bhaskrr/legal-clauses huggingface dataset:
Clause type: financing
 (a) Parent shall use its commercially reasonable best efforts to: (i) negotiate definitive agreements with respect to the Debt Financing on the terms and conditions contemplated by the Financing Commitments or, to the extent the financing contemplated by the Financing Commitments is not available to Parent, on terms that are not materially less favorable, in the aggregate, to Parent and the Company (as determined in the reasonable judgment of Parent, and with such determination based in part of the relevant closing conditions) than the terms of the Debt Financing Commitment and subject to Section 5.12(b); (ii) satisfy on a timely basis all conditions set forth in such Debt Financing Commitments applicable to Parent and Merger Sub that are within their control; (iii) obtain, at or prior to the Closing Date the financing necessary such that Parent and Merger Sub, in either case, will have at and after the Closing funds sufficient to pay all of the amounts payable under Article I of this Agreement or otherwise in connection with the Merger and related fees and expenses of the parties associated therewith; (iv) fully enforcing the Lender’s obligations (and the rights of Parent and Merger Sub) under the Debt Financing Commitment; and (v) fully enforcing the Sponsors’ obligations (and the rights of Parent and Merger Sub) under the Equity Financing Commitment. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitments, Parent shall use its commercially reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms not materially less favorable, in the aggregate, to Parent (as determined in the reasonable judgment of Parent) as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt notice of any material breach by any party to the Financing Commitments, of which Parent becomes aware, or any termination of the Financing Commitments.
Clause type: miscellaneous
(a) All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto (including without limitation transferees of any Registrable Securities), whether so expressed or not.
Clause type: investment_company
 Seller is not (a) an investment company or a company controlled by an investment company within the meaning of the Investment Company Act of 1940, as amended or (b) subject in any respect to the provisions of said act.
Clause type: miscellaneous
12.1 A copy of the Articles of Incorporation establishing Metropolitan Series Fund, Inc. is on file with the Secretary of State of Maryland, and notice is hereby given that this Agreement is executed on behalf of the Fund by officers of the Fund as officers and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the Directors, officers or shareholders of the Fund individually but are binding only upon the assets and property belonging to the Series.
Clause type: interest
 5.1 You must have a minimum of £1,000 in the account to earn interest.
Clause type: representations
and Warranties. The representations and warranties of the Bank and the Issuing Entity contained herein are true and correct in all material respects on and as of the Closing Date as if made on and as of the Closing Date, and each of the Bank and the Issuing Entity shall have complied with all agreements and all conditions on its part to be performed or satisfied hereunder and, as applicable, under the applicable Terms Agreement on or prior to the Closing Date.
Clause type: miscellaneous
This Agreement shall be binding upon Merchant as well as its successors, assigns, related companies and Affiliated Entity (as defined below) as well as any company or person (or group of persons working together) that purchases substantially all of the Merchant’s assets or a majority of its voting interests and/or control over the Merchant. This Agreement shall inure to the benefit of Purchaser, its successors and assigns. This Agreement constitutes the entire Agreement between the Parties, and no representations, agreements, or understandings of any kind, either written or oral, shall be binding upon the parties unless expressly contained herein. This Agreement is a complete and exhaustive statement of the terms of the parties’ agreement, which may not be explained or supplemented by evidence of consistent or inconsistent additional terms or contradicted by evidence of any prior or contemporaneous agreement. The Parties may change any of the terms of this Agreement or amend this Agreement but any such changes or amendments shall not be effective unless they are in writing, agreed to by both Parties, and signed by Merchant and/or Guarantor(s) as applicable. If any of the provisions of this Agreement are determined to be invalid, illegal or unenforceable in any respect, the remaining provisions shall not be affected in any manner. All Parties hereby acknowledge having the full power and authority to enter into and perform the obligations under this Agreement. Merchant and Guarantor(s) agree to execute such further and additional documents, instruments, and writings as may be necessary, proper, required, desirable, or convenient for the purpose of fully effectuating the terms and provisions of this Agreement. The information submitted by Merchant as part of its application for this transaction is hereby incorporated into and made a part of this Agreement. The signatures to this Agreement may be evidenced by facsimile copies or other electronic means reflecting the Party’s signature hereto, and any such copy or signature shall be sufficient as if it were an original signature. In lieu of a signature, Purchaser shall be deemed to have accepted the terms of this Agreement upon payment of the Purchase Price to Merchant. Paragraph 10 and paragraphs 12 through 18 shall survive any termination, satisfaction or cancellation of this Agreement.
Clause type: assignment
The Assignor does hereby sell, assign, convey, transfer and set over unto the Assignee as of the Transfer Date all of its present and future right, title and interest in, under and with respect to the Trust Property and the Scheduled Documents and each other contract, agreement, document or instrument relating to the Trust Property or the Scheduled Documents (such other contracts, agreements, documents or instruments, together with the Scheduled Documents, to be referred to as the “Assigned Documents”), and any proceeds therefrom, together with all documents and instruments evidencing any of such right, title and interest.
Clause type: capitalization
 The Company agrees to purchase voting (Class D) stock in Farm Credit Services of Mid-America, ACA (“ACA”), (currently a minimum of $1,000.00 worth of stock consisting of at least 200 shares of $5.00 par value stock) as required under the policy of ACA at the time of acquisition. ACA policy may change from time to time. Farm Credit shall have a first lien on the stock for payment of any liability of the Company to Farm Credit. Said stock shall be owned as follows: Owner Name: Green Plains Obion LLC SSN/TIN: 20-1834045 The Company authorizes and appoints the following to act on behalf of all owners, to vote the Class D stock, and to accept, receive and receipt for any dividends declared on the stock: Jerry Peters, voter Upon repayment of a loan, retirement of the stock shall occur only at the discretion of ACA’s board of directors, and then only if ACA meets capital adequacy standards established under Section 4.3A of the Farm Credit Act. Should ACA’s capital become impaired, so the book value of the stock is less than par value or face amount, the stock may be retired for an amount equal to book value. The Company shall be obligated to repay the full amount of any loan, including the amount attributable to the purchase of stock, regardless of whether ACA’s capital is impaired. Company further agrees that a security interest is granted to ACA in all such stock now owned and hereafter acquired, however designated or classified, and all equity reserve and allocated surplus in ACA, its successors and assigns, to secure the loans.
Clause type: base-salary
 The EMPLOYEE shall receive during the TERM an annual salary payable in equal installments not less often than monthly. The amount of such annual salary shall be $__________ until changed by the Board of Directors of the COMPANY in accordance with Section 3(b) below.
Clause type: investment-company-act
 None of the Loan Parties is or is required to be registered as an “investment company” under the Investment Company Act of 1940.
Clause type: investment-company-act
 The Company is not, and immediately after giving effect to the sale of the Purchased Shares in accordance with this Agreement and the application of the proceeds thereof will not be required to be registered as, an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act.
Clause type: indemnification
(a) Notwithstanding the Participating Fund's obligation to the Repo Custodian under Paragraph 12(b) below, so long as and to the extent that Repo Custodian is in the exercise of reasonable care and diligence and acts without negligence, misfeasance or misconduct, Seller will indemnify Repo Custodian and hold it harmless against any and all losses, claims, damages, liabilities or actions to which it may become subject, and reimburse it for any expenses (including attorneys' fees and expenses) incurred by it in connection therewith, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon or in any way related to this Agreement, the Master Agreement or those arrangements. Without limiting the generality of the foregoing indemnification, Repo Custodian shall be indemnified by Seller for all costs and expenses, including attorneys' fees, for its successful defense against claims that Repo Custodian breached its standard of care and was negligent or engaged in misfeasance or misconduct.
Clause type: severability
If any part of this Agreement is contrary to, prohibited by, or deemed invalid under Applicable Laws, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as possible.
Clause type: board
 The Executive is currently a member of the Board, and during the Employment Term, the Company will, in good faith, include Executive on the Company’s slate of nominees to be elected to the Board at appropriate meetings of stockholders of the Company. Upon termination of the Employment Term for any reason, Executive will promptly resign as a director of the Company if the Board so requests.
Clause type: counterparts
This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart hereof by facsimile or other electronic means shall be equally effective as delivery of an originally executed counterpart.
Clause type: investment-company-act
 The Issuer is not, and upon the issuance and sale of the Series 2018-1 Notes as herein contemplated and the pro forma application of the net proceeds therefrom as described in the Disclosure Package and the Final Offering Memorandum would not be, required to register as an “investment company” under the 1940 Act, in reliance on one or more exemptions or exclusions from the definition thereof, including Rule 3a-7 thereunder and the exception to the definition of “investment company” set forth in Section 3(a)(9) of the 1940 Act, and not including the exemptions therefrom provided by Sections 3(c)(1) or 3(c)(7) of the 1940 Act.
Clause type: payment
 1. Amounts payable under this Agreement are due and payable within thirty (30) days after the bill date of USWC's invoice. During the initial three billing cycles of this Agreement, Reseller and USWC agree that undisputed amounts shall be paid as provided herein. Reseller and USWC further agree that, during said three billing cycle period, they will cooperate to resolve amounts in dispute or billing process issues in a timely manner but no later than sixty (60) days after the bill date of USWC's invoice or identification and notice of the billing process issue. Disputed amounts will be paid within thirty (30) days following resolution of the dispute.
Clause type: taxes
 (a) Except as set forth in Section 3.15(a) of the Company Disclosure Schedule, all material Tax Returns that are required to be filed by or with respect to the Company and each Company Subsidiary have been filed or will be filed in a timely manner (with applicable extension periods), and such Tax Returns are true, accurate and complete in all material respects. All Taxes shown to be due on such Tax Returns have been timely paid in full or will be timely paid in full by the due date thereof, any deficiencies resulting from examinations of such Tax Returns have either been paid or are being contested in good faith, and no extensions or waivers of statutes of limitation have been given by or requested with respect to any Taxes of the Acquired Companies. The Company has made available to Parent copies of all Tax Returns, Tax opinions and legal memoranda, audit reports, letter rulings and similar documents for the Acquired Companies for the past three (3) years, including any Tax ruling obtained from any Israel Tax Authority. No power of attorney granted by the Company or any of the Company Subsidiaries with respect to any Taxes is currently in force.
Clause type: definitions
In addition to the words and terms elsewhere defined in this Agreement, the following words and terms as used herein shall have the following meanings, unless the context or use indicates a different meaning:
Clause type: governing
Law. The validity, interpretation, construction and enforceability of this Agreement shall be governed by the laws of the State of Texas.
Clause type: whereas
the Adviser has the authority under the Advisory Agreement to select and contract with one or more sub-advisers to sub-advise the portfolios of the Trust and the Adviser desires to retain the Sub-Adviser to render investment sub-advisory and certain other services to the portfolio(s) (or an allocated portion thereof) of the Trust specified in Appendix A hereto, as amended from time to time (“Portfolio(s)”), in the manner and on the terms hereinafter set forth;
Clause type: ownership_of_shares
 Upon completion of the Split-Off, FNF and its Subsidiaries, as applicable, will be the Beneficial Owner(s) of the FNF Splitco Shares, in each case, free and clear of all pledges, liens, proxies, claims, charges, security interests, preemptive rights, voting trusts, voting agreements, options, rights of first offer or refusal and any other encumbrances whatsoever with respect to the ownership, transfer or other voting of such FNF Splitco Shares (collectively, “Liens”), other than encumbrances created by this Agreement and any restrictions on transfer under applicable federal and state securities laws.
Clause type: insurance
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged. A list of the Company's insurance contracts and policies are set forth on the Disclosure Schedules. To the best of Company's knowledge, such insurance contracts and policies are accurate and complete. Neither the Company nor any Subsidiary has any reason to believe it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.
Clause type: headings
The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement’s construction or interpretation.
Clause type: representations
and Warranties. Each Credit Party represents and warrants to the Lenders and the Administrative Agent that (i) the execution of this Fifth Amendment has been duly authorized and this Fifth Amendment has been duly and validly executed and delivered by the Credit Parties and constitutes each Credit Party’s legal, valid and binding obligation, enforceable against it in accordance with its terms; (ii) no Default or Event of Default shall have occurred and be continuing; and (iii) the representations and warranties made by each Credit Party, in Article 5 of the Credit Agreement are true and correct on the date hereof as if made on and as of the date hereof and as if each reference in said Article 5 to “this Agreement” included reference to the Credit Agreement as amended hereby.
Clause type: conversion_of_shares
 At the Effective Time, by virtue of the Merger and without any action on the part of NAFH, CBKN or the holders of any shares of capital stock of NAFH or CBKN:
Clause type: ownership_of_shares
 Each Shareholder legally or beneficially owns the number of shares of Common Stock set forth opposite their name on Annex A hereto. The number of shares of Common Stock set forth opposite their name on Annex A hereto are all of the shares of Common Stock legally or beneficially owned by them. Each Shareholder has sole voting power and sole power of disposition, in each case with respect to all of shares of Common Stock set forth opposite his or her name on Annex A hereto, with no limitations, qualifications or restrictions on such rights, subject only to applicable securities laws and the terms of this Agreement and as otherwise noted on Annex A.
Clause type: investment-company-act
 Neither the Company nor any of its Subsidiaries is an “investment company” that is required to be registered under the Investment Company Act of 1940, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder.
Clause type: termination
This Guaranty shall remain in full force and effect until indefeasible payment in full of the Guarantied Obligations and the other Obligations and the termination or cancellation of the Credit Agreement in accordance with its terms.
Clause type: now
THEREFORE in consideration of the foregoing premises and the mutual covenants herein contained, the Parties hereby agree as follows:
Clause type: compensation
 For the services provided and the expenses assumed by the Subadviser pursuant to this Agreement, the Manager, not the Trust or any Fund, will pay to the Subadviser a fee, computed daily and payable monthly, at an annual rate, as set forth on Schedule A, of the average daily net assets of the Fund.
Clause type: severability
The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.
Clause type: financing
 The Company agrees to provide, and shall cause its Subsidiaries and its and their Representatives to provide, on a timely basis, all reasonable cooperation in connection with the arrangement of any financing as may be requested by Parent (provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (i) participation in meetings and due diligence sessions, (ii) furnishing Parent and its financing sources with financial and other pertinent information regarding the Company as may be reasonably requested by Parent, including financial statements and financial data, and (iii) providing and executing documents as may be reasonably requested by Parent; provided, that none of the Company or any Subsidiary shall be required to pay any commitment or other similar fee or incur any other liability in connection with any such financing prior to the Effective Time. All non-public or otherwise confidential information regarding the Company obtained by Parent or its Representatives pursuant to this Section 5.12 shall be kept confidential in accordance with the Non-Disclosure Agreement; provided, that Parent and its Representatives shall be permitted to disclose information as necessary and consistent with customary practices in connection with any such financing.
Clause type: termination
5.1 Either party may give not less than seven Academy Financial Years’ written notice to terminate this Agreement, such notice to expire on 31 August 2020 or any subsequent anniversary of that date.
Clause type: base-salary
 Employee shall be paid a base salary (the “Base Salary”) at an annual rate of $120,000, payable at such intervals as the other executive officers of the Company are paid, but in any event at least on a monthly basis. On each January 1 following the Commencement Date, commencing January 1, 2003, Base Salary shall be increased annually by no less than 4% over the immediately preceding year’s Base Salary.
Clause type: compensation
 For the services provided hereunder, the Trust agrees to pay BNY Mellon such compensation as is mutually agreed to in writing by the Trust and BNY Mellon from time to time and such reasonable out-of-pocket expenses (e.g., telecommunication charges, postage and delivery charges, costs of independent compliance reviews, record retention costs, reproduction charges and transportation and lodging costs) as are incurred by BNY Mellon in performing its duties hereunder. Except as hereinafter set forth, compensation shall be calculated and accrued daily and paid monthly. The Trust authorizes BNY Mellon to debit the Trust’s custody account for all amounts due and payable hereunder. BNY Mellon shall deliver to the Trust invoices for services rendered after debiting the Trust’s custody account with an indication that payment has been made. Upon termination of this Agreement before the end of any month, the compensation for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the effective date of termination of this Agreement. For the purpose of determining compensation payable to BNY Mellon, the Trust’s Net Asset Value shall be computed at the times and in the manner specified in the Trust’s Offering Materials.
Clause type: compensation
 As compensation for services hereunder rendered, Executive shall receive during the Term:
Clause type: taxes
 (a) The Company and the Company Subsidiaries have timely filed or caused to be filed with the appropriate Tax or governmental authority all material Tax Returns required to be filed by them and all such Tax Returns are true, correct and complete in all material respects. The Company and the Company Subsidiaries have timely paid or caused to be paid all material Taxes due with respect to the taxable periods covered by such Tax Returns and all other Taxes otherwise due and payable, and the most recent financial statements included in the Filed SEC Documents reflect an adequate reserve (including any reserve for deferred Taxes) for all Taxes not yet due but that are payable for periods or portions thereof accrued through the date of such financial statements.