bhaskrr/legal-clauses huggingface dataset:
Clause type: notices
All notices, reports, records or other communications that are required or permitted to be given to the parties under this Agreement shall be sufficient in all respects if given in writing and delivered in person, by telecopy (provided it is followed by overnight courier), by overnight courier or by registered or certified mail, postage prepaid, return receipt requested, to the receiving party at the address set forth on Schedule 1 hereto or to such other address as such party may have given to the other parties by notice pursuant to this subsection. Notice shall be deemed given on the date of delivery, in the case of personal delivery or telecopy, or on the delivery or refusal date, as specified on the return receipt, in the case of overnight courier or registered or certified mail.
Clause type: now
THEREFORE in consideration of the mutual promises set forth herein, the parties hereto agree as follows:
Clause type: investment_company
 None of the Parent and its Subsidiaries is an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.
Clause type: whereas
the Company desires to issue and sell the Shares to Purchasers on the terms and conditions set forth herein.
Clause type: board
 The business and affairs of the Corporation shall be managed by or under the direction of the Board. In addition to the powers and authority expressly conferred upon them by statute or by the Certificate of Incorporation or the Bylaws, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.
Clause type: interest
 (a) Each Note will bear interest at the rate of % per annum (the --- "Coupon Rate") from the original date of issuance until the principal thereof becomes due and payable, and on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the Coupon Rate, compounded quarterly, payable (subject to the provisions of Article Four of this Second Supplemental Indenture) quarterly in arrears on March 31, June 30, September 30 and December 31 of each year (each, an "Interest Payment Date", commencing on , 1995), to the Person in whose name such -------------- Note or any predecessor Note is registered, at the close of business on the regular record date for such interest installment, which, in respect of any Notes of which the Property Trustee is the Holder of or a Global Note, shall be the close of business on the Business Day next preceding that Interest Payment Date. Notwithstanding the foregoing sentence, if the Preferred Securities are no longer in book-entry only form or if pursuant to the Indenture the Notes are not represented by a Global Note, the Company may select a regular record date for such interest installment which shall be any date at least one Business Day before an Interest Payment Date.
Clause type: representations
and Warranties. The Company represents and warrants to the Agent and the Lenders that: (a) the representations and warranties made in Section 8 of the Credit Agreement are true and correct on and as of the date hereof with the same effect as if made on and as of the date hereof (except to the extent relating solely to an earlier date, in which case they were true and correct as of such earlier date); (b) no Event of Default or Unmatured Event of Default exists or will result from the execution of this Amendment; (c) no event or circumstance has occurred since the Effective Date that has resulted, or would reasonably be expected to result, in a Material Adverse Effect; (d) the execution and delivery by the Company of this Amendment and the performance by the Company of its obligations under the Credit Agreement as amended hereby (as so amended, the “Amended Credit Agreement”) (i) are within the corporate powers of the Company, (ii) have been duly authorized by all necessary corporate action, (iii) have received all necessary approval from any governmental authority and (iv) do not and will not contravene or conflict with any provision of any law, rule or regulation or any order, decree, judgment or award which is binding on the Company or any of its Subsidiaries or of any provision of the certificate of incorporation or bylaws or other organizational documents of the Company or of any agreement, indenture, instrument or other document which is binding on the Company or any of its Subsidiaries; and (e) the Amended Credit Agreement is the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.
Clause type: compensation
 For the distribution and distribution support services provided by the Distributor pursuant to the terms of the Agreement, the Fund shall pay to the Distributor the compensation set forth in Schedule A attached hereto, which schedule may be amended from time to time. The Fund shall also reimburse the Distributor for its out-of-pocket expenses related to the performance of its duties hereunder, including, without limitation, telecommunications charges, postage and delivery charges, record retention costs, reproduction charges and traveling and lodging expenses incurred by officers and employees of the Distributor. The Fund shall pay the Distributor's monthly invoices for distribution fees and out-of-pocket expenses within ten days of the respective month-end. If this Agreement becomes effective subsequent to the first day of the month or terminates before the last day of the month, the Fund shall pay to the Distributor a distribution fee that is prorated for that part of the month in which this Agreement is in effect. All rights of compensation and reimbursement under this Agreement for services performed by the Distributor up to the termination date shall survive the termination of this Agreement.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument, notwithstanding that all parties are not signatory to the same counterpart. The exchange of copies of this Agreement and of signature pages by electronic mail or facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by electronic mail or facsimile shall be deemed to be their original signatures for all purposes.
Clause type: now
THEREFORE in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
Clause type: grant
 2.1 UFRFI hereby grants to LICENSEE the right and license to make, have made, use, lease and sell the Licensed Products, and to practice the Licensed Processes throughout the world in any and all fields of use to the end of the term for which the Patent Rights are granted unless sooner terminated according to the terms hereof, subject to the non-exclusive licensed granted to the United States Government.
Clause type: entire
Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.
Clause type: ownership_of_shares
 Evidence satisfactory to the Bank that as of the Borrowing Date the Guarantor is indirect owner of 100% of the capital stock of the Borrower. The Borrower shall be required to provide such documents, instruments and undertakings as may be required in the reasonable discretion of the Bank to satisfactorily establish that the requirements of this Section 5.14 shall be fulfilled within the time limits set forth herein.
Clause type: investment-company-act
 None of Holdco, the Company and the Guarantors is an “investment company” within the meaning of, and subject to registration under, the Investment Company Act or controlled by such a company.
Clause type: base-salary
 For all services to be rendered by the Executive pursuant to this Agreement, the Companies agree to pay the Executive during the term of this agreement a base salary (the "Base Salary") for each calendar year at an annual rate which is which is not less than the annual rate of the Executive's Base Salary in effect on December 31 of the immediately preceding calendar year. The Executive's annual incentive bonus provided for in Paragraph 5 and all other compensation and benefits to which the Executive is or may become entitled pursuant to this agreement or under any plans or programs of the Companies shall be in addition to the Base Salary.
Clause type: board
 (a) Liberty shall have the right to nominate up to such number of Liberty Directors as is equal to 20% of the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as Liberty Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of Liberty is at least equal to 15% of the Total Equity Securities). Liberty shall have the right to nominate one Liberty Director so long as Liberty Beneficially Owns at least 11,217,321 Equity Securities (so long as Liberty’s Ownership Percentage is at least equal to 5% of the Total Equity Securities). As of the date hereof, the Liberty Directors are John C. Malone and William R. Fitzgerald.
Clause type: indemnification
a. Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless any and all statutory or designated underwriters (the "Underwriters"), the representative of the Underwriters, if any (the "Representative"), and each of their officers, directors, partners, employees, agents, and counsel, and each person, if any, who controls the Representative or any one of the Underwriters within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against any and all loss, liability, claim, damage, and expense whatsoever (which shall include, for all purposes of this Section 8, but not be limited to, attorneys' fees and any and all expense whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever and any and all amounts paid in settlement of any claim or litigation) as and when incurred arising out of, based upon, or in connection with (i) any untrue statement or alleged untrue statement of a material fact contained (A) in any preliminary prospectus, the registration statement, or any post-effective amendment thereto, or the prospectus (as from time to time amended and supplemented), or any amendment or supplement thereto, relating to the offer or sale of Common Stock underlying the Warrants or the solicitation of exercise of the Warrants (such preliminary prospectus, registration statement, post-effective amendment or prospectus hereinafter collectively, the "Offering Documents") or (B) in any application or other document or communication (in this Section 8 collectively called an "application") in any jurisdiction in order to qualify the Common Stock and Warrants under the "blue sky" or securities laws thereof or filed with the Commission or any securities exchange; or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any breach of any representation, warranty, covenant, or agreement of the Company contained in this Agreement. The foregoing agreement to indemnify shall be in addition to any liability the Company may otherwise have, including liabilities arising under this Agreement; however, the Company shall have no liability under this Section 8 if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company as stated in Section 8(b) with respect to the Underwriters by or on be...
Clause type: miscellaneous
(a) Authority of the Representatives. Any action by the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters.
Clause type: termination
The Underwriters may terminate this Agreement by notice given by you to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Shares on the terms and in the manner contemplated in the Prospectus.
Clause type: interest
 All amounts payable to the Executive under this Agreement shall be due and payable at the time specified herein and any payment which is not made within five days of the date of written demand shall be made with interest on the amount due from the due date until paid in full at an annual rate equal to 2% over the prime rate of interest generally published in The Wall Street Journal as in effect from time to time during the period from such due date until the date such payment is made.
Clause type: entire
Agreement. This Agreement, together with the other Transaction Documents, contains the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Company nor Investor makes any representation, warranty, covenant or undertaking with respect to such matters. For the avoidance of doubt, all prior term sheets or other documents between Company and Investor, or any affiliate thereof, related to the transactions contemplated by the Transaction Documents (collectively, “Prior Agreements”), that may have been entered into between Company and Investor, or any affiliate thereof, are hereby null and void and deemed to be replaced in their entirety by the Transaction Documents. To the extent there is a conflict between any term set forth in any Prior Agreement and the term(s) of the Transaction Documents, the Transaction Documents shall govern.
Clause type: payment
 Delete the second paragraph of subclause 37.1, and insert: ‘With each progress claim, the Contractor must submit the statutory declaration included in Annexure Part I and any other documentation which the Contract elsewhere requires to be submitted with a progress claim.' Delete the existing text of subclause 37.2 and insert 'The balance remaining after all required deductions are deducted from the claimable amount shall be due from the Principal to the Contractor, or the Contractor to the Principal, as the case may be. The Superintendent shall, before the end of the response period, issue to the Principal and to the Contractor a progress certificate evidencing the Superintendent's opinion of that balance and, if that balance is different to the amount claimed by the Contractor, the reason for that difference. If the Contractor does not make a progress claim in accordance with Item 28, the Superintendent may nevertheless issue the progress certificate. Unless the Principal itself issues a payment schedule which complies with the requirements of the security of payments legislation within the timeframes permitted under that legislation, the Superintendent's progress certificate or final certificate (as the case may be) shall be deemed to be the Principal's payment schedule, and to the extent that it is necessary for the Principal to do so, the Principal authorises the Superintendent to receive progress claims and issue payment schedules on its behalf. Subject to the following paragraph, if the progress certificate shows that an amount is due to the Contractor, then the Principal shall pay the amount of the progress certificate before the end of the payment period. If the progress certificate shows that an amount is due to the Principal, the Contractor shall pay the Principal the amount of the progress certificate within 15 business days after receiving the progress certificate. If the Superintendent fails to include a required deduction in a progress certificate, then the Principal may nevertheless deduct that required deduction from the amount shown in the certificate and pay the balance (if any) to the Contractor. Neither a progress certificate nor a payment of monies shall be evidence that the subject WUC has been carried out satisfactorily. Payment other than final payment shall be on account only.' In the second paragraph of subclause 37.4, delete 'Within 42 days after the expiry of the last defects liability period' and insert 'Before the end of the r...
Clause type: payment
 Borrowers shall indemnify, hold harmless and reimburse (within 10 days after demand therefor) each Payee for any Indemnified Taxes or Other Taxes (including those attributable to amounts payable under this Section) withheld or deducted by any Obligor or Payee, or paid by any Payee, with respect to any Obligations, whether or not such Indemnified Taxes were properly asserted by the relevant Governmental Authority, and including all penalties, interest and reasonable expenses relating thereto; provided, however, that Borrowers shall not be required to compensate Collateral Agent or any Lender for any Indemnified Taxes or Other Taxes incurred more than six months prior to the date that the applicable Payee notifies Borrower Representative of such Indemnified Taxes or Other Taxes and of such Payee’s intention to claim compensation therefor; provided, further, that, if the circumstances giving rise to such Indemnified Taxes or Other Taxes is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof. A certificate as to the amount of any such payment or liability delivered to Borrower Representative by any Payee (with a copy to Collateral Agent), shall be conclusive, absent manifest error. As soon as practicable after any payment of Indemnified Taxes by a Borrower, Borrower Representative shall deliver to Collateral Agent a receipt from the Governmental Authority or other evidence of payment satisfactory to Collateral Agent. This Section 5.6 shall survive the repayment of the Loans and the termination of this Agreement.
Clause type: vesting
 (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the year period beginning and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, restructuring and related charges under Board approved plans, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP.
Clause type: compensation
 In consideration of the services rendered pursuant to this Agreement, the Adviser will pay the Sub-Adviser on the fifth business day of each month a fee equal to the percentage allocation of the fees (net of applicable breakpoints, waivers and reimbursements) paid by each Fund to the Adviser under the Advisory Agreement for such Fund as set forth in Appendix A. The fee for the period from the date of this Agreement to the end of the calendar month shall be prorated according to the proportion that such period bears to the full monthly period. Upon any termination of this Agreement before the end of a month, the fee for such part of that month shall be prorated according to the proportion that such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement.
Clause type: board
 (a) Prior to the IPO Closing, the Principal Stockholders and the Company shall take all Necessary Action to cause the board of directors of the Company (the “Board of Directors”) to be comprised of at least eight (8) directors as of the IPO Closing, (i) three (3) of whom shall be designated by TPG (each, a “TPG Director”), (ii) two (2) of whom shall be designated by Silver Lake (each, a “Silver Lake Director” and, together with the TPG Directors, the “Sponsor Directors”), (iii) two (2) of whom shall each satisfy the requirements to qualify as an Independent Director (each, an “Unaffiliated Independent Director”) and (iv) one (1) of whom shall be the Chief Executive Officer (or equivalent) of the Company. At the IPO Closing, the TPG Directors shall be Karl Peterson, Gary Kusin and Timothy Dunn; the Silver Lake Directors shall be Greg Mondre and Joe Osnoss; and the Unaffiliated Independent Directors shall be Lawrence Kellner and Judy Odom. The foregoing directors shall be divided into three classes of directors, each of whose members shall serve for staggered three-year terms as follows:
Clause type: compensation
 Fund shall pay to Custodian such compensation at such times as may from time to time be agreed upon in writing by Custodian and Fund. Custodian may charge such compensation against monies held by it for the account of Fund. Custodian shall also be entitled, notwithstanding the provisions of Sections 5B or 5C hereof, to charge against any monies held by it for the account of Fund the amount of any loss, damage, liability or expense for which it shall be entitled to reimbursement under the provisions of this Agreement. Custodian shall not be entitled to reimbursement by Fund for any loss or expenses of any sub- custodian; provided that Custodian shall not be liable for, and Fund shall hold Custodian harmless from, the expenses of any special sub-custodian.
Clause type: definitions
1.01 Capitalized terms used in this Amendment are defined in the Loan Agreement, as amended hereby, unless otherwise stated.