bhaskrr/legal-clauses huggingface dataset:
Clause type: financing
 (a) Parent has delivered to the Company a true, accurate and complete copy of (i) the executed debt commitment letter, dated as of the date of this Agreement, by and among Parent and the agents and lenders party thereto (together with any other additional lead arrangers, bookrunners, managers, arrangers, agents, co-agents or lenders who become party thereto, collectively, the “Lenders”), including all exhibits, schedules, term sheets, annexes and amendments thereto and any executed fee letters (redacted in respect of (A) the amounts, percentages and basis points of compensation set forth therein and (B) the pricing and other economic terms of the “market flex” provisions set forth therein) (with respect to such redactions described in subclauses (A) and (B) in this clause (i), none of which would adversely affect the amount, conditionality, termination or availability of such financing) (collectively, the “Debt Commitment Letter”), pursuant to which, and subject to the terms and conditions of which, the Lenders have committed to lend the amounts set forth therein to Parent for the purpose of paying the Required Amount on the Closing Date (such committed debt financing pursuant to the Debt Commitment Letter, together with, unless the context otherwise requires, any debt securities issued in lieu thereof, the “Debt Financing”), (ii) an executed preferred equity commitment letter from the initial purchaser party thereto (together with any other purchasers who become party thereto, collectively, the “Preferred Equity Investor”), including all exhibits, schedules, annexes and amendments thereto and any executed closing payment letters (redacted in respect of (A) the amounts, percentages and basis points of compensation set forth therein, (B) the pricing and other economic terms set forth therein and (C) term sheets attached thereto) (with respect to such redactions described in subclauses (A) through (C) of this clause (ii), none of which would adversely affect the amount, conditionality, termination or availability of such equity financing) (collectively, the “Preferred Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Commitment Letters”) to purchase, subject to the terms and conditions therein, preferred equity securities of Parent (or its Affiliate) in an initial aggregate liquidation preference amount set forth therein for the purpose of payment of the Required Amount on the Closing Date (such committed preferred equity purchase...
Clause type: compensation
 During the Contract Term, the Company shall pay, or cause to be paid to the Executive in cash in accordance with the normal payroll practices of the Company for senior executive officers (including deductions, withholdings and collections as required by law), the following:
Clause type: dividends
 Subject to the provisions of the Act, the board may from time to time declare dividends payable to the shareholders according to their respective rights and interest in the Corporation. Dividends may be paid in money or property or by issuing fully paid shares of the Corporation.
Clause type: severability
A determination that any provision of this Agreement is invalid or unenforceable shall not affect the validity or enforceability of any other provision hereof.
Clause type: investments
 The Borrower will not, and will not permit any Subsidiary to, make any Investment, except (a) Equity Interests in Subsidiaries existing on the Effective Date or organized by the Borrower after the Effective Date and Equity Interests in Persons that thereafter become Subsidiaries in acquisitions permitted under Section 6.08; (b) Permitted Investments and Permitted Syndicated Interest Repurchases, (c) Investments existing on the Effective Date and set forth on Schedule 6.02, (d) Investments made in favor of physicians in connection with their medical practices in an aggregate amount outstanding at any time not in excess of $24,000,000, (e) acquisitions permitted under Section 6.08, (f) Investments in trade creditors or customers that are received pursuant to a plan of reorganization or liquidation, (g) guarantees permitted under Section 6.03(a)(K), (h) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; and (i) investments not permitted by any other clause of this Section; provided, that no investment shall be made pursuant to this clause (i) that, taken together with all other outstanding investments made pursuant to this clause (i), would exceed the greater of $120,000,000 and 5% of Consolidated Tangible Assets of the Borrower (or at any time when the Leverage Ratio is less than 5.00 to 1.00, the greater of $240,000,000 and 10% of Consolidated Tangible Assets of the Borrower) as of the end of the most recent fiscal quarter for which financial statements of the Borrower have been delivered under Section 5.01 (or, prior to the delivery of any such financial statements, as of December 31, 2004), in each of clauses (a) through (i) above, net of any return representing return of capital, payment of principal or any other reduction in respect of all investments made pursuant to the applicable clause as of the date of the applicable investment (including proceeds received by the Borrower or any Subsidiary Guarantor from Syndications of Designated Syndicated Persons (in each case, not exceeding the amount of capital contributions made by the Borrower and the Subsidiary Guarantors to the applicable Designated Syndicated Person)). The Borrower shall not purchase or otherwise acquire any Equity Interests, security, obligation or evidence of Indebtedness of, make any capital contribution to or make any loan or advan...
Clause type: loans
 Subject to the terms and conditions set forth herein, the Bank hereby agrees to make revolving loans, in Dollars (each individually, a "Loan" and, collectively, the "Loans") to the Borrower from time to time during the period from the Effective Date to the Business Day next preceding the Termination Date in an amount not to exceed at any time the Commitment, PROVIDED that the Revolving Credit Obligations shall not exceed, at any time, the Commitment. Subject to the provisions hereof, the Borrower may repay any outstanding Loan on any day which is a Business Day and any amounts so repaid may be reborrowed, up to the amount of available under this Section at the time of such Borrowing, until the Business Day next preceding the Termination Date.
Clause type: representations
and Warranties. The Borrowers hereby represent and warrant to the Agent and the Lenders as follows:
Clause type: ownership_of_shares
 Seller directly or indirectly (through its ownership of FirstGuard) holds of record and owns beneficially 100% of the Shares set forth on Schedule 3.4, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. There are no rights outstanding, options, warrants, purchase rights, or other contracts or commitments that could require Seller to sell, transfer, or otherwise dispose of any capital stock of the Companies (other than this Agreement). Except as set forth on Schedule 3.4, no former shareholder of any of the Companies has any claim or rights against the Companies or Seller. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of any of the Companies or any of their respective Subsidiaries.
Clause type: assignment
This Agreement shall not be assigned by the Corporation or Indemnitee without the prior written consent of the other party thereto, except that the Corporation may freely assign its rights and obligations under this Agreement to any subsidiary for whom Indemnitee is serving as a director and/or officer thereof; provided, however, that no permitted assignment shall release the assignor from its obligations hereunder. Subject to the foregoing, this Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, including, without limitation, any successor to the Corporation by way of merger, consolidation and/or sale or disposition of all or substantially all of the capital stock of the Corporation.
Clause type: base-salary
 The Employer shall provide the Executive a base annual salary (the “Base Salary”), which shall be paid on a regular basis in accordance with the Employer’s normal payroll procedures and policies. The Base Salary shall be paid at an initial rate of $316,680 per year. Thereafter, the Executive’s salary shall be reviewed annually by the Board or the compensation committee thereof (the “Committee”) and may be increased from time to time above the Base Salary required by this Section 4.1 but may not be reduced below the then-current Base Salary paid to the Executive without the Executive’s consent.
Clause type: definitions
As used in this Agreement the following terms have the following meanings (terms defined in the singular to have a correlative meaning when used in the plural and vice versa):
Clause type: investment-company-act
 Neither the Depositor nor the trust created under the Pooling and Servicing Agreement (the “Trust”) is, and, after giving effect to the offering and sale of the Certificates and the application of the proceeds thereof as described in the Prospectus, neither the Depositor nor the Trust will be an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, “Investment Company Act”). The Trust will be relying upon Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act as a basis for it not registering under the Investment Company Act.
Clause type: ownership_of_shares
 The Participating Investor owns, beneficially and of record, all the shares of Prior Preferred Stock and Prior Warrants tendered hereunder and has good and valid title to all such shares of Prior Preferred Stock and Prior Warrants, free and clear of all liens, charges, pledges, claims, restrictions on transfer, mortgages, security interests or encumbrances of any kind whatsoever, and of any rights of first refusal of any kind (other than those under the Stock Trading Agreement dated as of July 31, 2001 by and among the Participating Investors, certain other parties and the Company, as amended, which restrictions are being waived under Section 7.12 hereof), and the Participating Investor has not granted any rights to purchase such shares of Prior Preferred Stock to any other person or entity. The Participating Investor has the unrestricted power and authority to transfer its shares of Prior Preferred Stock to the Company. Upon delivery to the Company of the stock certificates representing its shares of Prior Preferred Stock and/or Prior Warrants, as the case may be, and upon the Closing of the redemptions and/or exchanges set forth herein, the Company shall acquire good and valid title to such shares of Prior Preferred Stock and/or Prior Warrants, as the case may be, free and clear of all liens, charges, pledges, claims, restrictions on transfer, mortgages, security interests or encumbrances of any kind whatsoever.
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of 140,000,000 shares of Common Stock and 40,000,000 shares of Preferred Stock.
Clause type: investments
 The Company will not, and will not permit any of its Subsidiaries to, make or permit to remain outstanding any advances, loans or other extensions of credit or capital contributions (other than prepaid expenses in the ordinary course of business) to (by means of transfers of property or assets or otherwise), or purchase or own any stocks, bonds, notes, debentures or other securities of, any Person (all such transactions being herein called "INVESTMENTS"), except: (i) operating deposit accounts; (ii) Liquid Investments; (iii) subject to Section 9.13 hereof, Investments in accounts and notes receivable acquired in the ordinary course of business as presently conducted; (iv) Investments existing on the Closing Date in Subsidiaries or joint ventures, and Investments after the Closing Date by First Colonial Insurance Company, a wholly-owned Subsidiary of the Company, in the ordinary course of its business; (v) Investments not otherwise permitted by the foregoing clauses of this Section 9.12 in Subsidiaries of the Company and in Persons which become Subsidiaries of the Company as the result of such Investments; (vi) Investments not otherwise permitted by the foregoing clauses of this Section 9.12 in joint ventures in an aggregate amount not to exceed $35,000,000; and (vii) Investments not otherwise permitted by the foregoing clauses of this Section 9.12 in an aggregate amount not to exceed $5,000,000.
Clause type: termination
(a) Except as otherwise specifically set forth herein, the rights, obligations and responsibilities of the Primary Servicer shall terminate (without payment of any penalty or termination fee): (i) upon the later of the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and the disposition of all REO Property and the remittance of all funds due hereunder; (ii) by mutual consent of the Primary Servicer and the Master Servicer in writing; (iii) pursuant to Section 5.02 of this Agreement; (iv) at the option of any purchaser of one or more Mortgage Loans pursuant to the Pooling and Servicing Agreement, upon such purchase and only with respect to such purchased Mortgage Loan or Mortgage Loans; or (v) upon termination of the Pooling and Servicing Agreement.
Clause type: headings
The headings in this Agreement are for reference only and do not affect its interpretation.
Clause type: miscellaneous
The execution and delivery of this Agreement have been authorized by the Board of the Trust and signed by an authorized officer of the Trust, acting as such, and neither such authorization by the Board nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any member of the Board or shareholders of the Trust, but bind only the property of the Trust, or Portfolio, as provided in the organizational documents. Each party agrees to promptly sign all documents and take any additional actions reasonably requested by the other to accomplish the purposes of this Agreement.
Clause type: ownership_of_shares
 Except as set forth on Schedule 3.02 hereto, each of Seller and the other persons listed on Schedule 3.02 hereto is the lawful holder of record and beneficial owner of the number of shares of Metro Common Stock, Metro Stock Options and Metro SARs set forth in Schedule 3.02 hereto opposite Seller's or such person's name, in each case free and clear of any claim, lien, pledge, charge, option, security interest or other encumbrance, or any legal, contractual or other limitation or restriction including, without limitation, any restriction on transfer or the right to vote.
Clause type: ownership_of_shares
 Except as set forth in Section 5.9 of the disclosure letter delivered to the Company by Guarantor, Parent and Merger Sub concurrent with the execution of this Agreement, none of Guarantor, Parent or Merger Sub nor any of Parent’s other Affiliates owns (directly or indirectly, beneficially or of record) any Common Shares or holds any rights to acquire or vote any Common Shares except pursuant to this Agreement.
Clause type: investment-company-act
 The Company holds no investments that would require it to be registered as an investment company under the Investment Company Act of 1940, as amended.
Clause type: loans
 Subject to the terms and conditions hereof and to give effect to the Reorganization Plan and provide for the repayment, in part, of the Bank Claims and the Surety Claims (as defined in the Reorganization Plan), each Lender shall be deemed to have made a term loan to the Borrower on the Closing Date in an amount not to exceed the amount set forth opposite such Lender’s name on Schedule 1.1A. The Loans deemed made pursuant to the preceding sentence shall be made without any actual funding and shall initially be Eurodollar Loans with Interest Periods of one week. After the Closing Date, the Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Section 2.6.
Clause type: loans
 Incur debt on behalf of the Partnership on such terms and conditions as determined appropriate by the General Partner, provided that loans on individual Properties shall not exceed a 75% loan-to-value ("LTV") ratio, and loans on the portfolio of Properties shall not exceed a 65% LTV;
Clause type: dividends
 The Company will not and will not permit any of its Subsidiaries to, declare, set aside, pay or make any dividend or other distribution or payment (whether in cash, stock or property) with respect to, or purchase or redeem, any shares of the capital stock of any of them.
Clause type: headings
The headings of this Amendment are for the purposes of reference only and shall not affect the construction of or be taken into consideration in interpreting this Amendment.
Clause type: investments
 Contributions to your Account shall be applied to the investments described below ("Investments") which you select. No part of the Account shall be invested in life insurance contracts, or in collectibles as defined in section 408(m) of the Code, nor may the assets of the Account be commingled with other property except in a common trust fund or common investment fund (within the meaning of section 408(a)(5) of the Code). (a) Shares of ownership in an investment company registered under the Investment Company Act of 1940, as amended, which are managed, advised, sub-advised or administered by us or any of our affiliates, or shares in any other investment company as may from time to time be offered by us, which the Custodian has agreed with us in writing to hold in the Account ("Fund Shares"). (b) Other investments as allowed by law, offered by us and which the Custodian has agreed with us in writing to hold in the Account. (c) All dividends and capital gains distributions received on the Fund Shares (whether or not there is an election to receive them in other property) shall be reinvested in accordance with the respective Fund's current Prospectus in such Shares and credited to such Account. The Custodian shall furnish you with statements of the Account at least once a calendar year which shall be deemed to be the sole accounting by the Custodian necessary under this Agreement. If within one hundred and eighty (180) days of the mailing of such accounting you do not deliver a written objection or exception to any specific item set forth therein, such accounting shall be deemed to be settled and approved and the Custodian shall be released and discharged with respect to all matters set forth therein. The Custodian, upon receipt of your written instructions or those of your duly authorized investment advisor, may exchange Fund Shares for any other Fund Shares or Investments subject to and in accordance with the terms and conditions of the exchange privilege, including the telephone exchange privilege, as outlined in the current Fund Prospectuses. The ability to exchange Fund Shares for other Fund Shares or Investments shall be subject to the prior written agreement of the Custodian and us. A telephone exchange may not be made from an Investment in a time deposit account unless we have otherwise agreed in writing with the Custodian. If you elect the telephone exchange privilege in the Application or authorize an investment advisor to make exchanges, the Custod...
Clause type: whereas
the Distributor is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"); and
Clause type: compensation
 For satisfactory performance of the Services or as such Services may be modified by mutual written agreement, the COUNTY agrees to compensate CONSULTANT in accordance with the fees and expenses as stated in Schedule B which is attached to, and is part of this Agreement. CONSULTANT shall submit to the COUNTY a monthly-itemized invoice for Services rendered during the prior month, or as otherwise set forth in Schedule B, and prepared in such form and supported by such documents as the COUNTY may reasonably require. The COUNTY will pay the proper amounts due CONSULTANT within sixty (60) days after receipt of the invoice and other documentation, and will notify CONSULTANT in writing of the COUNTY’s reasons for objecting to all or any portion of the invoice submitted by CONSULTANT.
Clause type: interest
 4.1 Payment subject to terms of the Current Issuer Cash Management Agreement: The terms and conditions of this Clause 4 are to be read in conjunction with the provisions of Part 3 of Schedule 2 to the Current Issuer Cash Management Agreement, as the same may be amended or varied from time to time in accordance with the provisions thereof.
Clause type: governing
Law. This Agreement shall be construed and enforced according to the laws of the State of California.
Clause type: counterparts
This Agreement may be executed in one or more counterparts, each of which is an original, but all of which together constitute one and the same instrument.
Clause type: whereas
The Company intends to consummate a public offering of the Company’s units (the “Public Offering”), each unit consisting of one share of the Company’s Class A common stock, par value $0.0001 per share (each, a “Share”), and one-third of one warrant; Each whole warrant entitles the holder to purchase one Share at an exercise price of $11.50 per Share; and The Purchaser has agreed to purchase an aggregate of 6,333,334 warrants (or up to 7,083,334 warrants if the over-allotment option in connection with the Public Offering is exercised in full) (the “Sponsor Warrants”), each whole Sponsor Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share. NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
Clause type: payment
 Provided Participating Entity or Purchasing Entity is qualified for credit with Contractor, payment is due no later than 30 days from the invoice date. Payments may be made via a State or political subdivision purchasing card if presented at time of order.
Clause type: seed
 Pilots who select the enhanced option shall be entitled to a one time payment of $10,000. Except as provided below, this shall be paid upon a pilot’s activation into the CDG/HKG crew position.