bhaskrr/legal-clauses huggingface dataset:
Clause type: taxes
 Company will bear, at its own expense, all costs of operating its business including all applicable sales, use, intangible, special assessments, and real estate taxes of any kind, including ad valorem and non-ad valorem, which are assessed against Company’s use and occupancy of the Premises, and any improvements thereto or leasehold estate created herein, or assessed on any payments made by Company hereunder, whether levied against Company or Authority. Company will also pay any other taxes, fees, or assessments against Premises or leasehold estate created herein. Company will pay the taxes, fees, or assessments as reflected in a notice Company receives from Authority or any taxing authority within 30 days after Company’s receipt of that notice or within the time period prescribed in any tax notice issued by a taxing authority. Upon request of Company, Authority will attempt to cause taxing authority to send the applicable tax bills directly to Company, and Company will remit payment directly to the taxing authority. If Company disputes any tax, fee, or assessment, Company will do so directly with the taxing authority in accordance with prescribed procedure and will so notify Authority in writing.
Clause type: now
THEREFORE in consideration of the mutual covenants herein contained, the parties do hereby agree as follows:
Clause type: counterparts
This Agreement may be executed in two or more counterparts (including by facsimile), each of which shall be deemed an original and all of which together shall be considered one and the same agreement.
Clause type: investment-company-act
 No Credit Party is an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. No Credit Party is subject to regulation under any Federal or state statute, regulation or other Legal Requirement which limits its ability to incur Debt.
Clause type: now
THEREFORE in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:
Clause type: compensation
 (a) As compensation for services rendered by Distributor during the term of this Agreement, the Trust will pay, or cause the Fund or the Fund’s sponsor or advisor to pay, to Distributor a fee or fees as may be agreed to from time to time in writing (the “Fee Letter”), which is incorporated into this Agreement and may be amended from time to time.
Clause type: taxes
 The Company shall pay any and all transfer, stamp or similar taxes that may be payable with respect to the issuance and delivery of any shares of Common Stock to the Investor made under this Agreement.
Clause type: now
THEREFORE in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
Clause type: representations
and Warranties. The representations and warranties in this Agreement and the other Loan Documents being true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of the date of this Agreement except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such earlier date, and except that the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Sections 6.01 of the Credit Agreement.
Clause type: insurance
With respect to the insurance policies and fidelity bonds covering the assets, business, equipment, properties, operations, employees, officers and directors of the Company, there is no claim by the Company pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed by the underwriters of such policies or bonds. All premiums due and payable under all such policies and bonds have been paid and the Company is otherwise in material compliance with the terms of such policies and bonds (or other policies and bonds providing substantially similar insurance coverage). The Company has no knowledge of any threatened termination of, or material premium increase with respect to, any of such policies.
Clause type: taxes
 All applicable tax returns required to be filed by the Company and each of the Subsidiaries have been filed, or if not yet filed have been granted extensions of the filing dates which extensions have not expired, and all taxes, assessments, fees and other governmental charges upon the Company, the Subsidiaries, or upon any of their respective properties, income or franchises, shown in such returns and on assessments received by the Company or the Subsidiaries to be due and payable have been paid, or adequate reserves therefor have been set up if any of such taxes are being contested in good faith; or if any of such tax returns have not been filed or if any such taxes have not been paid or so reserved for, the failure to so file or to pay would not in the aggregate or individually have a Material Adverse Effect.
Clause type: governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to principles of conflict of laws.
Clause type: taxes
 Microsoft prices exclude applicable taxes unless identified as tax inclusive. If any amounts are to be paid to Microsoft, Customer shall also pay any applicable value added, goods and services, sales, gross receipts, or other transaction taxes, fees, charges, or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed under this Agreement and that Microsoft is permitted to collect from Customer. Customer shall be responsible for any applicable stamp taxes and for all other taxes that it is legally obligated to pay including any taxes that arise on the distribution or provision of Products by Customer to its Affiliates. Microsoft shall be responsible for all taxes based upon its net income, gross receipts taxes imposed in lieu of taxes on income or profits , and taxes on its property ownership. If any taxes are required to be withheld on payments invoiced by Microsoft, Customer may deduct such taxes from the amount owed and pay them to the appropriate taxing authority, but only if Customer promptly provides Microsoft an official receipt for those withholdings and other documents reasonably requested to allow Microsoft to claim a foreign tax credit or refund. Customer will ensure that any taxes withheld are minimized to the extent possible under applicable law.
Clause type: investment-company-act
 The Company is not, and after giving effect to the Securities Offering and the application of the proceeds thereof, will not be required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
Clause type: investment-company-act
 (i) The Borrower represents and warrants that the Borrower is exempt and will remain exempt from registration as an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”).
Clause type: ownership_of_shares
 The Shareholder (i) is the holder and beneficial owner of RTI Stock and (ii) has full power and authority to make and enter into, and will on each Record Date have full power and authority to carry out the terms of, this Agreement.
Clause type: assignment
The acts and obligations of the Corporation under this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Corporation.
Clause type: whereas
this Trust is authorized to issue an unlimited number of its shares of beneficial interest all in accordance with the provisions hereinafter set forth;
Clause type: taxes
 Payment of any taxes, including possessory interest taxes and California sales and use taxes, levied upon or as a result of this Agreement, or the services delivered pursuant hereto, shall be the obligation of Contractor.
Clause type: loans
 Except for routine and customary salary advances or loans to employees in connection with relocation expenses consistent with past practice of AMC and its affiliates, neither Borrower nor Guarantor shall make any unsecured loans or other advances of money to officers, directors, employees, stockholders, or affiliates in excess of $50,000 in the aggregate. Other than the indebtedness under this Agreement and the Promissory Note, neither Borrower nor Guarantor shall incur any long term or working capital debt (i) if such action would constitute a breach of the covenant contained in Section 5.9 hereof or (ii) secured by Collateral.
Clause type: investments
 Nothing in this Agreement shall be deemed to prohibit the Executive from owning equity or debt investments in any corporation, partnership or other entity which is competitive with the Corporation, provided that such investments (i) are passive investments and constitute five percent (5%) or less of the outstanding equity securities of such an entity the equity securities of which are traded on a national securities exchange or other public market, or (ii) are approved by the Compensation Committee.
Clause type: ownership_of_shares
 (i) The Vendor is the sole registered owner of the Langford Shares, with good and marketable title thereto, free and clear of all Encumbrances, and all such shares are validly issued as fully paid and non-assessable shares and the Vendor is entitled to sell and transfer the Langford Shares to Crown USA. Without limiting the generality of the foregoing, none of the Langford Shares held by the Vendor are subject to any voting trust, shareholder agreement or voting agreement and, upon completion of the transactions contemplated by this Agreement, all such shares shall be owned by Crown USA as the sole legal and beneficial owner, with a good and marketable title thereto, free and clear of all Encumbrances.
Clause type: capitalization
 The number of shares and type of all authorized, issued and outstanding capital stock, options and other securities of the Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) is set forth in Schedule 3.1(f). All outstanding shares of capital stock are duly authorized, validly issued, fully paid and nonassessable and have been issued in compliance with all applicable securities laws. Except as disclosed in Schedule 3.1(f), there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire,
Clause type: insurance
The Partnership Entities maintain, or are entitled to the benefits of, insurance covering their properties, operations, personnel and businesses against such losses and risks as are reasonably adequate to protect them and their businesses. None of the Partnership Entities has received notice from any insurer or agent of such insurer that substantial capital improvements or other expenditures will have to be made in order to continue such insurance, and all such insurance is outstanding and duly in force.
Clause type: insurance
Fund Accountant shall notify the Fund should any of its insurance coverage be canceled or reduced. Such notification shall include the date of change and the reasons therefor. Fund Accountant shall notify the Fund of any material claims against it with respect to services performed under this Agreement, whether or not they may be covered by insurance, and shall notify the Fund from time to time as may be appropriate of the total outstanding claims made by Fund Accountant under its insurance coverage.
Clause type: investment-company-act
 The Company is not an “investment company,” as such term is defined in, or subject to registration under, the Investment Company Act of 1940, as amended.
Clause type: ownership_of_shares
 As of the date of this Agreement, Parent, Merger Sub and their respective Subsidiaries and Affiliates (a) own (directly or indirectly, beneficially or of record) 6,076,365 Shares in the aggregate and (b) hold rights to acquire 481,718 Shares in the aggregate.
Clause type: payment_terms
 Borrower must make all payments at the place SBA designates. Borrower may prepay this Note in part or in full at any time, without notice or penalty. Borrower must pay principal and interest payments of $731.00 every month beginning Twelve (12) months from the date of the Note. SBA will apply each installment payment first to pay interest accrued to the day SBA receives the payment and will then apply any remaining balance to reduce principal. All remaining principal and accrued interest is due and payable Thirty (30) years from the date of the Note.
Clause type: taxes
 FLL has filed or will file within the time prescribed by law (including extension of time approved by the appropriate taxing authority) all tax returns and reports required to be filed with all other jurisdictions where such filing is required by law; and FLL has paid, or made adequate provision for the payment of all taxes, interest, penalties, assessments or deficiencies due and payable on, and with respect to such periods. FLL knows of (i) no other tax returns or reports which are required to be filed which have not been so filed and (ii) no unpaid assessment for additional taxes for any fiscal period or any basis therefore.
Clause type: definitions
All capitalized terms used and not defined herein shall have the meanings given thereto in the Credit Agreement.
Clause type: base-salary
 During the Term, the Company shall pay the Executive for his services a “Base Salary” of Two Hundred Twenty-Five Thousand Dollars ($225,000) per year, to be paid in accordance with customary Company policies. The Base Salary shall be subject to increase or decrease according to policies and practices adopted by the Compensation Committee or the Board, as the case may be; provided, however, that in no event (i) shall the Base Salary for any year be decreased by more than ten percent (10%) from the immediately preceding year’s Base Salary, and (ii) shall the Base Salary be less than Two Hundred Twenty-Five Thousand Dollars ($225,000).
Clause type: grant
 Subject to the provisions of this SAR Agreement and pursuant to the provisions of the Plan, the Company hereby grants to the Participant as of the Grant Date a stock appreciation right (the “SAR”) covering shares (the “SAR Shares”) of the Company’s Class A Common Stock, $0.01 par value per share (the “Stock”), at a price of per share (the “SAR Price”). The SAR is not issued in tandem with an Option. This SAR Agreement shall be null and void unless the Participant accepts this SAR Agreement by either (i) electronically accepting this SAR Agreement through the Company’s electronic delivery and acceptance process operated by e*Trade or (ii) executing this SAR Agreement in the space provided below and returning it to the Company not later than 30-days following the Grant Date.
Clause type: representations
and Warranties. The representations and warranties of Parent and Holdco set forth in Section 4.2(a) and Section 4.8 (in each case, after giving effect to the lead-in to Article IV) shall be true and correct (other than, in the case of Section 4.2(a), such failures to be true and correct as are de minimis) in each case as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, and the representations and warranties of Parent set forth in Sections 4.1, 4.2(b) and 4.3(a) (in each case, after giving effect to the lead-in to Article IV) shall be true and correct in all material respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date. All other representations and warranties of Parent set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties but, in each case, after giving effect to the lead-in to Article IV) shall be true and correct in all respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, provided, however, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would be reasonably expected to have a Material Adverse Effect on Parent. Company shall have received a certificate signed on behalf of Parent by the Chief Executive Officer and the Chief Financial Officer of Parent to the foregoing effect.
Clause type: headings
The headings inserted in this agreement are for convenience only and shall have no bearing on the interpretation hereof.
Clause type: capitalization
 The authorized capital stock of the Company will, upon the filing of the Certificate of Designations, consist of 45,000,000 shares of Common Stock and 9,211,031 shares of Preferred Stock, 80,000 of which have been designated Series A Preferred. As of the First Closing Date, the total number of outstanding shares of Common Stock will be 28,195,339. Upon the filing of the Certificate of Designations and immediately prior to the First Closing, no shares of Preferred Stock and 27,109,366 shares of Common Stock were outstanding. The Series A Preferred shall have the rights, preferences, privileges and restrictions set forth in the Certificate of Designations. All currently outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, and have been issued in compliance with applicable securities laws. The Company has reserved 80,000 shares of Series A Preferred and 1,085,973 shares of Common Stock for issuance hereunder and 4,000,000 shares of Common Stock for issuance upon conversion of the Series A Preferred. Of the 160,000 shares of Common Stock of the Company reserved for issuance under the Company's 1990 Stock Option Plan, options to purchase 160,000 shares have been granted, and no shares remain available to underlie future option grants. Of the 2,500,000 shares of Common Stock of the Company reserved for issuance under the Company's 1992 Stock Option Plan, as amended, options to purchase 2,063,850 shares have been granted, and 436,150 shares remain available to underlie future option grants. Of the 1,500,000 shares of Common Stock of the Company reserved for issuance under the Company's 1998 Equity Compensation Plan, 1,325,625 shares have been accounted for through the grant of options to purchase Common Stock and restricted stock awards and 174,375 shares remain available to underlie future option grants or awards of restricted stock. In addition, as of the First Closing, there are outstanding options to purchase 485,612 shares of the Company's Common Stock that are not subject to any of the stock option plans or employee compensation plans of the Company. Warrants to purchase 1,387,949 shares of the Company's Common Stock are held by third parties. Of these, warrants to purchase 1,158,210 shares contain antidilution provisions that increase the number of shares subject to the warrants and decrease the exercise price if the Company issues Common Stock and/or other securities convertible into Common Sto...
Clause type: payment_terms
 Cardinal Health shall invoice Reliant for all Product as provided in Section 7.1, and for any amounts due pursuant to Section 4.1 or Section 4.2 and payment for such undisputed invoices shall be due within thirty (30) days after the date of such invoice. In the event payment is not received by Cardinal Health, for any amounts due under this Agreement, on or before the thirtieth (30th) day after the date of the invoice, or in the case of the Product Maintenance Fee, upon the date set forth in Sections 7.2, then such unpaid amounts shall accrue interest at the rate of percent (1.0%) per month until paid in full.
Clause type: taxes
 (a) All payments made by the Company hereunder or under any Loan Documents shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder or under the Loan Documents (including any payment of principal, interest, or fees) to, or for the benefit, of any person shall be made by the Company free and clear of and without deduction or withholding for, or account of, any Taxes now or hereinafter imposed by any taxing authority.
Clause type: investments
 Neither Borrower nor any of its Subsidiaries owns any stock, shares, partnership interests or other equity securities except for Permitted Investments.
Clause type: loans
 Each Lender shall make available to the Borrower such Lender's portion of the Commitment subject to and in accordance with the provisions of the Loan Documents. The Borrower shall look solely to each Lender for the performance of such Lender's obligations, covenants and agreements under the Loan Documents on the part of each Lender to be performed or observed with respect to each such portion of the Commitment, subject to and upon the conditions, limitations and restrictions set forth herein and in the other Loan Documents, as evidenced by the signature of each such party hereto. In the event any Lender has not made available its Percentage of any Advance, the Agent may (but shall not be obligated to), and each Lender authorizes the Agent to, advance for such Lender's account, pursuant to the terms hereof, the amount of the Advance to be made by such Lender and each Lender agrees to reimburse the Agent in immediately available funds for any amount so advanced on its behalf. If any such reimbursement is not made in immediately available funds on the same day on which the Agent shall have made such amount available on behalf of any Lender, such Lender shall also pay interest thereon to the Agent at the Federal Funds Rate.