bhaskrr/legal-clauses huggingface dataset:
Clause type: miscellaneous
EACH PARTY AGREES TO PERFORM SUCH FURTHER ACTS AND EXECUTE SUCH FURTHER DOCUMENTS AS ARE NECESSARY TO EFFECTUATE THE PURPOSES OF THIS AGREEMENT. THIS AGREEMENT WILL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF MARYLAND. THE CAPTIONS IN THIS AGREEMENT ARE INCLUDED FOR CONVENIENCE ONLY AND DO NOT DEFINE OR DELIMIT ANY OF THE PROVISIONS HEREOF OR OTHERWISE AFFECT THEIR CONSTRUCTION OR EFFECT.
Clause type: investments
 Purchase or acquire obligations or Equity Interests of, or any other interest in, any Person, other than: (a) Permitted Investments; (b) investments in the Equity Interests of Persons that are not Borrowers or Guarantors in an aggregate amount during the term of this Agreement not to exceed $30,000,000; and (c) investments in the Equity Interests of Foreign Subsidiaries of Borrowers in an aggregate amount in any fiscal year not to exceed $15,000,000, provided that (i) at the time of any Investment under clause (b) or (c) above and after giving effect thereto Excess Availability is at least 20% of the Loan Cap and (ii) so long as Borrowers satisfy the Transaction Conditions, if Borrowers make investments of the type described in clause (b) or (c) above with Net Equity Proceeds, such investments shall not count toward the dollar limits set forth in such clauses to the extent they are made with Net Equity Proceeds.”
Clause type: board
 There is hereby created a Board of Directors (“Board”), which shall serve as the governing body of the RCEA, and shall exercise or oversee the exercise of all powers and authority on behalf of the RCEA as set forth herein. Each Member shall designate one person as a member of the Board (“Director”) and one person as an alternate member of the Board (“Alternate Director”). The Alternate Director may serve and vote in place of the appointing Member’s Director who is absent or who disqualifies him/herself from participating in a meeting of the Board. Directors and Alternates shall serve at the pleasure of the appointing Member and may be removed at any time, without cause, at the sole discretion of that Member. They shall not be compensated for their service, but may be reimbursed for expenses reasonably incurred in the performance of their Board functions, and appropriately documented. Each Director and Alternate Director may be an elected official of the governing body of the Member that he or she represents or a non-elected representative. Each Director and Alternate Director shall serve on the Board from the first meeting of the Board after appointment by the Member, until his or her successor is selected by that Member.
Clause type: dividends
 Declare, pay or make any dividend or distribution on any shares of the common stock or preferred stock of or membership interest in any Borrower (other than dividends or distributions payable in its stock, or split-ups or reclassifications of its stock) or apply any of its funds, property or assets to the purchase, redemption or other retirement of any common or preferred stock of or membership interest in, or any options to purchase or acquire any such shares of common or preferred stock or membership interest in of any Borrower except with respect to (a) so long as no Default or Event of Default has occurred and is continuing or would result after giving effect to such redemption and so long as Borrowers have Undrawn Availability in excess of $4,000,000 after giving effect to such redemption, payment of any redemption amount of any preferred stock and series C common stock in accordance with the terms of such stock and (b) the purchase of stock from employees who are no longer employed by Borrowers.
Clause type: miscellaneous
28 10.1. Press Releases . . . . . . . . . . . . . . . . . . . . . . . . . 28 10.2. Taking Prior to Closing. . . . . . . . . . . . . . . . . . . . . 28 10.3. Agreement Not to be Recorded . . . . . . . . . . . . . . . . . . 28 10.4.
Clause type: confidentiality
The Executive acknowledges that in the course of his employment with the Company, he has acquired non‑public privileged or confidential information and trade secrets concerning the operations, future plans and methods of doing business (“Proprietary Information”) of Sempra Energy and its Affiliates; and the Executive agrees that it would be extremely damaging to Sempra Energy and its Affiliates if such Proprietary Information were disclosed to a competitor of Sempra Energy and its Affiliates or to any other person or corporation. The Executive understands and agrees that all Proprietary Information has been divulged to the Executive in confidence and further understands and agrees to keep all Proprietary Information secret and confidential (except for such information which is or becomes publicly available other than as a result of a breach by the Executive of this provision or information the Executive is required by any governmental, administrative or court order to disclose) without limitation in time. In view of the nature of the Executive’s employment and the Proprietary Information the Executive has acquired during the course of such employment, the Executive likewise agrees that Sempra Energy and its Affiliates would be irreparably harmed by any disclosure of Proprietary Information in violation of the terms of this paragraph and that Sempra Energy and its Affiliates shall therefore be entitled to preliminary and/or permanent injunctive relief prohibiting the Executive from engaging in any activity or threatened activity in violation of the terms of this paragraph and to any other relief available to them. Inquiries regarding whether specific information constitutes Proprietary Information shall be directed to the Company’s Senior Vice President, Public Policy (or, if such position is vacant, the Company’s then Chief Executive Officer); provided, that the Company shall not unreasonably classify information as Proprietary Information.
Clause type: loans
 Each Loan Party will not, and will not permit its respective Subsidiaries to, make any loans, advances, contributions or payments of money or goods to any Subsidiary (including any Inactive Subsidiary), Affiliate or parent company or to any officer, director or stockholder of such Loan Party or of any such company (except for compensation for personal services actually rendered), except:
Clause type: headings
The section headings used in this Agreement are intended for convenience of reference and shall not by themselves determine the construction or interpretation of any provision of this Agreement.
Clause type: payment
 Payment of the Offered Price will be payable, at the option of the Company and/or its assignee(s) (as applicable), by check or by cancellation of all or a portion of any outstanding indebtedness owed by the Holder to the Company (or to such assignee, in the case of a purchase of Offered Shares by such assignee) or by a promissory note, not to exceed five (5) years and with an interest rate equal to at least the applicable federal rate as defined in Section 1274(d) of the Code or any combination thereof. If the Company elects to pay by check, the Offered Price will be paid without interest within ninety (90) days after the Company’s receipt of the Notice, or, at the option of the Company and/or its assignee(s), in the manner and at the time(s) set forth in the Notice.
Clause type: miscellaneous
Words incorporating the masculine gender only shall include the feminine and/or neuter genders and vice versa and words incorporating the singular meaning shall include the plural meaning and vice versa and words denoting natural persons shall include bodies corporate, incorporate, associated partnerships, firms, trusts, associations, joint ventures, governments, governmental agencies or departments or any other entity, and all such words shall be construed interchangeably in that manner. References in this NDA to anything which any party is required to do or not to do shall include its acts, defaults and omissions, whether direct or indirect, on its own account, or for or through any other person and those which it permits or suffers to be done or not done by any other person.
Clause type: whereas
the Company has registered or will register each Account as a unit investment trust under the 1940 Act; and
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument. Executed as of the day and year first above written. LEHMAN BROTHERS HOLDINGS INC., as Seller By:______________________________ Name: Ellen Kiernan Title: Authorized Signatory COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc., its General Partner By:______________________________ Name: Title: COUNTRYWIDE HOME LOANS, INC. By:______________________________ Name: Title: Acknowledged: AURORA LOAN SERVICES LLC, as Master Servicer By:________________________________ Name: E. Todd Whittemore Title Executive Vice President WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee By:________________________________ Name: Lisa Moorehead Title: Assistant Vice President EXHIBIT A Modifications to the SWSA
Clause type: insurance
All policies of insurance of any kind or nature currently maintained by the Borrower or any of its Subsidiaries, including policies of fire, theft, product liability, public liability, property damage, other casualty, employee fidelity, workers’ compensation and employee health and welfare insurance, are in full force and effect and are of a nature and provide such coverage as is sufficient and as is customarily carried by businesses of the size and character of such Person.
Clause type: ownership_of_shares
 Parent owns the Shares free and clear of any Encumbrances and upon delivery of and payment by Buyer to Parent of the Purchase Price, Buyer will acquire the Shares free and clear of all Encumbrances.
Clause type: now
THEREFORE in consideration of the premises and of the mutual covenants and agreements, and subject to the terms and conditions herein contained, the parties hereto hereby agree as follows:
Clause type: representations
and Warranties. Each Guarantor hereby represents and warrants as follows:
Clause type: capitalization
 (a) At the date of this Agreement, the authorized share capital of Purchaser is US$50,000 divided into 50,000,000 Purchaser Ordinary Shares of which 6,050,000 Purchaser Ordinary Shares have been issued and are outstanding as of the date hereof including 1,375,000 of which are Purchaser Founder Shares. Except for the Purchaser Securities as described in the IPO prospectus, no other shares or other voting securities of Purchaser are issued, reserved for issuance or outstanding. All issued and outstanding Purchaser Ordinary Shares are, and all Consideration Shares, when issued, will be, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of Cayman Islands Law, the Purchaser’s Organizational Documents or any contract to which Purchaser is a party or by which Purchaser is bound. Other than as described in the IPO Prospectus, there are no outstanding contractual obligations of Purchaser to repurchase, redeem or otherwise acquire any Purchaser Ordinary Shares or any capital equity of Purchaser. Other than as described in the IPO Prospectus, there are no outstanding contractual obligations of Purchaser to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.
Clause type: base-salary
 The Executive’s base salary will be US$400,000 per year. The Executive’s base salary will be reviewed annually by the Chief Executive Officer of the Company and is subject to increase but not decrease except for an across-the-board salary reduction affecting all senior executives of the Company. The base salary in effect at any given time is referred to as “Base Salary” and this Agreement need not be modified to reflect a change in Base Salary. The Base Salary is subject to withholding and payable in a manner that is consistent with the Company’s usual payroll practices for senior executives.
Clause type: counterparts
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one Agreement.
Clause type: termination
Notwithstanding any other provision of this Agreement, and notwithstanding the approval of this Agreement by the shareholders of Seller, this Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time:
Clause type: esop
 As and when approved by the board of directors of the Company (including the affirmative vote of the director appointed by the Investors according to the Shareholders Agreement), the Company may establish an employee stock option plan (the “ESOP”) and to reserve up to that certain number of Ordinary Shares which equals to eight percent (8%) of all the outstanding share capital of the Company immediately upon the Closing (calculated on a fully-diluted basis and inclusive of the option shares under the ESOP) for the ESOP for the purpose of hiring new management and motivating employees of the Group Companies. The terms and conditions of the ESOP are subject to approval by the board of directors of the Company (including the affirmative vote of at least one director appointed by the Investors according to the Shareholders Agreement).
Clause type: indemnification
The Lenders agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Total Loan Percentages in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their Total Loan Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including, without limitation, at any time following the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from such Agent’s gross negligence or willful misconduct. The agreements in this subsection 10.7 shall survive the payment of the Loans and all other amounts payable hereunder.
Clause type: employee_benefits
 During the Term of Agreement, the Executive shall participate in all employee benefit plans and programs made available generally to the Company's senior executives, including, without limitation, pension, savings and other retirement plans or programs, medical, dental, hospitalization, short-term and long-term disability and life insurance plans or programs, accidental death and dismemberment protection, travel accident insurance, and any other employee welfare or retirement benefit plans or programs that may be sponsored by the Company from time to time, including any plans or programs that supplement the above-listed types of plans or programs, whether funded or unfunded.
Clause type: entire
Agreement. This Agreement and the agreements contemplated hereby constitute the entire agreement of the parties regarding the subject matter hereof, and supersede all prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.
Clause type: compensation
 During the term of this Agreement, Employee shall be compensated as follows:
Clause type: whereas
the Borrower is a member of an affiliated group of companies that includes each other Grantor;
Clause type: severability
All Sections, clauses and covenants contained in this Agreement are severable, and in the event any of them shall be held to be invalid by any court, this Agreement shall be interpreted as if such invalid Sections, clauses or covenants were not contained herein.
Clause type: ownership_of_shares
 Each Stockholder is the record and/or beneficial owner of the shares of Company Common Stock and Company Series A Preferred Stock as of the date hereof set forth opposite such Stockholder’s name on Schedule I of this Agreement, all of which are free and clear of any Encumbrances (other than Permitted Encumbrances) other than any Encumbrances that would not prevent or delay such Stockholders’ ability to perform such Stockholder’s obligations hereunder. Each Stockholder does not own, of record or beneficially, any securities of the Company other than those securities set forth opposite such Stockholders’ name on Schedule I of this Agreement (except that such Stockholder may be deemed to beneficially own the shares of Company Common Stock underlying the conversion of the Company Series A Preferred Stock in accordance with Rule 13d-3 of the Exchange Act).
Clause type: representations
and Warranties. SECTION 4.1. The Borrower hereby represents and warrants to the Facility Agent that, as of the date first written above, (i) no Event of Default, Unmatured Event of Default, Servicer Default or Unmatured Servicer Default has occurred and is continuing and (ii) the representations and warranties of the Borrower contained in the Loan Agreement are true and correct in all material respects on and as of such day (other than any representation and warranty that is made as of a specific date).
Clause type: counterparts
This Agreement may be signed in any number of counterparts with the same effect as if the signatures were upon the same instrument.
Clause type: base-salary
 So long as this Agreement remains in effect, for all services rendered by Executive hereunder and all covenants and conditions undertaken by the Parties pursuant to this Agreement, the Company shall pay, and Executive shall accept, as compensation, an annual base salary (“Base Salary”) of $215,000. The Base Salary shall be payable in regular installments in accordance with the normal payroll practices of the Company, in effect from time to time, but in any event no less frequently than on a monthly basis. For so long as Executive is employed hereunder, beginning on the first anniversary of the Effective Date, and on each anniversary thereafter, the Base Salary shall be increased as determined by the Compensation Committee of the Board (the “Compensation Committee”), in its sole and absolute discretion.”
Clause type: compensation
 6.1 The Fund on behalf of each of the Portfolios will compensate Investor Services Group for the performance of its obligations hereunder in accordance with the fees and other charges set forth in the written Fee Schedule annexed hereto as Schedule C and incorporated herein.
Clause type: compensation
 USBFS shall be compensated for providing the services set forth in this Agreement in accordance with the fee schedule set forth on Exhibit B hereto (as amended from time to time). USBFS shall also be compensated for such out-of-pocket expenses (e.g., telecommunication charges, postage and delivery charges, and reproduction charges) as are reasonably incurred by USBFS in performing its duties hereunder. The Trust shall pay all such fees and reimbursable expenses within 30 calendar days following receipt of the billing notice, except for any fee or expense subject to a good faith dispute. The Trust shall notify USBFS in writing within 30 calendar days following receipt of each invoice if the Trust is disputing any amounts in good faith. The Trust shall pay such disputed amounts within 10 calendar days of the day on which the parties agree to the amount to be paid. With the exception of any fee or expense the Trust is disputing in good faith as set forth above, unpaid invoices shall accrue a finance charge of 1½% per month after the due date. Notwithstanding anything to the contrary, amounts owed by the Trust to USBFS shall only be paid out of the assets and property of the particular Fund involved.
Clause type: assignment
You shall not assign any rights or benefits granted to you by the terms of this Agreement or encumber in any way your interests herein; provided, however, that in the event of your death, any payments then due and owing will be made when due to the legal representative of your estate.
Clause type: payment_terms
 7.1 FAST shall make Products and associated maintenance and support available to RESELLER at [***] off FAST’s then-current list prices, which prices may change from time to time on thirty days written notice to RESELLER. Notwithstanding the foregoing, the parties may agree to a steeper discount on a case by case basis in the event special circumstances arise, such as the opportunity to sell to a Customer of particular strategic importance who is demanding favourable pricing. In the event a steeper discount is agreed upon, RESELLER shall get credit (for purposes of determining whether RESELLER has met the minimum due under 7.3 below) for the price agree upon plus 1/2 the difference between the price agreed upon and [***] off list. FAST shall issue an invoice for ordered software and services which shall be payable by RESELLER within thirty days of receipt. Payment by RESELLER is due regardless of when or whether RESELLER is paid by its Customer. Late payments shall accrue interest at the rate of 12% annually, and RESELLER shall reimburse FAST for all costs of collection incurred. All payments due hereunder are exclusive of all sales taxes, use taxes, value added taxes and any other similar taxes imposed by any federal, state, provincial or local governmental entity on the transactions contemplated by this Agreement, excluding taxes based upon FAST’s net income. When FAST has the legal obligation to pay or collect such taxes, the appropriate amount shall be invoiced to and paid by RESELLER unless RESELLER provides FAST with a valid tax exemption certificate authorized by the appropriate taxing authority. In the event that any withholding taxes or any other similar taxes are imposed by any federal, state, provincial or local governmental entity on the transactions contemplated by this Agreement RESELLER shall pay such taxes in such amounts as are necessary to ensure that FAST receives the full amount of the fee required under the first paragraph of this Section 7.1.
Clause type: esop
 (a) As of the date hereof, 93,082,225 Ordinary Shares of the Company shall have been reserved for issuance under the Company’s employees incentive share option plan (the “ESOP”).
Clause type: now
THEREFORE for and in consideration of the mutual promises contained herein, the benefits to be derived by each Party hereunder, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows: