bhaskrr/legal-clauses huggingface dataset:
Clause type: termination
Either of the parties hereto may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall be not less than 60 days after the date of receipt of such notice. In the event such notice is given by the Customer, it shall be accompanied by a copy of a resolution of the Board of Directors of the Customer, certified by its Secretary, electing to terminate this Agreement and designating a successor transfer agent or transfer agents. In the event such notice is given by the Bank, the Customer shall, on or before the termination date, deliver to the Bank a copy of a resolution of its Board of Directors certified by its Secretary designating a successor transfer agent or transfer agents. In the absence of such designation by the Customer, the Bank may designate a successor transfer agent. If the Customer fails to designate a successor transfer agent and if the Bank is unable to find a successor transfer agent, the Customer shall, upon the date specified in the notice of termination of this Agreement and delivery of the records maintained hereunder, be deemed to be its own transfer agent and the Bank shall thereafter be relieved of all duties and responsibilities hereunder. Upon termination hereof, the Customer shall pay to the Bank such compensation as may be due to the Bank as of the date of such termination, and shall reimburse the Bank for any disbursements and expenses made or incurred by the Bank and payable or reimbursable hereunder.
Clause type: loans
 Each Lender severally agrees, on the terms and subject to the ----- conditions hereinafter set forth, to make one Loan to the Company in Dollars in a single Borrowing (the "Loan"), in a principal amount which does not exceed ---- such Lender's Commitment. Amounts borrowed as Loans which are repaid or prepaid by the Company may not be reborrowed. Any portion of the Commitment that is not used in connection with such single Borrowing shall automatically terminate. Notwithstanding anything herein to the contrary, the Commitment of each Lender to make its Loan shall terminate on February 28, 2001 if the Closing Date has not occurred on or prior to such date.
Clause type: entire
Agreement. This Agreement constitutes the entire understanding and agreement between the Parties hereto with respect to the matters covered hereby, and all prior agreements and understandings, oral or in writing, if any, between the Parties with respect to the matters covered hereby are merged and superseded by this Agreement.
Clause type: definitions
As used in this Section 6, the following terms shall have the following respective meanings:
Clause type: capitalization
 The authorized capital stock of the Company consists of 50,000,000 shares of Common Stock par value $.001 per share. As of October 8, 2002, 36,426,961 shares of Common Stock were issued and outstanding, and no shares were held in the Company's treasury. All of the outstanding shares of Common Stock are, and the Shares will be, when paid for and issued, duly authorized, validly issued, fully paid and non-assessable and free of any preemptive rights.
Clause type: payment
 Within five Business Days after the agreement of Sellers and Buyer on the Final Settlement Statement or after the decision of the arbitrator, Buyer or Sellers, as the case may be, shall promptly make a cash payment to the other equal to the sums as may be found to be due in the Final Settlement Statement. Upon the payment of any amounts due pursuant to the Final Settlement Statement, neither Sellers nor Buyer shall have any further claims based on the division of ownership or division of expenses as set forth in Sections 13.1 and 13.2 above.
Clause type: whereas
additional Senior Notes of other series hereafter established, except as may be limited in the Original Indenture as at the time supplemented and modified, may be issued from time to time pursuant to the Indenture as at the time supplemented and modified; and
Clause type: payment_terms
 Payment terms are Net not later than 30 days after receipt of correct invoice or acceptance of goods, whichever is later. The using agency is responsible for all payments to the Vendor under the Contract.
Clause type: confidentiality
Each Lender shall hold all non-public information regarding Holdings and its Subsidiaries and their businesses identified as such by Borrower Representative and obtained by such Lender pursuant to the requirements hereof in accordance with such Lender’s customary procedures for handling confidential information of such nature, it being understood and agreed by Holdings that, in any event, a Lender may make disclosures: (i) to Affiliates of such Lender and to their agents and advisors (and to other persons authorized by a Lender or Agent to organize, present or disseminate such information in connection with disclosures otherwise made in accordance with this Section 10.17); (ii) reasonably required by any bona fide or potential pledgee, assignee, transferee or participant in connection with the contemplated pledge, assignment, transfer or participation by such Lender of any Loans or any participations therein or by any direct or indirect contractual counterparties (or the professional advisors thereto) in Hedge Agreements or Banking or Services Agreements (provided, such counterparties and advisors are advised of and agree to be bound by the provisions of this Section 10.17); (iii) to any rating agency when required by it, provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating to the Credit Parties received by it from any of the Agents or any Lender; and (iv) required or requested by any governmental agency or representative thereof or by The National Association of Insurance Commissioners (and any successor thereto) or pursuant to legal or judicial process; provided, unless specifically prohibited by applicable law or court order, each Lender shall make reasonable efforts to notify Borrower Representative of any request by any governmental agency or representative thereof (other than any such request in connection with any examination of the financial condition or other routine examination of such Lender by such governmental agency) for disclosure of any such non-public information prior to disclosure of such information; provided, further, that in no event shall any Lender be obligated or required to return any materials furnished by Holdings, Company or any of its Subsidiaries. Notwithstanding anything to the contrary set forth herein, each party (and each of their respective employees, representatives or other agents) may disclose to any and all perso...
Clause type: investment-company-act
 The Company is not an "investment company" or a company controlled by an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "Investment Company Act"). None of the sale of the Shares hereunder or the application of the proceeds thereof or repayment, or the consummation of the other transactions contemplated hereby or under any other Related Document, will violate any provision of the Investment Company Act or any rule, regulation or order of the SEC thereunder.
Clause type: compensation
 As full compensation for all services rendered and obligations assumed by the Sub-Adviser hereunder with respect to the Segment, the Adviser shall pay the compensation specified in Appendix A to this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser shall be solely responsible for the fees of the Sub-Adviser for its services hereunder, and the Sub-Adviser shall have no claim against the Corporation or the Fund with respect to its compensation under this Agreement.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution of a facsimile or scanned copy will have the same force and effect as execution of an original, and a facsimile or scanned signature will be deemed an original and valid signature.
Clause type: entire
Agreement. This Agreement sets forth the entire understanding and agreement between You and Novell and may be amended or modified only by a written agreement agreed to by You and an authorized representative of Novell. NO LICENSOR, DISTRIBUTOR, DEALER, RETAILER, RESELLER, SALES PERSON, OR EMPLOYEE IS AUTHORIZED TO MODIFY THIS AGREEMENT OR TO MAKE ANY REPRESENTATION OR PROMISE THAT IS DIFFERENT FROM, OR IN ADDITION TO, THE TERMS OF THIS AGREEMENT.
Clause type: entire
Agreement. This Agreement, the other agreements and the other documents delivered pursuant hereto and thereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.
Clause type: taxes
 All required tax returns have been filed by Borrower with the appropriate authorities except to the extent that extensions of time to file have been requested, granted and have not expired or except to the extent such taxes are being contested in good faith and for which adequate reserves, in accordance with GAAP, are being maintained.
Clause type: investments
 Other than pawn loans, Pay-Day Advance Loans (and participations therein) and other consumer loans (and participations therein) extended in the ordinary course of business, the Borrower will not make, and will not permit any Subsidiary to make, any advance, loan, extension of credit, or capital contribution to or investment in, or purchase to own, or permit any Subsidiary to purchase or own, any stock, bonds, notes, debentures, or other securities of any Person, except:
Clause type: termination
This Agreement may be terminated prior to the end of its Term as set forth below.
Clause type: miscellaneous
No provision of this Guaranty may be waived, amended, supplemented or modified, except by a written instrument executed by the Agent (for the benefit of the Secured Parties) and the Guarantor. No failure by the Agent to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein provided are cumulative and not exclusive of any remedies provided by law or in equity. The unenforceability or invalidity of any provision of this Guaranty shall not affect the enforceability or validity of any other provision herein. Unless otherwise agreed by the Agent (for the benefit of the Secured Parties) and the Guarantor in writing, this Guaranty is not intended to supersede or otherwise affect any other guaranty now or hereafter given by the Guarantor for the benefit of any Secured Party or any term or provision thereof.
Clause type: whereas
the Trustees, the Administrators and the Sponsor established EverBank Financial Preferred Trust VIII (the “Trust”), a statutory trust under the Statutory Trust Act (as defined herein) pursuant to a Declaration of Trust dated as of March 28, 2007 (the “Original Declaration”), and a Certificate of Trust filed with the Secretary of State of the State of Delaware on March 28, 2007, for the sole purpose of issuing and selling certain securities representing undivided beneficial interests in the assets of the Trust and investing the proceeds thereof in certain debentures of the Debenture Issuer (as defined herein);
Clause type: interest
 If any payment to the Executive required by this Agreement is not made within the time for such payment specified herein, the Corporation shall pay to the Executive interest on such payment at the legal rate payable from time to time upon judgments in the State of Delaware from the date such payment is payable under the terms hereof until paid.
Clause type: counterparts
This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment by telefacsimile or electronic mail shall be equally effective as delivery of an original executed counterpart of this Amendment.
Clause type: investment-company-act
 No Loan Party is required to register as an “investment company” under the Investment Company Act of 1940.
Clause type: definitions
The following definitions shall apply to the respective terms (in the singular and plural forms of such terms) used in this Deposit Agreement and the Receipts:
Clause type: severability
In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.
Clause type: entire
Agreement. This Lease contains the entire agreement of the parties and no representations, inducements, promises or agreements, oral or otherwise, between the parties not embodied herein shall be of any force or effect.
Clause type: loans
 To the best knowledge and belief of its management, each loan ----- reflected as an asset of First M&F in the First M&F Audited Financial Statements, as of March 31, 1999, or acquired since that date, is the legal, valid, and binding obligation of the obligor named therein, enforceable in accordance with its terms, and no loan is subject to any asserted defense, offset or counterclaim known to First M&F, except as disclosed in writing to Community Federal on or prior to the date hereof.
Clause type: assignment
The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
Clause type: representations
and Warranties. The representations and warranties of the Company set forth in this Agreement were true and correct in all material respects as of the date of this Agreement and shall also be true and correct in all material respects as of the Closing Date as though made at and as of the Closing Date, except as otherwise contemplated by this Agreement.
Clause type: capitalization
 The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans referred to in the Registration Statement, the General Disclosure Package or the Prospectus or pursuant to the exercise of convertible securities or options referred to in the Registration Statement, the General Disclosure Package or the Prospectus). All of the shares of issued and outstanding capital stock have been duly authorized and validly issued and are fully paid and non-assessable, and none of the outstanding shares of capital stock was issued in violation of the preemptive or other similar rights of any securityholder of the Company or any other person. All of the issued and outstanding capital stock of each Subsidiary of the Company has been duly authorized and validly issued and is fully paid and non-assessable, and is owned, directly or through other subsidiaries of the Company, by the Company free and clear of any pledge, lien, encumbrance, claim or equity.
Clause type: governing
Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.
Clause type: base-salary
 During the period of this Agreement, Executive shall receive a minimum base salary of $250,000.00 per annum. Executive’s base salary may, in the sole discretion of the Compensation Committee, be increased, but not decreased, effective as of any date determined by the Compensation Committee. Executive’s base salary shall be paid in equal installments in accordance with Company’s standard policy regarding payment of compensation to executives but no less frequently than monthly.
Clause type: assignment
Agent may assign, indorse or transfer any instrument evidencing all or any part of the Secured Obligations as provided in, and in accordance with, the Loan Agreement, and the holder of such instrument shall be entitled to the benefits of this Agreement.
Clause type: ownership_of_shares
 Seller is the lawful record and beneficial owner of 572,986 of the Shares and of options to purchase 25,000 shares of Common Stock, and at the Closing will be the lawful record and beneficial owner of all of the Shares, all of which will be validly issued, fully paid, and non-assessable. Seller shall exercise such options at or prior to the Closing. Seller owns 572,986 of the Shares and said options, and at the Closing will own all of the Shares, free and clear of all encumbrances, except for restrictions on transfer under federal and state securities laws. Other than the Shares, at the Closing, Seller will own or control, directly or indirectly, no other equity securities of ACN except for (a) options to purchase 30,000 shares of Common Stock, and (b) shares of Common Stock which may be issued to Seller in December 1996 which will represent $1,000 worth of Common Stock for each Meeting of the Board of Directors of ACN attended by Seller since January 1, 1996.
Clause type: interest
 14.1 The Sixth Issuer Account Bank shall pay, on the last Business day of each month in respect of the current month, interest on any cleared credit balances on the Sixth Issuer Transaction Account at a rate of Sterling-LIBOR for three month sterling deposits in respect of such period less 0.25 per cent. per annum.
Clause type: capitalization
 The authorized capital stock of Borrower consists of five thousand (5,000) shares of Preferred Stock, of which zero (0) shares are issued and outstanding as of the date hereof, and one hundred million (100,000,000) shares of Common Stock, no par value per share, of which nine million eight hundred thirty-five thousand six hundred seventy-one (9,835,671) shares of Common Stock are issued and outstanding as of the date hereof. All of such outstanding shares have been duly authorized and validly issued, are fully paid and nonassessable, and were not issued in violation of the preemptive rights or rights of first refusal of any person. SCHEDULE 4.11 sets forth all stock options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal and other rights or agreements to acquire securities of Borrower and any shares held in treasury or reserved for issuance upon exercise of such stock options, warrants or conversion rights, subscription rights and other rights or agreements to acquire securities, including the date of termination of such rights and the consideration therefor. As of the Agreement Date, Borrower does not have a class of securities with respect to which a member of a national securities exchange, broker or dealer may extend or maintain credit to or for a customer pursuant to rules or regulations adopted by the Board of Governors of the Federal Reserve System under Section 7 of the 1934 Act. Borrower has, and will continue to have as long as the Debenture remains outstanding, authorized and reserved an adequate number of shares of Common Stock to permit Conversion of the Debenture.
Clause type: ownership_of_shares
 As of the date hereof, the Malone Group is the Beneficial Owner of [·] shares of LVNTA with respect to which a number of shares of Spinco Series A Stock will be distributed as of the Effective Time (such shares of Spinco Series A Stock so distributed, together with any other shares of Spinco Series A Stock that constitute Covered Shares, the “Covered Series A Shares”) and the Beneficial Owner of [·] shares of LVNTB with respect to which a number of shares of Spinco Series B Stock will be distributed as of the Effective Time (such shares of Spinco Series B Stock so distributed, together with any other shares of Spinco Series B Stock that constitute Covered Shares, the “Covered Series B Shares”), in each case, pursuant to the Spin-Off. The Covered Shares, as of the Effective Time, will be free and clear of all pledges, liens, proxies, claims, charges, security interests, preemptive rights, voting trusts, voting agreements, options, rights of first offer or refusal and any other encumbrances whatsoever, other than encumbrances created by this Agreement or any other Transaction Instrument, any restrictions on transfer under applicable federal and state securities laws and any encumbrances set forth on Schedule 4(b) hereto. As of the Effective Time, the Malone Group will have the sole authority to direct the voting of the Covered Shares and grant the Proxy in accordance with the provisions of this Agreement and the sole power of disposition with respect to the Covered Shares (subject to the restrictions created by this Agreement or any other Transaction Instrument and any restrictions on transfer under applicable federal and state securities laws). Except for the Covered Shares and Convertible Securities of Spinco convertible solely into Covered Shares, in each case, received pursuant to the Spin-Off, the Malone Group will not Beneficially Own any other Equity of Spinco or any securities of any other Person convertible into or exchangeable for Equity of Spinco, in each case as of the Effective Time.
Clause type: definitions
The following definitions shall for all purposes, unless otherwise clearly indicated, apply to the respective terms used in this Deposit Agreement: