bhaskrr/legal-clauses huggingface dataset:
Clause type: dividends
 (a) The holders of Series A Preferred Shares shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available for the payment of dividends, cumulative preferential dividends payable in cash in an amount per share equal to the greater of (i) $0.525 per share per Dividend Period (equivalent to 8.4% of the liquidation preference per annum) or (ii) the cash dividends (determined on each Dividend Payment Date) on the Common Shares, or portion thereof, into which a Series A Preferred Share is convertible. Such dividends shall equal the number of Common Shares, or portion thereof, into which a Series A Preferred Share is convertible, multiplied by the most current quarterly cash dividend on a Common Share on or before the applicable Dividend Payment Date. Such dividends shall begin to accrue and shall be fully cumulative from the Issue Date, whether or not in any Dividend Period or Periods there shall be funds of GGC legally available for the payment of such dividends, and shall be payable quarterly, when, as and if declared by the Board of Directors, in arrears on Dividend Payment Dates, commencing on [INSERT FIRST JANUARY 31, APRIL 30, JULY 31 OR OCTOBER 31 AFTER THE ISSUE DATE]. Each such dividend shall be payable in arrears to the holders of record of Series A Preferred Shares as they appear in the records of GGC at the close of business on such record dates, not less than 10 nor more than 50 days preceding such Dividend Payment Dates thereof, as shall be fixed by the Board of Directors. Accrued and unpaid dividends for any past Dividend Periods may be declared and paid at any time and for such interim periods, without reference to any regular Dividend Payment Date, to holders of record on such date, not less than 10 nor more than 50 days preceding the payment date thereof, as may be fixed by the Board of Directors. Any dividend payment made on Series A Preferred Shares shall first be credited against the earliest accrued but unpaid dividend due with respect to Series A Preferred Shares which remains payable.
Clause type: representations
and Warranties. The representations and warranties of Parent and Merger Sub contained in this Agreement shall have been true and correct in all material respects as of the date of this Agreement, except where the failure to be so true and correct would not, in the aggregate, have a Material Adverse Effect on Parent. In addition, the representations and warranties of Parent and Merger Sub contained in this Agreement shall be true and correct in all material respects on and as of the Effective Time except for changes contemplated by this Agreement and except for those representations and warranties which address matters only as of a particular date (which shall remain true and correct as of such particular date), with the same force and effect as if made on and as of the Effective Time, except in such cases (other than the representations in Sections 3.2 and 3.3) where the failure to be so true and correct would not, in the aggregate, have a Material Adverse Effect on Parent. The Company shall have received a certificate with respect to the foregoing signed on behalf of Parent by the Chief Executive Officer and the Chief Financial Officer of Parent; and
Clause type: counterparts
This Amendment may be executed in one or more counterparts, each of which, when taken together, shall constitute one and the same document.
Clause type: loans
 (a) The Loans constituting any Borrowing shall be in an aggregate principal amount that is an integral multiple of $10,000,000 and not less than $50,000,000. No more than two Borrowings each having an aggregate principal amount in excess of $10,000,000,000 may be requested by the Borrower in any period of five consecutive Business Days without the prior written consent of the Lender.
Clause type: compensation
 For the services provided to each Series, the Manager will pay the Sub-Adviser an annual fee equal to the amount specified for such Series in Schedule A hereto, payable monthly in arrears. The fee will be appropriately prorated to reflect any portion of a calendar month that this Agreement is not in effect among the parties. In accordance with the provisions of the Management Agreement, the Manager is solely responsible for the payment of fees to the Sub-Adviser, and the Sub-Adviser agrees to seek payment of its fees solely from the Manager; provided, however, that if the Trust fails to pay the Manager all or a portion of the management fee under said Management Agreement when due, and the amount that was paid is insufficient to cover the Sub-Adviser’s fee under this Agreement for the period in question, then the Sub-Adviser may enforce against the Trust any rights it may have as a third-party beneficiary under the Management Agreement and the Manager will take all steps appropriate under the circumstances to collect the amount due from the Trust.
Clause type: headings
Each of the captions contained in this Amendment are for the convenience of reference only and shall not define or limit the provisions hereof.
Clause type: base-salary
 Harris shall receive a minimum salary of $350,000 per annum payable in accordance with the payroll procedures for World's salaried employees in effect during the term of this Agreement.
Clause type: representations
and Warranties. The Borrower hereby represents and warrants to the Bank as follows:
Clause type: assignment
25. The Consultant will not voluntary, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client. ENTIRE AGREEMENT
Clause type: termination
This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior to delivery of and payment for the Securities, if at any time prior to such delivery and payment (i) trading in the Company’s Common Stock shall have been suspended by the Commission or trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by any of the Disclosure Package, the Final Prospectus (exclusive of any amendment or supplement thereto), or this Agreement.
Clause type: taxes
 3.1.6.1 All taxes, assessments, fees, penalties, interest, and other governmental charges with respect to GACR which have become due and payable as of the date hereof have been paid in full or adequately reserved against by GACR, (including without limitation, income, property, sales, use, franchise, capital stock, excise, added value, employees’ income withholding, social security, and unemployment taxes), and all interest and penalties thereon with respect to the periods then ended and for all periods thereto;
Clause type: taxes
 Borrower shall make, and cause each Subsidiary to make, timely payment of all material federal, state, and local taxes or assessments (other than taxes and assessments which Borrower is contesting in good faith, with adequate reserves maintained in accordance with GAAP) and will deliver to Bank, on demand, appropriate certificates attesting to such payments.
Clause type: notices
(a) All notices, requests and other communications shall be in writing (including, unless the context expressly otherwise provides, by facsimile transmission, provided that any matter transmitted by the Company by facsimile (i) shall be immediately confirmed by a telephone call to the recipient at the number specified on Schedule 10.2, and (ii) shall be followed promptly by delivery of a hard copy original thereof) and mailed, faxed or delivered, to the address or facsimile number specified for notices on Schedule 10.2; or, as directed to the Company or the Agent, to such other address as shall be designated by such party in a written notice to the other parties, and as directed to any other party, at such other address as shall be designated by such party in a written notice to the Company and the Agent.
Clause type: investments
 All Investments of each Borrower are Investments permitted pursuant to Section 7.04(b).
Clause type: investment-company-act
 Neither the Borrower nor any other Credit Party is required to register as an “investment company” or a company “controlled” by an entity required to register as “investment company,” within the meaning of, or subject to regulation under, the Investment Company Act of 1940, as amended.
Clause type: now
THEREFORE in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
Clause type: investments
 Neither the Credit Parties nor any of their Subsidiaries shall make or maintain any Investments other than (i) existing and additional Investments in Subsidiaries on the date hereof so long as they remain Subsidiaries of Sepracor, (ii) Qualified Investments and (iii) acquisitions permitted under Section 6.6 and (iv) Investments consisting of foreign deposit accounts used for ordinary course working capital purposes of the Credit Parties or their Subsidiaries; PROVIDED, that the aggregate balance of foreign deposit accounts of the Borrower and its Subsidiaries shall not at any time exceed $10,000,000.
Clause type: assignment
No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties, except that Parent may assign its rights and delegate its obligations hereunder to its affiliates as long as Parent remains ultimately liable for all of Parent’s obligations hereunder. Any purported assignment in violation of this Section 9.9 shall be void. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Clause type: interest
 (a) Subject to the provisions of subsection (b) below, (i) each LIBOR Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum of (A) the LIBOR Rate for such Interest Period plus (B) the Applicable Rate plus (C) the applicable Liquidity Premium; (ii) each Base Rate Loan (other than Borrowings pursuant to the Auto Borrow Agreement) shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of (A) the Base Rate plus (B) the Applicable Rate plus (C) the applicable Liquidity Premium; and (iii) each Loan made pursuant to the Auto Borrow Agreement shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of (A) the rate based on clause (b) of the definition of “LIBOR Base Rate” plus (B) the Applicable Rate plus (C) the applicable Liquidity Premium.
Clause type: loans
 (A) Except as provided in (B) below, no Obligor may be a creditor in respect of any Financial Indebtedness.
Clause type: grant_of_option
 The Company hereby grants to Participant on the date set forth above (the “Date of Grant”), the right and option (the “Option”) to purchase all or portions of an aggregate of [●] ([●]) shares of Common Stock at a per share price of $[●] on the terms and conditions set forth herein and subject to adjustment pursuant to Section 15 of the Plan. This Option is intended to be an incentive stock option within the meaning of Section 422, or any successor provision, of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder, to the extent permitted under Code Section 422(d). If the number of shares vesting for Participant in any single year exceeds the limit established by Section 422 of the Internal Revenue Code for incentive stock option treatment, the Option shall be deemed an incentive stock option to the extent of the number of shares within the limit and a nonqualified stock option the extent of the number of shares that exceed the limit.
Clause type: representations
and Warranties. Borrower hereby affirms to Foothill that all of Borrower's representations and warranties set forth in the Agreement are true, complete and accurate in all respects as of the date hereof.
Clause type: definitions
For all purposes of this Trust Agreement, except as otherwise expressly provided herein or unless the context otherwise requires, capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in Appendix A to the Indenture, dated December 21, 2004, between American Home Mortgage Investment Trust 2004-4, as Issuer, and The Bank of New York, as Indenture Trustee, which is incorporated by reference herein. All other capitalized terms used herein shall have the meanings specified herein.
Clause type: dividends
 The Company shall not, and shall not permit any of the Company Subsidiaries to: (i) declare or pay any dividends on or make other distributions in respect of any of their respective capital stock other than to the Company or the Company Subsidiaries and other than regular quarterly dividends on Company Common Stock with usual record and payment dates not, during any period of any fiscal year, in excess of the dividends for the comparable period of the prior fiscal year, (ii) split, combine or reclassify any of their respective capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of their respective capital stock or (iii) redeem, repurchase or otherwise acquire any shares of their respective capital stock, other than (A) redemptions, purchases or acquisitions required by the respective terms of any series of Company Preferred Stock or Company Preference Stock, or (B) for the purpose of funding employee stock ownership plans and dividend reinvestment programs in accordance with past practice. Notwithstanding the foregoing, the Company may redeem Company Preferred Stock pursuant to the provisions of Section 2.1(c) and the Company may redeem Company Preference Stock pursuant to the provisions of Section 2.1(d). The last record date of the Company on or prior to the Effective Time which relates to a regular quarterly dividend on Company Common Stock shall be prior to the Effective Time.
Clause type: investments
 Make any Investment if, immediately before and after giving effect to such Investment, an Event of Default shall have occurred and be continuing; provided that the foregoing restriction will not apply to Investments made (i) in the ordinary course of business or required in connection with the Receivables Purchase Documents or (ii) as part of the Post-Closing Restructuring.
Clause type: indemnification
Except for the negligence of Landlord, its agents, employees or contractors, and to the extent permitted by law, Tenant agrees to indemnify, defend and hold harmless Landlord, and Landlord's agents, employees and contractors, from and against any and all losses, liabilities, damages, costs and expenses (including attorneys' fees) resulting from claims by third parties for injuries to any person and damage to or theft or misappropriation or loss of property occurring in or about the Project and arising from the use and occupancy of the Premises or from any activity, work, or thing done, permitted or suffered by Tenant in or about the Premises or due to any other act or omission of Tenant, its subtenants, assignees, invitees, employees, contractors and agents. The furnishing of insurance required hereunder shall not be deemed to limit Tenant's obligations under this Paragraph 18.
Clause type: governing
Law. This Agreement shall be governed by and construed in ------------- accordance with the laws of the State of California, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any court within Santa Clara County, State of California, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of California for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process.
Clause type: investment-company-act
 None of the Borrowers or any Subsidiary is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.
Clause type: ownership_of_shares
 Annex I hereto correctly sets forth, as of the date of this Agreement, the number of Shares owned beneficially and of record by such Stockholder that are the subject of this Agreement. Such Stockholder has good title to all of the Shares indicated as owned by such Stockholder in the capacity set forth on Annex I as of the date hereof, and has the right to vote such Shares in the manner provided herein.
Clause type: base-salary
 The Company agrees to pay Employee a base salary at an annual rate of three hundred sixty thousand dollars ($360,000) (the “Base Salary”), payable in accordance with the regular payroll practices of the Company. This Base Salary shall compensate Employee for all hours of work, and this position shall not be eligible for overtime. The Base Salary shall be subject to change at the discretion of the Board or Compensation Committee, as applicable. The term “Base Salary” will refer to the Base Salary as may be modified from time to time.
Clause type: grant
 The Company hereby grants to the Optionee, pursuant to the ABC Funding, Inc. 2008 Stock Incentive Plan, an option (the "Option") to purchase up to an aggregate of 333,333 shares (the "Optioned Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), at an exercise price (the "Exercise Price") of $0.65 per Optioned Share.
Clause type: investment-company-act
 Neither the Company nor any of its subsidiaries is an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the rules and regulations of the Commission thereunder.
Clause type: ownership_of_shares
 It is intended that Shares may be purchased and owned only by Persons who are, or who are deemed to be, Qualified Purchasers. Shares that are owned by Persons who received the same from a Qualified Purchaser as a gift or bequest, or in a case in which the transfer was caused by legal separation, divorce, death or other involuntary event, shall be deemed to be owned by a Qualified Purchaser, subject to such rules, regulations and orders as the Securities and Exchange Commission may from time to time prescribe or adopt. The Manager may impose additional restrictions on the ownership of Shares to ensure that the Fund (i) will be an exempted issuer described in Section 3(c)(1) or 3(c)(7)(A) of the 1940 Act, (ii) will not be classified as an association or a publicly traded partnership subject to tax as a corporation or (iii) will not be required to register under the 1940 Act. The ownership of Shares will be recorded in the books of the Fund or a transfer agent. The record books of the Fund or any transfer agent, as the case may be, shall be conclusive as to who are the holders of Shares and as to the number of Shares held from time to time by each holder. No Shares shall be recorded as being owned by a Shareholder except in accordance with the procedures set forth in Section 5.1 of this Agreement. No certificates certifying the ownership of Shares shall be issued except as the Manager may otherwise determine from time to time.
Clause type: severability
In case any one or more of the provisions in this Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.
Clause type: ownership_of_shares
 As of the date of this Agreement, Parent does not own any shares of Company Common Stock.
Clause type: whereas
the Company and the Initial Stockholders desire that the Escrow Agent accept the Escrow Shares, in escrow, to be held and disbursed as hereinafter provided. IT IS AGREED:
Clause type: base-salary
 For all services rendered by Executive during the Employment Period, the Company shall pay Executive an annual base salary of ($ ) (the “Base Salary”) per year. This amount shall be payable bi-weekly in equal installments, in arrears, according to the Company’s customary payroll practices, less all amounts required to be held by federal, state, or local law, and all applicable deductions authorized by Executive or required by law. The Compensation Committee of the Company’s Board of Directors (“Compensation Committee”) shall meet at least annually to review Executive’s Base Salary. The Base Salary, at the discretion of the Compensation Committee, may be increased, but may not be decreased during the Employment Period.
Clause type: ownership_of_shares
 The Stockholders are the owners, beneficially and of record, of the Stock, which constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of the Corporation. The Stock is the sole voting stock of the Corporation and is duly authorized, validly issued, fully paid and non-assessable. The Stock has not been pledged, mortgaged or otherwise encumbered in any way and there is no lien, mortgage, charge, claim, liability, security interest or encumbrance of any nature against the Stock. There are no options, warrants, rights of subscription or conversion. calls, commitments, agreements, arrangements, understandings, plans, contracts, proxies, voting trusts, voting agreements or instruments of any kind or character, oral or written, to which the Stockholders or the Corporation is a party, or by which the Stockholders or the Corporation is bound, relating to the issuance, voting or sale of the Stock or any authorized but unissued shares of capital stock of the Corporation or of any securities representing the right to purchase or otherwise receive any such shares of capital stock. There are no stockholders agreements. preemptive rights or other agreements, arrangements, groups, commitments or understandings, oral or written, that have not been disclosed to the Buyer, relating to the voting, issuance, Merger or disposition of shares of the Corporation or the conduct or management of the Corporation by its Board of Directors. The Stockholders have, and at the Closing shall have, good and marketable title to the Stock and full right to transfer title to the Stock, subject to any restrictions imposed by state or federal securities laws, free and clear of all liens, mortgages, charges, liabilities, claims, security interests or encumbrances of every type whatsoever. The sale, conveyance, transfer and delivery of the Stock by the Stockholders to the Buyer pursuant to this Agreement will transfer full legal and equitable right, title and interest in the Stock to the Buyer, free and clear of all liens, mortgages, charges, claims, liabilities, security interests and encumbrances of any nature whatsoever.