bhaskrr/legal-clauses huggingface dataset:
Clause type: notices
All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, or by telecopy or telefacsimile, upon confirmation of receipt, (b) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service, or (c) on the tenth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:
Clause type: interest
 The Borrower shall pay interest on the unpaid principal amount of each Loan owing to each Lender from the date of such Loan until such principal amount shall be paid in full, at the Applicable Rate for such Loan (except as otherwise provided in this subsection (b)), payable as follows:
Clause type: investments
 Except for Permitted Existing Investments in an amount not greater than the amount thereof on the Closing Date and except to the extent permitted pursuant to paragraph (G) below, neither Brightpoint nor any of its Subsidiaries shall directly or indirectly make or own any Investment except:
Clause type: capitalization
 As of the date hereof, the authorized capital stock of the Company is as set forth in Schedule 2.1(c). All of such outstanding shares of capital stock have been, or upon issuance will be, validly authorized and issued, fully paid and nonassessable and were issued in accordance with the registration or qualification provisions of the Securities Act, or pursuant to valid exemptions therefrom. Except as disclosed in Schedule 2.1(c), (i) no shares of the Company's capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company, nor is any holder of the Common Stock entitled to preemptive or similar rights arising out of any agreement or understanding with the Company by virtue of any Transaction Document, (ii) there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, or giving any Person (as defined below) any right to subscribe for or acquire, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, (iii) there are no outstanding debt securities, (iv) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except the Registration Rights Agreement), (v) there are no outstanding securities of the Company or any of its Subsidiaries which
Clause type: entire
Agreement. This Agreement constitutes the entire agreement between the Company and the Independent Director with respect to the subject matter hereof, and supersedes all prior understandings and agreements with respect to such subject matter.
Clause type: grant
 Subject to the terms and conditions of this Agreement, as of the Effective Date as to the Initial Lease Sites, and thereafter as of the applicable Subsequent Closing Date as to each Managed Site converted to a Lease Site hereunder pursuant to a Subsequent Closing, Tower Operator hereby leases to AT&T Collocator, and AT&T Collocator hereby leases from Tower Operator, the AT&T Collocation Space of all of the Lease Sites. Subject to the terms and conditions of this Agreement, as of the Effective Date as to each Managed Site, until the applicable Subsequent Closing Date with respect to such Site (if any), Tower Operator hereby reserves and makes the AT&T Collocation Space available for the exclusive use and possession of AT&T Collocator except as otherwise expressly provided herein, whether or not such AT&T Collocation Space is now or hereafter occupied. Notwithstanding anything to the contrary herein, no leasehold, subleasehold or other real property interest is granted pursuant to this Agreement in the AT&T Collocation Space at any Managed Site until the Subsequent Closing at which such Managed Site is converted to a Lease Site. Tower Operator and AT&T Collocator acknowledge and agree that this single Agreement is indivisible, intended to cover all of the Sites and is not a separate lease and sublease or agreement with respect to individual Sites, and for bankruptcy-law purposes (and without impairing the express rights of any Party hereunder), all Parties intend that this Agreement be treated as a single indivisible Agreement.
Clause type: governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without reference to the principles of conflict of laws thereof.
Clause type: now
THEREFORE in consideration of the mutual promises set forth in this Agreement, the parties agree as follows:
Clause type: representations
and Warranties. The representations and warranties of Purchaser that are qualified as to materiality shall be true and correct, and those that are not so qualified shall be true and correct in all material respects, as of the date of this Agreement and as of the time of the Closing as though made at and as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties that are qualified as to materiality shall be true and correct, and those that are not so qualified shall be true and correct in all material respects, on and as of such earlier date) and the Company shall have received a certificate signed by an authorized officer of Purchaser to such effect.
Clause type: headings
The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.
Clause type: board
 The Company shall cause Employee to be nominated as a member of the Board of Directors of the Company and each of its subsidiaries at all times during the Term. Employee shall agree to faithfully serve the Company as a member of all such Boards upon election.
Clause type: whereas
the Company proposes to sell [If Warrants are sold with other securities—title of such other securities being offered (the “Other Securities”) with] warrant certificates evidencing one or more warrants (the “Warrants” or, individually, a “Warrant”) representing the right to purchase [title of Debt Securities purchasable through exercise of Warrants] (the “Warrant Debt Securities”), such warrant certificates and other warrant certificates issued pursuant to this Agreement being herein called the “Warrant Certificates”; and
Clause type: capitalization
 The entire authorized capital stock of the Company consists of 10,000,000 voting shares of Common Stock, of which 2,060,000 shares of Common Stock are issued and outstanding as of the date hereof. All of the issued and outstanding shares of Common Stock have been duly authorized, are validly issued, fully paid, and nonassessable, are held of record by the Sellers as disclosed in Exhibit 4.3 and were not issued to or acquired by the Sellers in violation of any Applicable Law applicable to the Company, or of any agreement to which the Company is a party, or of any preemptive rights granted by the Company or, to the Knowledge of the Company, any other Person. Except as disclosed in Exhibit 4.3, (i) no shares of capital stock or other equity interests of the Company are reserved for issuances or are held as treasury shares, (ii) there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments relating to the capital stock or other equity interests of the Company, granted by the Company or, to the Knowledge of the Company, any other Person, (iii) there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company, (iv) there are no obligations, contingent or otherwise, of the Company or, to the Knowledge of the Company, any of the Sellers or any other Persons, to purchase, redeem or otherwise acquire any capital stock or other equity interests of the Company, (v) there are no agreements or understandings, including voting trusts and proxies, among or by the Company and any of the Sellers or any other Persons with respect to the Company, and (vi) there are no dividends which have accrued or have been declared but are unpaid on the capital stock or other equity interests of the Company.
Clause type: employee_benefits
 (a) Section 3.09(a) of the Company Disclosure Letter sets forth a complete and accurate list, as of the date of this Agreement, of each material Company Benefit Plan and each material Company Benefit Agreement.
Clause type: investments
 Except to the extent permitted pursuant to Section 7.3(G), neither the Borrower nor any of its Subsidiaries shall directly or indirectly make or own any Investment except: Investments in cash and Cash Equivalents; Permitted Existing Investments in an amount not greater than the amount thereof on the Closing Date; Investments in trade receivables or received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; Investments consisting of deposit accounts maintained by the Borrower and its Subsidiaries in the ordinary course of business in connection with its cash management system; provided, that funds deposited in such deposit accounts are deposited pursuant to a Collection Account Agreement in compliance with Section 7.2(N); Investments consisting of non-cash consideration from a sale, assignment, transfer, lease, conveyance or other disposition of property permitted by Section 7.3(B); Investments constituting Permitted Acquisitions; Investments constituting Indebtedness permitted by Section 7.3(A) or Contingent Obligations permitted by Section 7.3(E) or Restricted Payments permitted by Section 7.3(F); Investments (a) by the Borrower in any wholly-owned Subsidiary, in Mandara U.S. or, from and after the date on which the Administrative Agent receives an executed Pledge Agreement providing the agent a perfected Lien on the Capital Units of Mandara Asia owned directly by Mandara Holdings Asia together with an opinion of counsel in form and substance reasonably satisfactory to the Administrative Agent, Mandara Asia, and (b) prior to the date described in clause (a), by the Borrower in Mandara Asia in an aggregate amount not to exceed $250,000 (excluding Investments in Mandara Asia permitted by Section 7.3(A)); Investments constituting contributions to and payments of benefits by the Borrower or its Subsidiaries under any Plan in existence as of the Closing Date as required by the benefit commitments in such Plan as of the Closing Date; Investments set forth on Schedule 7.3(D) hereto arising under or contemplated by the Acquisition Documents; and Investments in addition to those permitted elsewhere in this Section 7.3(D) in an aggregate amount not to exceed $3,000,000 in the aggregate at any time outstanding; provided, however, that the Investments described in clause (vi) above shall not be permi...
Clause type: definitions
Capitalized terms used in this Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.
Clause type: interest
 (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus 4.00%.
Clause type: taxes
 The Company has paid all federal, state, local and foreign taxes and filed all tax returns required to be paid or filed through the date hereof; and except as otherwise disclosed in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no tax deficiency that has been, or could reasonably be expected to be, asserted against the Company or any of its properties or assets.
Clause type: counterparts
This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.
Clause type: whereas
Manager desires to appoint Subadviser as investment subadviser to provide the investment advisory and administrative services to the Fund specified herein, and Subadviser is willing to serve the Fund in such capacity; and
Clause type: investments
 The Borrower shall not purchase or acquire the obligations or stock of, or any other or additional interest in, any person whatsoever, except (i) general obligations of, or obligations unconditionally guaranteed as to principal and interest by, the United States of America, (ii) bonds, debentures, participation certificates or notes issued by any agency or corporation which is or may hereafter be created by Act of the Congress of the United States as an agency or instrumentality thereof, (iii) public housing bonds, temporary notes or preliminary loan notes, fully secured by contracts with the United States, and (iv) certificates of deposit issued by a lender acceptable to the Lender.
Clause type: ownership_of_shares
 The Company acknowledges that prior to the redemption of any of the Shares as contemplated by this Agreement, Motorola shall retain title to such Shares and shall be entitled to receive and retain dividends and other distributions with respect to such Shares. In connection herewith, Motorola shall grant to the Company a proxy to vote the Shares in all matters for which shareholders of the Company shall be entitled to vote; provided, however, that such proxy shall terminate in the event of a default by the Company of any of its obligations under this Agreement if such breach is not cured within ten (10) days after receipt of notice of such breach from Motorola.
Clause type: headings
Headings are for the convenience of the parties and are not deemed to be part of this Agreement.
Clause type: interest
 (a) Borrower hereby promises to pay to Administrative Agent for the account of each Lender interest on the unpaid principal amount of each Loan made or maintained by such Lender to Borrower for the period from and including the date of such Loan to but excluding the date such Loan shall be paid in full at the following rates per annum:
Clause type: headings
Introductory headings at the beginning of each section -------- and subsection of this Agreement are solely for the convenience of the parties and shall not be deemed to be a limitation upon or description of the contents of any such section and subsection of this Agreement.
Clause type: ownership_of_shares
 Stockholder represents and warrants that (a) it is the protector of trust of the Shares and it does not own beneficially or of record any other capital stock of the Company, (b) the Shares are validly issued, fully paid and nonassessable and (c) except for the encumbrances and restrictions arising hereunder, it has no knowledge of the Shares that are owned by Stockholder being subject to any pledges, liens, security interests, adverse claims, assessments, proxies, participations, options, equities, charges or encumbrances of any nature whatsoever with respect to the ownership of or right to vote or dispose of such Shares, except for applicable securities laws and the transactions documents under which they were issued.
Clause type: base-salary
 As compensation for his services hereunder during the Executive’s employment as CEO, the Company agrees to pay the Executive a base salary at the rate of Three Hundred and Seventy-five Thousand Dollars ($375,000) per annum, payable in accordance with the Company’s normal payroll schedule, or on such other periodic basis as may be mutually agreed. The Company may withhold from any amounts payable under this Agreement for such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation. In no event shall Executive’s salary be reduced below his current salary (or, subsequent to any increases, below his then current salary) during the Employment Period. Executive’s salary shall be subject to annual review by the Board at or before the meeting of the Company’s board of directors held in connection with the annual general meeting of shareholders, based on corporate policy and contributions made by Executive to the Company. Any annual salary increase will take effect on the respective anniversary date of this Agreement.
Clause type: capitalization
 The Company has authorized and outstanding capital stock as set forth under the caption “Description of Common Stock and Warrants” in the Memorandum. The certificates evidencing the Shares and the Warrants are in due and proper legal form and have been duly authorized for issuance by the Company. All of the issued and outstanding shares of Common Stock have been duly and validly issued and are fully paid and nonassessable. There are no statutory preemptive or other similar rights to subscribe for or to purchase or acquire any shares of Common Stock of the Company or any of its subsidiaries or any such rights pursuant to its Certificate of Incorporation or by-laws or any agreement or instrument to or by which the Company or any of its subsidiaries is a party or bound other than this Agreement. All of the Company’s options, warrants and other rights to purchase or exchange any securities for shares of the Company’s capital stock have been duly authorized and validly issued, conform to the description thereof contained in the SEC Documents and the Memorandum and were issued in compliance with federal and state securities laws. There is no and has been no policy or practice of the Company to intentionally coordinate the grant of options to employees with the release or other public announcement of material information regarding the Company or its results of operations or prospects to minimize the exercise price of such options. The Shares, when issued and delivered and paid for as provided herein, will be duly and validly issued, and will be fully paid and nonassessable and will be issued free and clear of any security interests, liens, encumbrances, equities or claims. As of the Closing Date and subject to approval of the Company’s stockholders of an increase in the number of authorized shares of Common Stock, the Company will have reserved from its duly authorized capital stock the number of Warrant Shares, required to be reserved pursuant to the Warrant Agreements. The Warrant Shares, when issued and delivered against receipt of payment therefor upon exercise of the Warrants in accordance with their terms, will be duly authorized, validly issued, fully paid and nonassessable and will be issued free and clear of any security interests, liens, encumbrances, equities or claims. Except as disclosed in the Memorandum, the SEC Documents and the Disclosure Schedules attached hereto, there is no outstanding option, warrant or other right calling for the issuance of...
Clause type: assignment
This Agreement is binding upon and inures to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. The rights granted the Investors under this Agreement may be assigned to any purchaser of substantially all of the Registrable Securities (or the rights thereto) from an Investor, as otherwise permitted by the Purchase Agreement.
Clause type: severability
The provisions of this Agreement shall be regarded as divisible, and if any of said provisions or any part hereof are declared invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remainder of such provisions or parts hereof and the applicability thereof shall not be affected thereby.
Clause type: base-salary
 The Employer shall pay Executive a salary of not less than $178,000 per year (“Base Salary”). Such Base Salary shall be payable biweekly, or with such other frequency as officers and employees are generally paid. During the period of this Agreement, Executive’s Base Salary shall be reviewed at least annually. Such review shall be conducted by the Chief Executive Officer, and the Employer may increase, but not decrease, Executive’s Base Salary (with any increase in Base Salary to become “Base Salary” for purposes of this Agreement).
Clause type: interest
 If the Company fails to pay any sum on the due date for payment of that sum, the Company shall pay interest to the Security Trustee on any such sum (before and after any judgment and to the extent interest at a default rate is not otherwise being paid on such sum) from the date of demand until the date of payment calculated on a daily basis at the rate determined in accordance with the provisions of Section 2.6(c) (Default Rate) of the Credit Agreement.
Clause type: entire
Agreement. This Agreement (including all schedules, appendices, exhibits and attachments hereto) constitutes the entire Agreement between the parties with respect to the subject matter hereof.
Clause type: grant
 The Company hereby grants, delivers, releases, assigns and conveys to the Trustee, to be held in trust for the benefit of the Beneficiaries of the Trust, all of the Company's right, title, interest in, to and under, the Retained Assets, for the uses and purposes stated herein, subject to the terms and provisions set out below, and the Trustee hereby accepts such Retained Assets, subject to the following terms and provisions.
Clause type: interest
 GSK shall pay interest to Welichem on the aggregate amount of any payments that are not paid on or before the date such payments are due under this Agreement at a rate per annum equal to the lesser of the prime rate of interest plus [***], as reported by THE WALL STREET JOURNAL, or the highest rate permitted by Applicable Law, compounded annually, and calculated on the number of days such payments are paid after the date such payments are due.
Clause type: entire
Agreement. This Agreement represents the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or understandings between the Corporation and the Executive. The Agreement may be amended at any time by mutual written agreement of the parties hereto.
Clause type: board
 (a) At the Effective Time the Company shall appoint one designee of the Investor as a director. Subject to Section 2.1(d), in connection with each election of directors of the Company on and after the Effective Time, the Investor shall have the right to designate for election to the board of directors of the Company one nominee (the "Designee"), provided that the person designated as the Designee will be subject to approval by the board of directors of the Company and the governance or other nominating committee thereof, which approval will not be withheld unless, based on advice of counsel, such approval would be inconsistent with the fiduciary duties of the members of the board of directors of the Company. The Designee elected or appointed to the board of directors of the Company shall continue to serve as a director of the Company until the next election of directors.
Clause type: board
 2.1 The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the stockholders who (a) are present in person or by proxy at a meeting held to elect directors, and (b) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.