bhaskrr/legal-clauses huggingface dataset:
Clause type: assignment
Except as stated in Sections 5.3, 7.4 and 7.6, this Agreement may not be assigned by the Depositor or the Servicer without the consent of the Owner Trustee, the Indenture Trustee, the holder of the Residual Interest and the Noteholders of at least 66-2/3% of the Note Balance of the Notes.
Clause type: compensation
 Fund Services shall be compensated for providing the services set forth in this Agreement in accordance with the fee schedule set forth on Exhibit B attached hereto (as amended from time to time). Fund Services shall be compensated for such out-of-pocket expenses (e.g., telecommunication charges, postage and delivery charges, and reproduction charges) as are reasonably incurred by Fund Services in performing its duties hereunder. Fund Services shall also be compensated for any increases in costs due to the adoption of any new or amended industry, regulatory or other applicable rules. The Trust shall pay all such fees and reimbursable expenses within 30 calendar days following receipt of the monthly billing notice, except for any fee or expense subject to a good faith dispute. The Trust shall notify Fund Services in writing within 30 calendar days following receipt of each invoice if the Trust is disputing any amounts in good faith. The Trust shall pay such disputed amounts within 10 calendar days of the day on which the parties agree to the amount to be paid, if any. Notwithstanding anything to the contrary, amounts owed by the Trust to Fund Services shall only be paid out of assets and property of the particular Fund involved.
Clause type: miscellaneous
The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement will be binding upon and shall inure to the benefit of the parties hereto and their respective successors.
Clause type: investments
 Not to have any existing, or make any new, investments in any individual or entity, or make any capital contributions or other transfers of assets to any individual or entity, except for:
Clause type: board
 (a) Unless otherwise indicated below, immediately after the Closing, the Company shall have a Board consisting of no more than ten (10) Directors, of which, (a) two (2) Directors are to be designated by Qiming as long as Qiming continues to hold no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis (the “Series A Directors” and each a “Series A Director”), who shall initially be JP GAN and John ZAGULA; (b) one (1) Director is to be designated by CDH as long as CDH continues to hold no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis (the “Series B Director”), who shall initially be Yan HUANG; (c) one (1) Director is to be designated by GS (the “Series C Director”) as long as GS continues to hold no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis, who shall initially be Bin ZHU; (d) two (2) Directors are to be designated by Crawford as long as no Crawford Default has occurred and Crawford continues to hold no less than 5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis (the “Series D Directors” and each a “Series D Director”), who shall initially be Greg Stubblefield and William Snyder; (e) one (1) Director is to be designated by Ctrip as long as Ctrip continues to hold no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis (the “Series E Director”, together with the Series A Directors, the Series B Director, the Series C Director and the Series D Directors, collectively, the “Investor Directors” and each an “Investor Director”), who shall initially be James Jianzhang LIANG; and (f) three (3) Directors are to be designated by the Founder (the “Founder Directors” and each a “Founder Director”), who shall initially be Ray Ruiping ZHANG, Qian MIAO and Lihong CAI. The chairman of the Board shall be one of the Founder Directors.
Clause type: taxes
 The Company and its subsidiaries have timely filed all federal, state, local and foreign income and franchise tax returns required to be filed and are not in default in the payment of any taxes which were payable pursuant to said returns or any assessments with respect thereto, other than any which the Company or any of its subsidiaries is contesting in good faith. There is no pending dispute with any taxing authority relating to any of such returns, and the Company has no knowledge of any proposed liability for any tax to be imposed upon the properties or assets of the Company for which there is not an adequate reserve reflected in the Company’s financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus.
Clause type: assignment
Executive acknowledges that the services to be rendered by him are unique and personal. Accordingly, Executive may not assign any of his rights or delegate any of his duties or obligations under this Agreement. The rights and obligations of Executive under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Employer.
Clause type: base-salary
 An amount equal to one-half the Employee's annual Base Salary as in effect at the date of termination shall be paid on the date of termination;
Clause type: counterparts
This Agreement may be executed in any number of counterparts (including counterparts by facsimile) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.
Clause type: headings
The section headings herein are for convenience of reference only, and shall not affect the construction, or limit or otherwise affect the meaning hereof.
Clause type: base-salary
 During the Employment Period, the Company shall pay Executive a base salary equal to the annual rate currently paid or such higher rate as may be determined from time to time by the Chief Executive Officer or the Board (“Base Salary”). Such Base Salary shall be paid in accordance with the Company’s standard payroll practice for its executive officers. Once increased, Base Salary shall not be reduced.
Clause type: counterparts
This agreement may be executed simultaneously in multiple counterparts, each of which taken together shall constitute one and the same instrument.
Clause type: definitions
(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the respective meanings given to such terms in the Credit Agreement, and the following terms are used herein as defined in the UCC: Account, Certificated Security, Chattel Paper, Commercial Tort Claim, Commodity Account, Document, Equipment, Farm Products, Fixtures, General Intangible, Goods, Instrument, Inventory, Letter-of-Credit Rights, Money, Securities Account and Supporting Obligation.
Clause type: whereas
the Manager is an investment adviser registered with the Commission as such under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); and
Clause type: governing
Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.
Clause type: counterparts
This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which shall constitute but one and the same document.
Clause type: representations
and Warranties. The representations and warranties of the Buyer contained in this Option Agreement shall be true and correct in all respects (without giving effect to any qualifiers relating to “materiality,” “Material Adverse Effect,” “in all material respects” or similar qualifications) at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct in all respects as of the specified date (without giving effect to any qualifiers relating to “materiality,” “Material Adverse Effect,” “in all material respects” or similar qualifications), except in each case to the extent that the failure of any such representations and warranties to be so true and correct as of such times shall not have had a Material Adverse Effect on the Buyer and its Subsidiaries taken as a whole, and Sellers shall have received a certificate dated the Closing Date to that effect, signed, on behalf of the Buyer, by an authorized officer of the Buyer.
Clause type: counterparts
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which taken together will constitute one and the same instrument.
Clause type: loans
 Description of Exception: Loans: Description of Exception: Loans: Description of Exception:
Clause type: headings
The headings and captions under sections and paragraphs of this Agreement are for convenience of reference only and do not in any way modify, interpret or construe the intent of the parties or affect any of the provisions of this Agreement.
Clause type: esop
 At or prior to the Effective Time, the Company shall amend the NBTY, Inc. Associate Stock Ownership Plan, as amended and restated effective December 31, 2006 ("ESOP"), so that it will no longer invest in employer securities following the Effective Time.
Clause type: severability
In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, then (to the extent permitted by law) the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. U.S. Bank National Association hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions herein above set forth.
Clause type: taxes
 (a) To the extent that the receipt of the Restricted Shares, Transferable Shares, or the lapse of any Restrictions results in income to Employee for federal, state or local income or other tax or social security purposes (or results in any taxes of any kind), Employee shall deliver to the Corporation at the time of such receipt or lapse, as the case may be, such amount of money or, if the Corporation so determines, shares of unrestricted Common Stock (or shall make other arrangements in accordance with Section 21 of the Plan) as the Corporation may require to meet its obligation under applicable tax and other laws or regulations, and, if Employee fails to do so, the Corporation is authorized to withhold from any cash or Common Stock remuneration then or thereafter payable to Employee any tax or other amount required to be withheld by reason of such receipt, lapse or resulting income.
Clause type: base-salary
 The Employer shall pay to the Employee a base salary equal to S6,250 monthly or $75,000,00 annually (the "Base Salary"), payable bi-monthly in arrears. The Base Salary may be adjusted as determined by the President, but shall not be decreased below the Base Salary in existence immediately prior to such adjustment.
Clause type: taxes
 Any taxes, fees and other governmental charges in connection with the execution and delivery of this Agreement, the Pooling and Servicing Agreement and the delivery and sale of the Certificates (other than such federal, state and local taxes as may be payable on the income or gain recognized therefrom) have been or will be paid at or prior to the Closing Date.
Clause type: loans
 During the Commitment Period, each Lender agrees to advance Loans to the Borrowers from time to time pursuant to such Lender’s Commitment subject to the terms and conditions of this Agreement; provided that no Loan shall be made or continued if, after giving effect thereto, (a) the Aggregate Facility Exposure would exceed the lesser of (i) the aggregate Commitments of all Lenders at such time and (ii) the Borrowing Base or (b) the Facility Exposure of any Lender would exceed the aggregate amount of such Lender’s Commitment. Each Loan shall be denominated in Dollars, and each Lender will advance its share of the Loan requested in each Borrowing ratably in accordance with such Lender’s Pro Rata Share of such Borrowing. Within the limits of each Lender’s Commitment, the Borrower may repay, prepay and re-borrow Loans during the Commitment Period in accordance with the provisions hereof.
Clause type: miscellaneous
The reimbursement, indemnification and contribution agreements contained in this Agreement and the representations, warranties and covenants in this Agreement shall remain in full force and effect regardless of (a) any termination of this Agreement, (b) any investigation made by or on behalf of any Underwriter or controlling person thereof, or by or on behalf of the Issuer or its directors or officers and (c) delivery of and payment for the Units under this Agreement. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The Issuer and the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may only be amended or modified in writing, signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. If the foregoing letter is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Issuer and the several Underwriters in accordance with its terms. Very truly yours, T3 MOTION, INC. By Ki Nam Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. CHARDAN CAPITAL MARKETS, LLC As the Representative of the several Underwriters listed on Schedule I By: Chardan Capital Markets, LLC By: Name: Title:
Clause type: assignment
The Agreement shall not be assigned by any party by operation of Law or otherwise without the prior written consent of the other parties, provided that Parent or the Purchaser may assign any of their respective rights and obligations to any direct or indirect Subsidiary of Parent, but no such assignment shall relieve Parent or the Purchaser, as the case may be, of its obligations hereunder.
Clause type: interest
 Interest payable on any 2019 Notes Interest Payment Date (as defined below), the 2019 Notes Maturity Date, or if applicable, the Redemption Date (as determined in accordance with Section 4.2 of the Base Indenture) shall be the amount accrued from, and including, the immediately preceding 2019 Notes Interest Payment Date in respect of which interest has been paid or duly provided for (or from and including the original issue date of March 7, 2014 if no interest has been paid or duly provided for with respect to the 2019 Notes) to but excluding such 2019 Notes Interest Payment Date, 2019 Notes Maturity Date or, if applicable, Redemption Date, as the case may be (each, a “2019 Notes Interest Period”). The 2019 Notes will bear interest at the rate of 2.050% per year from the original issue date thereof to the 2019 Notes Maturity Date. Interest on the 2019 Notes shall be payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2014 (each such date, a “2019 Notes Interest Payment Date”). The amount of interest payable for any semi-annual 2019 Notes Interest Period will be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event any 2019 Notes Interest Payment Date on or before the 2019 Notes Maturity Date falls on a day that is not a Business Day, the interest payment due on that date will be postponed to the next day that is a Business Day and no interest shall accrue as a result of such postponement. In the event the 2019 Notes Maturity Date or a Redemption Date for any Note falls on a day that is not a Business Day, then the related payments of principal, premium, if any, and interest may be made on the next succeeding date that is a Business Day (and no additional interest will accumulate on the amount payable for the period from and after the 2019 Notes Maturity Date for such 2019 Note). Interest due on the 2019 Notes Maturity Date or a Redemption Date (in each case, whether or not a 2019 Notes Interest Payment Date) will be paid to the Person to whom principal of such 2019 Notes is payable.
Clause type: investments
 The Company shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, make any Investments, except: (a) Investments of any Restricted Company in another Restricted Company; and (b) any other Investments so long as immediately after giving effect to any such Investment, (i) with respect to any Investment other than the SunGard Acquisition, no Event of Default has occurred and is continuing and (ii) the Company is in Pro Forma Compliance with all of the covenants set forth in Section 7.10 (in each case such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders (either pursuant to Section 6.01(a) or 6.01(b) or in any subsequent delivery of financial information by the Company to the Administrative Agent prior to such making of such Investment) as though such Investment had been made as of the first day of the fiscal period covered thereby).
Clause type: miscellaneous
(a) This Agreement contains the entire understanding with the Executive with respect to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, relating to such subject matter. No provisions of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signed by the Executive and the Company.
Clause type: headings
Headings of paragraphs and sections used in this Agreement are for convenience only and are not part of this Agreement, and must not be used in construing it.
Clause type: confidentiality
The Executive Officer shall never disclose to any person, or use or otherwise exploit for his/her own benefit or for the benefit of any person other than a Sterling Entity, any Confidential Information (as defined below). The Executive Officer shall have no obligation to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law, judicial or governmental order or other legal process; provided, however, that in the event such disclosure is required, the Executive Officer shall, to the extent reasonably practicable, provide Bancshares with reasonably prompt notice of such requirement, so that Bancshares may seek an appropriate protective order or waive compliance with this provision with respect to such disclosure. In the event that a protective or other remedy is not obtained, or Bancshares waives compliance with the provisions of this Section 5, the Executive Officer will furnish only that portion of the Confidential Information which is legally required and exercise commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the Confidential Information.
Clause type: esop
 The Bank has established an employee stock ownership plan (the "ESOP") for the benefit of its employees which is a tax-qualified plan. As of December 31, 1996, the ESOP had purchased an aggregate of 961,070 shares of Standard Common Stock from Standard which had not been allocated to participant accounts or earned by participants and owed Standard an aggregate of $9,610,700 with respect to such shares. The parties intend that, as soon as practicable, to take the actions set forth on Schedule 5.12.
Clause type: insurance
The Corporation may purchase and maintain insurance on behalf of any person who is or was an Agent against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Section 1.
Clause type: representations
and Warranties. (i) The representations and warranties of the Company set forth in Sections 5.1(b)(i) and 5.1(b)(iii) (other than the last sentence of Section 5.1(b)(iii)), in each case relating to the capital stock of the Company and Section 5.1(l) of this Agreement shall be true and correct in all material respects (A) on the date of this Agreement and (B) on the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); (ii) the other representations and warranties of the Company set forth in this Agreement shall be true and correct (A) on the date of this Agreement and (B) on the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date (except to the extent that such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); provided, however, that notwithstanding anything herein to the contrary, the condition set forth in this Section 7.2(a)(ii) shall be deemed to have been satisfied even if any representations and warranties of the Company are not true and correct unless the failure of such representations and warranties of the Company to be true and correct (read for purposes of this Section 7.2(a)(ii) without any materiality or Material Adverse Effect qualification), individually or in the aggregate, has had or is reasonably expected to have a Material Adverse Effect; provided, further that the failure of any representation or warranty of the Company to be true and correct to the extent arising from the imposition by any Governmental Entity in a proceeding granting a Governmental Consent of conditions on the Company and its Subsidiaries prior to the Closing shall not cause this Section 7.2(a)(ii) to fail to be satisfied; and (iii) Cingular shall have received at the Closing a certificate signed on behalf of the Company by the Chief Executive Officer or Chief Financial Officer of the Company to the effect that the condition set forth in this Section 7.2(a) has been satisfied.
Clause type: entire
Agreement. The Existing Warrant Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.
Clause type: ownership_of_shares
 Neither Parent nor the Merger Subs is, nor at any time during the last three years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement). To the knowledge of Parent, there are no other “fair price,” “moratorium,” “control share acquisition” or other similar takeover statutes applicable to the Merger.