bhaskrr/legal-clauses huggingface dataset:
Clause type: definitions
Capitalized terms used but not otherwise defined herein, including in the related Purchase Agreement and Bill of Sale, shall have the definitions set forth in Appendix A to the Indenture dated as of August 14, 2014, among the Eligible Lender Trustee on behalf of the Trust, the Trust and the Indenture Trustee, as such appendix may be amended or supplemented from time to time with the consent of the parties hereto. For purposes hereof:
Clause type: severability
If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render invalid or unenforceable any other severable provision of this Agreement, and this Agreement shall be carried out as if any such invalid or unenforceable provision were not contained herein.
Clause type: base-salary
 The Executive shall receive an annual base salary of $195,000 from the Effective Date through December 31, 2019 (the “Base Salary”). The Compensation Committee of the Board may review the Executive's salary and total cash compensation within one hundred twenty (120) days of the end of each of the Company’s fiscal years during the Employment Period to determine what, if any, increases shall be made thereto. The base salary payable to the Executive in any given year is hereafter referred to as the "Annual Base Salary." Any increase in the Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. The term “Annual Base Salary,” as used in this Agreement, shall refer to the Annual Base Salary with any increases. Executive shall be entitled to an automatic annual increase to the base salary in the amount not less than $10,000 on the first day of each succeeding calendar year beginning January 1, 2018. The Annual Base Salary shall in all instances be payable in twenty-four (24) equal bi-monthly installments.
Clause type: insurance
Lessee shall keep the Equipment insured against loss or damage due to fire and risks normally included in extended coverage, malicious mischief, and vandalism, for not less than the full replacement value. Lessee shall also carry public liability insurance, both personal injury and property damage, covering the Equipment, with a combined single limit amount per occurrence acceptable to Lessor. All said insurance shall be in form and amount and with companies reasonably satisfactory to Lessor. All insurance for loss or damage shall provide that losses shall be payable to Lessor and Lessee, as their interest may appear, and Lessee shall utilize its best efforts to have all checks relating to any such losses delivered promptly to Lessor. Lessor shall be named as an additional insured with respect to all such liability insurance. Lessee shall pay the premiums therefore and deliver to Lessor evidence satisfactory to Lessor of such insurance coverage. Upon the request of Lessor, Lessee shall cause to be provided to Lessor, not less than fifteen (15) days prior to the scheduled expiration or lapse of such insurance coverage, evidence satisfactory to Lessor of renewal or replacement coverage. Each insurer shall agree, by endorsement upon the policy or by independent instrument furnished to Lessor, that (a) it will give Lessor thirty (30) days' prior written notice of the effective date of any material alteration or cancellation of such policy; and (b) insurance as to the interest of any named additional insured or loss payee other than Lessee shall not be invalidated by any actions, inactions, breach of warranty or conditions, or negligence of Lessee with respect to such policy or policies. The proceeds of such insurance payable as result of loss of or damage to the Equipment shall be applied as required by the provisions of Section 12 hereof.
Clause type: headings
The headings contained in this Agreement are included for convenience only and no such heading shall in any way alter the meaning of any provision.
Clause type: payment
 The aggregate Purchase Price for the Purchased Shares shall be paid at the Closing by wire transfer to the Seller’s designated account according to irrevocable written instructions that Seller shall provide to Purchaser prior to the Closing.
Clause type: taxes
 No Company shall use any portion of the proceeds of any Loan to pay the wages of employees, unless a timely payment to or deposit with the U.S. of all amounts of Tax required to be deducted and withheld with respect to such wages is also made.
Clause type: whereas
the Company is an open-end management investment company which is registered under the Investment Company Act of 1940, as amended (the "1940 Act");
Clause type: interest
 The OWNER is entitled to interest on all amounts due from the CONSULTANT that remain unpaid thirty (30) calendar days after the amount is deemed due, whether as a result of a resolution of a dispute or otherwise. Any such interest shall be calculated by the same method as set forth in Article VI above.
Clause type: notices
Except as otherwise provided in this Agreement, any notice, consent or other communication required or permitted hereunder shall be shall be deemed given when (a) delivered personally; (b) sent by confirmed facsimile transmission; or (c) sent by commercial courier with written verification of receipt returned to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice or communication sent. Names, addresses and facsimile numbers for notices (unless and until written notice of other names, addresses and facsimile numbers are provided by either or both parties) are as follows: If to NBP, to: National Beef Packing Company, LLC Attn: General Counsel 12200 Ambassador Drive Suite 500 Kansas City, MO Facsimile (816) 713-8889 If to BPI, to: Beef Products, Inc. Attn: General Counsel 891 Two Rivers Drive Dakota Dunes, South Dakota 57049 Facsimile: (605) 217-8001
Clause type: investment-company-act
 None of the Company or the Subsidiaries is required to register as 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: investment-company-act
 Neither the Company nor the Guarantor is or, after giving effect to the offering and sale of the Securities and the application of the proceeds therefrom as described in the Prospectus, will be an "investment company" as defined in the U.S. Investment Company Act of 1940, as amended. Any certificate signed by any officer of the Company or the Guarantor and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company or the Guarantor, as the case may be, as to matters covered thereby, to each Underwriter.
Clause type: miscellaneous
This license is non-transferable and is limited to the Composition specified above, does not convey or grant any right of public performance for profit, constitutes the entire agreement between the Licensor and the Licensee relating to the Composition, and shall be binding upon both the Licensor and the Licensee and their respective successors, assigns, and legal representatives.
Clause type: miscellaneous
Borrower and Bank further covenant and agree as follows, without limiting any requirement of any other Loan Document:
Clause type: representations
and Warranties. The representations and warranties of Target set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, except for changes contemplated by this Agreement; and Acquiror shall have received a certificate signed on behalf of Target by the chief executive officer and the chief financial officer of Target to such effect.
Clause type: capitalization
 At each Delivery Date (assuming that the Underwriters do not purchase the Option Units), after giving effect to the issuance of the Firm Units, the issued and outstanding limited partner interests of the Partnership will consist of 19,955,471 Common Units, 3,100,000 subordinated units (as defined in the Partnership Agreement, the “Subordinated Units”) and the incentive distribution rights (as defined in the Partnership Agreement (the “Incentive Distribution Rights”). All outstanding Common Units, Subordinated Units and the Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-607 and 17-804 of the Delaware LP Act).
Clause type: loans
 Section 2.1 of the Loan Agreement is hereby amended and restated in its entirety as follows:
Clause type: termination
This Agreement may be terminated by either party, without penalty, upon ten days' notice to the other party and shall automatically terminate in the event of its assignment (as defined in the Investment Company Act). This Agreement may also be terminated at any time for any particular Fund without penalty by the vote of a majority of the members of the Board of Directors or Trustees of such Fund who are not "interested persons" (as defined in the Investment Company Act) and who have no direct or indirect financial interest in the operation of the Distribution Agreement between such Fund and the Distributor or by the vote of a majority of the outstanding voting securities of the Fund.
Clause type: ownership_of_shares
 Except as described in Section 9, (i) the Company owns the Option Shares legally and beneficially, free and clear of any and all liens, security interests, pledges, restrictions, charges, encumbrances and claims of any nature whatsoever; (ii) the Option Shares have been duly authorized and validly issued, fully paid and nonassessable and not issued in violation of any preemptive rights of others; and (iii) the Company has the absolute and unrestricted right to sell, transfer and assign the Option Shares to the Holder upon the exercise of the Option.
Clause type: base-salary
 For the services to be performed hereunder during the Period of Employment, Tyson shall pay you at a base salary of $548,000.00, which may be adjusted by Tyson from time to time within the range paid to other employees in your Band. Such base salary shall be paid in accordance with Tyson’s payroll practice.
Clause type: headings
The titles and subtitles used in this Note are used for convenience only and shall not be considered in construing or interpreting this Note.
Clause type: dividends
 None of the Borrowers, without the prior written consent of the Lenders, such consent not to be unreasonably withheld, shall declare or pay any dividends or return any capital to its equity holders or authorize or make any other distribution, payment or delivery of property or cash to its equity holders, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for value, any interest of any class or series of its Equity Interests (or acquire any rights, options or warrants relating thereto but not including convertible debt) now or hereafter outstanding, or repay any subordinated loans to equity holders or set aside any funds for any of the foregoing purposes, provided that any amounts received from the sale of a Ship in excess of the Advance relating to that Ship, plus any other amounts due owning under this Agreement and the other Finance Documents, may be paid as a dividend so long as the Collateral Maintenance Ratio set forth in Clause 15.2 is maintained both before and after such dividend payment.
Clause type: capitalization
 (a) The authorized capital stock of Parent as of the date of this Agreement consists of (i) 75,000,000 shares of Parent Common Stock, par value $0.0001 per share, of which 4,019,141 shares have been issued and are outstanding as of the close of business on the Reference Date, and (ii) 10,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued and are outstanding as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury.
Clause type: capitalization
 (a) The authorized capital stock of CCB consists of (i) 100,000,000 shares of CCB Common Stock, of which, as of February 29, 2000, 39,450,660 shares were issued and outstanding, and (ii) 10,000,000 shares of serial preferred stock (the "CCB Preferred Stock" and together with the CCB Common Stock, the "CCB Capital Stock") of which (i) 800,000 shares were designated, issued and outstanding as CCB Series A Preferred Stock, par value $5.00. As of the date hereof, no shares of CCB Common Stock or CCB Preferred Stock were reserved for issuance, except for (i) 7,846,175 shares of CCB Common Stock issuable pursuant to the CCB Option Agreement and (ii) 2,383,065 shares reserved for issuance pursuant to the CCB Amended and Restated Long-Term and Equity Incentive Plans and other employee and director stock plans of CCB in effect as of the date hereof (the "CCB Stock Plans"). All of the issued and outstanding shares of CCB Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. As of the date of this Agreement, except for the CCB Option Agreement, the CCB Stock Plans and the CCB Rights Agreement (as defined below), CCB does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of CCB Capital Stock or any other equity securities of CCB or any securities representing the right to purchase or otherwise receive any shares of CCB Capital Stock (collectively, "CCB Rights"). Since December 31, 1999, CCB has not issued any shares of CCB Capital Stock or any securities convertible into or exercisable for any shares of CCB Capital Stock, other than as permitted by Section 5.2(b) and pursuant to (A) the exercise of employee stock options granted prior to such date, and (B) pursuant to the CCB Option Agreement. CCB has previously provided NCBC with a list of the option holders, the date of each option to purchase CCB Common Stock granted, the number of shares subject to each such option, the expiration date of each such option and the price at which each such option may be exercised under an applicable CCB Stock Plan. In no event will the aggregate number of shares of CCB Common Stock outstanding at the Effective Time (including all shares of CCB Common Stock subject to then-outstanding CCB Rights other than the CCB Option Agree...
Clause type: payment
 Payments are due within thirty (30) days from the invoice date. Payments shall not be subject to offset or setoff. Acceptance of a partial payment by Seller shall not be a waiver of the right to be paid the remainder due. Past due amounts shall bear interest at one and one-half percent (1.5%) per month or the maximum amount allowed by law, whichever is less. Buyer may not apply any adjustments to Seller’s invoice without Seller’s written authorization. Buyer shall bear all collection costs including, without limitation, reasonable attorneys' fees and litigation costs. Any invoice disputes not raised in writing within ten (10) days from the invoice date are waived.
Clause type: ownership_of_shares
 (i) Such Shareholder is either (a) the record holder or beneficial owner, either alone or with such Shareholder's spouse, of the number of or (b) trustee of a trust that is the record holder or beneficial owner of, and whose beneficiaries are the beneficial owners (such trustee, a "Trustee") of shares of Company Common Stock as is set forth opposite such Shareholder's name on Schedule 1(a) hereto (such shares shall constitute the "Existing Shares", and together with any shares of Company Common Stock acquired of record or beneficially by such Shareholder in any capacity after the date hereof and prior to the termination hereof, whether upon exercise of options, conversion of convertible securities, purchase, exchange or otherwise, shall constitute the "Shares").
Clause type: grant
 Subject to the terms of this Agreement, OCP grants to Licensee a limited, non-exclusive, revocable, non-transferable, non-sublicensable, royalty-free, worldwide license to reproduce and use the Licensed Certification Mark on or in connection with the Certified Products, subject to the OCP Trademark Usage Guidelines, which form a portion of this Certification Mark License Agreement and are included by this reference as if they had been restated here in their entirety. Licensee may not use or reproduce the Licensed Certification Mark in any manner other than as described in this Certification Mark License Agreement and the OCP Trademark Usage Guidelines. This Agreement includes the limited right to sublicense the use of the Licensed Certification Mark with prior written approval by OCP and only for the limited purposes of allowing advertisers, promoters, and marketers to use the Licensed Certification Mark in promoting the Certified Product. The Licensed Certification Mark must be used only in a manner that accurately describes the Certified Product. Except for the limited license herein, OCP reserves all right, title and interest in and to the Certification Marks.
Clause type: dividends
 LTC shall not declare, pay or set aside for payment any dividend or other distribution in respect of its capital stock, nor shall LTC, directly or indirectly, redeem, purchase or otherwise acquire any shares of its capital stock.
Clause type: insurance
The Disclosure Schedule contains a list of all insurance policies (specifying the insurer, the amount of the coverage, the type of insurance, the policy number and any pending claims thereunder) maintained by or on behalf of the Company on its properties, assets, business or personnel. All such policies are in full force and effect, and the Company is not in default with respect to any provision contained in any insurance policy, nor has it failed to give any notice or present any claim thereunder in due and timely fashion. The Company will keep all such policies in full force and effect to the Closing Date.
Clause type: now
THEREFORE in consideration of the mutual covenants herein contained and intending to be legally bound hereby, the parties hereto agree as follows:
Clause type: foreign_investors
 If it is not a U.S. person within the meaning of Rule 902 of Regulation S of the Securities Act, Purchaser further represents that:
Clause type: now
THEREFORE in consideration of the promises and mutual covenants herein set forth it is agreed as follows:
Clause type: interest
 If the Transferor or the Transferee defaults in the payment when due of any sum payable under this Agreement (whether determined by agreement or pursuant to an order of a court or otherwise) the liability of the Transferor or the Transferee (as the case may be) shall be increased to include interest on such sum from the date when such payment is due until the date of actual payment (after as well as before judgement) at a rate equal to the Interest Rate. Such interest shall accrue from day to day.
Clause type: board
 The parties shall take, or cause to be taken, all actions reasonably necessary so that the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation from and after the Effective Time, until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified.
Clause type: interest
 Kosmos Energy Ltd., a Bermuda exempted company (the “Company”), promises to pay interest on the principal amount of this Note at 7.875% per annum until but excluding maturity. The Company shall pay interest semi-annually in arrears on February 1 and August 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including [ ]; provided that the first Interest Payment Date shall be [ ] [ ]. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the interest rate on the Notes to the extent lawful. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. Whenever in this Note there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.
Clause type: dividends
 Nash-Finch and Spartan Stores shall coordinate with each other regarding the declaration, setting of record dates, and payment dates of dividends with respect to shares of Spartan Stores Common Stock and Nash-Finch Common Stock for the purpose of minimizing the risk that holders of shares of Nash-Finch Common Stock (a) in respect of any calendar quarter, receive dividends on both shares of Nash-Finch Common Stock and shares of Spartan Stores Common Stock received as Merger Consideration or (b) in respect of any calendar quarter, fail to receive a dividend on shares of Nash-Finch Common Stock or shares of Spartan Stores Common Stock received as Merger Consideration.
Clause type: miscellaneous
(a) No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Employee and such officer as may be specifically authorized by the President of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or in compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement is a complete integration of the parties' agreement; no agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.
Clause type: investment_company
 The Subscriber is not an "investment company" or an entity controlled by an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended.