bhaskrr/legal-clauses huggingface dataset:
Clause type: capitalization
 (a) The authorized capital stock of the Company as of the date of this Agreement consists of 20,000,000 Shares and 1,000,000 preferred shares, par value $0.01 per share (“Company Preferred Stock”). The rights and privileges of each class of the Company’s capital stock are as set forth in the Company’s articles of incorporation. As of the date of this Agreement, (i) 11,953,384 Shares were issued and outstanding and (ii) no shares of Company Preferred Stock were issued or outstanding.
Clause type: base-salary
 The Executive shall receive base salary equal to the annual rate currently paid to the Executive at the time of execution of this Agreement, payable in substantially equal monthly or more frequent installments. The Executive’s Salary shall be reviewed periodically to determine whether a change in the amount of Salary is appropriate.
Clause type: loans
 To Borrower’s knowledge, each loan having an outstanding balance of more than $5,000,000 and reflected as an asset of Subsidiary Bank in the Borrower Financial Statements is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or limiting creditors’ rights or equitable principles generally. As of the date hereof and the date of any quarterly compliance certificate delivered under Section 6.3, to Borrower’s knowledge, (a) no obligor named therein is seeking to avoid the enforceability of the terms of any loan having an unpaid balance (principal and accrued interest) in excess of $5,000,000, and (b) no loan having an unpaid balance (principal and accrued interest) in excess of $5,000,000 is subject to any valid defense, offset or counterclaim.
Clause type: headings
Captions and section and paragraph headings in this Loan Agreement are inserted only as a matter of convenience, and shall not affect the interpretation hereof.
Clause type: confidentiality
PFPC agrees to keep confidential all records of the Fund and information relative to the Fund and its shareholders (past, present and potential), unless the release of such records or information is otherwise consented to, in writing, by the Fund. The Fund agrees that such consent shall not be unreasonably withheld. The Fund further agrees that, should PFPC be required to provide such information or records to duly constituted authorities (who may institute civil or criminal contempt proceedings for failure to comply), PFPC shall not be required to seek the Fund's consent prior to disclosing such information.
Clause type: counterparts
This Agreement may be signed in various counterparts which together shall constitute one and the same instrument.
Clause type: headings
Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.
Clause type: capitalization
 (a) The authorized equity capital of the Parent consists of 200,000,000 shares of Common Stock, of which 6,111,200 shares are issued and outstanding, and 20,000,000 shares of Preferred Stock, of which no shares are issued and outstanding. The Parent has reserved 555,000 shares of Common Stock for issuance to officers, directors, employees and consultants of the Parent pursuant to its 2020 Equity Incentive (the “Stock Plan”). Of such reserved shares, options to purchase 263,158 shares of Common Stock have been granted and are currently outstanding, and 291,842 shares of Common Stock remain available for issuance to officers, directors, employees and consultants pursuant to the Stock Plan. Except as aforesaid, there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Parent or any Subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock.
Clause type: interest
 (i) The Borrower shall pay interest on the outstanding principal balance of the Loans at a rate per annum equal to the Prime Rate, which interest shall be payable (A) monthly, in arrears, commencing on April 1st and on the first day of each month thereafter, (B) whenever all or any part of the Loans are due, whether on the Maturity Date, by virtue of a mandatory prepayment, or by reason of demand, acceleration or otherwise (on the amount then due) and (C) whenever the Borrower repays all of the Loans as a voluntary prepayment.
Clause type: capitalization
 As of the date of this Agreement, the -------------- authorized capital stock of GBB consists of 24,000,000 shares of common stock, of which 9,608,822 shares were outstanding at December 30, 1998, and 4,000,000 shares of preferred stock, no par value, of which no shares are outstanding. All of the outstanding shares of GBB Stock are duly authorized, validly issued, fully paid and nonassessable. The GBB Stock to be used in the Merger will be duly authorized, validly issued, fully paid and nonassessable.
Clause type: confidentiality
Each of the Seller, the Servicer and the Performance Guarantor agrees (i) not to post to a website or publish or otherwise distribute to any other Person this Agreement and the other Transaction Documents and (ii) to maintain the confidentiality of the information in this Agreement and the other Transaction Documents relating to upfront fees and pricing in communications with third parties and otherwise; provided, that the Transaction Documents and such information may be disclosed (a) to third parties to the extent such disclosure is made pursuant to a written agreement of confidentiality in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent; (b) as required by the rules of any stock exchange; (c) to legal counsel, accountants and auditors for the Seller, the Servicer and the Performance Guarantor if such counsel, accountants and auditors agree to hold it confidential or are otherwise under a professional duty to maintain the confidentiality of such information, (d) as required or requested by Law, rule, regulation, court order, subpoena, or other legal process and (e) if required in connection with any litigation or dispute between the parties hereto (provided that the Seller, the Servicer and the Performance Guarantor will use reasonable efforts to obtain confidential treatment for such information in connection with such litigation or dispute). The Administrator, the Purchaser Agents and the Purchasers agree to maintain the confidentiality of the Transaction Documents (including pricing hereunder and thereunder) and any other non-public information regarding the Performance Guarantor, the Seller, the Originators, the Servicer and their Affiliates; provided, that such information may be disclosed (i) to third parties to the extent such disclosure is made pursuant to a written agreement of confidentiality in form and substance reasonably satisfactory to the Seller and the Performance Guarantor; (ii) to legal counsel, accountants and auditors of the Purchaser Agents, the Purchasers or the Administrator if such counsel, accountants and auditors agree to hold it confidential or are otherwise under a professional duty to maintain the confidentiality of such information; (iii) to any assignee or participant or potential assignee or participant (if it agrees to abide by the terms of this Section 7.5); (iv) to any regulatory or governmental authorities having jurisdiction, or claiming to have jurisdiction, over the Administ...
Clause type: capitalization
 As of August 25, 1999, the authorized capital stock of Parent consisted of (a) 1,600,000,000 shares of Common Stock with a par value of $.10 per share, of which there were 586,744,542 shares issued and outstanding and no shares held in Parent's treasury, and (b) 2,500,000 shares of Preferred Stock with a par value of $1.00 per share, of which there were no shares issued and outstanding. The authorized capital stock of Merger Subsidiary consists of 2,500 shares of Merger Subsidiary Common Stock, 100 of which are issued and outstanding and owned by Parent. All issued and outstanding shares of Parent Common Stock and Merger Subsidiary Common Stock are, and the shares of Parent Common Stock to be issued and delivered in the Merger pursuant to Article 1 hereof shall be, at the time of issuance and delivery, validly issued, fully paid, nonassessable, and free of preemptive rights. The shares of Parent Common Stock to be issued and delivered in the Merger pursuant to Article 1 hereof shall be registered under the 1933 Act and duly listed for trading on the NYSE, subject to official notice of issuance.
Clause type: employee_benefits
 The Executive will be eligible to participate in the employee benefit plans, policies or arrangements maintained by the Company for its senior executive employees generally, subject to the terms and conditions of such plans, policies or arrangements; provided, however, that this Agreement will not limit the Company’s ability to amend, modify or terminate such plans, policies or arrangements at any time for any reason.
Clause type: ownership_of_shares
 None of Parent, Merger Subsidiary or any of their respective Affiliates (i) is, or has been at any time during the last three (3) years, an “interested stockholder” of the Company, as defined in Section 203 of Delaware Law or (ii) owns (directly or indirectly, beneficially or of record), or is a party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, any shares of capital stock of the Company other than this Agreement, other than shares over which Parent or its Subsidiaries has no voting or dispositive power and held in investment funds or other managed accounts with Third Party managers.
Clause type: assignment
Any assignment by either Party to any non-affiliated entity of any right, obligation or duty, or of any other interest hereunder, in whole or in part, without the prior written consent of the other Party shall be void. A Party may assign this Agreement or any right, obligation, duty or other interest hereunder to an Affiliate of the Party without the consent of the other Party; provided, however, that the assigning Party shall notify the other Party in writing of such assignment thirty (30) days prior to the Effective Date thereof. The Parties shall amend this Agreement to reflect such assignments and shall work cooperatively to implement any changes required due to such assignment. All obligations and duties of any Party under this Agreement shall be binding on all successors in interest and assigns of such Party. No assignment or delegation hereof shall relieve the assignor of its obligations under this Agreement in the event that the assignee fails to perform such obligations.
Clause type: miscellaneous
This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto, whether so expressed or not. This Agreement embodies the entire agreement and understanding between the Company and you with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to the subject matter hereof. This Agreement shall be construed and enforced in accordance with, and governed by, the law of the State of Louisiana. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. If the foregoing correctly sets forth our agreement, please so indicate by executing a counterpart of this letter in the space provided below and returning it to us. Yours very truly, INTERNET MEDIA CORPORATION By: /s/ David M. Loflin David M. Loflin, President
Clause type: interest
 (i) Except as modified by Section 5.1(a)(iii) below, Borrowers shall pay interest on the unpaid principal balance of the Loans for each day they are outstanding at the Contract Rate.
Clause type: interest
 1. Interest arising in one of the Contracting States, being interest to which a resident of the other Contracting State is beneficially entitled, may be taxed in that other State.
Clause type: counterparts
46.1 This Agreement may be executed in counterparts. Each counterpart shall be considered an original and such counterparts shall together constitute one and the same instrument.
Clause type: payment
 Unless otherwise specified, all amounts due under this Section 10.03 shall be payable not later than thirty (30) days after written demand therefor.
Clause type: foreign_investors
 If such Investor is not a U.S. Person, such Investor hereby represents and warrants that it has satisfied the full observance of the Laws of its jurisdiction in connection with this Agreement and the other Transaction Documents and the subscription for the Acquired Shares, including, without limitation, the receipt of any Consents from or actions to be taken by any Governmental Entity in such jurisdiction required as a condition to the Investment Transaction and the satisfaction of any other applicable legal requirements within such jurisdiction for the purchase of the Acquired Shares. The subscription and payment by the Investors for, and the continued beneficial ownership of, the Securities will not violate any applicable securities of other Laws of the Investor’s jurisdiction.
Clause type: compensation
 In consideration of the services rendered by SSGA FM pursuant to this Agreement, each Fund will, within thirty (30) days after receipt of an invoice therefor, pay SSGA FM a monthly fee calculated as a percentage of the average daily net assets of each Fund during the month in question at the annual rate set forth on Appendix A. Each Fund shall be responsible for paying all expenses that it may incur in its operation. The costs to be borne by each Fund include, but are not limited to: the direct and indirect costs of SSGA FM personnel providing investment advisory and other services to the Fund (but no compensation related strictly to their services as officers and trustees of the Fund); the costs of external accounting, audit, legal and compliance services; the costs of maintaining the Fund’s existence; the costs attributable to Unitholder services (including without limitation, telephone and personnel expenses); charges and expenses of any registrar; the costs of custody, transfer agency and recordkeeping services in connection with the Fund; brokerage fees and expenses; taxes; interest on borrowings; registration costs of the Fund and its shares under Federal and state securities laws; the cost and expense of printing, including typesetting and distributing to regulatory authorities and the Fund’s Unitholders, prospectuses and statements of additional information describing the Fund and any supplements to those documents; all expenses incurred in conducting meetings of the Fund’s Unitholders and meetings of the Fund’s Board of Trustees relating to the Fund; all expenses incurred in preparing, printing and mailing proxy statements and reports to Unitholders of the Fund; all expenses incident to any dividend, withdrawal or redemption options provided to Fund Unitholders; charges and expenses of any outside service used for pricing the Fund’s portfolio securities and calculating the net asset value of the Fund’s Units; membership dues of industry associations; postage; insurance premiums on property or personnel (including Fund officers and Trustees) of the Fund that inure to their benefit; extraordinary expenses (including, but not limited to, legal claims and liabilities and litigation costs and any indemnification relating thereto); and all other costs of the Fund’s operations.
Clause type: base-salary
 During the Employment Term, the Company shall pay Executive a base salary (the “Base Salary”) of $495,000 per annum in cash and a deferred compensation component in the amount of $45,000 of restricted shares of IRC common stock which shall vest at a rate of twenty percent (20%) per year over a five (5) year period.
Clause type: headings
Article and section headings are for convenient reference only and shall not control or affect the meaning or construction of any of its provisions.
Clause type: headings
The headings of the articles, sections, paragraphs and subdivisions of this Deed of Trust are for convenience of reference only, are not to be considered a part hereof, and shall not limit or expand or otherwise affect any of the terms hereof.
Clause type: compensation
 Except as otherwise specifically provided herein, no compensatory payment shall be made by the Series to any Member for the services to the Series of such Member or any member or employee of such Member.
Clause type: loans
 Subject to Section 2.02(c), the Loans shall bear interest at a rate per annum equal to LIBOR plus the Applicable Margin.
Clause type: whereas
the Adviser is registered under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and is engaged in the business of rendering investment advisory services to investment companies and other institutional clients and desires to provide such services to the Manager;
Clause type: grant_of_option
 The Company hereby grants to the Optionee an option (the "Option") to purchase 5,000 shares under the terms and conditions hereof.
Clause type: capitalization
 On the date hereof, the authorized share capital of the Company consists of:
Clause type: counterparts
This Assignment may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.
Clause type: investments
 Make any investments in, or purchase any stock, option, warrant, or other security or evidence of Indebtedness of, any Person (exclusive of any Subsidiary), other than obligations of the United States Government or certificates of deposit or other instruments maturing within one year from the date of purchase from financial institutions with capital in excess of $100 million, in each case which are pledged to the Lenders (or their agent) in a manner that is acceptable to the Lenders and that results in a perfected first priority security interest in favor of the Lenders (or their agent).
Clause type: taxes
 The Service Provider shall not be liable for any taxes, assessments or governmental charges that may be levied or assessed on any basis whatsoever in connection with the Client or any Customer, excluding taxes, if any, assessed against the Service Provider related to its income or assets. The foregoing clause is subject to any more detailed provisions related to sales, use, excise, value-added, gross receipts, services, consumption and other similar transaction taxes related to the Services or this Agreement set forth in the Fee Schedule (if any).
Clause type: interest
 Interest on the balances of the Partners’ capital related to the Partners’ GP-Related Partner Interests (excluding capital invested in GP-Related Investments and, if deemed appropriate by the General Partner, capital invested in any other investment of the Partnership) shall be credited to the Partners’ GP-Related Capital Accounts at the end of each accounting period pursuant to Section 5.2, or at any other time as determined by the General Partner, at rates determined by the General Partner from time to time, and shall be charged as an expense of the Partnership.
Clause type: whereas
both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors of public companies in today's environment;
Clause type: representations
and Warranties. The Company represents and warrants to each of the Underwriters that:
Clause type: investment_company
 Neither the Company nor any Subsidiary is, and after giving effect to the offering and sale of the Shares, neither of them will be, 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.
Clause type: investment-company-act
 The Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be required to
Clause type: loans
 On the terms and subject to the conditions hereinafter set forth, Lender agrees to lend to Borrower, a sum evidenced by the below described promissory notes (the "Loans"). The Loans shall be evidenced by (i) a Term Promissory Note (the "Real Estate Note") in a form satisfactory to Lender and Borrower, in the principal amount of $4,200,000.00 (ii) a Term Promissory Note (the "Equipment Note") in a form satisfactory to Lender and Borrower, in the principal amount of $1,390,000.00, and (iii) a Revolving Promissory Note (the "Revolving Note") in a form satisfactory to Lender and Borrower, in the principal amount of $2,200,000.00, and (iv) an Advancing Term Promissory Note (the "Advancing Note") in a form satisfactory to Lender and Borrower, in the original principal amount of $1,000,000.00. The Real Estate Note, the Equipment Note, the Revolving Note and the Advancing Note and any renewals and extensions thereof, are collectively referred to as the "Notes". Each of the Notes shall be duly executed Borrower, and principal and interest thereon shall be due and payable in the manner and at the times set forth in such Notes.