bhaskrr/legal-clauses huggingface dataset:
Clause type: taxes
 (a) All payments by the Borrower of principal of, and interest on, the Loans and all other amounts payable hereunder (including Reimbursement Obligations, fees and expenses) shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and other taxes imposed on or measured by any Agent's, the Documentation Agent's, the Issuer's or any Lender's net income or receipts (such non-excluded items being called "Taxes"). In the event that any withholding or deduction from any payment to be made by the Borrower hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Borrower will (i) pay directly to the relevant taxing authority the full amount required to be so withheld or deducted, (ii) promptly forward to the Administrative Agent an official receipt or other documentation satisfactory to the Administrative Agent evidencing such payment to such authority, and (iii) pay to the Administrative Agent for the account of such Agent, the Documentation Agent, the Issuer or such Lender such additional amount or amounts as is necessary to ensure that the net amount actually received by such Agent, the Documentation Agent, the Issuer or such Lender will equal the full amount such Agent, the Documentation Agent, the Issuer or such Lender would have received had no such withholding or deduction been required. Moreover, if any Taxes are directly asserted against any Agent, the Documentation Agent, the Issuer or any Lender with respect to any payment received by such Agent, the Documentation Agent, the Issuer or such Lender hereunder, such Agent, the Documentation Agent, the Issuer or such Lender may pay such Taxes and the Borrower will promptly pay to such Person such additional amounts (including any penalties, interest or expenses) as is necessary in order that the net amount received by such Person after the payment of such taxes (including any Taxes on such additional amount) shall equal the amount such Person would have received had such Taxes not been asserted. If the Borrower fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent, for the account of the respective Lenders, the required receipts or other required documentary evidence, the Borrower shall inde...
Clause type: headings
The division of this Lease into sections, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Lease.
Clause type: whereas
UNDERWRITER is a broker-dealer registered with the SEC under the Securities Exchange Act of 1934 ("1934 Act") and a member in good standing of the National Association of Securities Dealers, Inc. ("NASD");
Clause type: investments
 All cash received by the Trustee or the Paying Agent (if other than the Trustee) shall be placed in a non-interest bearing trust account; provided, that the Trustee and the Paying Agent shall be entitled to invest funds received in advance of any due date in the U.S. Bank Money Market Deposit Account or any substantially similar successor account, any earnings on which shall be for the account of the Company.
Clause type: capitalization
 The authorized Capital Stock of the Company consists of (a) 20,000,000 shares of Common Stock, par value $.001 per share, of which, as of the date of this Agreement, 5,398,001 shares were issued and outstanding, 236,228 shares have been subscribed and paid for and are to be issued, 2,840,000 shares are reserved for issuance upon the exercise of certain stock options and warrants, and up to 166,667 shares may be sold on or before June 30, 2000 pursuant to the Company's current private placement, and (b) 1,000,000 shares of preferred stock, par value $.001 per share, of which, as of the date of this Agreement, no shares are issued and outstanding and 125,796 shares of Series 2000-B Preferred Stock will be issued immediately after the date of this Agreement. All of the outstanding Capital Stock has been validly issued and is fully paid and nonassessable and has been issued in compliance with all applicable securities laws (including the provisions of the Securities Act and the rules and regulations promulgated thereunder). Except as set forth in Schedule 4.3, there are no options, convertible securities, warrants, calls, pledges, transfer restrictions (except restrictions imposed by federal and state securities laws), voting restrictions, liens, rights of first offer, rights of first refusal, antidilution provisions or commitments of any character relating to any issued or unissued shares of Capital Stock of the Company other than as contemplated in the Related Documents. Except as contemplated by this Agreement and the Related Documents or as set forth in Schedule 4.3 and Schedule 4.25, there are no preferential rights applicable to the issuance and sale of the Securities, the Conversion Shares and the Warrant Shares.
Clause type: taxes
 (a) Except as would not have a Material Adverse Tax Effect, (i) the Company and the Subsidiaries have timely filed or caused to be filed or will timely file or cause to be filed (taking into account any extension of time to file granted or obtained) all Tax Returns required to be filed by them, and any such filed Tax Returns are true, correct and complete, (ii) the Company and the Subsidiaries have timely paid or will timely pay any Taxes due and payable, except to the extent that such Taxes are being contested in good faith and for which the Company or the appropriate Subsidiary has set aside adequate reserves in accordance with GAAP, (iii) without taking into account any transactions contemplated by this Agreement and based upon activities to date, adequate reserves in accordance with GAAP have been established by the Company and the Subsidiaries for all Taxes not yet due and payable in respect of taxable periods ending on or prior to the date hereof and (iv) all amounts of Tax required to be withheld by the Company and its Subsidiaries have been or will be timely withheld and paid over to the appropriate Governmental Authority. "MATERIAL ADVERSE TAX EFFECT" means, for purposes of this Section 3.15, any and all adverse tax consequences under any subsection of this Section 3.15 that are not adequately provided for in reserves established in accordance with GAAP and which in the aggregate would have an adverse cash consequence equal to or greater than $3,000,000.
Clause type: governing
Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Clause type: taxes
 Target has filed all federal and state tax returns and reports and, to the best of Target’s knowledge, all state, local and foreign tax returns and reports required to be filed have been filed and Target has paid and discharged all taxes, including sales and use taxes, shown as due thereon and has paid all applicable state and local ad valorem taxes as are due, except such as are being contested in good faith by appropriate proceedings and except for such filings, payments or other occurrences which would not have a Material Adverse Effect. Neither the IRS nor any other taxing authority or agency is now asserting or, to the best of Target’s knowledge, threatening to assert against Target any deficiency or claim for additional taxes or interest thereon or penalties in connection therewith. Target has not granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any federal, state, county, municipal or foreign income tax.
Clause type: entire
Agreement. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof. No representations, inducements, promises or agreements, oral or written, have been made by Landlord or Tenant, or anyone acting on behalf of Landlord or Tenant, which are not contained herein, and any prior agreements, promises, negotiations, or representations are superseded by this Lease. This Lease may not be amended except by an instrument in writing signed by both parties hereto.
Clause type: whereas
the respective boards of directors of each of Parent, Merger Sub and the Company have approved the merger of Merger Sub with and into the Company (the “Merger”) upon the terms and subject to the conditions set forth in this Agreement and have approved and declared advisable this Agreement;
Clause type: capitalization
 The Manager shall have sufficient capital to perform all of its obligations under this Agreement at all times from the Closing Date and until the Indenture has been terminated in accordance with the terms thereof.
Clause type: base-salary
 During the Term, the Company shall pay to the Executive an annual base salary of US$180,000. The Executive's base salary shall be paid in substantially equal installments on a basis consistent with the Company's payroll practices. The Executive's base salary, as in effect at any time, is hereinafter referred to as the "Base Salary". The Compensation Committee of the Board (the "Compensation Committee") shall review the Executive's performance on an annual basis and may increase the Executive's Base Salary, in its sole discretion, as it deems appropriate. At the request of the Executive, the Company will pay up to 100% of the Base Salary in US Dollars, Euros or Irish Pounds.
Clause type: base-salary
 Employer will pay to Employee a base salary ("Base Salary") at an annual rate of One Hundred and forty five Thousand Dollars ($145,000), payable in such installments (but in no event less than monthly), subject to withholdings and deductions as required or permitted by law, as is Employer's policy with respect to other employees. Employee's Base Salary will be reviewed annually by the Board of Directors.
Clause type: notices
Except as otherwise provided herein, all communications hereunder shall be in writing and, (i) if to the Underwriters, shall be mailed via overnight delivery service or hand delivered via courier, to the Representative c/o Piper Jaffray & Co., 800 Nicollet Mall, Minneapolis, Minnesota 55402, to the attention of Equity Capital Markets and separately, General Counsel, with a copy to Goodwin Procter LLP, 620 Eighth Avenue, New York, New York 10018, Attention: Michael D. Maline and (ii) if to the Company, shall be mailed or delivered to it at 1301 East Broward Blvd, 3rd Floor, Ft. Lauderdale, Florida, 33301, Attention: Andrew Taylor, Chief Financial Officer, with a copy to Lowenstein Sandler LLP, 1251 Avenue of the Americas, New York, New York 10020, Attention: Steven M. Skolnick, or in each case to such other address as the person to be notified may have requested in writing. Any party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose.
