bhaskrr/legal-clauses huggingface dataset:
Clause type: confidentiality
Unless disclosure is required by applicable Law, the Authority shall keep confidential any Information obtained from the Lessee or its Representatives that (i) constitutes trade secrets or commercial or financial information (A) where the trade secret or commercial or financial information are proprietary, privileged or confidential or (B) where the disclosure of the trade secrets or commercial or financial information may cause competitive harm and (ii) is designated as confidential by the Lessee in writing to the Authority. In the event that the Lessee requests the Authority to defend an action seeking the disclosure of Information that the Authority determines to be confidential pursuant to this Section 8.2(b), the Lessee shall reimburse the Authority for the reasonable costs and expenses incurred by the Authority in defending such action. This Section 8.2(b) shall not apply to any Information that (w) is already in the possession of the Authority; provided that such information is not known by the Authority to be subject to another confidentiality agreement with or other obligation of secrecy to the Lessee or another party; (x) becomes generally available to the public other than as a result of a disclosure by the Authority or their Representatives in violation of the terms of this Section 8.2(b); (y) becomes available to the Authority on a non-confidential basis from a source other than the Lessee or its advisors, provided that such source is not known by the Authority to be bound by a confidentiality agreement with or other obligation of secrecy to the Lessee or another party or (z) is independently developed by the Authority or its Representatives.
Clause type: severability
If any term or other provision of this Agreement is invalid, illegal or unenforceable, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.
Clause type: insurance
The Loan Parties keep their respective properties adequately insured and maintains (a) insurance to such extent and against such risks, including fire, as is customary with companies in the same or similar businesses, (b) workmen’s compensation insurance in the amount required by applicable law, (c) public liability insurance, which shall include product liability insurance, in the amount customary with companies in the same or similar business against claims for personal injury or death on properties owned, occupied or controlled by it, and (d) such other insurance as may be required by law (including, without limitation, against larceny, embezzlement or other criminal misappropriation). Schedule 4.32 sets forth a list of all insurance maintained by the Loan Parties on the Closing Date.
Clause type: assignment
No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Clause type: compensation
 22.01 The salary rates shall be those set forth in schedule(s) attached to and forming part of this agreement.
Clause type: assignment
Except for assignment, transfer or delegation by either Party to an affiliate or successor by way of merger, consolidation or sale of all or substantially all of such Party's outstanding voting securities or assets, neither Party shall assign (voluntarily, by operation of law or otherwise) this Agreement or any right, interest or benefit under this Agreement without the prior written consent of the other Party. Subject to the foregoing, this Agreement shall be fully binding upon, inure to the benefit of and be enforceable by the Parties hereto and their respective successors and assigns.
Clause type: insurance
The Servicer shall maintain or cause to be maintained insurance with respect to its property and business against such casualties and contingencies and of such types and in such amounts as is customary in the case of institutions of the same type and size.
Clause type: assignment
The Company shall have the right to assign this Agreement and its rights and obligations hereunder in whole, but not in part, to any corporation or other entity with or into which the Company may hereafter merge or consolidate or to which the Company may transfer all or substantially all of its assets, if in any such case said corporation or other entity shall by operation of law or expressly in writing assume all obligations of the Company hereunder as fully as if it had been originally made a party hereto, but may not otherwise assign this Agreement or its rights and obligations hereunder. The Executive may not assign or transfer this Agreement or any rights or obligations hereunder.
Clause type: interest
 Sensata Technologies B.V., a private company with limited liability incorporated under the laws of the Netherlands (the “Company”), promises to pay interest on the principal amount of this Note at 4.875% per annum from April 17, 2013 until maturity. The Company will pay interest, if any, semi-annually in arrears on April 15 and October 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 17, 2013 until the principal hereof is due. The first Interest Payment Date shall be October 15, 2013. The Company will pay interest on overdue principal at the rate borne by the Notes, and it shall pay interest on overdue installments of interest 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: confidentiality
Each of the Agents, the Lenders and the other Credit Parties agrees to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent or any Lender from disclosing any such information (a) to any Agent, any other Lender or any affiliate of any thereof, (b) to any Participant or Assignee (each, a “Transferee”) or prospective Transferee that has agreed to comply with the provisions of this Section, (c) to any of its employees, directors, agents, attorneys, accountants and other professional advisors who will be advised of such confidentiality, (d) to any financial institution that is a creditor of such Agent or Lender or a direct or indirect contractual counterparty of such Agent or Lender in swap agreements or such contractual counterparty’s professional advisor (so long as such creditor or contractual counterparty or professional advisor to such contractual counterparty has agreed to be bound by the provisions of this Section), (e) upon the request or demand of any Governmental Authority having jurisdiction over it, (f) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (g) in connection with any litigation or similar proceeding, (h) that has been publicly disclosed other than in breach of this Section, (i) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, (j) in connection with the exercise of any remedy hereunder or under any other Loan Document or (k) if agreed by the Borrower in its sole discretion to any other Person; provided, however, with respect to clauses (e), (f) and (g), each of the Agents and Lenders agrees to give the Parent and Borrower prompt notice of any request for such confidential information so as to permit the Parent or the Borrower to seek a protective order or similar remedy or cause such information to be accorded confidential treatment. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all Persons, without limitation of any kind, the structure and tax aspect...
Clause type: interest
 (a) Borrower shall pay interest on the outstanding principal amount of each Advance, from the date of such Advance until the date on which such principal amount shall have been paid in full, at a rate per annum equal to the Base Rate, payable quarterly in arrears for each Interest Period on the first Business Day following the end of such Interest Period, commencing on the first Business Day following the end of the first Interest Period following the Closing Date, and on the Final Maturity Date; provided that (i) interest accrued pursuant to paragraph (b) of this Section shall be payable on demand and (ii) in the event of any repayment or prepayment of any Advance, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. The total amount of interest due on each such day shall be computed by Calculation Agent on the immediately preceding Business Day. The Base Rate shall be computed by Calculation Agent based on a year of 360 days and actual days elapsed in the Interest Period for which interest is payable.
Clause type: definitions
The following terms, when used in this Loan Agreement (including when used in the recitals), will have the following meanings:
Clause type: capitalization
 The Company is authorized to issue 75,000,000 shares of Common Stock, of which 53,883,872 shares are issued and outstanding as of the date hereof, and 10,000,000 shares of preferred stock. Except as set forth on Schedule 3.2 or in the Company’s current, quarterly, annual and other periodic filings (the “SEC Reports”) with the U.S. Securities and Exchange Commission (the “Commission”), there are no outstanding options, warrants or other rights to acquire any of the Company’s capital stock, or securities convertible, exercisable or exchangeable for the Company’s capital stock or for securities themselves convertible, exercisable or exchangeable for the Company’s capital stock (together, “Convertible Securities”). Except as set forth on Schedule 3.2 or in the SEC Reports or pursuant to this Agreement or the Wilhelmina Agreement, the Company has no agreement or commitment to sell or issue any shares of capital stock or Convertible Securities. All issued and outstanding shares of Common Stock (i) have been duly authorized and validly issued, (ii) are fully paid and nonassessable, (iii) are free from any preemptive and cumulative voting rights and (iv) were issued pursuant to an effective registration statement filed with the Commission and applicable state securities authorities or pursuant to valid exemptions under federal and state securities laws. Except as set forth on Schedule 3.2 or in the SEC Reports, there are no outstanding rights of first refusal or proxy or shareholder agreements of any kind relating to any of the Company’s securities to which the Company is a party or as to which the Company has received written notice. When issued hereunder, the Shares and Additional Shares (if any) will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances; provided, however, that the Shares and Additional Shares (if any) may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed.
Clause type: investment-company-act
 Neither the Parent, the Borrower nor any Subsidiary is an “investment company” within the meaning of, or subject to regulation under, the Investment Company Act of 1940, as amended.
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of 1,100,000,000 shares of common stock, par value $0.01 per share (“Company Common Stock”) and 100,000,000 shares of preferred stock, par value $0.01 per share (“Company Preferred Stock”). As of August 19, 2021, there were outstanding (i) 306,085,842 shares of Company Common Stock, (ii) no shares of Company Preferred Stock, (iii) Company Stock Options to purchase an aggregate of 113,008 shares of Company Common Stock, of which all were vested and (iv) Company RSUs relating to an aggregate of 396,349 shares of Company Common Stock. All outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable and free of preemptive rights.
Clause type: whereas
the American Depositary Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement;
Clause type: investments
 Borrowers will not make any investments in any entity. Borrowers will not make any capital contribution to any other Person or purchase or acquire a beneficial interest in any stock, securities or evidences of Indebtedness of, or make any investment or acquire any interest in, any other Person, except (i) investments in federally insured certificates of deposit or in direct obligations of the United States of America maturing within one year from the date of acquisition and (ii) investments by one Borrower in the other Borrower. Borrowers shall provide Lender prior written notice of such activity.
Clause type: investments
 The Borrower shall not make, agree to make, or hold any Investment which it is not permitted to make without shareholder approval and shall make only those Investments which conform with the provisions of the Prospectus. Without limiting the generality of the foregoing, the Borrower shall not permit the Fund to make, agree to make, or hold any Investment which it is not permitted to make without shareholder approval and shall comply in all respects with, and shall make only those Investments which conform with, the provisions of the Prospectus relating to the Fund and the provisions of the Prospectus relating to the Borrower generally.
Clause type: loans
 Each Lender severally agrees to make revolving credit loans to the Borrower, from time to time during the Commitment Period, in an aggregate principal amount at any one time outstanding which does not exceed the amount of such Lender's Commitment. During the Commitment Period, the Borrower may use the Commitments by borrowing, prepaying the Loans, in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
Clause type: miscellaneous
The reimbursement, indemnification and contribution agreements contained in this Agreement and the representations, warranties and covenants in this Agreement shall remain in full force and effect regardless of (a) any termination of this Agreement, (b) any investigation made by or on behalf of any Underwriter or controlling person thereof, or by or on behalf of the Company or its directors or officers or any Selling Stockholder or controlling person thereof, as the case may be, and (c) delivery of and payment for the Shares under this Agreement. The Company and the Selling Stockholders acknowledge and agree that each Underwriter in providing investment banking services to the Company and the Selling Stockholders in connection with the offering, including in acting pursuant to the terms of this Agreement, has acted and is acting as an independent contractor and not as a fiduciary and the Company and the Selling Stockholders do not intend such Underwriter to act in any capacity other than as an independent contractor, including as a fiduciary or in any other position of higher trust. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York, including, without limitation, Section 5-1401 of the New York General Obligations Law. Any person executing and delivering this Agreement as the person signing this Agreement as attorney-in-fact for the Selling Stockholders (the “Attorney-in-Fact”) represents by so doing that he has been duly appointed as Attorney-in-Fact by such Selling Stockholder pursuant to a validly existing and binding Power of Attorney which authorizes such Attorney-in-Fact to take such action. Very truly yours, PEREGRINE SEMICONDUCTOR CORPORATION By Selling Stockholders listed on Schedule II By Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK SECURITIES INC. As Representative of the several Underwriters listed on Schedule I By: Deutsche Bank Securities Inc. By By J.P. MORGAN SECURITIES LLC As Representative of the several Underwriters listed on Schedule I By: J.P. Morgan Securities LLC By By SCHEDULE OF UNDERWRITERS Deutsche Bank Securities Inc. J.P. Morgan Securities LLC RBC Capital Markets, LLC Needham & Company, LLC Oppenheimer & Co. Inc. ...
Clause type: headings
The section headings herein are for convenience only and shall not be used in interpreting or construing this Agreement.
Clause type: investments
 The Company shall not invest in joint ventures with an Advisor, Director or any Affiliate unless such transaction has been approved by the affirmative vote of a majority of the Directors (including a majority of the Independent Directors) as fair and reasonable to the Company and on substantially the same terms and conditions as those received by other joint venturers.
Clause type: severability
The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which shall remain in full force and effect.
Clause type: base-salary
 The Corporation shall pay the Executive an annual salary (the "Base Salary") of $241,400, less applicable withholding and other deductions, payable in accordance with the Corporation's then current payroll practices. The Base Salary will be reviewed at least annually by the Corporation's Board of Directors and may be increased, but not decreased, in its sole discretion, in which event any increased Base Salary shall be deemed the Base Salary under this Agreement.
Clause type: board
 At the Effective Time, the Board of Directors of the Surviving Corporation shall be as listed on Exhibit F hereto.
Clause type: investments
 No Borrower will, and no Borrower will permit any of the Loan Parties to, directly or indirectly, make any Investment in any other Person other than in the Ordinary Course of Business, except:
Clause type: ownership_of_shares
 All Sale Shares are duly and validly issued and fully paid. The Sale Shares when sold by such Seller pursuant to this Agreement is free and clear of any Lien and any other limitation or restriction, and will transfer and deliver to the applicable Investor at each Closing valid title to such Sale Shares free and clear of any Lien and any such limitation or restriction. The sale of the Sale Shares is not subject to any rights of first refusal, co-sale right or similar rights other than those that have been duly waived in full.
Clause type: financing
 The Buyer and the Transitory Subsidiary have sufficient funds to perform all of their respective obligations under this Agreement and to consummate the Merger.
Clause type: payment
 Upon receipt of instruction for electronic file and/or fund transfer entries, Bank will charge the relevant accounts pursuant to Company’s instruction and this Internet Banking Agreement and any Attachments, Exhibits, Schedules and/or Amendments hereinafter attached hereto. The resulting charge to Company’s account and payment of funds at Company’s request shall be equivalent to payment by Bank of a properly drawn demand instrument duly signed by Company and payable to the receiver (transferee) of said funds. Bank will only be liable for damages resulting from its gross negligence.
Clause type: whereas
Section 15 of the Agreement allows for its amendment by a written instrument executed by both parties and authorized or approved by the Board of Trustees.
Clause type: definitions
When used in this Agreement, the following terms shall have the meanings specified:
Clause type: severability
If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.
Clause type: severability
In the event that any provision of this Agreement, or the application of any such provision to any Person or set of circumstances, shall be determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement, and the application of such provision to Persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law.
Clause type: loans
 Prior to the occurrence of an Amortization Event, the outstanding principal amount of each Loan shall accrue Interest for each day during the related Interest Period at either the LIBO Rate or the Alternate Base Rate, as applicable, in accordance with the terms and conditions hereof. Until the Borrower gives the required notice to the Agent of another Interest Rate in accordance with Section 4.3, the initial Interest Rate for any Loan shall be the LIBO Rate (unless the Default Rate is then applicable).
Clause type: interest
 1. Interest arising in a Contracting Party and paid to a resident of the other Contracting Party may be taxed in that other Party.
Clause type: base-salary
 In consideration of the services rendered by Employee to the Company during the term hereof, Employee shall receive a base salary based on an annualized rate of Two Hundred Ninety-Five Thousand and 00/100 Dollars ($295,000.00) through January 31, 2007, payable in equal periodic installments in accordance with the Company’s regular payroll practices in effect from time to time. For the period from February 1, 2007 through January 31, 2008, Employee shall receive an annual base salary of Three Hundred Thirty-Five Thousand and 00/100 Dollars ($335,000.00) and beginning on February 1, 2008 and ending on the expiration of the Initial Term, an annual base salary of Three Hundred Ninety Five Thousand and 00/100 Dollars ($395,000.00), payable in equal periodic installments in accordance with the Company’s regular payroll practices in effect from time to time (“Base Salary”). Thereafter, Employee’s Base Salary shall be reviewed annually by the CEO, President, the Board and/or a committee of the Board which has been delegated responsibility for employee compensation matters (such committee to be referred to herein as the “Compensation Committee”) in accordance with the compensation policies and guidelines of the Company, and may be modified either up or down as a result of such review at the sole discretion of the Board and/or the Compensation Committee.
Clause type: assignment
Notwithstanding anything to the contrary contained herein, as provided in Sections 6.03 and 8.03, this Agreement may not be assigned by the Trust Depositor or the Servicer without the prior written consent of Securityholders aggregating not less than 66-2/3% of each Class.
Clause type: entire
Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof.