates (as defined in Regulation 501 under the Securities Act), nor any persons acting on its or their behalf has engaged or will engage in any directed selling efforts (as defined in Regulation S) with respect to this Agreement and the Tokens. No General Solicitation. Neither Buyer, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including, through a broker or finder (a) engaged in any general solicitation, or (b) published any advertisement in connection with the offer and sale of the Tokens.
Clause type: counterparts
This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties.
Clause type: ownership_of_shares
 As of the date of this Agreement, the Shares set out opposite such Selling Shareholder's name and address set forth in Schedule 1 are beneficially owned by such Selling Shareholder (except in the case of the Management Company with respect to which the Shares are held as nominee for the Former Option Holders) free from any Encumbrances whatsoever and from any agreement, obligation or commitment to create, grant, give or permit to subsist any Encumbrances whatsoever and such Selling Shareholder is entitled to sell and transfer to Purchaser the full legal and beneficial ownership of the Shares free from any Encumbrance pursuant to the terms of the Agreement.
Clause type: investment-company-act
 Neither AMH nor any AMH Subsidiary is required to be registered as an investment company under the Investment Company Act.
Clause type: whereas
the Manager is registered as an investment adviser under the Investment Advisers Act of 1940, as amended ("Advisers Act") and is the investment manager to the Trust;
Clause type: severability
If any provision of the Agreement is declared invalid or illegal for any reason whatsoever, then notwithstanding such invalidity or illegality, the remaining terms and provisions of the Agreement will remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein.
Clause type: confidentiality
The Subadviser will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement or as reasonably required to execute transactions on behalf of the Portfolios, and will keep confidential any non-public information obtained directly as a result of this service relationship, and the Subadviser shall disclose such non-public information only if the Adviser or the Board of Trustees has authorized such disclosure by prior written consent, or if such information is or hereafter otherwise is known by the Subadviser or has been disclosed, directly or indirectly, by the Adviser or the Trust to others becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities, or to the extent such disclosure is reasonably required by auditors or attorneys of the Subadviser in connection with the performance of their professional services or as may otherwise be contemplated by this Agreement. Notwithstanding the foregoing, the Subadviser may disclose the total return earned by the Portfolios and may include such total return in the calculation of composite performance information.
Clause type: interest
 (a) Borrower agrees to pay to Lender interest on the unpaid principal amount of each Loan from and including the date such Loan is extended to but not including the date on which such Loan is paid in full. Interest shall accrue on an adjustable basis at a rate per annum equal to LIBOR plus the Margin. LIBOR with respect to the interest payment to be made on each Remittance Date shall be equal to LIBOR as determined on the related Interest Rate Determination Date. Accrued interest shall be payable in arrears on each Remittance Date, and on the date of repayment in full of each Loan.