bhaskrr/legal-clauses huggingface dataset:
Clause type: taxes
 Except as disclosed in such Election to Participate, there is no income, stamp or other tax of any country, or any taxing authority thereof or therein, imposed by or in the nature of withholding or otherwise, which is imposed on any payment to be made by such Eligible Subsidiary pursuant hereto or on its Notes, or is imposed on or by virtue of the execution, delivery or enforcement of its Election to Participate or of its Notes.
Clause type: taxes
 The Lessee shall bear all Taxes and fees that are payable under Laws in connection with other payments made by the Lessee, the Lessee’s interests under this Lease, the Lessee’s improvements and property at the Premises, and the Lessee’s activities at the Premises. The Lessor ☐ The Lessee ☐ The Parties (jointly) shall bear all Taxes and fees that are payable under Laws in connection with the Rent. The Lessor ☐ The Lessee ☐ The Parties (jointly) shall pay all Taxes and fees payable in connection with this Agreement under Laws to the extent that such Taxes and fees are payable under the applicable Laws by owners of buildings that are of a similar nature to the Premises, or by sub-lessors of land use rights (for example, real property, real estate and/or personal property taxes).
Clause type: confidentiality
(a) Each of the Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to their and their Affiliates’ directors, officers, employees, members, partners, trustees and agents, including accountants, legal counsel and other agents and advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential and any failure of such Persons to comply with this Section 9.12 shall constitute a breach of this Section 9.12 by the Administrative Agent, the Collateral Agent, the relevant Issuing Bank, or the relevant Lender, as applicable), (b) (x) to the extent requested by any regulatory authority, required by applicable law or by any subpoena or similar legal process or (y) necessary in connection with the exercise of remedies; provided that, (i) in each case, unless specifically prohibited by applicable law or court order, each Lender and the Administrative Agent shall notify the Borrower of any request by any governmental agency or representative thereof (other than any such request in connection with an examination of the financial condition of such Lender by such governmental agency or other routine examinations of such Lender by such governmental agency) for disclosure of any such non-public information prior to disclosure of such information and (ii) in the case of clause (y) only, each Lender and the Administrative Agent shall use its reasonable best efforts to ensure that such Information is kept confidential in connection with the exercise of such remedies, and provided, further, that in no event shall any Lender or the Administrative Agent be obligated or required to return any materials furnished by Holdings, the Borrower or any of their Subsidiaries, (c) to any other party to this Agreement, (d) subject to an agreement containing confidentiality undertakings substantially similar to those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any Swap Agreement relating to any Loan Party or their Subsidiaries and its obligations under the Loan Documents, (e) with the consent of the Borrower, in the case of Informatio...
Clause type: insurance
The Borrower will, and will cause each Restricted Subsidiary to, maintain with financially sound and reputable insurance companies insurance on their Property in such amounts, subject to such deductibles and self-insurance retentions, and covering such risks as is consistent with sound business practice. The Borrower shall deliver to the Collateral Agent endorsements in form and substance reasonably acceptable to the Collateral Agent to all general liability and other liability policies name the Collateral Agent as an additional insured. The Borrower shall furnish to any Lender such additional information as such Lender may reasonably request regarding the insurance carried by the Borrower and its Restricted Subsidiaries. In the event the Borrower or any of its Restricted Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Collateral Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which the Collateral Agent deems advisable. All sums so disbursed by the Collateral Agent shall constitute part of the Obligations, payable as provided in this Agreement.
Clause type: termination
This Agreement shall terminate and be of no further force and effect (i) by the written mutual consent of the parties hereto, (ii) automatically and without any required action of the parties hereto upon the Effective Time or (iii) upon termination of the Merger Agreement in accordance with its terms. No such termination of this Agreement shall relieve any party hereto from any liability for any willful breach of this Agreement prior to termination.
Clause type: entire
Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto.
Clause type: investments
 All or a portion of amounts in the Certificate Account or the Trust Account maintained with an Eligible Depository pursuant to clause (i) of Section 4.01 or 4.02 shall be invested and reinvested at the discretion and direction of Fannie Mae in one or more Eligible Investments bearing interest or sold at a discount. Any investments in obligations of Fannie Mae shall be made on a basis substantially comparable to that available in an arm’s length transaction. No investment shall mature later than the Business Day immediately preceding the Distribution Date upon which the related amounts are required to be applied to distributions pursuant hereto, except that any investment in the federal funds market or on which the Eligible Depository, in its commercial capacity, or Fannie Mae is the obligor may mature on the related Distribution Date. No Eligible Investment may be sold while in the Certificate Account or Trust Account except to the extent that Fannie Mae believes that a sale of an Eligible Investment is desirable because of the possibility of a default by the obligor thereon or because such sale will not otherwise give rise to a tax under Section 860F(a)(5) of the Code. All amounts held by the Trustee pursuant to clause (ii) of Section 4.01 or 4.02 may be commingled with other funds at any time held by Fannie Mae and applied, subject to its obligations herein contained, in its normal business operations or otherwise. Under no circumstance shall Fannie Mae be accountable to either Trust for interest in respect of any amounts so commingled and applied.
Clause type: definitions
Unless the context otherwise requires, the terms defined in this Section 14, whenever used in this Agreement shall have the respective meanings hereinafter specified and words in the singular or in the plural shall each include the singular and the plural and the use of any gender shall include all genders.
Clause type: assignment
The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Prior to the Closing, no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto.
Clause type: loans
 Each Loan shall bear interest at a rate per annum equal to the Applicable Rate.
Clause type: foreign_investors
 If the Stockholder is not a United States person (as defined by Section 7701(a)(30) of the Code), the Stockholder hereby represents that he, she or it has satisfied himself, herself or itself as to the full observance of the laws of his, her or its jurisdiction in connection with any invitation to subscribe for the Purchaser Common Stock or the Sorrento Common Stock or any use of this Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Purchaser Common Stock and the Sorrento Common Stock, (b) any foreign exchange restrictions applicable to such purchase, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Purchaser Common Stock and the Sorrento Common Stock. The Stockholder’s beneficial ownership of the Purchaser Common Stock or the Sorrento Common Stock will not violate any applicable securities or other laws of the Stockholder’s jurisdiction.
Clause type: whereas
OGS provided notification of availability of a non-competitive periodic recruitment solicitation (“Solicitation”) for vendors that provide Project Based Information Technology Consulting Services by placing a notice in the September 30, 2014 edition of the New York State Contract Reporter;
Clause type: headings
The paragraph headings used or contained in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement.
Clause type: headings
The headings to the Sections and Subsections of this Agreement are included merely for convenience of reference and shall not affect the meaning of the language included therein.
Clause type: interest
 Anything herein to the contrary notwithstanding, to the extent one Company makes a payment of interest to another Company under this Agreement with respect to the period from (a) the date that the payor was required to make a payment to the payee to (b) the date that the payor actually made such payment, the interest payment shall be treated as interest expense to the payor (deductible to the extent provided by law) and as interest income by the payee (includible in income to the extent provided by law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the payor or increase in Tax to the payee.
Clause type: dividends
 Dividends on the Stock shall be paid currently to the Grantee.
Clause type: headings
Section headings are used herein for convenience of reference only and shall not affect the meaning of any provision of this Agreement.
Clause type: interest
 PhoneTel Technologies, Inc. (the "Company") promises to pay interest on the principal amount of this Note at the rate and in the manner specified below. Interest on this Note will accrue at % per annum from the date this Note is issued until maturity and will be payable semiannually in cash on and 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 this Note will accrue from the most recent date on which interest has been paid or, if no interest has been paid, from the date of original issuance; provided that the first Interest Payment Date shall be , 1997. The Company shall pay interest on overdue principal and premium, if any, from time to time on demand at the rate of 2% per annum in excess of the interest rate then in effect and shall pay interest on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
Clause type: base-salary
 During the Employment Term, the Company shall pay Executive a base salary (the "Base Salary") at the annual rate of $1,500,000, payable in regular installments in accordance with the Company's usual payment practices. Executive shall be entitled to such increases in his Base Salary, if any, as may be determined from time to time in the sole discretion of the Board.
Clause type: taxes
 (A) The Issuers and each of their respective subsidiaries have paid all federal, provincial, state, local and foreign taxes (including any related interest, penalties and additions to tax) due and payable by them (including in their capacity as withholding agent) and have filed all tax returns required to be filed (taking into account any validly-obtained extension of the time within which to file) except for (i) items being contested in good faith and by appropriate proceedings for which adequate reserves for taxes have been established in accordance with generally accepted accounting principles or (ii) where failure to pay or file, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; and except as otherwise disclosed in each of the Time of Sale Information and the Offering Memorandum, there is no tax audit, assessment, deficiency or other claim that has been, or could reasonably be expected to be, asserted against either Issuer or any of their respective subsidiaries or any of their respective properties or assets, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Clause type: interest
 The Borrower agrees to pay interest on the unpaid balance of the loan(s) in accordance with the following interest rate option(s):
Clause type: severability
In case one or more provisions of this Agreement or the other Credit Documents shall be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not be affected or impaired thereby.
Clause type: definitions
The following terms have the meaning set forth below wherever they are used in this letter agreement:
Clause type: interest
 The Company promises to pay cash interest on the Principal Amount of the Notes at the rate per year described above. Interest on the Notes will accrue from June 30, 2009, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to but excluding the next Interest Payment Date. The Company will pay interest semi-annually in arrears on each Interest Payment Date, commencing December 15, 2009, to the Person in whose name the Notes are registered at the close of business on the immediately preceding Record Date. Interest payable upon redemption will be paid to the Person to whom principal is paid. Interest will be computed on the basis of a 360-day year of twelve 30-day months. If an Interest Payment Date, the Stated Maturity or a Redemption Date for the Notes falls on a day that is not a Business Day, the interest payment shall be postponed to the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such Interest Payment Date, the Stated Maturity or a Redemption Date. If a Holder of at least $2,000,000 principal amount of Notes has given wire transfer instructions to the Company no later than 15 days immediately preceding the relevant due date for payment (or such date as the Trustee may
Clause type: headings
The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.
Clause type: headings
The various section headings used in this Guaranty are for convenience of reference only and shall not affect the meaning or interpretation of this Guaranty or any provisions hereof.
Clause type: whereas
to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares in the Portfolios listed in Schedule A hereto, as it may be amended from time to time by mutual written agreement (the "Designated Portfolios") on behalf of the Account to fund the aforesaid Contracts, and the Underwriter is authorized to sell such shares to unit investment trusts such as the Account at net asset value;
Clause type: compensation
 Investor Class and Institutional Class of Shares. Distributor shall not be entitled to compensation for its services hereunder with respect to the Investor Class and Institutional Class of shares.
Clause type: investments
 (i) existing on the Closing Date in Subsidiaries existing on the Closing Date;
Clause type: base-salary
 During the Employment Period, the Executive shall receive an annual base salary (the “Base Salary”) of no less than $600,000, payable in accordance with the Company’s regular payroll practices. The Base Salary shall be reviewed periodically by the Compensation Committee of the Board (the “Compensation Committee”), and may be increased but not decreased.
Clause type: base-salary
 During the Employment Period, Executive shall receive a base salary at the rate of not less than Six Hundred Eighty-Five Thousand Dollars ($685,000) per annum ("Base Salary"), payable in substantially equal monthly installments at the end of each month during the Employment Period hereunder. It is contemplated that annually in the first quarter of each fiscal year of the Company the Compensation Committee of the Board of Directors (the "Compensation Committee") will review Executive's Base Salary and other compensation during the Employment Period and, at the discretion of the Compensation Committee, it may increase his Base Salary and other compensation, effective as of June 1 of such fiscal year, based upon his performance, then generally prevailing industry salary scales, the Company's results of operations, and other relevant factors. Any increase in Base Salary or other compensation shall in no way limit or reduce any other obligation of the Company hereunder and, once established at an increased specified rate, Executive's Base Salary hereunder shall not be reduced without his written consent.
Clause type: interest
 Paragon Health Network, Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Company")) promises to pay interest on the principal amount of this Note as described below. The 10 1/2% Senior Subordinated Discount Notes due 2007 (the "Notes") will accrete in value until November 1, 2002 at a rate of 10.57% per annum, compounded semi-annually, to an aggregate principal amount of $294,000,000. Cash interest will not accrue on the Notes prior to November 1, 2002. Thereafter, interest will accrue at the rate of 10 1/2% per annum and will be payable semi-annually in cash and in arrears to the Holders of record on each April 15 or October 15 immediately preceding the interest payment date on May 1 and November 1 of each year, commencing May 1, 2003. Cash interest on the Notes will accrue from the most recent interest payment date to which interest has been paid or, if no interest has been paid, from November 1, 2002. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.
Clause type: taxes
 Tenant shall be liable for and shall pay, prior to delinquency, all taxes levied against Tenant's Property. If any Alteration installed by Tenant or any of Tenant's Property is assessed and taxed with the Project or Building, Tenant shall pay such taxes to Landlord within ten (10) days after delivery to Tenant of a statement therefor.
Clause type: compensation
 During the Employment Period, the Executive shall be compensated by the Company as follows:
Clause type: interest
 (a) The Loans denominated in Dollars comprising each ABR Borrowing shall bear interest at the ABR plus the Applicable Margin. No Loans denominated in Euros or Sterling may be comprised of ABR Borrowings.
Clause type: loans
 Make any loans, advances or investments to or in any joint venture, corporation or other entity, except for the purchase of obligations of Lender or U.S. Government obligations or the purchase of federally-insured certificates of deposit.
Clause type: entire
Agreement. This Agreement, the Exhibits hereto, which include, but are not limited to the Escrow Agreement, the Registration Rights Agreement and the Warrants, set forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating to the subject matter hereof. The terms and conditions of all Exhibits to this Agreement are incorporated herein by this reference and shall constitute part of this Agreement as is fully set forth herein.
Clause type: now
THEREFORE in consideration of the covenants and agreements hereinafter set forth, the parties hereto agree as follows:
Clause type: representations
and Warranties. The Owner Trustee hereby represents and warrants to the Depositor, the Holder and the Security Insurer (which shall have relied on such representations and warranties in issuing the Note Policy), that:
Clause type: miscellaneous
21.01 A copy of this agreement in a mutually agreed form will be issued to each employee now employed and as employed. The cost of printing this agreement shall be equally shared between the Union and the Employer.
Clause type: headings
The section headings of this Agreement are for convenience of reference only and shall not, for any purpose, be deemed a part of this Agreement.
Clause type: ownership_of_shares
 Except as set forth in Schedule 2.1, such Stockholder has good and marketable title, free and clear of any and all Share Encumbrances (as defined below), to all of the Shares listed on Schedule I as being owned by such Stockholder. The Shares listed opposite such Stockholder's name on Schedule I constitute all of the shares of capital stock of the Company beneficially owned by such Stockholder. Subject to approval by the Board of Directors of the Company pursuant to the Company's Articles of Incorporation, which approval has been (or on or prior to the Closing will have been) obtained, such Stockholder has the full right, power and authority to transfer, convey and deliver to the Buyer at the Closing the Shares owned by such Stockholder and, upon consummation of the sale of the Shares contemplated hereby, the Buyer will acquire from such Stockholder good and marketable title to such Shares, free and clear of all Share Encumbrances. "Share Encumbrances" means any title defect, liens, charges, claims, options, pledges, voting trusts, proxies, stockholder or similar agreements, security interests, mortgages, encumbrances or restrictions of any kind, other than applicable securities law restrictions and restrictions under the Company's Articles of Incorporation.
Clause type: taxes
 The Borrower will, and will cause each Material Subsidiary to, file all United States federal tax returns and all other material tax returns which are required to be filed by it, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect. The Borrower will, and will cause each Material Subsidiary to, pay when due all taxes, assessments and governmental charges and levies upon it or its Property that are payable by it, except (a) where the failure to pay could not reasonably be expected to result in a Material Adverse Effect or (b) those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves are maintained in accordance with GAAP.