bhaskrr/legal-clauses huggingface dataset:
Clause type: esop
 (a) Prior to the Thrift Plan Transfer, the Company shall ---- cause the ESOP to be terminated and/or merged into the Company Thrift Plan, in a transaction consistent (in the case of a merger) with the requirements of Section 414(1) of the Code.
Clause type: indemnification
The Company shall indemnify any person who was or is a party defendant or is threatened to be made a party defendant, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was a Member of the Company, Manager, employee or agent of the Company, or is or was serving at the request of the Company, against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the Members determine that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Company, and with respect to any criminal action proceeding, has no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of "no lo Contendere" or its equivalent, shall not in itself create a presumption that the person did or did not act in good faith and in a manner which he reasonably believed to be in the best interest of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was lawful
Clause type: payment
 The purchase price for the Securities shall be paid simultaneously with the execution and delivery to the Company of the signature page of this Subscription Agreement. Subscriber shall deliver a signed copy of this Subscription Agreement (which may be executed and delivered electronically), along with payment for the aggregate purchase price of the Securities by ACH electronic transfer or wire transfer to an account designated by the Company, or by any combination of such methods.
Clause type: base-salary
 Executive’s base salary shall be an annual salary of $600,000 (“Base Salary”), payable by the Company in accordance with the Company’s normal payroll practices. The Base Salary shall be reviewed on an annual basis during the Term for increase in the sole discretion of the compensation committee (the “Committee”) of the Board of Directors of the Company.
Clause type: investment-company-act
 Neither the Company nor any of its Subsidiaries is (a) an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended. The consummation of the Transactions does not and will not violate any provision of such act or any rule, regulation or order issued by the SEC thereunder.
Clause type: now
THEREFORE in consideration of the premises and the mutual agreements hereinafter set forth and for the purpose of defining the terms and provisions of the Warrants and the certificates representing the Warrants and the respective rights and obligations thereunder of the Company, the holders of certificates representing the Warrants and the Warrant Agent, the parties hereto agree as follows:
Clause type: loans
 To the best knowledge and belief of management of the Bank, as of the date of this Agreement, each loan reflected as an asset of the Bank in the Bank's Financial Statement is the legal, valid and binding obligation of the obligor named therein, and no loan, is subject to any asserted defense, offset or counterclaim known to the Bank, except as disclosed on Schedule 4.7.
Clause type: employee_benefits
 The Executive shall, during his employment under this Agreement, be included to the extent eligible thereunder in all employee benefit plans, programs or arrangements (including, without limitation, any plans, programs or arrangements providing for retirement benefits, incentive compensation, profit sharing, bonuses, disability benefits, health and life insurance, or vacation and paid holidays) which shall be established by the Company for, or made available to, its executives generally.
Clause type: investments
 Neither Borrower nor any of its Subsidiaries shall make any Investment except for Permitted Investments.
Clause type: interest
 Any amount of Rent or other charges provided for under this Lease due and payable to Landlord which is not paid when due shall bear interest at the Interest Rate from the date that is (i) five (5) days after the date such Rent is due until such Rent is paid, or (ii) ten (10) days after Tenant receives written notice from Landlord that any other charge provided for under this Lease (other than Rent) is due and payable, until such other charge is paid.
Clause type: indemnification
(a) To the fullest extent permitted by applicable law, the Guarantor shall indemnify and hold harmless each Indemnified Person from and against any loss, damage or claim incurred by such Indemnified Person by reason of any act or omission performed or omitted by such Indemnified Person in good faith in accordance with this Guarantee Agreement and in a manner such Indemnified Person reasonably believed to be within the scope of authority conferred on such Indemnified Person by this Guarantee Agreement, except that no Indemnified Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Person by reason of negligence or willful misconduct with respect to such acts or omissions.
Clause type: interest
 (a) Prior to its Loan Maturity Date, each Advance shall bear interest at the Applicable Reference Rate plus 1.50% per annum. Held Funds shall bear interest at the Applicable Reference Rate which would have been applicable to such amounts if such amounts had been made available to the Company pursuant to the applicable requested Advance plus 1.50% per annum. Any Advance not paid when due shall bear interest thereafter until paid in full at a rate per annum equal to the Applicable Reference Rate plus 3.50% per annum.
Clause type: employee_benefits
 (a) Schedule 3.19(a) sets forth a list of all “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), regardless of whether or not subject to ERISA and regardless of whether or not relating to employees within or without the United States) (“Company Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA regardless of whether or not subject to ERISA and regardless of whether or not relating to employees within or without the United States) and all other bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, paid time-off, severance, employment, consulting, termination indemnity, change-in-control, disability, death benefit, hospitalization, medical, fringe benefit and other compensatory or benefit plans, agreements, arrangements or understandings entered into, maintained, sponsored or contributed to, or required to be entered into, maintained, sponsored or contributed to, by the Company or any Company ERISA Affiliate for the benefit of any current or former employees, officers, directors or other individual service providers of the Company or any Company Subsidiary or for which the Company or any Company ERISA Affiliate may have any liability (collectively, “Company Benefit Plans”), in each case, that are material. Schedule 3.19(a) separately identifies each material Company Benefit Plan that is maintained primarily for the benefit of Persons located outside the United States (each, a “Non-U.S. Company Benefit Plan”). Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and the Company Subsidiaries taken as a whole, since December 30, 2016, each Company Benefit Plan (other than a Non-U.S. Company Benefit Plan) has been established, maintained, funded, operated and administered in compliance with its terms and the requirements of applicable Law. The Company has made available to Parent true and complete copies as of the date hereof of (i) each material Company Benefit Plan and all amendments thereto or, with respect to any material Company Benefit Plan that is not in writing, a written description of the material terms thereof, (ii) the most recent annual report on Form 5500 filed with the IRS with respect to each Company Benefit Plan or equivalent filing in any relevant jurisdiction (...
Clause type: dividends
 No dividends or other distributions with a record date after the Effective Time with respect to shares of MIT Holdings Common Stock shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of MIT Holdings Common Stock represented by such Certificate, if any.
Clause type: taxes
 The Company and the Subsidiaries shall from time to time pay taxes of any and all kinds whatsoever that at any time are lawfully levied or assessed upon or become payable in respect of the Trust Fund, the income or any property forming a part thereof, or any security transaction pertaining thereto. To the extent that any taxes lawfully levied or assessed upon the Trust Fund are not paid by the Company and the Subsidiaries, the Trustee shall have the power to pay such taxes out of the Trust Fund and shall seek reimbursement from the Company and the Subsidiaries. Prior to making any payment, the Trustee may require such releases or other documents from any lawful taxing authority as it shall deem necessary. The Trustee shall contest the validity of taxes in any manner deemed appropriate by the Company or its counsel, but at the Company's and the Subsidiaries' expense, and only if it has received an indemnity bond or other security satisfactory to it to pay any such expenses. Prior to a Change in Control, the Trustee (i) shall not be liable for any nonpayment of tax when it distributes an interest hereunder on directions from the Committee, and (ii) shall have no obligation to prepare or file any tax return on behalf of the Trust Fund, any such return being the sole responsibility of the Committee. The Trustee shall cooperate with the Committee in connection with the preparation and filing of any such return. After a Change in Control, the Trustee shall have such duties and obligations.
Clause type: investments
 None of the Loan Parties will make or permit to remain outstanding any advance, loan, extension of credit or capital contribution to or investment in any Person, or purchase or own any stock, bonds, notes, debentures or other securities of any Person, or be or become a joint venturer with or partner of any Person (all such transactions being herein called "Investments"), except:
Clause type: loans
 (i) The Revolver Principal Debt is due and payable on the Termination Date in respect of the Revolver Facility.
Clause type: ownership_of_shares
 Stockholder (i) is the beneficial owner of, and has good and valid title to, the shares of Company Common Stock indicated on the signature page of this Agreement, all of which are free and clear of any Liens (except any Liens arising under securities laws or arising hereunder), (ii) is the owner of options that are exercisable for the number of shares of Company Common Stock indicated on the signature page of this Agreement, all of which options and shares of Company Common Stock issuable upon the exercise of such options are free and clear of any Liens (except any Liens arising under securities laws or arising hereunder), and (iii) does not own, beneficially or otherwise, any securities of the Company other than the shares of Company Common Stock, options to purchase shares of Company Common Stock, and shares of Company Common Stock issuable upon the exercise of such options indicated on the signature page of this Agreement.
Clause type: investments
 Make or hold, or permit any Subsidiary of Parent to make or hold, any Investment in any Person, except prior to the initial Borrowings on the Closing Date (x) to the extent permitted under Section 7.06 of the Existing Parent Credit Agreement (as in effect on the date hereof) or (y) any other transaction to the extent the restriction of such transaction by this Agreement is prohibited by Section 7.17 of the Existing Parent Credit Agreement (as in effect on the date hereof), and from and after the initial Borrowings on the Closing Date except (without duplication):
Clause type: interest
 The Issuer promises to pay interest on the principal amount of this Note at the rate per annum shown above from the date hereof until maturity. The Issuer shall pay interest semiannually in arrears on April 30 and October 30 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”), commencing October 30, 2012. Interest on the Notes shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from April 30, 2012 until the principal hereof is due. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate equal to 1% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; the Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) from time to time at the same rate to the extent lawful.
Clause type: payment
 All payments under this Note shall be made in lawful tender of the United States.
Clause type: employee_benefits
 (i) A copy of each bonus, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock option, employment, termination, severance, change of control, compensation, medical, health or other plan, agreement, policy or arrangement that covers employees, directors, former employees or former directors of the Company and its Subsidiaries (the "Compensation and Benefit Plans") and any trust agreement or insurance contract forming a part of such Compensation and Benefit Plans has been made available to Parent prior to the date hereof. The Compensation and Benefit Plans are listed in Section 5.1(h) of the Company Disclosure Letter and any "change of control" or similar provisions therein are specifically identified in Section 5.1(h) of the Company Disclosure Letter.
Clause type: investments
 Make any Investments, except for the following (each a “Permitted Investment”):
Clause type: investments
 Except for Permitted Investments (including investments in connection with a Permitted Bond Financing), directly or indirectly, make or acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any Investment; provided, however, that Borrowers and their Subsidiaries shall not have Permitted Investments (other than in the Cash Management Accounts, and other than temporary (i.e., held for less than 2 Business Days) deposits of retail store receipts made by Borrowers in deposit accounts maintained at banks that are physically proximate to the stores that generated such receipts) in deposit accounts or Securities Accounts in excess of $1,000,000 outstanding at any one time unless the applicable Borrower or its Subsidiary, as applicable, and the applicable securities intermediary or bank have entered into Control Agreements governing such Permitted Investments, as Agent shall determine in its Permitted Discretion, to perfect (and further establish) the Agent's Liens in such Permitted Investments.
Clause type: base-salary
 Commencing as of the Effective Date, and thereafter during the Employment Period, Executive’s base salary shall be $500,000 per annum, which amount may, but shall not be required to be, increased by the Compensation Committee of the Board (or, if no such committee exists, the Board) from time to time in accordance with the compensation policies and practices of the Company (as so adjusted from time to time, the “Base Salary”). The Base Salary shall be payable in regular installments in accordance with the Company’s standard payroll practices and shall be subject to customary withholding.
Clause type: loans
 Loans made or to be made by the Banks to the Borrower pursuant to Section 2.1.
Clause type: interest
 (A) The 2014 Notes shall bear interest at the rate of 5.70% per annum; provided, that any principal and premium and any installment of interest which is overdue shall bear interest at the same rate (to the extent that the payment of such interest shall be legally enforceable).
Clause type: base-salary
 The base salary shall be an annual salary of $250,000 ----------- ("Base Salary"), payable by the Company in accordance with the Company's normal payroll practices.
Clause type: entire
Agreement. This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled. Upon the effectiveness of this Agreement, the Prior Agreement shall be deemed amended and restated and superseded and replaced in its entirety by this Agreement, and shall be of no further force or effect.
Clause type: entire
Agreement. This agreement constitutes the entire agreement and understanding between the parties with respect to the subject matters herein and supersedes and replaces any prior agreements and understandings, whether oral or written, between them with respect to such matters.
Clause type: taxes
 MP will collect and pay and indemnify and hold AOL harmless from, any sales, use, excise, import or export value added or similar tax or duty not based on AOL's net income, including any penalties and interest, as well as any costs associated with the collection or withholding thereof, including attorneys' fees.
Clause type: investment-company-act
 Neither the Borrower nor FSIC is required to register as an “investment company” under the provisions of the 1940 Act; provided, that FSIC has elected to be regulated as a “business development company” under the 1940 Act.
Clause type: entire
Agreement. This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof and they supersede, merge, and render void every other prior written and/or oral understanding or agreement among or between the parties hereto.
Clause type: ownership_of_shares
 The shares of Common Stock, par value $.01 per share, of Carver Bancorp, Inc. covered by this Plan Share Award are held in trust by Marine Midland Bank, the Trustee of the Plan, for your benefit until such time as they are distributed to you or, if earlier, until you forfeit your rights to the Plan Shares.
Clause type: capitalization
 On the Restatement Effective Date, after giving effect to the Transaction, the authorized capital stock of (a) Holdings consists of (i) 1,000,000 shares of common stock, $.01 par value per share ("Holdings Common Stock"), 100 of which shares are issued and outstanding, (ii) 1,293,800 shares of designated preferred stock, $.01 par value per share, of which (a) 418,000 shares have been designated as Series A Convertible Participating Preferred stock ("Holdings Series A Convertible Preferred Stock"), all of which are issued and outstanding, (b) 418,000 shares have been designated as Series A Redeemable Preferred Stock ("Holdings Series A Redeemable Preferred Stock"), none of which are issued, (c) 228,500 shares have been designated as Series B Convertible Participating Preferred Stock ("Holdings Series B Convertible Preferred Stock"), of which 228,442 shares are issued and outstanding, (d) 228,500 shares have been designated as Series B Redeemable Preferred Stock ("Holdings Series B Redeemable Preferred Stock"), none of which are issued, and (iii) 300,000 shares of undesignated preferred stock, $.01 par value per share ("Holdings Undesignated Preferred Stock") and (b) the Borrower consists of 1,000 shares of common stock, $.01 par value per share ("Borrower Common Stock"), all of which shares are issued and outstanding. Such Holdings Common Stock, Borrower Common Stock, Holdings Series A Convertible Preferred Stock and Holdings Series B Convertible Preferred Stock is owned in the amounts, and by the Persons, set forth on Schedule VIII. Except as set forth in Schedule VIII, all of such outstanding shares have been duly and validly issued, are fully paid and nonassessable and are free of preemptive rights. Except as set forth in this Section and on Part A of Schedule VIII, on the Restatement Effective Date, neither Holdings, the Borrower nor any Subsidiary of the Borrower has outstanding any securities convertible into or exchangeable for its capital stock or outstanding any rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, its capital stock.
Clause type: investments
 Any investments by the Company or the Operating Partnership in Real Estate Assets and Securities and Debt-Related Investments.
Clause type: now
THEREFORE in consideration of the contribution and responsibilities of Executive, and upon the other terms and conditions hereinafter provided, the parties hereto agree as follows:
Clause type: representations
and Warranties. The representations and warranties of Parent and Merger Sub set forth in this Agreement 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 determining the satisfaction of this condition, no effect shall be given to any exception in such representations and warranties relating to materiality or a Parent Material Adverse Effect; provided, further, that, for purposes of this condition, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, results or would result in a Parent Material Adverse Effect. The Company shall have received a certificate signed on behalf of Parent by its Chief Executive Officer and Chief Financial Officer to the foregoing effect.
Clause type: representations
and Warranties. The representations and warranties made by Borrower to Lender in this Section 12.01 are made as of the Effective Date and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.