bhaskrr/legal-clauses huggingface dataset:
Clause type: miscellaneous
The captions or headings contained in this Agreement are for reference purposes only and shall not effect in any way the meaning or interpretation of this Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. No representation, promise, inducement or statement of intent has been made by any party to this Agreement to any other party to this Agreement or any director, officer, stockholder, partner, agent, attorney or employee thereof which is not embodied in this Agreement, and no party or director, officer, stockholder, partner, agent, attorney or employee shall be bound by or liable for any alleged representation, promise, inducement or statement of intention not embodied herein. This Agreement may be executed in several counterparts each of which shall be deemed an original and all of which shall constitute one and the same instrument. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the situs of the Property, notwithstanding the application of any principles of conflicts of laws. Seller and Purchaser shall execute such modifications or amendments to this agreement as may be necessary or desirable in order to conform the intentions of the parties as set forth or as reasonably intended hereunder to the laws of the situs of the Property. This Agreement may not be amended except by an instrument in writing duly executed and delivered on behalf of each of the parties hereto. This Agreement shall be binding upon and inure to the benefit of any successor to Seller or Purchaser subject to the restrictions contained herein with respect to assignment of this Agreement. Wherever provision is made herein for the execution and delivery of any document or instrument by Seller, such document or instrument shall be executed and delivered by the duly authorized officers of Seller.
Clause type: investment-company-act
 Neither of VTDC or Valero McKee is subject to regulation under the Investment Company Act of 1940, as amended.
Clause type: grant
 CEP hereby grants to Executive all right, title and interest in and to the record and beneficial ownership of the Restricted Units, subject to the conditions described herein.
Clause type: investment-company-act
 The Lessor is not an "investment company" or a company controlled by an "investment company" within the meaning of the Investment Company Act.
Clause type: whereas
the Company has requested that the Trustee execute and deliver this First Supplemental Indenture and all requirements necessary to make this First Supplemental Indenture a valid instrument in accordance with its terms, and to make the Debentures, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been performed, and the execution and delivery of this First Supplemental Indenture has been duly authorized in all respects: NOW THEREFORE, in consideration of the purchase and acceptance of the Debentures by the Holders thereof, and for the purpose of setting forth, as provided in the Indenture, the form and substance of the Debentures and the terms, provisions and conditions thereof, the Company covenants and agrees with the Trustee as follows:
Clause type: investments
 Any investments by the Company or the Operating Partnership in Real Property and Real Estate Related Assets.
Clause type: base-salary
 The Executive shall receive an initial salary of Three Hundred and Twenty-Five Thousand Dollars ($325,000) (the “Base Salary”) paid in accordance with the Company’s payroll practices, as in effect from time to time. The Base Salary shall be reviewed on an annual basis by the Company and may be adjusted from time to time by the Company.
Clause type: whereas
the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that the Employee may have against the Company and any of the Releasees as defined below, including, but not limited to, any and all claims arising out of or in any way related to Employee’s employment with or separation from the Company;
Clause type: taxes
 (a) For purposes of this Agreement: “Tax” or “Taxes” means all Federal, state, local, foreign and other governmental taxes, fees, levies, duties, or similar assessments or charges (including, sales, use, ad valorem, value added, transfer, license, withholding tax on amounts paid, payroll, employment, excise, severance, stamp, occupation, property, environmental or windfall profit tax, premium, custom, duty or other tax), together with any interest, penalty, addition to tax or additional amount due, imposed by the Governmental Entity (domestic or foreign) responsible for the imposition of any such tax (a “Taxing Authority”). “Code” means the Internal Revenue Code of 1986, as amended. (b) Except as set forth in Schedule 3.14, (i) Seller and/or Parent have filed or caused to be filed in a timely manner (within any applicable extension periods) all material Tax returns, reports and forms required to be filed by the Code or by applicable state, local or foreign Tax laws, (ii) all Taxes shown to be due on such returns, reports and forms have been timely paid in full or will be timely paid in full by the due date thereof, and (iii) no material Tax Liens have been filed and no material claims are being asserted in writing with respect to any Taxes and Seller has no knowledge that any such claim shall be made. (c) Except as set forth in Schedule 3.14, (i) neither Parent nor any of its affiliates has made with respect to Seller, or any assets of the Business, any consent under Section 341 of the Code, (ii) none of the Acquired Assets is “tax exempt use property” within the meaning of Section 168(h) of the Code, and (iii) none of the Acquired Assets is a lease made pursuant to Section 168(f)(8) of the Internal Revenue Code of 1954 and (iv) there are no Liens for Taxes (other than current Taxes not yet due and payable) on any of the Acquired Assets. (d) Seller is not a “foreign person” within the meaning of Section 1445 of the Code.
Clause type: conversion_of_shares
 Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto or the shareholders of any of the parties hereto, the shares of the constituent corporations of the Merger shall be converted as follows:
Clause type: ownership_of_shares
 The Seller represents and warrants that (a) he owns twenty-five thousand, one hundred and twenty-nine and one-half (25,129.5) shares of Stock and does not own any other securities or other assets of the Company, that (b) he has at the Closing, good and valid title to all of such shares free and clear of any liens, pledges, security interests, adverse claims, equities, options, proxies, charges, encumbrances or restrictions (other than the restrictions set forth in the Company's Articles of Incorporation) and that he shall sign over such shares to the name of the Purchaser at the time of Closing, with said shares to be held by the Escrow Agent until the Purchaser pays the Seller for the purchase of said shares subject to terms of Section 1.2 (a) of the Purchase Agreement. As long as Purchaser remains current in his payments subject to terms of Section 1.2 (a) of the Purchase Agreement, the Seller gives to the Purchaser full voting rights of all stock being purchased.
Clause type: dividends
 In the event of a distribution of cash dividends in relation to a share CFD, a dividend adjustment will be made to the Client’s Balance with respect the underlying share’s Positions held by the Client at the end of business day which precedes the ex-dividend date. The dividend adjustment shall be calculated by the Company, based on the size of the dividend, the size of the Client’s position, taxation (if applicable) and whether it is a buy or a sell Transaction, whereby in long Positions the adjustment shall be credited to the Client’s Balance and in short positions the adjustment shall be debited from the Client’s Balance. Dividends shall be credited or debited from the Client’s Balance outside the underlying share’s trading hours and before and the opening of the share’s next trading day, and are contingent upon the Client holding its respective Position at the time of the dividend adjustment. During this period, in order to keep the fair value of the Client’s Equity until the opening of the next trading day, the Company shall adjust the Client’s Position in accordance with the dividend amount debited or credited from the Client’s Balance.
Clause type: assignment
The Contractor shall not assign any of its rights or obligations under the Contract, voluntarily or otherwise, in any manner without the prior written consent of DAS. DAS may void any purported assignment in violation of this section and declare the Contractor in breach of Contract. Any Termination by DAS for a breach is without prejudice to DAS’s or the State’s rights or possible Claims.
Clause type: definitions
For the purpose of this Article XIII, the following terms shall have the following meanings:
Clause type: investment_company
 Neither the Company nor any of its Subsidiaries is an "investment company" within the meaning of the Investment Company Act of 1940 and the rules and regulations promulgated thereunder, as amended from time to time, or any successors thereto.
Clause type: interest
 The Company promises to pay interest on the principal amount of this Note at the rate per annum shown above. The Company shall pay interest semi-annually on February 1 and August 1 of each year, commencing August 1, 2015. Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from January 30, 2015. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal at the rate borne by the Notes plus 1% per annum, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.
Clause type: payment
 The Ceding Company shall provide the Reinsurer with proper claim papers and proofs when requesting payment. The Reinsurer shall pay its share of each claim in a lump sum without regard to the form of claim settlement by the Ceding Company.
Clause type: definitions
The Original Indenture together with this Supplemental Indenture are hereinafter sometimes collectively referred to as the “Indenture.” For the avoidance of doubt, references to any “Section” of the “Indenture” refer to such Section of the Original Indenture as supplemented and amended by this Supplemental Indenture. All capitalized terms which are used herein and not otherwise defined herein are defined in the Original Indenture and are used herein with the same meanings as in the Original Indenture. If a capitalized term is defined in the Original Indenture and this Supplemental Indenture, the definition in this Supplemental Indenture shall apply to the Indenture and the Notes.
Clause type: interest
 (a) Each Borrower agrees to pay interest in respect of the unpaid principal amount of each Base Rate Loan made to it from the date the proceeds thereof are made available to such Borrower until the maturity thereof (whether by acceleration, demand or otherwise) at a rate per annum which shall be equal to the Base Rate in effect from time to time.
Clause type: capitalization
 All of the issued and outstanding shares of common capital stock of the Company (i) have been duly authorized and validly issued and are fully paid and non-assessable, (ii) were issued in compliance with all applicable state and federal securities laws, and (iii) 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 the shares of capital stock of the Company and no such rights arise by virtue of or in connection with the transactions contemplated hereby. There are no outstanding or authorized rights, options, warrants, convertible securities, subscription rights, conversion rights, exchange rights or other agreements or commitments of any kind that could require the Company to issue or sell any shares of its capital stock (or securities convertible into or exchangeable for shares of its capital stock). There are no outstanding stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company. There are no proxies, voting rights or other agreements or understandings with respect to the voting or transfer of the capital stock of the Company. The Company is not obligated to redeem or otherwise acquire any of its outstanding shares of capital stock.
Clause type: termination
Subject to Section 11.03, this Agreement shall terminate upon notice to the Trustee of either: (a) the latter of the final payment or other liquidation of the last Mortgage Loan or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and the remittance of all funds due thereunder, or (b) mutual consent of the Servicer, the Certificate Insurer and all Certificateholders in writing; provided, however, that in no event shall the Trust established by this Agreement terminate later than twenty-one years after the death of the last surviving lineal descendant of Joseph P. Kennedy, late Ambassador of the United States to the Court of St. James, alive as of the date hereof. Subject to Section 11.03, the Servicer may, at its option, and in the absence of the exercise thereof by the Servicer, the Certificate Insurer may, at its option, on any date on which the aggregate Principal Balances of the Mortgage Loans are less than ten percent of the sum of (i) the aggregate Principal Balances of the Initial Mortgage Loans as of the Cut-Off Date and (ii) the Original Pre-Funded Amount (such date, the "Optional Servicer Termination Date"), purchase on the next succeeding Remittance Date, all of the Mortgage Loans and any related REO Properties at a price equal to the sum of (x) 100% of the Principal Balances of the Mortgage Loans before the occurrence of Realized Losses, and any related REO Property, and including the portion of the principal balance of each 90 Day Delinquent FHA Loan for which the Certificateholders have not received payment and for which a Claim was submitted to the FHA (y) accrued but unpaid interest thereon (whether through payments by the applicable Mortgagor, Monthly Advances or otherwise) at the weighted average Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5, Class AF-6, Class AF-7, Class AF-8 and Class AF-9 Remittance Rates in the case of the Pool I Mortgage Loans, the Class AV Remittance Rate in the case of the Pool II Mortgage Loans, and the weighted average Class AH-1, Class AH-2, Class AH-3, Class AH-4, Class AH-5, Class MH-1, Class MH-2 and Class BH Remittance Rates in the case of the Pool III Mortgage Loans, and (z) with respect to the Pool I and Pool II Mortgage Loans, the interest portion of any unreimbursed Insured Payments made by the Certificate Insurer (the "Termination Price"). On any Remittance Date on or after the Cross-Over Date when Pool I and/or Pool II Mortgage Lo...
Clause type: severability
In the event that any provision or part of this Agreement shall be deemed void or invalid by a court of competent jurisdiction, the remaining provisions or parts shall be and remain in full force and effect.
Clause type: headings
The headings contained in this Agreement are for reference purposes only and shall in no way affect the meaning or interpretation of this Agreement. In this Agreement, the singular includes the plural, the plural included the singular, the masculine gender includes both male and female referents, and the word “or” is used in the inclusive sense.
Clause type: severability
Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.
Clause type: headings
The headings of the Sections and Paragraphs of this Agreement are inserted for ease of reference only, and will have no effect in the construction or interpretation of this Agreement.
Clause type: taxes
 All federal, state and other material tax returns of, the Borrower and the Parent required by Applicable Law to be filed have been duly filed (other than any return the filing date of which has been extended in accordance with Applicable Law), and all federal, state and other material taxes, assessments and other governmental charges or levies upon, the Borrower and the Parent and each of their respective properties, income, profits and assets which are due and payable have been paid, except any such non-payment or non-filing which is at the time permitted under Section 8.6. As of the Agreement Date, none of the United States income tax returns of, either the Borrower or the Parent is under audit. All charges, accruals and reserves on the books of the Borrower and the Parent in respect of any taxes or other governmental charges are in accordance with GAAP.
Clause type: compensation
 All time spent by nurses on Employer established committees (including ad hoc or subcommittees) where attendance is required, and all time spent by members of the Conference Committee and Nurse Practice Committee will be considered time worked and will be paid at the appropriate contract rate. Time which is spent by the nurse outside of the regular work day on non-contract, Employer established committees will be compensated time when authorized by Nursing Administration.
Clause type: miscellaneous
This Agreement constitutes the entire understanding and ------------- agreement between the Company and Greentree with respect to the subject matter hereof and supersedes all prior understanding or agreements between the parties with respect thereto, whether oral or written, express or implied. Any amendments or modifications must be executed in writing by both parties. This Agreement and all rights, liabilities and obligations hereunder shall be binding upon and insure to the benefit of each party's successors but may not be assigned without the prior written approval of the other party. If any provision of this Agreement shall be held or made invalid by a statute, rule, regulation, decision of a tribunal or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable. This Agreement may be executed in any number of counterparts, each of which, shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. The descriptive headings of the Paragraphs of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in anyway the meaning or interpretation of this Agreement. Please confirm that the foregoing correctly sets forth our agreement by signing below in the space provided and returning a copy of this Agreement to Greentree for execution, which shall constitute a binding agreement as of the date first above written. Thank you. We look forward to a mutually rewarding relationship. GREENTREE FINANCIAL GROUP, INC. By: /s/ R. Chris Cottone --------------------- Name: R. Chris Cottone Title: Vice-President AGREED TO AND ACCEPTED AS OF JANUARY 19, 2004: FONEFRIEND, INC. By: /s/ Jackelyn Giroux --------------------- Name: Jackelyn Giroux Title: President EXHIBIT A: INDEMNIFICATION The Company agrees to indemnify Greentree, its employees, directors, officers, agents, affiliates, and each person, if any, who controls it within the meaning of either Section 20 of the Securities Exchange Act of 1934 or Section 15 of the Securities Act of 1933 (each such person, including Greentree is referred to as "Indemnified Party") from and against any losses, claims, damages and liabilities, joint or several (including all legal or other expenses reasonably incurred by an Indemnified Party in connection with the preparation for or defense of any threatened or pending claim, action or p...
Clause type: representations
and Warranties. 2.1 The Company represents and warrants that the Contracts are or will be registered under the 1933 Act; that the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws, and that the sale of the Contracts shall comply in all material respects with state insurance suitability requirements. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account prior to any issuance or sale thereof as a segregated asset account under the Iowa insurance laws and has registered or, prior to any issuance or sale of the Contracts, will register the Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts.
Clause type: miscellaneous
This Agreement may be executed in two or more counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute one and the same instrument. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. The rights and obligations of Seller under this Agreement shall not be assigned by Seller without the prior written consent of Purchaser, except that any person into which Seller may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which Seller is a party, or any person succeeding to the entire business of Seller shall be the successor to Seller hereunder.
Clause type: ownership_of_shares
 Neither FH nor any of its Affiliates beneficially owns any shares of capital stock of XC as of the date hereof. At no time for the prior five (5) years has FH or any of its Affiliates been an “interested shareholder” of XC under § 912 of the NYBCL.
Clause type: governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York (without giving effect to principles of conflicts of laws).
Clause type: entire
Agreement. This Agreement (along with the Exhibits) contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes and replaces any and all previous arrangements and understandings, including the Confidentiality Agreement, whether oral or written, between the Parties with respect to the subject matter hereof.
Clause type: representations
and Warranties. The Borrower repeats, on and as of the date hereof, each of the representations and warranties made by it in Section 5 of the Credit Agreement, provided, that all references therein to the Credit Agreement shall refer to such Credit Agreement as amended hereby. In addition, the Borrower hereby represents and warrants that the execution and delivery by the Borrower of this Fourth Amendment and the performance by the Borrower of all of its agreements and obligations under the Credit Agreement as amended hereby and the other Loan Documents to which it is a party are within the trust authority of the Borrower and have been duly authorized by all necessary trust action on the part of the Borrower.