bhaskrr/legal-clauses huggingface dataset:
Clause type: indemnification
(a) The Seller shall indemnify and hold harmless the Purchaser, the Underwriters, their respective officers and directors, and each person, if any, who controls the Purchaser or any Underwriter within the meaning of either Section 15 of the Securities Act of 1933, as amended (the "1933 Act") or Section 20 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), against any and all losses, expenses (including the reasonable fees and expenses of legal counsel), claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in (A) the Prospectus Supplement, the Memorandum, the Diskette or, insofar as they are required to be filed as part of the Registration Statement pursuant to the No-Action Letters, any Computational Materials or ABS Term Sheets with respect to the Registered Certificates, or in any revision or amendment of or supplement to any of the foregoing or (B) any items similar to Computational Materials and ABS Term Sheets forwarded by the Seller to the Initial Purchasers (the items in (A) and (B) being defined as the "Disclosure Material"), or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; but only if and to the extent that (I) any such untrue statement or alleged untrue statement or omission or alleged omission arises out of or is based upon an untrue statement or omission occurring in, or with respect to, the Disclosure Material, with respect to the Mortgage Loans, the related Mortgagors and/or the related Mortgaged Properties contained in the Data File (it being herein acknowledged that the Data File was and will be used to prepare the Prospectus Supplement including without limitation Annex A thereto, the Memorandum, the Diskette, any Computational Materials and ABS Term Sheets with respect to the Registered Certificates and any items similar to Computational Materials and ABS Term Sheets forwarded to prospective investors in the Non-Registered Certificates), (II) any such untrue sta...
Clause type: loans
 Subject to the terms and conditions hereof, each Lender agrees to make Advances to Borrower from time to time during the Commitment Period so long as (i) the aggregate outstanding amount of such Lender's Advances under this Section 2.1, plus (ii) such Lender's LC Obligations, does not exceed such Lender's Maximum Loan Amount, all determined as of the date on which the requested Advances under this Section 2.1 are to be made. The aggregate amount of such Advances under this Section 2.1 requested of all Lenders in any Request for Advances under this Section 2.1 must be an integral multiple of $100,000 which equals or exceeds $200,000 or must equal the unadvanced portion of the aggregate amount of all Lenders' Maximum Loan Amounts. The obligation of Borrower to repay to each Lender the aggregate amount of all Advances (whether under this Section 2.1 or Section 2.7(a)) made by such Lender (herein called such Lender's "Loan"), together with interest accruing in connection therewith, shall be evidenced by a single promissory note (herein called such Lender's "Note") made by Borrower payable to the order of such Lender in the form of Exhibit A with appropriate insertions. The amount of principal owing on any Lender's Note at any given time shall be the aggregate amount of all Advances (whether under this Section 2.1 or Section 2.7(a)) theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and be due and payable as provided herein and therein. Subject to the terms and conditions hereof, Borrower may borrow, repay, and reborrow under the Notes.
Clause type: financing
 (a) The Buyer has delivered to the Seller Representative a true and complete copy of the executed Debt Financing Commitment by and among HPS Investment Partners, LLC, including all annexes, exhibits, schedules and other attachments thereto and a corresponding customarily redacted fee letter (none of which redacted terms adversely affect the amount or availability of the Debt Financing or impose any conditions on the availability of aggregate principal amount of the Debt Financing), each dated as of the date hereof (collectively, the “Debt Financing Commitment”), pursuant to which, and subject to the terms and conditions of which, the Debt Commitment Parties party thereto have committed to lend the amounts set forth therein to the Buyer as set forth therein for the purpose of funding the transactions contemplated by this Agreement and the Ancillary Agreements (the “Debt Financing”). As of the date of this Agreement, the Debt Financing Commitment has not been amended or modified in any respect, no provisions or rights thereunder have been waived and the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in any respect, nor is any such amendment, modification, withdrawal or rescission currently contemplated or the subject of discussions. As of the date hereof, the Debt Financing Commitment is in full force and effect and constitutes the legal, valid and binding obligation of the Buyer and, to the knowledge of the Buyer, the other parties thereto (subject to the Enforceability Exceptions) and the Debt Financing Commitment is enforceable against the Buyer and the other parties thereto in accordance with its terms. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Debt Financing (including any flex provisions) other than the conditions precedent expressly set forth in the Debt Financing Commitment, and the Buyer has no reason to believe that, as of the date hereof, (i) it or any other party thereto will not be able to satisfy on a timely basis any term or condition of the Debt Financing Commitment, including any condition of closing of the Debt Financing that is required to be satisfied as a condition of the Debt Financing, or (ii) the full amount of the Debt Financing will not be made available to the Buyer at or prior to the Closing. Assuming the Debt Financing is funded in accordance with the conditions set forth in the Debt Financing ...
Clause type: base-salary
 The Executive’s initial base salary as of the Effective Date is $330,000. Effective September 1 of each calendar year after the Effective Date during the Term of this Agreement, upon the recommendation of the Chief Executive Officer (“CEO”), the Board (or a committee of the Board) shall review the Executive’s base salary and may increase such amount if and as it may deem advisable. Such initial base salary, as it may be increased during the Term, is defined as the “Base Salary.” The Base Salary shall be payable in substantially equal installments in accordance with the Company’s normal payroll practices, and is subject to all proper taxes and withholding. The Base Salary rate at which the Executive is being compensated on the Date of Termination (as defined below) shall be the Base Salary rate used in determining all severance amounts payable to the Executive hereunder.
Clause type: headings
All headings are for convenience only and shall not affect the meaning of any provision of this Agreement.
Clause type: payment
 After a full and complete Payment Application is received, City will process and remit payment within 30 days.
Clause type: ownership_of_shares
 Upon the transfer of the Nugget Common Stock to the GoHealth.md Shareholders pursuant to this Agreement, the GoHealth.md Shareholders will thereby acquire fully paid and nonassessable shares of Nugget Stock with good and absolute marketable title thereto. Such securities shall be subject to restrictions imposed by the Act, and applicable state Blue Sky laws due to lack of registration with any federal or state securities commissions or authorities. Nugget shall be responsible for obtaining any and all exemptions from registration under Federal or applicable state securities laws in connection with the issuance of Nugget Stock to the GoHealth.md shareholders under the terms of this Agreement and pursuant to the Merger.
Clause type: investment-company-act
 Neither the Borrower nor any of its Restricted Subsidiaries is an “investment company” as defined in the Investment Company Act of 1940.
Clause type: entire
Agreement. This Warrant, the forms attached hereto and Schedule A hereto (the terms of which are incorporated by reference herein), and the Letter Agreement (including all documents incorporated therein), contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous arrangements or undertakings with respect thereto. TO: [Company] RE: Election to Purchase Common Stock The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby agrees to subscribe for and purchase the number of shares of the Common Stock set forth below covered by such Warrant. The undersigned, in accordance with Section 3 of the Warrant, hereby agrees to pay the aggregate Exercise Price for such shares of Common Stock in the manner set forth below. A new warrant evidencing the remaining shares of Common Stock covered by such Warrant, but not yet subscribed for and purchased, if any, should be issued in the name set forth below. Number of Shares of Common Stock Method of Payment of Exercise Price (note if cashless exercise pursuant to Section 3(i) of the Warrant or cash exercise pursuant to Section 3(ii) of the Warrant, with consent of the Company and the Warrantholder) Aggregate Exercise Price: Holder: By: Name: Title:
Clause type: counterparts
The parties may execute this Agreement in multiple counterparts, each of which constitutes an original as against the party that signed it, and all of which together constitute one agreement. This Agreement is effective upon delivery of one executed counterpart from each party to the other party. The signatures of the parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission that includes a copy of the sending party’s signature is as effective as signing and delivering the counterpart in person.
Clause type: investment-company-act
 It is not an “investment company” as defined in, or subject to regulation under, the 1940 Act.
Clause type: taxes
 Employee shall be responsible for the payment of any and all required federal, state, local and foreign taxes incurred, or to be incurred, in connection with any amounts payable, or benefits provided, to Employee under this Agreement other than the employer’s portion of FICA and Medicare taxes, which shall remain the responsibility of the Company. Notwithstanding any other provision of this Agreement, the Company may withhold from amounts payable under this Agreement all federal, state, local and foreign taxes that are required to be withheld by applicable laws and regulations with respect to any amounts payable, or benefits provided, to Employee under the Agreement and report on any applicable federal, state, local or foreign tax reporting form any income to Employee determined by the Company as resulting from such amounts payable or benefits provided hereunder.
Clause type: investments
 Each Participant shall be responsible for directing the Master Trustee in which investment option(s) to invest the assets in the participant's individual accounts. Such directions may be made by Participants by use of the telephone exchange system maintained for such purposes by the Master Trustee or its agent, in accordance with written Telephone Exchange Guidelines attached hereto as Schedule "F". In the event that the Master Trustee fails to receive a proper direction, the assets shall be invested in the Interest Income Fund while the Master Trustee seeks a proper direction. The Master Trustee shall not be liable for any loss, or by reason of any breach, which arises from the Participant's exercise or non-exercise of rights under this Agreement over the assets in the Participant's accounts.
Clause type: whereas
all things necessary to make this Indenture a valid and legally binding agreement of the Trust and the other parties to this Indenture, enforceable in accordance with its terms, have been done, and the Trust proposes to do all things necessary to make the Notes, when executed by the Trust and authenticated and delivered pursuant hereto, valid and legally binding obligations of the Trust as hereinafter provided; and
Clause type: headings
The headings in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
Clause type: vesting
 (a) Unless otherwise provided in this Agreement, the Award granted under this Agreement shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Dates.
Clause type: now
THEREFORE in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto mutually agree as follows:
Clause type: base-salary
 Beginning on the Effective Date, the Company shall pay Executive a base salary at a rate of four hundred thirty thousand dollars ($430,000) annually (the “Base Salary”). The Company shall pay Executive in approximately equal monthly amounts pursuant to its standard payroll schedule. Executive’s performance and the amount of his Base Salary shall be reviewed annually and the Base Salary may be increased from time to time by the Board. All amounts paid to Executive under this Agreement shall be reduced by such amounts as are required by law to be withheld.
Clause type: counterparts
This Agreement may be signed in one or more counterparts (which may be delivered in original form, facsimile or “pdf” file thereof), each of which when so executed shall constitute an original and all of which together shall constitute one and the same agreement.
Clause type: investment-company-act
 Neither the Trust nor the Company is and, after giving effect to (i) the offering and sale of the Securities and the application of the proceeds of the Securities as described in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus under the heading “Use of Proceeds” and (ii) the sale of the TCPL Sub Notes and the application of the proceeds of the TCPL Sub Notes as described in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus under the heading “Use of Proceeds,” neither the Trust nor the Company will be an “investment company” as defined in the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder;
Clause type: loans
 The General Partner, in its sole and absolute discretion on behalf of the Partnership, may obtain any Additional Funds by causing the Partnership to incur Debt to any Person (including the General Partner or the Special Limited Partner) upon such terms as the General Partner determines appropriate in its sole and absolute discretion, including making such Debt convertible, redeemable or exchangeable for Partnership Units or REIT Shares; provided, however, that the Partnership shall not incur any such Debt if any Limited Partner would be personally liable for the repayment of such Debt (unless such Limited Partner otherwise agrees).
Clause type: compensation
 Employee's compensation for the services performed under this Agreement shall be as follows:
Clause type: compensation
 For the initial three year period beginning on the effective date of this Agreement, the Fund shall compensate the Custodian in the amount and at the times specified in Appendix "B" attached hereto. Thereafter, the Fund shall compensate the Custodian in the amount, and at times, as may be agreed upon in writing, from time to time, by the Custodian and the Fund.
Clause type: interest
 (a) On each relevant Payment Date, the Issuer must, and the SF Manager must cause the Issuer to, pay to the Note Holder interest (to the extent that funds are available from the Securitisation Fund) on the Principal Outstanding at the Funding Rate:
Clause type: definitions
For purposes of this Agreement, the following terms shall have the following meanings. All capitalized terms used but not defined herein shall have the meanings assigned to them in the Separation Agreement unless otherwise indicated.
Clause type: capitalization
 Holdings is the beneficial and record owner of all issued and outstanding Symphony Dynamo Equity Securities. No shares of Symphony Dynamo capital stock are held in treasury by Symphony Dynamo or any Symphony Dynamo Subsidiary. All of the issued and outstanding Symphony Dynamo Equity Securities (A) have been duly authorized and validly issued and are fully paid and nonassessable, (B) were issued in compliance with all applicable state and federal securities laws, and (C) were not issued in violation of any preemptive rights or rights of first refusal. No preemptive rights or rights of first refusal exist with respect to any Symphony Dynamo Equity Securities and no such rights will arise by virtue of or in connection with the transactions contemplated hereby (other than for the Purchase Option). Other than the Purchase Option, there are no outstanding options, warrants, call rights, commitments or agreements of any character to acquire any Symphony Dynamo Equity Securities. There are no outstanding stock appreciation, phantom stock, profit participation or other similar rights with respect to Symphony Dynamo. Symphony Dynamo is not obligated to redeem or otherwise acquire any of its outstanding Symphony Dynamo Equity Securities.
Clause type: dividends
 A dividend adjustment is applicable if an ex-dividend date occurs for an underlying security with respect to which you have an open CFD. If you have any open long positions, a dividend adjustment will be credited to the Account subject to a service charge of 10% (ten per cent). If you have an open short position, the dividend adjustment will be debited in full from the Account. The dividend adjustment will be made gross, with no adjustment for tax. The responsibility for any tax payable with respect to any such payment is yours.
Clause type: assignment
Company may assign its rights and obligations hereunder to any person or entity that succeeds to all or substantially all of Company’s business or that aspect of Company’s business in which Executive is principally involved. Executive may not assign Executive’s rights and obligations under this Agreement without the prior written consent of Company.
Clause type: payment
 Channel 4 shall pay the Channel 4 Licence Fee to the Producer in accordance with the payment schedule set out in the Programme Specific Terms (subject always to mutual signature of this Agreement and receipt of valid invoice for the relevant sum) PROVIDED THAT Channel 4's obligation to pay the Channel 4 Licence Fee shall be subject to the due performance by the Producer of its obligations hereunder but if Channel 4 shall in its discretion elect to make any payments it shall not be deemed to have waived any of its rights hereunder. The Producer acknowledges and agrees that any recharge payments notified to the Producer by Channel 4 in respect of payments due to Directors UK (formerly the DPRS) may be deducted by Channel 4 from the scheduled payment due on Technical Acceptance.
Clause type: investments
 Borrower shall not permit the aggregate amount of its Investments (as determined in accordance with GAAP) in Subsidiaries that are not Loan Parties to exceed 30% of Tangible Net Worth.
Clause type: payment
 The face amount of this Note and interest thereon at the rate of nine percent (9%) per annum, shall be due and payable in full at the offices of the Holder by 12 a.m. Eastern Standard Time, December 31, 2011 (the “Due Date”) unless an extension is mutually agreed to by the parties in writing. If any amount payable under this Note is not paid in full when due, the outstanding principal and interest owed hereunder shall be due and payable in full together with interest thereon from the date of such default at the rate of fifteen percent (15%) per annum or the highest rate permitted by applicable law, if lower.
Clause type: investment-company-act
 Neither Global Funding nor any Issuing Trust is, and upon any sale of Funding Notes and the Notes as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus, will not be an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act").
Clause type: taxes
 Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company and the Company Subsidiaries have filed all federal, state, local and foreign income and franchise Tax returns required to be filed through the Signing Date, subject to permitted extensions, and have paid all Taxes due thereon, and (ii) no Tax deficiency has been determined adversely to the Company or any of the Company Subsidiaries, nor does the Company have any knowledge of any Tax deficiencies. “Tax” or “Taxes” means any federal, state, local or foreign income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or add on minimum, ad valorem, transfer or excise tax, or any other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, imposed by any Governmental Entity.
Clause type: vesting
 A Directory’s interest in the value of his or her Deferral Account shall at all times be 100% vested. However, a Director’s right to be paid by the Bank remains subject to the claims of the Bank’s general creditors.
Clause type: board
 “Board of Directors” means the Board of Directors of the Company.
Clause type: termination
Until the Closing Date, this Agreement may be terminated by the Representatives on behalf of the Underwriters by giving notice as hereinafter provided to the Company if (i) the Company will have failed, refused or been unable, at or prior to the Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any of the events described in Sections 6(d) of this Agreement, shall have occurred, or (iii) any other condition to the Underwriters’ obligations hereunder is not fulfilled. Any termination of this Agreement pursuant to this Section 9 will be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 4(e) and 7 hereof. Any notice referred to above may be given at the address specified in Section 11 of this Agreement in writing or by telegraph or telephone, and if by telegraph or telephone, will be immediately confirmed in writing.