Clause type: miscellaneous
We reserve the right not to pay any compensation more than six (6) months in arrears in respect of accounts and/or assets that were not timely identified as eligible for compensation pursuant to this Agreement. Execute this Agreement in duplicate and return one of the duplicate originals to us for our file. This Agreement (i) may be amended by notification from us and orders received following such notification shall be deemed to be an acceptance of any such amendment; (ii) may be electronically stored and the electronic copy shall constitute a true, complete, valid, authentic and enforceable record of the Agreement; and (iii) shall be construed in accordance with the laws of the State of California. Very truly yours, American Funds Distributors, Inc. By Matthew P. O’Connor President Accepted: Firm By_____________________________________________ Officer or Partner ________________________________________________ Print Name ________________________________________________ Title Address: ________________________________________________ ________________________________________________ Date: ________________________________________________ Schedule A July 29, 2016 (supersedes all previous versions of Schedule A) AMCAP Fund EuroPacific Growth Fund American Balanced Fund Fundamental Investors American Funds Corporate Bond Fund The Growth Fund of America American Funds Developing World Growth and Income Fund The Income Fund of America American Funds Emerging Markets Bond Fund Intermediate Bond Fund of America American Funds Global Balanced Fund International Growth and Income Fund American Funds Inflation Linked Bond Fund The Investment Company of America American Funds Mortgage Fund Limited Term Tax-Exempt Bond Fund of America American Funds Portfolio Series The New Economy Fund American Funds Retirement Income Portfolio Series New Perspective Fund American Funds Short-Term Tax-Exempt Bond Fund New World Fund American Funds Strategic Bond Fund Short-Term Bond Fund of America American Funds Target Date Retirement Series SMALLCAP World Fund American Funds Tax-Exempt Fund of New York The Tax-Exempt Bond Fund of America American Funds U.S. Government Money Market Fund The Tax-Exempt Fund of California American High-Income Municipal Bond Fund U.S. Government Securities Fund American High-Income Trust Washington Mutual Investors Fund American Mutual Fund The Bond Fund of America Capital Income Builder Capital World Bond Fund Capital World Growth and Income Fund Bank/T...
Clause type: payment
 Airline shall pay CFMI with respect to Products purchased hereunder as set forth in the attached Exhibit D.
Clause type: indemnification
(a) Each Issuer, jointly and severally, agrees to indemnify and hold harmless each Holder of Registrable Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any, who controls any such Person within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, the agents, employees, officers and directors of each Holder and each such Participating Broker-Dealer and the agents, employees, officers and directors of any such controlling Person (each, a “Participant”) from and against any and all losses, liabilities, claims, damages and expenses whatsoever (including, but not limited to, reasonable attorneys’ fees and any and all reasonable expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all reasonable amounts paid in settlement of any claim or litigation) (collectively, “Losses”) to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto), Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or in any “free writing prospectus” (as defined in Rule 405 under the Securities Act) furnished by any Issuer, or caused by, arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus, in the light of the circumstances under which they were made, not misleading, provided that (i) the foregoing indemnity shall not be available to any Participant insofar as such Losses are caused by any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to such Participant furnished to the Company in writing by or on behalf of such Participant expressly for use therein, and (ii) the foregoing indemnity with respect to any preliminary prospectus shall not inure to the benefit of any Participant from whom the Person asserting such Losses purchased Registrable Notes if (x) it is established in the related proceeding that such Participa...
Clause type: payment
 The Purchaser shall have delivered to the Company the Purchase Price (less the amounts withheld pursuant to Section 4.16) by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.
Clause type: ownership_of_shares
 The Seller is the owner, beneficially and of ------------------- record, of the Securities, which comprise 100% of the issued and outstanding shares of common stock of Seedco, 100% of the issued and outstanding shares of common stock of GSC and a 98% limited partnership interest in Green Seed. GSC is the owner, beneficially and of record of a 1% general partnership interest in Green Seed. The Stock is the sole voting stock of Seedco and GSC and is duly authorized, validly issued, fully paid and non-assessable. The partners of Green Seed are Rosoff, GSC and Alan Morrison ("Morrison"), who owns a 1% limited partnership interest (collectively, the "Partners"). All of the partnership interests in Green Seed are owned by the Partners, and Green Seed is duly organized, validly existing and in good standing under the laws of Maryland. The Securities have not been pledged, mortgaged or otherwise encumbered in any way and there is no lien, mortgage, charge, claim, liability, security interest or encumbrance of any nature against the Securities, except the pledge to secure the loans to the Companies by Heller. There are no options, warrants, rights of subscription or conversion, calls, commitments, agreements, arrangements, understandings, plans, contracts, proxies, voting trusts, voting agreements or instruments of any kind or character, oral or written, to which the Seller, Seedco or GSC is a party, or by which the Seller, Seedco or GSC is bound, relating to the issuance, voting or sale of the Stock or any authorized but unissued shares of capital stock of Seedco or GSC or of any securities representing the right to purchase or otherwise receive any such shares of capital stock of Seedco or GSC other than an agreement dated May 28, 1997 among the Companies, Rosoff and Morrison (the "Morrison Agreement"). There are no arrangements, undertakings, plans, contacts or instruments of any kind or character, oral or written, to which any of the Partners is a party relating to the sale of, or conveying the right to any other person or entity to acquire, any partnership interest in Green Seed other than the Morrison Agreement. There are no stockholder or partnership agreements, preemptive rights or other agreements, arrangements, groups, commitments or understandings, oral or written, that have not been disclosed to the Buyer, relating to the voting, issuance, acquisition or disposition of shares of GSC or Seedco, or Partnership interests of Green Seed, or the conduct or ma...
Clause type: miscellaneous
(a) The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously 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. The name John Hancock Capital Series is the designation of the Trustees under the Amended and Restated Declaration of Trust dated February 28, 1992, as amended from time to time. The Declaration of Trust has been filed with the Secretary of The Commonwealth of Massachusetts. The obligations of the Trust and the Fund are not personally binding upon, nor shall resort be had to the private property of, any of the Trustees, shareholders, officers, employees or agents of the Fund, but only the Fund's property shall be bound. The Trust or the Fund shall not be liable for the obligations of any other series of the Trust. (b) Any information supplied by the Sub-Adviser, which is not otherwise in the public domain, in connection with the performance of its duties hereunder is to be regarded as confidential and for use only by the Fund and/or its agents, and only in connection with the Fund and its investments. Yours very truly, JOHN HANCOCK ADVISERS, INC. By: /s/Robert G. Freedman ------------------------------- Title: Vice Chairman & Chief Investment Officer The foregoing contract is hereby agreed to as of the date hereof. JOHN HANCOCK CAPITAL SERIES on behalf of John Hancock Independence Equity Fund By: /s/ Anne C. Hodsdon -------------------------------- Title: President INDEPENDENCE INVESTMENT ASSOCIATES, INC. By: /s/ Mark Lapman -------------------------------- Title: Executive Vice President
Clause type: assignment
Subject to the provisions of Section 5.4, the Deposit Agreement may not be assigned by either the Company or the Depositary.
Clause type: investments
 Section 6.07 Restrictive Agreements Exhibit A Form of Assignment and Assumption Exhibit B Form of Administrative Questionnaire Exhibit C Form of Interest Election Request Exhibit D Form of Note Exhibit E Form of Solvency Certificate Exhibit F Form of Compliance Certificate Exhibit G Form of Funding Notice Exhibit H Form of Issuance Notice Exhibit I Form of Intercompany Note Exhibit J Form of Joinder Agreement Exhibit K Form of Security Agreement Exhibit L Form of Tax Forms This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of August 26, 2016, among BLUE APRON, INC., a Delaware corporation, as the company (the “Company”), the ADDITIONAL BORROWERS from time to time party hereto, the GUARANTORS from time to time party hereto, the LENDERS and the ISSUING BANKS from time to time party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”). The Borrower has requested the Lenders (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in Article 1), to make Loans to the Borrower on a revolving credit basis on and after the date hereof and at any time and from time to time prior to the Maturity Date. The proceeds of borrowings hereunder are to be used for the purposes described in Section 5.09. The Lenders are willing to establish the credit facility referred to in the preceding paragraph upon the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:
Clause type: investments
 No Borrower will make or permit to exist any Investment in any Person, except for:
Clause type: whereas
the Project has been duly recommended to the Director pursuant to Section 164.06 of the Revised Code by the District Public Works Integrating Committee of the Recipient;
Clause type: ownership_of_shares
 Neither Parent, as of the date hereof, nor Merger Sub owns any Shares, beneficially, of record or otherwise. Immediately prior to the Effective Time, Parent or Merger Sub will only own those Shares subject to the Rollover Commitments.
Clause type: payment
 (i) Any Borrower shall fail to pay any principal of any Loan when the same shall become due and payable or (ii) any Borrower shall fail to pay any interest on any Loan, or any Credit Party shall fail to make any other payment under any Credit Document, in each case under this clause (ii) within three (3) Business Days after the same shall become due and payable; or