bhaskrr/legal-clauses huggingface dataset:
Clause type: interest
 The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date such Loans are made until payment in full thereof at the rates per annum, and on the dates, set forth in subsection 2.9.
Clause type: definitions
(a) As used in this Agreement, the following terms have the respective meanings set forth below or set forth in the Sections referred to below:
Clause type: insurance
At the time of an origination of a Receivable by AmeriCredit or a purchase of a Receivable by AmeriCredit from a Dealer or Third-Party Lender, each Financed Vehicle is required to be covered by a comprehensive and collision insurance policy (i) in an amount at least equal to the lesser of (a) its maximum insurable value or (b) the principal amount due from the Obligor under the related Receivable, (ii) naming AmeriCredit as loss payee and (iii) insuring against loss and damage due to fire, theft, transportation, collision and other risks generally covered by comprehensive and collision coverage. Each Receivable requires the Obligor to maintain physical loss and damage insurance, naming AmeriCredit and its successors and assigns as additional insured parties, and each Receivable permits the holder thereof to obtain physical loss and damage insurance at the expense of the Obligor if the Obligor fails to do so. No Financed Vehicle is insured under a policy of Force-Placed Insurance on the related Cutoff Date.
Clause type: governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any federal law, regulation or rule, including the Investment Company Act of 1940 and the Investment Advisers Act of 1940 and any rules and regulations promulgated thereunder.
Clause type: governing
Law. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts.
Clause type: definitions
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Annex X.
Clause type: termination
The Company may terminate this Agreement at any time by written notice to the Investor. Additionally, this Agreement shall terminate at the end of Commitment Period or as otherwise provided herein; provided, however, that the provisions of Articles IX, and Sections 10.1 and 10.2 shall survive the termination of this Agreement for a period of twenty four (24) months.
Clause type: whereas
the Manager wishes to engage the Subadviser to provide certain investment advisory services to the Trust with respect to the series of the Trust designated in Schedule A annexed hereto (the “Fund”) and Subadviser is willing to furnish such services on the terms and conditions hereinafter set forth;
Clause type: interest
 All amounts payable from time to time by the Guarantor hereunder shall bear interest at the Default Rate, provided, that such interest shall not be duplicative of any obligations payable under the Loan Agreement.
Clause type: entire
Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us. No modification or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by both parties.
Clause type: investments
 The Cash Collateral Account shall be a demand deposit account maintained with the Secured Party.
Clause type: representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or
Clause type: definitions
Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration statement on Form S-1 the Company plans to file with the U.S. Securities and Exchange Commission under the Securities Act.
Clause type: compensation
 (a) For its services and for the facilities to be furnished as provided herein, the Fund shall pay to the Company an advisory fee payable monthly, computed at the annual rate of 3/4 of 1% of the Fund's average net assets during the year pro rated for any portion of a year during which this Agreement is in effect. For this purpose, the value of the Fund's net assets shall be determined in the same manner as for the purchase and redemption of Fund shares as described in the Fund's current Prospectus.
Clause type: assignment
No part of this Agreement shall be assigned or transferred by either Party without the prior written consent of the other Party. Any such assignment or transfer shall be void. Party A, however, may assign its rights and obligations hereunder to an Affiliate.
Clause type: ownership_of_shares
 The Seller is the record and beneficial owner of, and has good and valid title to, all of the Shares, free and clear of any and all Liens. There are no declared or accrued and unpaid dividends with respect to any Shares. Except for this Agreement, none of such Shares is subject to (a) any option, warrant, purchase right or other Contract that requires the Seller to sell, transfer or otherwise dispose of any of such Shares or (b) any voting trust, proxy or other Contract or understanding with respect to the voting, dividend rights, preferences, sale, acquisition or other disposition of any of such Shares. Upon delivery of such Shares to Buyer and full payment therefore as contemplated hereby, Buyer shall acquire good and valid title to all such Shares, free and clear of all Liens.
Clause type: ownership_of_shares
 CAVC has, and immediately prior to the Closing will have, good and valid title to the CAVC Shares being sold hereunder, and, except as described in Schedule 2.3, free and clear of all liens, security interests, encumbrances, equities, stockholder agreements, voting trusts or claims of any nature whatsoever (collectively, "Encumbrances"). Upon delivery of the CAVC Shares and the payment therefor pursuant hereto, good and valid title to the CAVC Shares, free and clear of all Encumbrances, will pass to Tracker.
Clause type: headings
The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.
Clause type: payment
 No later than 2½ months after the end of the calendar year in which the restrictions lapse with respect to a tranche of Restricted Units, the Company shall issue to the Participant or his Beneficiary (if the Participant dies before payment or this Agreement provides for immediate vesting of Unvested Restricted Units upon the Participant’s death) one Share for each Restricted Unit in such tranche.
Clause type: ownership_of_shares
 The Corporation shall be entitled to treat the holder of record of any share or shares of capital stock of the Corporation as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.
Clause type: now
THEREFORE in consideration of the premises and the respective covenants and agreements of the parties herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
Clause type: termination
(a) This agreement may be terminated at any time, without penalty, by vote of the Board or by vote of the holders of a majority of such Fund’s outstanding voting securities, or by the Adviser or Investment Manager, on sixty (60) days’ written notice to the other party.
Clause type: headings
The headings in this Addendum are for reference purposes only and shall not in any way affect the meaning or interpretation of this Addendum.
Clause type: definitions
Any capitalized term used but not defined in this Assignment Agreement has the meaning assigned thereto in the Servicing Agreement or the Trust Agreement, as applicable.
Clause type: representations
and Warranties. Each party hereby represents and warrants to the other party as follows:
Clause type: headings
The captions and headings appearing in the Agreement are inserted merely to facilitate reference and shall have no bearing on the interpretation of its provisions.
Clause type: grant
 Subject to the terms and conditions of this Agreement, Consultant/Licensor hereby grants to the Licensee a non-transferable (except as otherwise provided herein), license to use and refer to the Consultant/Licensor Marks, Strategy and Intellectual Property (i) in connection with the creation, issuance, sale, marketing and promotion of the Trust in order to indicate (x) that the securities included in the Trust are determined through the use of the Strategy, (y) the historical performance of the Strategy, and (z) that Consultant/Licensor is the source of the Strategy; (ii) as may otherwise be required by applicable laws, rules or regulations and court orders or under this Agreement; and (iii) in the name of the Trust (collectively, the "License").
Clause type: assignment
(a) Subject to the terms and conditions of this Agreement and in consideration of the payment to be made by Assignee to Assignor pursuant to Paragraph 5 of this Agreement, effective as of the “Assignment Date” (as defined in Paragraph 7 below), Assignor hereby irrevocably sells, transfers and assigns to Assignee, without recourse, a portion of its Revolving Credit Note in the amount of $ representing a $ Commitment, and a percent ( %) Commitment Percentage, and a corresponding interest in and to all of the other rights and obligations under the Credit Agreement and the other Loan Documents relating thereto (the assigned interests being hereinafter referred to as the “Assigned Interests”), including Assignor’s share of all outstanding Revolving Credit Loans with respect to the Assigned Interests and the right to receive interest and principal on and all other fees and amounts with respect to the Assigned Interests, all from and after the Assignment Date, all as if Assignee were an original Lender under and signatory to the Credit Agreement having a Commitment Percentage equal to the amount of the respective Assigned Interests.
Clause type: loans
 From time to time on or after the Effective Date through March 30, 2001, each Lender shall make loans under this Section 2.1 to Borrower in an aggregate principal amount up to but not exceeding such Lender's Commitment Percentage of $50,000,000. Any Loan repaid prior to the Maturity Date may not be reborrowed. The aggregate of all Loans to be made by the Lenders in connection with a particular borrowing shall be equal to the lesser of (a) the remaining unused portion of the Commitments or (b) a multiple of $100,000.
Clause type: representations
and Warranties. (i) The representations and warranties of the Commitment Parties contained in this Agreement that are qualified by “materiality” or “material adverse effect” or words or similar import shall be true and correct in all respects on and as of the Closing Date with the same effect as if made on and as of the Closing Date (except for such representations and warranties made as of a specified date, which shall be true and correct in all respects only as of the specified date).
Clause type: representations
and Warranties. The Company acknowledges that each delivery of an Issuance Notice and each delivery of Shares on a Settlement Date shall be deemed to be (i) an affirmation to the Agent that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such Issuance Notice or of such Settlement Date, as the case may be, as though made at and as of each such date, except as may be disclosed in the Prospectus (including any documents incorporated by reference therein and any supplements thereto); and (ii) an undertaking that the Company will advise the Agent if any of such representations and warranties will not be true and correct as of the Settlement Date for the Shares relating to such Issuance Notice, as though made at and as of each such date (except that such representations and warranties shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares).
Clause type: insurance
Borrower shall, at its sole cost and expense, continuously keep and maintain insurance in respect of the Property and Borrower's operations thereat, of the type and in the form and with insurers, as is normal and customary for similar property and is consistent with Borrower's current practices or as is reasonably acceptable to Lender. All proceeds to which Borrower may be entitled resulting from damage to or destruction of the Property or any part hereof by a casualty or a condemnation shall first be distributed and applied towards the restoration of the Property and to the extent not restored or there remains excess proceeds after such restoration, such proceeds shall be paid and applied, at the election of Lender, to the repayment of the Loan and any Obligations, without penalty or premium, and then any remainder distributed to the Borrower.
Clause type: dividends
 If at any time during the period from and including the Effective Date, to and including the last Expiration Date, (i) an ex-dividend date for a cash dividend occurs with respect to the Shares (an “Ex-Dividend Date”), and that dividend differs from the Regular Dividend on a per Share basis or (ii) if no Ex-Dividend Date for a cash dividend occurs with respect to the Shares in any quarterly dividend period of Company, then the Calculation Agent will adjust any of the Strike Price, Number of Warrants, Daily Number of Warrants and/or any other variable relevant to the exercise, settlement or payment of the Transaction to preserve the fair value of the Warrants to Dealer after taking into account such dividend or lack thereof. “Regular Dividend” shall mean for any calendar quarter, USD 0.20 for the first regular cash dividend or distribution on the Shares for which the Ex-Dividend Date falls within such calendar quarter, and zero for any other dividend or distribution on the Shares for which the Ex-Dividend Date falls within the same calendar quarter.
Clause type: compensation
 In consideration of the performance of his duties hereunder, the Executive shall be entitled to receive the salary, bonus and benefits set forth on Schedule A. All amounts payable to the Executive under this Section 3 shall be paid in accordance with the Company's regular payroll practices (e.g., timing of payments and standard employee deductions, such as income and employment tax withholdings, medical benefit contributions and parking fees among others). No additional compensation shall be payable to the Executive by reason of the number of hours worked or any hours worked on Saturdays, Sundays or holidays, by reason of special responsibilities assumed (whether on behalf of the Company or any of its subsidiaries or affiliates), special projects completed, or otherwise. The Executive's compensation shall be reviewed by the Chief Executive Officer, the Board or the Compensation Committee of the Board (the "Compensation Committee") periodically for possible merit increases and other changes as such reviewer deems appropriate.
Clause type: loans
 Borrower shall pay interest on the unpaid principal amount of the Obligations at a rate per annum equal to the sum of the Base Rate plus the Margin (or, if such amount were ever to exceed the Maximum Rate, then the Maximum Rate) payable monthly in arrears on the first day of each calendar month and on the Termination Date. Any change in the rate of interest resulting from a change in the Base Rate shall become effective on the day such change in the Base Rate is published.
Clause type: board
 Immediately after the Closing, Parent’s board of directors will consist of seven (7) directors. BHN shall designate six (6) persons to the Parent’s board of directors, of which three (3) designees shall qualify as an independent director under the Exchange Act, and the rules of any applicable securities exchange, who are expected to initially be (a) Martin Major, (b) Mark Horan, and (c) Marco De Franceschini. Parent shall designate one (1) person to the Parent’s board of directors to serve for one (1) year from the Closing, who shall initially be William Yu. The parties to this Agreement shall enter into a voting agreement in form and substance satisfactory to the parties thereof relating to nominations to the Parent’s board of directors in accordance with this Section 2.5 (the “Voting Agreement”).
Clause type: definitions
Whenever the following terms are used in this Agreement, they shall have the meaning specified below unless the context clearly indicates to the contrary. The masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates.
Clause type: investment-company-act
 The Issuer will, for so long as any Bonds are outstanding, take, or cause to be taken, such actions as are required in order for the Issuer to qualify for, and maintain such qualification for, exemption from registration as an “investment company” under the Investment Company Act.
Clause type: headings
Section and subsection headings do not constitute part of this Agreement. They are included solely for convenience and reference, and they in no way define, limit, or describe the scope of this Agreement or the intent of any of its provisions.
Clause type: severability
Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. The provisions of this Agreement shall be severable as provided in this Section 8. If this Agreement or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated, and the balance of this Agreement not so invalidated shall be enforceable in accordance with its terms.
Clause type: capitalization
 Section 3.2.1 The authorized capital stock of the Company consists of (A) 150,000,000 shares of Company Common Stock, of which, as of the close of business on May 1, 2008, there were 99,091,039 shares issued and outstanding (excluding 160,000 shares of Company Common Stock held in treasury) and (B) 5,000,000 shares of preferred stock, par value $0.001 per share (the “Company Preferred Stock”), of which no shares are issued and outstanding, including 75,000 shares of Series A Participating Preferred Stock, par value $0.001 per share, reserved for issuance in connection with the exercise of Company Rights issued pursuant to the Company Rights Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. Since May 1, 2008, the Company has not issued (other than Company Common Stock issued upon the exercise of Company Options outstanding as of such date) any shares of Company Common Stock or Company Preferred Stock.
Clause type: entire
Agreement. This Agreement and the Merger Agreement (including the documents and the instruments referred to in this Agreement and the Merger Agreement and any schedules or exhibits hereto or thereto) constitute the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement.
Clause type: ownership_of_shares
 Such Shareholder owns all of such Shareholder's Company Shares free and clear of all Encumbrances.
Clause type: counterparts
This Amendment may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or by electronic transmission of a portable document file (PDF) or similar file shall be effective as delivery of a manually executed counterpart of this Amendment.
Clause type: investment-company-act
 As defined in Section 8(c) hereof.
Clause type: grant
 The Corporation hereby grants to Participant, on the Date of Grant (as set forth on the final page of this Agreement) an Option (the “Option”) to purchase the number of shares of Common Stock of the Corporation set forth on the final page of this Agreement (such shares, the “Option Shares”), on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan, consisting of the following:
Clause type: now
THEREFORE in consideration of the premises and the mutual covenants of the parties hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
Clause type: dividends
 Declare or pay any dividends on or make any distribution with respect to any class of its equity or ownership interest, or purchase, redeem, retire or otherwise acquire any of its equity.
Clause type: headings
Headings are included solely for convenience of reference and if there is any conflict between headings and the text of this Agreement, the text shall control.
Clause type: interest
 Accrued interest on the outstanding principal balance of Swingline Loans is payable on (A) the first day of each month (beginning April 1, 2007), and (B) the Termination Date.
Clause type: taxes
 Debtor shall promptly pay and discharge all of its taxes, assessments, and other governmental charges prior to the date on which penalties are attached thereto, establish adequate reserves for the payment of such taxes, assessments, and other governmental charges, make all required withholding and other tax deposits, and, upon request, provide Secured Party with receipts or other proof that such taxes, assessments, and other governmental charges have been paid in a timely fashion; provided, however, that nothing contained herein shall require the payment of any tax, assessment, or other governmental charge so long as its validity is being contested in good faith, and by appropriate proceedings diligently conducted, and adequate reserves for the payment thereof have been established.