bhaskrr/legal-clauses huggingface dataset:
Clause type: dividends
 Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, no insurance regulatory agency or body has issued any order or decree, impairing, restricting or prohibiting the payment of dividends of any company, including the Company or subsidiary to its respective parent which would, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Clause type: definitions
As used herein, the following terms shall have the meanings set forth after each, and any other term defined in this Note shall have the meaning set forth at the place defined:
Clause type: representations
and Warranties. The representations and warranties of the Company contained herein shall be true and correct as of the date when made and as of the Closing Date, as though made on and as of such date, except for such representations and warranties that speak as of a specific date.
Clause type: counterparts
This Agreement may be executed in two or more counterparts (including by facsimile or other electronic means), all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other party, it being understood that each party need not sign the same counterpart.
Clause type: payment
 50.1 The assessment interval is 25th of each successive month.
Clause type: termination
This Agreement may be terminated by the Representatives by notice to the Company as follows:
Clause type: interest
 Interest required to be paid by or to Blockbuster pursuant to the Agreement shall, unless otherwise specified, be computed at the rate and in the manner provided in the Code for interest on underpayments and overpayments, respectively, of federal income tax for the relevant period. Any payments required pursuant to the Agreement which are not made within the time period specified in the Agreement shall bear interest at a rate equal to two hundred basis points above the average interest rate on the senior bank debt of Blockbuster.
Clause type: entire
Agreement. This Agreement, the Notes, and the other Loan Documents referred to herein embody the final, entire agreement among the parties hereto and supersede any and all prior commitments, agreements, representations, and understandings, whether written or oral, relating to the subject matter hereof and thereof and may not be contradicted or varied by evidence of prior, contemporaneous, or subsequent oral agreements or discussions of the parties hereto. There are no oral agreements among the parties hereto.
Clause type: assignment
Neither Party may assign this Agreement or any Transaction without the prior written consent of the other, which consent will not be unreasonably withheld; provided, however, either Party may, without the consent of the other, (i) transfer, sell, pledge, encumber or assign this Agreement or the accounts, revenues or proceeds hereof in connection with any financing or other financial arrangements (and without relieving itself from liability hereunder), (ii) transfer or assign this Agreement to an Affiliate of such Party which Affiliate’s creditworthiness is equal to or higher than that of such Party on the Effective Date, or (iii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets whose creditworthiness is equal to or higher than that of such Party on the Effective Date; provided, however, that in each such case, any such assignee must agree in writing to be bound by the terms and conditions hereof and so long as the transferring Party must deliver such tax and enforceability assurance as the non-transferring Party may reasonably request. This Agreement will bind each Party’s successors and permitted assigns. Any attempted assignment in violation of this provision will be void ab initio.
Clause type: investments
 Make any loan or advance to any Person, or purchase or otherwise acquire any capital stock, assets, obligations, or other securities of, make any capital contribution to, or otherwise invest in or acquire any interest in any Person, except (1) direct obligations of the United States of America or any agency thereof backed by the full faith and credit of the United States of America with maturities of one (1) year or less from the date of acquisition, (2) commercial paper with maturities of one hundred eighty (180) days or less of a domestic issuer rated at least "A-1" by Standard & Poor's Rating Group, a division of McGraw-Hill Companies or "P-1" by Moody's Investors Service, Inc., (3) certificates of deposit with maturities of one (1) year or less from the date of acquisition issued by any commercial bank having capital and surplus in excess of $1,000,000,000 and (4) loans or advances made to directors, officers and employees of Borrower provided that the aggregate principal amount of all such loans or advances outstanding at any time is equal to or less than $250,000.
Clause type: representations
and Warranties. Each party to this Agreement represents and warrants that the execution, delivery and performance of its obligations under this Agreement are within its powers, have been duly authorized by all necessary actions and that this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms. The Sub-Adviser further represents and warrants that it is duly registered as an investment adviser under the Advisers Act.
Clause type: board
 The Board of Directors shall mean the Board of Directors of Ralston.
Clause type: investments
 Make or allow to remain outstanding any investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness or other securities or otherwise) in, or any loans, advances or extensions of credit to, any Person, other than:
Clause type: compensation
 (a) The Corporation agrees to pay FDS the fees and charges, as well as FDS' out of pocket costs, for services described in this Agreement as set forth in the Schedule of Fees attached hereto.
Clause type: now
THEREFORE in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Clause type: interest
 (a) Each Initial Bond carries Interest at the Interest Rate from (but excluding) the First Issue Date up to (and including) the relevant Redemption Date. Any Subsequent Bond will carry Interest at the Interest Rate from (but excluding) the Interest Payment Date falling immediately prior to its issuance (or the First Issue Date if there is no such Interest Payment Date) up to (and including) the relevant Redemption Date.
Clause type: definitions
Unless otherwise provided herein, the capitalized terms used and not defined herein have the meanings ascribed to such terms in the Indenture.
Clause type: severability
If any provision of this Agreement shall be determined to be illegal and unenforceable by any court of law, the remaining provisions shall be severable and enforceable in accordance with their terms.
Clause type: vesting
 The Option shall become vested incrementally with respect to the shares of Stock described in Section 1 as follows:
Clause type: investment_company
 The Company is not, and immediately after giving effect to the sale of the Purchase Shares in accordance with this Agreement and the application of the proceeds as described in the Registration Statement under the caption “Use of Proceeds,” will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: capitalization
 Section 2(f)i of the Disclosure Schedule sets forth, a true, complete and correct listing of the following, immediately prior to the open of business on the date hereof: (i) the authorized capitalization of the Company, the number of shares of each class of Capital Stock of the Company issued and outstanding and the number of shares reserved for issuance in connection with the Company’s stock option plans or otherwise, and (ii) all options, warrants, rights to subscribe to, calls, contracts, undertakings, arrangements, Contracts and commitments to issue which may result in the issuance of Capital Stock of the Company or other securities convertible into or exchangeable for shares of Capital Stock (the “Derivative Securities”), including the applicable conversion or exercise price of such Derivative Securities. Except as set forth in Section 2(f)i of the Disclosure Schedule, as of the open of business on the date hereof, there are (A) no outstanding shares of Capital Stock of, or other equity or voting interest in, the Company, (B) no outstanding Derivative Securities, (C) no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar Contract or commitment relating to any Capital Stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (A), (B) and (C), together with the Capital Stock of the Company, being referred to collectively as “Company Securities”) and (D) no other obligations by the Company or any of Company Subsidiary to make any payments based on the price or value of any Company Securities. Except as set forth in Section 2(f)i of the Disclosure Schedule, there are no outstanding Contracts of any kind which obligate the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any Company Securities. All of the issued and outstanding shares of the Company’s Capital Stock have been and all shares reserved for issuance will on issuance be, duly authorized, validly issued, fully paid and non-assessable. Except as set forth in Section 2(f)i of the Disclosure Schedule, neither the Company nor any Company Subsidiary is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its Capital Stock. Except as set forth in Section 2(f)i of the Disclosure Schedule, neither the Company nor any Company Subsidiary is a party to any agreement relating to the ...
Clause type: now
THEREFORE in consideration of the mutual agreements and subject to the terms and conditions herein set forth, the parties hereto agree as follows:
Clause type: miscellaneous
4.1 The Fund recognizes that, except to the extent otherwise agreed to by the parties hereto, your directors, officers and employees may from time to time serve as directors, trustees, officers and employees of corporations and business trusts (including other investment companies), and that you or your affiliates may enter into distribution or other agreements with such other corporations and trusts.
Clause type: representations
and Warranties. The Company represents and warrants to, and agrees with, each Purchaser and each of the holders from time to time of Registrable Securities that:
Clause type: base-salary
 As compensation for Executive’s performance of Executive’s duties hereunder, Company shall pay to Executive an initial base salary of $72,000 per year prior to the consummation of the IPO and $150,000.00 per year beginning immediately following the consummation the IPO (the “Base Salary”). Subject to Company’s capital needs and compliance with Section 409A and applicable minimum wage requirements, the Executive may elect to defer the payment of some or all of the Base Salary earned prior to the IPO until the consummation of the IPO (but no later than then one year after deferral). The Base Salary shall be payable in accordance with the normal payroll practices of Company, less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions. In the event Executive’s employment under this Agreement is terminated by either party, for any reason, Executive shall earn the Base Salary prorated to the date of termination. The Base Salary shall be subject to periodic review and increase in the discretion of the Board. This position is an exempt position, which means Executive is paid for the job and not by the hour. Accordingly, Executive shall not receive overtime pay if Executive works more than 8 hours in a workday or 40 hours in a workweek.
Clause type: indemnification
The Fund agrees to indemnify and hold harmless the Intermediary from any and all liability, claim, loss, demand, damages, costs and expenses (including reasonable attorney’s fees) arising in connection with third party claim or action brought against the Intermediary as a result of any unauthorized disclosure by the Fund of a Shareholder’s taxpayer identification number provided to the Fund in response to a request for information pursuant to the terms of this Agreement.
Clause type: counterparts
For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.
Clause type: ownership_of_shares
 Seller owns the Shares, beneficially and of record, free and clear of all liens, encumbrances, pledges, options, warrants, rights of first refusal, claims, charges and restrictions of any nature (collectively, the “Liens”).
Clause type: assignment
The rights and obligations of each Party hereunder shall inure to the benefit of the respective successors and assigns of the Parties hereto, provided that, except as expressly provided herein, this Agreement and any rights or obligations hereunder shall not be assigned or delegated without the prior written consent of the other Party (which shall not be unreasonably withheld), except that: (a) either Party may assign this Agreement to an acquirer of all or substantially all of such Party’s business, whether directly or indirectly by merger, share purchase, asset acquisition, operation of law, or otherwise, without the other Party’s prior written consent; and (b) Taboola may assign this Agreement, without Publisher’s consent, to its parent company or any of its affiliates or subsidiaries. Further, in the event that a portion or all of Publisher’s business is sold or transferred (whether directly or indirectly, by merger, share purchase, asset acquisition, operation of law, or otherwise), concurrently with such sale or transfer, Publisher shall require any purchaser or transferee of all or such any portion of its business that will own a Property to agree to be bound by Publisher’s rights and obligations under this Agreement in their entirety with respect to such business or portion thereof.
Clause type: payment
 Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:
Clause type: vesting
 The Participant shall become 100% vested in his Stock Units upon the date (the “vesting date”) that is the earliest to occur of (a) the date of the Corporation’s 20 Annual Meeting of Stockholders (the “regular vesting date”), (b) the date of the Participant’s death, or (c) the date of a Change in Control, provided that the Participant has not incurred a Separation from Service prior to the earliest of the foregoing three events.
Clause type: base-salary
 Employer will pay to Principal a base annual salary ("Base Salary") at an annual rate of One Hundred and Fifty Thousand Dollars ($150,000.00 USD), payable in such installments (but in no event less than monthly), subject to withholdings and deductions as required or permitted by law, as is Employer's policy with respect to other Principals. Principal's Base Salary will be reviewed every six months by the Chairman of Employer during the term of Principal's employment and may be adjusted in the sole discretion of Employer based on such review, but will not be reduced by Employer unless a material adverse change in the financial condition or operations of Employer has occurred or unless Principal's responsibilities are altered to reflect less responsibility.
Clause type: indemnification
(a) The Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls ("controlling person") the Sub-Adviser (all of such persons being referred to as "Sub-Adviser Indemnified Persons") against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager's responsibilities to the Fund which (1) may be based upon the Manager's negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the Manager's reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.
Clause type: base-salary
 In exchange for the provision of services, Company agrees that it will pay Executive commencing January 9, 2008, at the rate of $210,000 per year, payable in accordance with standard pay practices of Company, less any applicable withholdings or deductions.
Clause type: board
 (a) The Shareholders agree that the business and affairs of the Company shall be managed through a board of directors (the “Board”) consisting of five members (each, a “Director”). The Directors shall be elected to the Board in accordance with the following procedures:
Clause type: dividends
 The holders of outstanding shares of Series D Preferred stock shall be entitled to receive dividends at the rate of two cents ($0.02) per share (as adjusted for any stock dividends, combinations or splits with respect to such shares) per annum, when, if and as declared by the Board of Directors, out of funds legally available therefor. The right to such dividends on the Series D Preferred Stock shall not be cumulative. No cash dividend shall be paid on the Common Stock in any year unless an equal dividend is paid with respect to all outstanding shares of Series D Preferred Stock in an amount for each such share to a holder of the number of shares of Common Stock into which such share of Series D Preferred Stock could then be converted.
Clause type: payment
 Except as otherwise provided in the Agreement, any RSUs which become fully vested and nonforfeitable under paragraph C of this Exhibit E shall be settled by delivery of whole Shares (with cash for any fractional share) to Executive within 60 days after the end of the Performance Period. Notwithstanding anything in this Exhibit E to the contrary, if the 60 day payment distribution period spans two calendar years, the payment to which Executive is entitled under this paragraph E shall be made in the second calendar year.
Clause type: loans
 Parent has not, since July 30, 2002, (i) extended or maintained credit, arranged for the extension of credit or renewed an extension of credit in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of Parent or (ii) materially modified any term of any such extension or maintenance of credit. Section 5.24 of the Parent Disclosure Schedule identifies any extension of credit maintained by Parent or any of its Subsidiaries to which the second sentence of Section 13(k)(1) of the Exchange Act applies.
Clause type: loans
 Make, or permit any of its Subsidiaries to make, any loans or other advances of money to any Person, other than
Clause type: entire
Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements and understanding of the parties in connection therewith. No supplement, modification or amendment of this Agreement shall be binding unless executed writing by the parties hereto.
Clause type: base-salary
 Employee shall receive a base salary of at least Three Hundred Twenty-Five Thousand Dollars ($325,000.00) per year for the Term of this Agreement ("Base Salary").
Clause type: whereas
each Fund is registered as an open-end investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), and it is in the interest of each Fund to offer its shares for sale continuously, and
Clause type: grant_of_option
 Pursuant to the Plan and subject to the terms and conditions set forth herein and therein, the Corporation hereby grants to the Optionee the right and option (the "Option") to purchase all or any part of the Option Shares of the Corporation's common stock, $.01 par value per share (the "Common Stock"), which Option is not intended to qualify as an incentive stock option, as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
Clause type: counterparts
This Agreement may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.
Clause type: severability
If any term or provision of this Agreement or the performance thereof shall be invalid or unenforceable to any extent, such invalidity or unenforceability shall not affect or render invalid or unenforceable any other provision of this Agreement and this Agreement shall be valid and enforced to the fullest extent permitted by law.
Clause type: vesting
 Optionee shall have no right to exercise this Option to purchase any Shares for which Optionee's rights have not yet vested in accordance with Section 4.
Clause type: investments
 The Borrower shall not, and shall not permit any other Credit Party to, make or permit to exist any Investment other than:
Clause type: definitions
Whenever used in this Agreement, the following ----------- words and phrases shall have the following meanings: