bhaskrr/legal-clauses huggingface dataset:
Clause type: compensation
 Except as contemplated by this Agreement, Sierra Norte shall not enter into or agree to enter into any employment contract or agreement for consulting, professional, or other services which will adversely and materially affect the operation of Sierra Norte prior to the Closing Date, except for any extensions of said contracts or agreements on substantially the same terms and conditions as were previously in effect.
Clause type: miscellaneous
(a) Soliciting Dealer hereby authorizes and ratifies the execution and delivery of the Dealer Manager Agreement by the Dealer Manager as the dealer manager of the Offering for itself and on behalf of all Soliciting Dealers, including Soliciting Dealer party hereto, and authorizes the Dealer Manager to agree to any variation of the terms or provisions of the Dealer Manager Agreement and to execute and deliver any amendment, modification or supplement thereto. Soliciting Dealer hereby agrees to be bound by all provisions of the Dealer Manager Agreement relating to Soliciting Dealers. Soliciting Dealer also authorizes the Dealer Manager to exercise, in the Dealer Manager’s discretion, all the authority or discretion now or hereafter vested in the Dealer Manager by the provisions of the Dealer Manager Agreement and to take all such actions as the Dealer Manager may believe desirable in order to carry out the provisions of the Dealer Manager Agreement and of this Agreement.
Clause type: loans
 Make any loans or other advances of money to any Person except, in respect of the Borrower, to a Related Borrower Subsidiary in connection with an Approved Financing pursuant to the terms of the Intercompany Documents or to a Related Borrower Subsidiary (as defined in the Other Loan Agreement) in connection with an Approved Financing (as defined in the Other Loan Agreement) pursuant to the terms of the Intercompany Documents (as defined in the Other Loan Agreement), and with respect to each Related Borrower Subsidiary, to the respective Underlying Borrower in respect of an Approved Financing pursuant to the terms of the Underlying Financing Agreements (as defined in the Other Loan Agreement) or an Approved Financing pursuant to the terms of the Underlying Financing Agreements (as defined in the Other Loan Agreement).
Clause type: taxes
 The Borrower and the Guarantor have filed all federal, state and local tax returns and other reports they are required by Laws to file prior to the date hereof and which are material to the conduct of their respective businesses, have paid or caused to be paid all taxes, assessments and other governmental charges that are due and payable prior to the delinquency thereof, and have made adequate provision for the payment of such taxes, assessments or other charges accruing but not yet payable and have no knowledge of any deficiency or additional assessment in connection with any taxes, assessments or charges not provided for on its books;
Clause type: counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which, when taken together, shall constitute one and the same agreement.
Clause type: whereas
as an inducement and a condition to entering into the Merger Agreement, Parent has required that the Stockholder agree, and the Stockholder has agreed, to enter into this Agreement;
Clause type: vesting
 (a) Subject to the remaining provisions of this Agreement, the Options shall vest upon the earlier of (i) the respective dates as indicated in Schedule I attached hereto, and (ii) a Trigger Event, and shall be exercisable to the extent this Option has vested.
Clause type: now
THEREFORE in consideration of the foregoing and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:
Clause type: entire
Agreement. This Agreement and the Exercise Agreement constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter.
Clause type: taxes
 The Borrower has filed by the due date therefor all federal, state and local tax returns and other reports it is required by law to file, has paid or caused to be paid all taxes, assessments and other governmental charges that are shown to be due and payable under such returns, and has made adequate provision for the payment of such taxes, assessments or other governmental charges which have accrued but are not yet payable except to the extent such taxes have been adequately reserved against by Borrower and the delay in payment thereof will not result in imposition of penalties in excess of Fifteen Thousand Dollars ($15,000). The Borrower has no knowledge of any deficiency or assessment in connection with any taxes, assessments or other governmental charges not adequately disclosed in the Financial Statements.
Clause type: termination
In the event that the Closing shall not have occurred with respect to a Buyer within five (5) days of the date hereof, then such Buyer shall have the right to terminate its obligations under this Agreement with respect to itself at any time on or after the close of business on such date without liability of such Buyer to any other party; provided, however, (i) the right to terminate this Agreement under this Section 8 shall not be available to such Buyer if the failure of the transactions contemplated by this Agreement to have been consummated by such date is the result of such Buyer’s breach of this Agreement and (ii) the abandonment of the sale and purchase of the Notes and the Warrants shall be applicable only to such Buyer providing such written notice, provided further that no such termination shall affect any obligation of the Company under this Agreement to reimburse such Buyer for the expenses described in Section 4(g) above. Nothing contained in this Section 8 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.
Clause type: ownership_of_shares
 The Company does not own any Shares of ------------------- Parent Common Stock.
Clause type: taxes
 Customer agrees to pay, when due, all taxes lawfully levied or assessed against Customer or any of the Collateral before any penalty or interest accrues thereon unless such taxes are being contested, in good faith, by appropriate proceedings promptly instituted and diligently conducted and an adequate reserve or other appropriate provisions have been made therefor as required in order to be in conformity with GAAP and an adverse determination in such proceedings could not reasonably be expected to have a Material Adverse Effect.
Clause type: payment_terms
 Unless otherwise provided in a separate signed writing between Buyer and Seller, Buyer shall pay all invoiced amounts due to Seller, without set-off, within fourteen (14) days from the date of Seller's invoice. Buyer shall make all payments hereunder by wire transfer or check and in US dollars. After the 14th day, Seller may charge Buyer and Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these Terms and Conditions or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Products that are the subject of unfilled Orders if Buyer fails to pay any amounts when due hereunder.
Clause type: loans
 If the Employer has so elected in the Plan Agreement, the Employer may direct the Trustee to make a loan to a Participant or Beneficiary from the vested portion of his Accounts, subject to the following terms and conditions and to such reasonable additional rules and regulations as the Plan Administrator may establish for the orderly operation of the program:
Clause type: base-salary
 In consideration of the services rendered to the Company hereunder by Executive and Executive's covenants hereunder and in the Company's Proprietary Information and Inventions Agreement, the Company shall, during the Employment Term, pay Executive a base salary in the amount of $11,666.67 per month ($140,000 annualized) (the "BASE SALARY"), less statutory deductions and withholdings, payable in accordance with the Company's regular payroll practices.
Clause type: investment-company-act
 None of Holdings, the Borrower or any Subsidiary Guarantor is required to be registered as an “investment company” under, the Investment Company Act of 1940.
Clause type: entire
Agreement. This Agreement, together with all exhibits and schedules to this Agreement, constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties, or obligations between the parties with respect to the subject matter of this Agreement.
Clause type: ownership_of_shares
 Each Holder represents and warrants to each of the other Holders and Pubco that such Holder is the record and beneficial owner of all of the Shares owned by them on the date hereof, any and all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements or other restrictions on title or transfer of any nature whatsoever (collectively, “Liens”) and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Shares), other than transfer restrictions under applicable securities laws. None of the Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares.
Clause type: ownership_of_shares
 As of the date hereof and at the Closing Date, each Seller owns and will own, beneficially and of record, all of the Shares being sold by it, free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever (collectively, “Liens”). At the Closing Date, each Seller will transfer to Ceres good and marketable title to the Shares being sold by it, free and clear of all Liens.
Clause type: insurance
During the period for which the Bank must indemnify Executive, the Bank will provide Executive (and his heirs, executors, and administrators) with coverage under a directors’ and officers’ liability policy at the Bank’s expense, that is at least equivalent to the coverage provided to directors and senior executives of the Bank.
Clause type: compensation
 As compensation for the performance of the Administrator’s obligations under this Agreement and as reimbursement for its expenses related thereto, the Administrator shall be paid by the Servicer in accordance with the Sale and Servicing Agreement.
Clause type: indemnification
(a) The Primary Parties, jointly and severally, agree to indemnify and hold harmless the Agent, its officers, directors, agents, attorneys, servants and employees and each person, if any, who control the Agent within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, against any and all loss, liability, claim, damage or expense whatsoever (including but not limited to settlement expenses, subject to the limitation set forth in the last sentence of subsection (c) below), joint or several, that the Agent or any of such officers, directors, agents, attorneys, servants, employees and controlling Persons (collectively, the “Related Persons”) may suffer or to which the Agent or the Related Persons may become subject under all applicable federal and state laws or otherwise, and to promptly reimburse the Agent and any Related Persons upon written demand for any reasonable expenses (including reasonable fees and disbursements of counsel) incurred by the Agent or any Related Persons in connection with investigating, preparing or defending any actions, proceedings or claims (whether commenced or threatened) to the extent such losses, claims, damages, liabilities or actions: (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), the Prospectus (or any amendment or supplement thereto), any Issuer-Represented Free Writing Prospectus, the Applications, or any blue sky application, or other instrument or document of the Primary Parties or based upon written information supplied by any of the Primary Parties filed in any state or jurisdiction to register or qualify any or all of the Shares under the securities laws thereof (collectively, the “Blue Sky Applications”), or any application or other document, advertisement, or communication (“Sales Information”) prepared, made or executed by or on behalf of any of the Primary Parties with its consent or based upon written information furnished by or on behalf of any of the Primary Parties, whether or not filed in any jurisdiction, in order to qualify or register the Shares under the securities laws thereof, (ii) arise out of or are based upon the omission or alleged omission to state in any of the foregoing documents or information, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were ma...
Clause type: severability
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. If, however, any provision of this Agreement is held, under applicable law, to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective only to the extent of such invalidity, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected or impaired in any way and shall be interpreted to give effect to the intent of the parties manifested thereby.
Clause type: base-salary
 The Executive's base salary for the first Employment Year under this Agreement (May 15, 1997 through May 15, 2000) shall be at the rate of Four Hundred Thousand Dollars ($400,000) per annum. Such base salary may be increased based on periodic reviews by the Compensation Committee of the Board of Directors. The Executive's base salary shall be paid throughout the year, in accordance with normal payroll practices of the Company.
Clause type: insurance
The Borrower will, and will cause each of its Subsidiaries to, (i) maintain insurance coverage by such insurers and in such forms and amounts and against such risks as are generally consistent with the insurance coverage maintained by the Borrower and its Subsidiaries at the date hereof, and (ii) forthwith upon any Lender's written request, furnish to such Lender such information about such insurance as such Lender may from time to time reasonably request, which information shall be prepared in form and detail satisfactory to such Lender and certified by an Authorized Officer of the Borrower.
Clause type: compensation
 By resolution of the Managers, each Manager may be paid his expenses, if any, of attendance at each meeting of the Managers, and may be paid a fixed sum for attendance at each meeting of the Managers or a stated salary as Manager. No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor.
Clause type: headings
Article and section headings in this Note are included herein for purposes of convenience of reference only and shall not constitute a part of this Note for any other purpose.
Clause type: confidentiality
Investor Director Designees may report and disclose to Investor any and all information received or observed by him or her in his or her capacity as an Investor Director Designee; provided, that such information shall not be used for any purpose other than, to the extent consistent with applicable Law, (1) to monitor, oversee and make decisions with respect to Investor’s investment in the Company; (2) to comply with Investor’s obligations under this Agreement; (3) to exercise any of Investor’s rights under this Agreement; and (4) to collaborate with the Company (collectively, the “Purpose”). The Company acknowledges that (x) Investor and its Affiliates have participated and may in the future participate (directly or indirectly) in investments in entities engaged in various businesses, including but not limited to, businesses similar to those engaged in by the Company and its Subsidiaries (and related businesses) (any such entity being a “Competitor”) that may have been, are or will be competitive with the Company’s or its Subsidiaries’ business, and that access to Company information will inevitably enhance Investors’ and its Affiliates’ directors, employees, agents or advisors who receive such information’s knowledge and understanding of such businesses in a way that cannot be separated from such persons’ other knowledge, (y) without limiting Investor’s obligations not to disclose or use Company information except as provided in this Section 2.7 (including, for the avoidance of doubt, as provided in this clause (y) of this Section 2.7), this Section 2.7 will not restrict Investor’s unaided use of such overall knowledge and understanding, including for its own internal purposes, to evaluate or make investments in entities whose businesses is related or similar to or competitive with the business of the Company or related activities (provided that Investor shall not disclose to any Competitor or any other Person any information disclosed to it pursuant to this Section 2.7 except as expressly permitted by this Section 2.7) and (z) the occurrence or existence of such investments or activities while in possession of Company information shall not by itself be cause for any action or allegation by the Company that the Investor has failed to observe any of its obligations set forth in this Section 2.7. Investor shall, and shall cause any Person to which it provides any such information in accordance with this Section 2.7 to, keep confidential and not disclose to ...
Clause type: termination
In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.
Clause type: compensation
 For all services rendered by the Employee under this Agreement, the Company shall pay to the Employee compensation as provided below:
Clause type: insurance
The Borrower maintains, and has caused each Subsidiary to maintain, with financially sound and reputable insurance companies, insurance on all their real and personal property in such amounts, subject to such deductibles and self-insurance retentions and covering such properties and risks as are adequate and customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Company’s certificate of incorporation and bylaws and applicable law.
Clause type: compensation
 Subject to the specific terms of this Agreement, the compensation to be received by SpinCo for each Service provided hereunder will be the fees set forth on the Schedule relating to the particular Service, subject to any escalation provided for on such Schedule. In consideration for the provision of a Service, each member of the RemainCo Group receiving such Service shall pay to SpinCo or, at the election of SpinCo, the member of the SpinCo Group providing such Service, the applicable fee for such Service as set forth on the attached Schedules.
Clause type: investments
 Neither the Borrower nor the Restricted Subsidiaries shall make or hold any Investments, except:
Clause type: counterparts
This Agreement may be executed in one or more counterparts, including by means of facsimile or other electronic method, each of which shall be an original and all of which shall together constitute one and the same document. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.
Clause type: headings
The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement. Very truly yours, AMERICAN ITALIAN PASTA COMPANY By: ------------------------------------- Name: Timothy S. Webster Title: President and Chief Executive Officer THOMPSON HOLDINGS, L.P. By: ------------------------------------- Attorney-in-Fact THE MORGAN STANLEY LEVERAGED EQUITY FUND II, L.P. By: Morgan Stanley Leveraged Equity Holdings, Inc., its general partner By: ------------------------------------- Name: Title: MORGAN STANLEY CAPITAL PARTNERS III, L.P. By: MSCP III, L.P., its general partner By: Morgan Stanley Capital Partners III, Inc., its general partner By: -------------------------------------- Name: Title: MORGAN STANLEY CAPITAL INVESTORS, L.P. By: MSCP III, L.P., its general partner By: Morgan Stanley Capital Partners III, Inc., its general partner By: -------------------------------------- Name: Title: MSCP III 892 INVESTORS, L.P. By: MSCP III, L.P., its general partner By: Morgan Stanley Capital Partners III, Inc., its general partner By: -------------------------------------- Name: Title: Accepted as of the date hereof MORGAN STANLEY & CO. INCORPORATED BT ALEX. BROWN INCORPORATED GOLDMAN, SACHS & CO. GEORGE K. BAUM & COMPANY Acting severally on behalf of themselves and the several U.S. Underwriters named in Schedule II hereto. By: Morgan Stanley & Co. Incorporated By: ------------------------------------- Name: Title: MORGAN STANLEY & CO. INTERNATIONAL LIMITED BT ALEX. BROWN INTERNATIONAL GOLDMAN SACHS INTERNATIONAL GEORGE K. BAUM & COMPANY Acting severally on behalf of themselves and the several International Underwriters named in Schedule III hereto. By: Morgan Stanley & Co. International Limited By: ------------------------------------- Name: Title: SCHEDULE I PART A NUMBER OF FIRM SHARES SELLING SHAREHOLDER TO BE SOLD ------------------------------------- --------------------- Thompson Holdings, L.P. 630,000 The Morgan Stanley Leveraged Equity Fund II, L.P. 1,375,893 Morgan Stanley Capital Partners III, L.P. 584,107 --------------------- Total............................ 2,590,000 ===================== PART B NUMBER OF ADDITIONAL SELLING SHAREHOLDER SHARES TO BE SOLD ---------------------------------------------- -------------------- The Morgan Stanley Leveraged Equity Fund II, L.P. ........................................ Morgan Stanley Capital Partners III, L.P...... Morgan Stanley Capit...
Clause type: payment
 All payments shall be made in lawful money of the United States of America at the principal office of the Lender, or at such other place as the holder hereof may from time to time designate in writing to the Company. Payment shall be credited first to Costs (as defined below), if any, then to accrued interest due and payable and any remainder applied to principal. Prepayment of principal together with accrued interest may not be made without the Lender’s consent. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.