bhaskrr/legal-clauses huggingface dataset:
Clause type: entire
Agreement. This Agreement (which term shall be deemed to include the exhibits and schedules hereto and the other certificates, documents and instruments delivered hereunder) constitutes the entire agreement of the parties hereto and supersedes all prior agreements, letters of intent and understandings, both written and oral, among the parties with respect to the subject matter hereof. There are no representations or warranties, agreements, or covenants other than those expressly set forth in this Agreement.
Clause type: payment
 (a) Payment of the amount(s) identified on each Monthly statement shall be due, without discount, on the later of (i) two Business Days after such Monthly Statement is received, and (ii) the 22nd Day of the Month in which such Monthly statement is received, provided that if such Day is not a Business Day, then such payment shall be due, without interest, on the next Business Day. Payments not paid by the due date shall bear interest at the rate of the lesser of 1.5% per Month and the maximum rate allowed by Law for each Month or portion of a Month thereafter during which such amount remains unpaid.
Clause type: ownership_of_shares
 As of the date hereof, the Owned Shares of such Stockholder are listed on Schedule A attached hereto. Except as described in the Forms 3, 4, or 5 filed by such Stockholder with the SEC on or prior to the date hereof, or as otherwise disclosed to Bishop in writing on or prior to the date hereof, such Stockholder is the sole record and beneficial owner, free and clear of all Liens and all voting agreements and commitments of every kind, of all of the Owned Shares (including the Owned Shares underlying such Stockholder’s Rook Equity Awards) listed opposite such Stockholder’s name on Schedule A hereto and has the sole power to vote (or cause to be voted) and to dispose of (or cause to be disposed of) such Owned Shares without restriction and no proxies through and including the date hereof have been given in respect of any or all of such Owned Shares (including the Owned Shares underlying such Stockholder’s Rook Equity Awards) other than proxies which have been validly revoked prior to the date hereof.
Clause type: payment
 Time is of the essence in this Note. You agree to promptly pay us all you owe under this Note even if the Property is damaged, destroyed, missing, or uninsured. Any payment amount that you remit shall be applied in the manner stated on page one (1), with all other charges, if any (including without limitation all charges for repair bills, storage bills, taxes, assessments, fees, fines, and other charges on the Property which we pay), due upon demand or upon termination of this Note or as we otherwise designate. Acceptance by us of partial payments shall not modify the terms of this Note and shall not constitute a waiver of any subsequent default. Any amount of a payment received that is greater than the amount then due and outstanding will be applied to principal and will not extend the due date of the next payment.
Clause type: counterparts
This Limited Guaranty may be executed in any number of counterparts, each of which shall be deemed to be an original and such counterparts shall constitute but one and the same instrument.
Clause type: investment-company-act
 None of the Credit Parties is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: conversion_of_shares
 Subject to Section 2.3, at the Effective Time,
Clause type: termination
This Agreement will continue in effect until terminated by either party by written notice to the other (email notice will not suffice), which written notice must be signed by the terminating party. Termination of this Agreement will not affect (i) the validity of any action previously taken by ADVISER under this Agreement; (ii) liabilities or obligations of the parties from transactions initiated before termination of this Agreement; or (iii) CLIENT’s obligation to pay advisory fees (prorated through the date of termination). Upon the termination of this Agreement, ADVISER will have no obligation to recommend or take any action with regard to the securities, cash or other investments in the Account and will refund any unearned advisory fees.
Clause type: now
THEREFORE with the foregoing background hereinafter deemed incorporated by reference herein and made part hereof, the parties hereto, intending to be legally bound, promise and agree as follows:
Clause type: assignment
The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of the other party.
Clause type: conversion_of_shares
 (a) Each share of Company Common Stock issued and outstanding immediately before the Effective Time (other than those held in the treasury of the Company) and all rights in respect thereof, shall at the Effective Time, without any action on the part of any holder thereof, forthwith cease to exist and be converted into and become exchangeable for, 1.9975 shares of common stock, par value $0.0001 per share (“Novume Common Stock”), of Novume, and each share of Series A Cumulative Convertible Redeemable Preferred Stock (“Company Preferred Stock”) of the Company issued and outstanding immediately before the Effective Time and all rights in respect thereof, shall at the Effective Time, without any action on the part of any holder thereof, forthwith cease to exists and be converted into and become exchangeable for, 1. shares of Series A Cumulative Convertible Redeemable Preferred Stock (“Novume Preferred Stock”), of Novume (collectively, the “Company Merger Consideration”, and such ratio of Company Common Stock to Novume Common Stock and Company Preferred Stock to Novume Preferred Stock being herein referred to as the “Company Exchange Ratio”). Fractional shares of Novume Common Stock and Novume Preferred Stock will not be issued in connection with the Company Merger. For a discussion of the treatment of fractional shares that would otherwise be issued, see Section 2.7.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Any counterpart or other signature hereupon delivered by facsimile shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such party.
Clause type: entire
Agreement. This Agreement contains the entire understanding and agreement among the parties. There are no other agreements, conditions or representations, oral or written, express or implied, with regard thereto. This Agreement may be amended only in writing signed by all parties.
Clause type: severability
If any provision of this Agreement is invalid or unenforceable, the balance of this Agreement shall remain in effect.
Clause type: investment-company-act
 Neither the Transferor nor the Issuer is or is controlled by, an “investment company” within the meaning of the 1940 Act.
Clause type: investments
 The Seller shall not make any loans to, advances to, investments in or otherwise acquire any capital stock or equity security of, or any equity interest in, any other Person.
Clause type: whereas
the Lenders and Issuers are willing to make available to the Borrower such revolving credit and letter of credit facility upon the terms and subject to the conditions set forth herein;
Clause type: ownership_of_shares
 Upon the issuance of the Issued Shares to either Shareholder as contemplated by the Purchase Agreement, such Shareholder will be the sole record and Beneficial Owner of such Issued Shares. There are no outstanding options or other rights to acquire from either Shareholder, or obligations of either Shareholder to sell or to acquire, any of the Issued Shares or any other shares of Common Stock. With respect to all Issued Shares issued to either Shareholder and all other shares of Common Stock issued to, or otherwise acquired by, either Shareholder, such Shareholder will have sole voting power and sole power to issue instructions with respect to the matters herein, sole power of disposition, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, subject, however, to applicable securities laws and the terms of this Agreement.
Clause type: whereas
the Trust is a Delaware business trust of the series type organized under an Agreement and Declaration of Trust dated July 13, 1999 (the "Declaration") and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end, management series-type investment company;
Clause type: vesting
 A Options: 1/3 of the total number of Equity Units subject to the Initial Grant shall vest ratably (25% a year) on each of the first through fourth anniversaries of the date of grant ("A Options"), provided the Executive is in the employ of the Company on each such date. If there is a Change in Control (as defined in Schedule D to the Employment Agreement) prior to the fourth anniversary of the date of grant, and the Executive is still in the employ of the Company, all unvested A Options shall vest. B Options: 1/3 of the total number of Equity Units subject to the Initial Grant shall vest 25% a year at the end of each of 1999, 2000, 2001, and 2002, subject to satisfaction of the applicable EBITDA-based "Performance Hurdle" for each such year ("B Options"). In the event that the Performance Hurdle is not met for any particular year, the applicable portion of the B Options which did not vest will be carried over to the next year. Thus, if on a cumulative basis, the aggregate Performance Hurdles for such two year period are met, any portion that did not vest previously, shall vest. For example, if the Performance Hurdle is not met in 1999, but on a cumulative basis (i.e., the sum of EBITDA for 1999 and 2000 equals or exceeds the sum of the Performance Hurdles for 1999 and 2000) the unvested B Options attributable to 1999 and 2000 will vest in 2000. Any portion of B Options which does not vest because of not meeting the relevant Performance Hurdle in a particular year or on a cumulative basis in a subsequent year will be treated like C Options upon the "Determination Date" (defined below) and will vest if the relevant performance criterion for C Options is satisfied. For purposes of the B Options, Performance Hurdle shall mean the precise EBITDA target attached as Exhibit I for fiscal years 1999-2002, which in the event of any acquisition will be increased by the pro forma projections used in approving any such acquisitions. The Board shall certify to Executive the attainment or lack of attainment of the applicable Performance Hurdles with respect to any calendar year as soon as practicable following the receipt of audited financial statements of the Company. If there is a Change in Control prior to the end of fiscal year 2002, and the Executive is still in the employ of the Company, unvested B Options shall vest only if the criterion for the vesting of C Options is met, as provided in the next section.
Clause type: headings
The headings have been inserted solely as a matter of convenience to the parties and shall not affect the construction or meaning thereof.
Clause type: payment_terms
 Licensee shall make payment to Grantor in U.S. dollars to Grantor for all materials ordered under this Agreement at the address set forth herein, and upon the terms and manner of payment as shown on the Price List of Grantor as amended from time to time.
Clause type: whereas
USBFS is, among other things, in the business of providing mutual fund accounting services to investment companies; and
Clause type: counterparts
This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed original counterpart of this Agreement.
Clause type: loans
 Make any loans or advances, other than (i) loans or advances made to employees in the ordinary course of business consistent with past practice for travel, business or relocation, or (ii) loans or advances made by the Company or a wholly owned Subsidiary of the Company to the Company or to a wholly owned Subsidiary of the Company;
Clause type: definitions
Capitalized terms used herein but not defined herein shall have the meanings given them in the applicable Servicing Agreement or Sale Agreement. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:
Clause type: ownership_of_shares
 Such Shareholder is the record holder and beneficial owner of the number of shares of Class A Common Stock of the Company set forth opposite such Shareholder's name on Exhibit A hereto (the "Existing Shares", and together with any shares of Class A Common Stock of the Company acquired by such Shareholder after the date hereof and prior to the termination hereof, whether upon exercise of options, conversion of convertible securities, purchase, exchange or otherwise, the "Shares").
Clause type: interest
 All interest earned on the escrow funds deposited in the Accounts hereunder shall be added to and held in the Accounts. With respect to each closing, pursuant to Written Instructions, within 5 business days the Escrow Agent shall issue interest payments in check form to each Potential Investor based on his or her individual balance in the Subscription Account along with a cover letter and to the Manager based upon its balance in the Subscription Account along with a cover letter. The Escrow Agent will prepare and send notifications on Form 1099 for each calendar year.
Clause type: severability
If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be ineffective to the extent of such invalidity or unenforceability; provided, however, that the remaining provisions will continue in full force without being impaired or invalidated in any way unless such invalid or unenforceable provision or clause shall be so significant as to materially affect the expectations of the Member regarding this Agreement. Otherwise, any invalid or unenforceable provision shall be replaced by the Member with a valid provision which most closely approximates the intent and economic effect of the invalid or unenforceable provision.
Clause type: termination
This Agreement may be terminated prior to the expiration of the Term set forth in Section 2 upon the occurrence of any of the events set forth in, and subject to the terms of, this Section 10.
Clause type: definitions
The following defined terms shall have the meanings set forth below, for purposes of this Agreement:
Clause type: assignment
This Agreement may not be assigned, in whole or in part, by either party without the prior written consent of the other party, except that the Company shall assign its rights and obligations under this Agreement to any corporation, firm or other business entity with or into which the Company may merge or consolidate, or to which the Company may sell or transfer all or substantially all of its assets, or of which 50% or more of the equity investment and of the voting control is owned, directly or indirectly, by, or is under common ownership with, the Company. In the event of any such assignment by the Company, the Company shall not be discharged from its liability hereunder.
Clause type: whereas
the Parties wish these terms to be hereby incorporated by reference into the DPA in their entirety for Rhode Island;
Clause type: taxes
 The State is exempt from federal excise taxes and no payment will be made for any taxes levied on the Contractor’s or any Subcontractor’s employees’ wages. The State will pay for any applicable State of California or local sales or use taxes on the services rendered or equipment or parts supplied pursuant to this Agreement.
Clause type: base-salary
 Beginning on the Effective Date and continuing during the Employment Term, the Company will pay Executive as compensation for his services a base salary (the “Base Salary”) of $300,000 per annum. The Base Salary shall be established and may be changed only by action of the Board. The Base Salary will be paid in regular installments in accordance with the Company’s normal payroll practices (subject to required withholding). Any increase or decrease in Base Salary (together with the then existing Base Salary) shall serve as the “Base Salary” for future employment under this Agreement. The first and last payment will be adjusted, if necessary, to reflect a commencement or termination date other than the first or last working day of a pay period.
Clause type: assignment
This Agreement is binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Executive shall not assign or transfer any rights or obligations hereunder. The Company shall have the right to assign or transfer any rights or obligations hereunder only to (a) a successor entity in the event of a merger, consolidation, or transfer or sale of all or substantially all the assets of the Company or (b) a subsidiary or affiliate of the Company. Any purported assignment, other than as provided above, shall be null and void.
Clause type: base-salary
 During the Term, the Bank shall pay to Executive a gross annual base salary of $895,000.00 (the “Base Salary”), pro-rated for any partial calendar year during the Term and payable monthly or more frequently in accordance with the Bank's payroll policy for its other executives. During the Term, the Base Salary shall be reviewed for increase (but not decrease) at the discretion of the Board annually during the Term, and, if increased, such increased amount shall become the “Base Salary” for purposes of this Agreement.
Clause type: severability
In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the Parties shall be enforceable to the fullest extent permitted by law. To the extent that any such provision is so held to be invalid, illegal or unenforceable, the Parties shall in good faith use commercially reasonable efforts to find and effect an alternative means to achieve the same or substantially the same result as that contemplated by such provision.
Clause type: base-salary
 (1) Effective __________ [insert begin date from Section 3], the annual [“annual”, should be used only if the duration of the contract is for a period greater than one year] Base Salary for duties performed by Assistant Athletics Director under this Agreement shall be $__________, payable in 12 monthly installments. [The Base Salary will be reviewed at least annually and may be adjusted as required by the legislature or as deemed appropriate by the University.][Include this sentence only if the duration of the contract is for a period greater than one year.]
Clause type: loans
 All loans from the management organization to the School, such as facility loans or loans for cash flow, will be appropriately documented and will be repaid at a rate no higher than market rates at the time of the loan.
Clause type: now
THEREFORE. Seller does hereby make, constitute and appoint the Custodian (on behalf of the Trustee), acting solely in its capacity as Custodian under, and in accordance with the terms of, the Pooling and Servicing Agreement, Seller’s true and lawful agent and attorney-in-fact with respect to each Mortgage Loan in Seller’s name, place and stead: (i) to complete (to the extent necessary) and to cause to be submitted for filing or recording in the appropriate public filing or recording offices, all assignments of mortgage, deeds of trust or similar documents, assignments or reassignments of rents, leases and profits, in each case in favor of the Trustee, as set forth in the definition of “Mortgage File” in Section 1.1 of the Pooling and Servicing Agreement, that have been received by the Trustee or a Custodian on its behalf, and all Form UCC-3 assignments of financing statements and all other comparable instruments or documents with respect to the Mortgage Loans which are customarily and reasonably necessary or appropriate to assign agreements, documents and instruments pertaining to the Mortgage Loans, in each case in favor of the Trustee as set forth in the definition of “Mortgage File” in, and in accordance with Section 1.1 of, the Pooling and Servicing Agreement, and to evidence, provide notice of and perfect such assignments and conveyances in favor of the Trustee in the public records of the appropriate filing and recording offices; and (ii) to file or record in the appropriate public filing or recording offices, all other Mortgage Loan documents to be recorded under the terms of the Pooling and Servicing Agreement or any such Mortgage Loan documents which have not been submitted for filing or recordation by Seller on or before the date hereof or which have been so submitted but are subsequently lost or returned unrecorded or unfiled as a result of actual or purported defects therein, in order to evidence, provide notice of and perfect such documents in the public records of the appropriate filing and recording offices. Notwithstanding the foregoing, this Limited Power of Attorney shall grant to the Custodian (on behalf of the Trustee) and the Special Servicer only such powers, responsibilities and authority as are set forth in Section 2.1 of the Mortgage Loan Purchase Agreement. Seller does also hereby make, constitute and appoint the Special Servicer, acting solely in its capacity as Special Servicer under the Pooling and Servicing Agreement, Seller’s true and l...
Clause type: investments
 The Company shall not make or permit to remain outstanding any Investments except:
Clause type: miscellaneous
(a) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
Clause type: loans
 Make any loans, advances or capital contributions to or investments in any Person (other than (i) to wholly-owned Subsidiaries of the Company, (ii) to employees for advancement of related business expenses in the ordinary course of business, or (iii) to any joint venture in which the Company or any of its Subsidiaries has any equity interest;
Clause type: taxes
 (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Clause type: definitions
To the extent capitalized words used in this Joinder are not defined in this Joinder, such words shall have the respective meanings set forth in the Tax Receivable Agreement.