bhaskrr/legal-clauses huggingface dataset:
Clause type: whereas
the Fund has obtained an order from the Securities and Exchange Commission, dated July 24, 1996 (File No. 812-9988), granting Participating Insurance Companies and Variable Insurance Product separate accounts exemptions from the provisions of Sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended (hereinafter the "1940 Act"), and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Fund to be sold to and held by Variable Insurance Products separate accounts of both affiliated and unaffiliated life insurance companies and Qualified Plans (hereinafter the "Shared Funding Exemptive Order"); and
Clause type: dividends
 If the COMPANY is an S corporation, the COMPANY may pay to each STOCKHOLDER as a dividend the full amount of his or her "accumulated adjustments account" (as defined in Section 1368(e) of the Code) as of the Balance Sheet Date, and may also pay to the STOCKHOLDERS as a dividend the full amount of the COMPANY's earnings taxable to such STOCKHOLDERS for the period after the Balance Sheet Date to the Funding and Consummation Date. If the COMPANY is a C corporation, the COMPANY may pay to the STOCKHOLDERS as a dividend the full amount of the COMPANY's earnings for the period after the Balance Sheet Date to the Funding and Consummation Date. The COMPANY may borrow funds to the extent necessary to make the payments contemplated by this Section 10.6 and to the extent necessary to ensure that the COMPANY has cash on hand to adequately fund operations on the Funding and Consummation Date.
Clause type: base-salary
 Executive shall receive a base salary commencing on the Effective Date and during his employment hereunder of $220,000 per annum (the "Base Salary"), which amount may be increase annually at the discretion of the Compensation Committee of the Board (the "Committee"). The Base Salary shall be paid to Executive by the Company in accordance with the Company's regular payroll practice as in effect from time to time.
Clause type: dividends
 (i) The holders of Series A Preferred Shares shall be entitled to receive, when, as and if declared by the Board out of funds legally available for such purpose, dividends payable in cash in an amount per Series A Preferred Share equal to the greater of (A) $1.75 per annum or (B) the 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 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 [INSERT MOST RECENT DIVIDEND PAYMENT DATE PRIOR TO CONSUMMATION OF THE MERGER], whether or not in any Dividend Period or Periods there shall be funds of the Trust legally available for the payment of such dividends, and shall be payable quarterly, when, as and if declared by the Board, in arrears on Dividend Payment Dates, commencing on the first Dividend Payment Date 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 on the Share records of the Trust at the close of business on such record dates, not more than 50 days preceding such Dividend Payment Dates thereof, as shall be fixed by the Board. 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 exceeding 50 days preceding the payment date thereof, as may be fixed by the Board.
Clause type: investments
 The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, at any time make or hold any Investment in any Person (whether in cash, securities or other property of any kind) except the following (collectively, the “Permitted Investments”):
Clause type: severability
Wherever possible, each provision of this Agreement and the other Loan Documents shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement or any other Loan Document shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement or such other Loan Document.
Clause type: assignment
This Agreement will extend to and be binding upon the Parties hereto and their respective successors and assigns; provided, however, that this Agreement will not be assignable by the Fund without the written consent of Matrix or by Matrix without the written consent of the Fund which consent must be authorized or approved by a resolution by its Board of Trustees prior to such assignment.
Clause type: severability
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of the Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace the prohibited or unenforceable provision with a valid provision, the economic effect of which comes as close as possible to that of the prohibited or unenforceable provision.
Clause type: compensation
 SAFECO Services shall receive from each Class of each ------------ Series of the Trust a fee in accordance with the arrangements described in Exhibit B hereto as such Exhibit may be amended from time to time. Exhibit B may be amended or additional Exhibits may be added, as deemed necessary from time to time by written agreement between the Trust and SAFECO Services. Deletion of Exhibit B shall be in accordance with the termination provisions in paragraph 16 of this Agreement. Each Exhibit B and any amendments thereto shall be dated and signed by the parties to this Agreement.
Clause type: ownership_of_shares
 As of the date hereof, Parent and its Subsidiaries beneficially own no shares of Company Common Stock, other than by virtue of the Voting Agreements.
Clause type: miscellaneous
This Agreement and the rights and obligations of the parties under this Agreement will be governed, construed, interpreted and enforced in accordance with the laws of the State of Michigan, without regard to its conflict of laws principles. To the extent permitted under applicable law, any and all actions concerning any dispute arising under this Agreement shall be filed and maintained in the Circuit Court of Kent County, Michigan or the Federal District Court for the Western District of Michigan. The parties specifically consent and submit to the jurisdiction and venue of such state or federal court, and irrevocably waive any objections any party may have based on improper venue or forum non conveniens to the conducting of any proceeding in any such court. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and lawful assigns. Each party agrees to cause any purchaser or assignee of its intellectual property subject to this Agreement or a successor to its business to expressly agree to be bound by the provisions of this Agreement and to deliver to the other party an executed instrument, which will be in a form reasonably satisfactory to the other party, evidencing the purchaser's or assignee's agreement to be so bound no later than the date of consummation of the applicable transaction. This Agreement cannot be amended, altered, supplemented or modified, unless done so in a writing, signed by a duly authorized representative of the party against whom such modification is sought to be enforced. No provision of this Agreement shall be waived by any party, unless such waiver is in a writing, signed by a duly authorized representative of the party against whom such waiver is sought to be enforced. A waiver by either party of any breach or failure to comply with any provision of this Agreement by the other party shall not be construed as or constitute a continuing waiver of such provision or a waiver of any other breach of or failure to comply with any other provision of this Agreement. If any portion of this Agreement is found to be invalid or unenforceable for any reason, any court or other tribunal adjudicating the rights and duties of the parties under this Agreement shall alter, modify, or strike portions of the Agreement so that it will be enforceable to the fullest extent permitted by law and consistent with the intent and purpose of the parties. If any provision of this Agreement is held, in whole...
Clause type: severability
Any provision of this Agreement which is determined by a court of competent jurisdiction to be prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or non-authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. In any such case, such determination shall not affect any other provision of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect. If any provision or term of this Agreement is susceptible to two or more constructions or interpretations, one or more of which would render the provision or term void or unenforceable, the parties agree that a construction or interpretation which renders the term or provision valid shall be favored.
Clause type: counterparts
This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract (subject to Section 14), and shall become effective as provided in Section 14. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.
Clause type: dividends
 The COMPANY and all Acquired Parties shall not declare or pay any dividends or distributions to any of the STOCKHOLDERS, or Company, as applicable.
Clause type: interest
 BUHRMANN US INC., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Security at the rate per annum shown above. The Company will pay interest semi-annually on September 1 and March 1 of each year (the “Interest Payment Date”), commencing September 1, 2005. Interest on this Security will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from March 2, 2005. Interest on this Security will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal from time to time on demand at the rate borne by this Security and on overdue installments of interest (without regard to any applicable grace periods) to the extent lawful.
Clause type: representations
and Warranties. (a) Each of the parties hereto represents and warrants that it is duly and legally authorized to enter into this Assignment.
Clause type: confidentiality
The Servicer acknowledges the confidentiality of this Agreement and will not release or republish its contents without the consent of the Loss Mitigation Advisor except to the extent required by law, regulation or court order. The Loss Mitigation Advisor agrees that all information supplied by or on behalf of the Servicer under this Agreement, is the property of the Servicer. The Loss Mitigation Advisor shall keep in strictest confidence all information relating to this Agreement, including, without limitation, individual account information and other information supplied by or on behalf of the Servicer pursuant to Section 2.01, and that information which may be acquired in connection with or as a result of this Agreement. During the term of this Agreement and at any time thereafter, without the prior written consent of the Servicer, the Loss Mitigation Advisor shall not publish, communicate, divulge, disclose or use any of such information. Upon termination or expiration of this Agreement, the Loss Mitigation Advisor shall deliver all records, data, information, and other documents and all copies thereof supplied by or on behalf of the Servicer pursuant to Section 2.01 to the Servicer and such shall remain the property of the Servicer.
Clause type: board
 Immediately after the Closing, the Purchaser’s board of directors will consist of five (5) directors. Shareholder Value Fund (“Sponsor Designee”) shall have the right to designate one (1) director to the Purchaser’s board of directors to serve for one (1) year following the Closing, while the Seller shall have the right to designate the remaining four (4) members of Purchaser’s board of directors for one (1) year following the Closing. In the event that applicable Laws require Purchaser to appoint additional members to its board of directors in order to comply with applicable independence requirements, Sponsor Designee agrees to grant a proxy to Seller with respect to the vote of all Purchaser Ordinary Shares beneficially owned by it with respect to the appointment of any such independent director(s) or director nominee(s). The parties to this Agreement shall enter into an Investor Rights Agreement, the content of which will include provisions relating to election of directors nominated by the Sponsor Designee and Seller.
Clause type: investments
 Except with the prior written approval of the Majority Investors, neither the Company nor any Subsidiary shall make loans to, investments in or purchase securities of any Person or Subsidiary, or otherwise extend credit to any Person or Subsidiary (other than extensions of trade credit arising from the sale of goods or services in the ordinary course of business) or loans or advances to employees for travel expenses as approved by the Board, in amounts in excess of Ten Thousand Dollars ($10,000.00) individually or Twenty-Five Thousand Dollars ($25,000.00) in the aggregate.
Clause type: headings
Headings and subheadings in this Agreement are inserted for reference and convenience only and shall not be deemed a part of this Agreement.
Clause type: entire
Agreement. This Agreement (together with the Merger Agreement and the Voting Agreement to the extent referred to in this Agreement) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes all other prior agreements and understandings, both written and oral, among the parties, with respect to the subject matter hereof.
Clause type: entire
Agreement. The Note, the Loan Agreement, this Security Instrument and the other Loan Documents constitute the entire understanding and agreement between Borrower and Lender with respect to the transactions arising in connection with the Debt and supersede all prior written or oral understandings and agreements between Borrower and Lender with respect thereto. Borrower hereby acknowledges that, except as incorporated in writing in the Note, the Loan Agreement, this Security Instrument and the other Loan Documents, there are not, and were not, and no persons are or were authorized by Lender to make, any representations, understandings, stipulations, agreements or promises, oral or written, with respect to the transaction which is the subject of the Note, the Loan Agreement, this Security Instrument and the other Loan Documents.
Clause type: assignment
Notwithstanding anything to the contrary contained herein, except as provided in Section 6.03 and as provided in the provisions of this Agreement concerning the resignation of the Servicer, this Agreement may not be assigned by the Servicer.
Clause type: investments
 Neither Borrower nor any Subsidiary owns any stock, partnership interest or other equity securities of any Person, except for Permitted Investments.
Clause type: grant
 Each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except as provided in Subsection 3.3. The term “Collateral”, as to any Grantor, means the following property (wherever located) now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest, except as provided in Subsection 3.3:
Clause type: capitalization
 The outstanding and issued capital stock of the Company consists of 10,263,300 shares of common stock and 1,000,000 shares of Series A Preferred Shares. Schedule 1 sets forth the name of each record and beneficial shareholder of the Company (each a "Shareholder" and collectively the "Shareholders") and the number of Company Shares held by each such person. Foam Labs, Inc., a Georgia corporation (the “Subsidiary”), is wholly owned by the Company and is its only subsidiary. The Company and Subsidiary does not and, at the Closing, the Company and Subsidiary will not, have outstanding any capital stock or other securities or any rights, warrants or options to acquire securities of the Company or the Subsidiary, or any convertible or exchangeable securities and, other than Buyer pursuant to this Agreement, no person has or, at Closing will have, any right to purchase or otherwise acquire any securities of the Company or the Subsidiary. There are, and at Closing there will be, no outstanding obligations of the Company or the Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or the Subsidiary. All of the Company Shares are, and at Closing will be, duly authorized, duly and validly issued, fully paid and non-assessable, and none were issued in violation of any preemptive rights, rights of first refusal or any other contractual or legal restrictions of any kind except as set forth on Schedule 2.1.
Clause type: payment
 All payments with respect to this Note shall be made in lawful money of the United States of America, at the address of the Holder as of the date hereof or as designated in writing by the Holder from time to time. The receipt by the Holder of immediately available funds shall constitute a payment of principal and interest hereunder and shall satisfy and discharge the liability for principal and interest on this Note to the extent of the sum represented by such payment. Payment shall be credited first to the accrued interest then due and payable and the remainder applied to principal.
Clause type: investments
 All Investments of each Credit Party are either Permitted Investments or otherwise permitted by the terms of this Credit Agreement.
Clause type: confidentiality
Consultant shall treat as confidential all information (including, without limitation, all know-how, trade secrets, business plans, projections and decisions, computer programs and related manuals, pricing information, supplier names and contact persons, customer lists, financing sources and contracts, teaching and training materials, and sales strategies) obtained from, or on behalf of, Braewood or the Company (the "CONFIDENTIAL INFORMATION") and shall not disclose any of such information to persons not directly involved with Braewood or the Company or use such information for its personal gain without the prior written consent of Braewood, which may be withheld in Braewood's sole discretion; provided, however, that the term "Confidential Information" does not include any information which (i) at the time of disclosure is generally available to the public (other than as a result of a disclosure directly or indirectly by Consultant or any affiliate or agent of Consultant), (ii) was disclosed to Consultant on a nonconfidential basis by a source other than Braewood or its affiliates or agents, provided that such source was not bound by any duty of confidentiality, or (iii) information developed by Consultant after the termination of this Agreement independent of, and without any knowledge of, any disclosure made to it or information provided or made available to it by or on behalf of Braewood or its affiliates or agents. Consultant shall not impair any of Braewood's or the Company's intellectual property rights, including copyrights and rights to trademarks, or make any unauthorized use of such intellectual property rights or the Confidential Information. All employees or agents of Consultant who have access to the Confidential Information shall be bound by this Section 7 and shall be admonished by Consultant that they are obligated to preserve the confidentiality of the Confidential Information and may not make unauthorized use of the Confidential Information or of Braewood's or the Company's intellectual property rights. All Confidential Information shall remain the sole and exclusive property of Braewood or the Company and shall not be used, copied or reproduced.
Clause type: investment-company-act
 The Company is not required to register as an “investment company” as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).
Clause type: severability
If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the parties hereto as nearly as may be possible and (ii) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.
Clause type: interest
 (a) Except as provided in Section 3.06, the Borrower shall pay interest on the principal amount of each Disbursement from time to time outstanding during each Interest Period for such Disbursement at a rate equal to the sum of the Margin and, subject to Section 3.07, the Interbank Rate for such Interest Period.
Clause type: notices
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly received if so given) by hand delivery, telecopy, or by mail (registered or certified mail, postage prepaid, return receipt requested) or by any nationally-recognized overnight courier service, such as Federal Express, providing proof of delivery. Any such notice or communication shall be deemed to have been delivered and received (i) in the case of hand delivery, on the date of such delivery, (ii) in the case of telecopy, on the date sent if confirmation of receipt is received and such notice is also promptly mailed by registered or certified mail (return receipt requested), (iii) in the case of a nationally-recognized overnight courier service, in circumstances under which such courier guarantees next business day delivery, on the next business day after the date when sent, and (iv) the case of mailing on the third business day following that on which the piece of mail containing such communication is posted. All communications hereunder shall be delivered to the respective parties at the following addresses: If to Stockholder: to the address set forth on the signature page hereto with a copy to: Excalibur Technologies Corporation 1921 Gallows Road, Suite 200 Vienna, Virginia 22182 Telecopier: (703) 761-1990 Attention: Chief Financial Officer and Heller, Ehrman, White & McAuliffe LLP 711 Fifth Avenue New York, NY 10028 Telecopier:(212) 832-3353 Attention: Stephen M. Davis, Esq.