bhaskrr/legal-clauses huggingface dataset:
Clause type: indemnification
To the fullest extent permitted by law, the LLC shall indemnify and hold harmless, and may advance expenses to, the Member, its Affiliates and any of their respective officers, directors, employees, stockholders, partners (limited and/or general), managers, members, consultants or agents and each person acting in any such capacity for the LLC (each an “Indemnitee” and collectively, the “Indemnitees”), from and against any and all claims and demands whatsoever arising, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim and any tax imposed on an Indemnitee in respect of amounts of indemnification received hereunder) of any nature whatsoever, liquidated or unliquidated, that are incurred by any Indemnitee and arise out of or in connection with the affairs of the LLC. In furtherance of the foregoing, an Indemnitee shall be entitled to indemnification hereunder unless there has been a final, non-appealable determination by a court of competent jurisdiction that the claim giving rise to such indemnification was caused solely by Indemnitee’s conduct and such conduct constituted fraud, bad faith, willful misconduct or gross negligence. The provisions of this section shall continue to afford protection to each Indemnitee regardless of whether such Indemnitee remains the Member or any Affiliate of the Member, or an officer, director, employee, stockholder, partner (limited and/or general), manager, consultant or agent of any such member or Affiliate. The satisfaction of any indemnification and any holding harmless pursuant to this Section 1.9 shall be from and limited to LLC assets (including insurance and any agreements pursuant to which the LLC, its officers or employees are entitled to indemnification), and the Member shall not have any personal liability on account thereof.
Clause type: notices
All notices, demands, instructions, consents, and other communications required or permitted under this Agreement shall be in writing and signed by the party giving the same and shall be personally delivered or sent by first class or express mail (postage prepaid), national overnight courier service, or by facsimile transmission or other electronic communication device capable of transmitting or creating a written record (confirmed by first class mail) and shall be considered to be given for purposes of this Agreement on the day that the writing is delivered when personally delivered or sent by facsimile or overnight courier or three Business Days after it was sent to its intended recipient if sent by first class mail. A facsimile has been delivered when the sending machine issues an electronic confirmation of transmission. Unless otherwise specified in a notice sent or delivered in accordance with the provisions of this Section, notices, demands, instructions, consents, and other communications in writing shall be given to or made on the respective parties at their respective addresses indicated below:
Clause type: definitions
(a) When a reference is made in this Agreement to a subsidiary of a person, the term “
Clause type: capitalization
 (a) The authorized capital stock of KNBT consists of (i) 100,000,000 shares of common stock, par value $.01 per share (“KNBT Common Stock”), of which at the date hereof 26,526,407 shares are validly issued and outstanding, fully paid and nonassessable, and free of preemptive rights, and 7,443,739 are held as treasury shares and (ii) 20,000,000 shares of preferred stock, par value $.01 per share, of which at the date hereof, no shares are issued and outstanding. KNBT has not issued nor is KNBT bound by any subscription, option, warrant, call, commitment, agreement or other Right of any character relating to the purchase, sale, or issuance of, or right to receive dividends or other distributions on, any shares of KNBT Common Stock or any other security of KNBT or any securities representing the right to vote, purchase or otherwise receive any shares of KNBT Common Stock or any other security of KNBT, except (i) for KNBT Options for 2,135,246 shares of KNBT Common Stock issued and outstanding under the KNBT Stock Option Plan and (ii) this Agreement.
Clause type: taxes
 (a) Parent and each Parent Subsidiary have timely filed with the appropriate Governmental Entity all U.S. federal and state income and other material Tax Returns required to be filed, taking into account any extensions of time within which to file such Tax Returns, and all such Tax Returns are true, correct and complete in all material respects. Parent and each Parent Subsidiary have timely paid (or had timely paid on their behalf), or made adequate provisions in accordance with GAAP for, all material Taxes required to be paid by them, whether or not shown on any Tax Return. True and complete copies of all United States federal income Tax Returns that have been filed with the IRS by Parent and each Parent Subsidiary with respect to the taxable years ending on or after December 31, 2017 have been made available to the Company. Neither Parent nor any Parent Subsidiary has received any written claim from any Governmental Entity in any jurisdiction where Parent or any Parent Subsidiary do not file Tax Returns that Parent or any Parent Subsidiary is or may be subject to Tax by such jurisdiction.
Clause type: interest
 No interest shall be credited on the Phantom Stock Appreciation Rights Account.
Clause type: investments
 Make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or all or substantially all of the assets constituting an ongoing business (including pursuant to any merger or Division) from, or make any other investment in, any other Person, other than guarantees of operating leases in the ordinary course of business (all of the foregoing, “Investments”), except:
Clause type: capitalization
 (a) The share capital of Parent is made up of 472,504,060 Parent Common Shares (ordinary shares) and options that are exercisable into 27,925,000 Parent Common Shares. Except as set forth in Section 5.2(a) of the Parent Disclosure Letter, no bonds, debentures, notes or other Indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of Parent may vote are issued or outstanding. All issued and outstanding Parent Common Shares are, all Parent Common Shares that may be issued as permitted by this Agreement will be, and all Parent Common Shares that may be issued pursuant to the exercise of the Parent Stock Options, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid, and free of preemptive rights. Other than the Parent Stock Options and those convertible notes set forth in Section 5.2(a), as of the Signing Date, there are no outstanding or authorized (x) options, warrants, preemptive rights, subscriptions, calls or other rights, or claims or commitments of any character obligating any Parent Entity to issue, transfer or sell any shares or other equity interest in any Parent Entity or securities convertible into or exchangeable for such shares or equity interests, (y) contractual obligations of Parent Entity to repurchase, redeem or otherwise acquire any shares of any Parent Entity or any of the securities or agreements listed in clause (x) of this sentence, or (z) voting trusts or similar agreements to which any Parent Entity is a party with respect to the voting of the shares of any Parent Entity. Section 5.2(a) of the Parent Disclosure Letter sets forth the following information with respect to the Parent Stock Options outstanding as of the Signing Date: (i) aggregate number of Parent Common Shares issuable upon exercise thereof; (ii) exercise price; (iii) issue date; and (iv) termination date.
Clause type: investment-company-act
 The Company is not an “investment company”, or an entity “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”), in each case required to register under the Investment Company Act; and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Prospectus, the Company will not be an “investment company”, or an entity “controlled” by an “investment company”, as defined in the Investment Company Act, in each case required to register under the Investment Company Act.
Clause type: headings
The headings and captions in this Agreement are for convenience only and in no way define or describe the scope or content of any provision of this Agreement.
Clause type: termination
This Agreement may be terminated at any time prior to ----------- the Closing Date:
Clause type: now
THEREFORE in consideration of the foregoing and the mutual covenants and agreements set forth herein and in the Merger Agreement, the parties hereto agree as follows:
Clause type: compensation
 As compensation for custody services rendered by PNC Bank during the term of this Agreement, the Fund, on behalf of each of the Portfolios, will pay to PNC Bank a fee or fees as may be agreed to in writing from time to time by the Fund and PNC Bank.
Clause type: payment
 Each time the Card is used the value of the Card will decrease by the amount of the transaction. After the amount available on your Card has been exhausted, all transactions will be declined. You agree not to use the Card for transactions in excess of the funds remaining on the Card. If a transaction causes you to exceed that limit (a “Negative Balance”), you shall remain fully responsible for and agree to immediately pay us the amount of any Negative Balance. If you do not pay us the Negative Balance, we may report the unpaid amount to consumer reporting agencies. We may also exercise our right to setoff against any account you have with us.
Clause type: financing
 (a) Prior to the Closing, each of CAC and Growth Partners will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the Financing as contemplated by and in accordance with the terms and conditions of the Commitment Letter (as modified by the flex provisions of the related fee letter and as otherwise modified, so long as such modification would not (i) impose new or additional material conditions or reasonably be expected to prevent, or materially delay or impair, the availability of the Financing or (ii) adversely impact the ability of CAC and Growth Partners to timely consummate the Closing (it being understood that any modification that is entered into for the purpose of adding lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date hereof or for the purpose of extending the termination date set forth in the Commitment Letter shall be permitted)), provided, however, that if the Financing becomes unavailable to CAC and Growth Partners on the terms and conditions set forth in the Commitment Letter or the Commitment Letter shall be terminated for any reason (other than due to a material breach by the Caesars Parties of any material provision of this Agreement which prevents or renders impracticable the consummation of the Financing), each of CAC and Growth Partners shall use its reasonable best efforts to obtain alternative financing on terms and conditions satisfactory to CAC and Growth Partners and, to the extent required under applicable Law, approved by the relevant Gaming Authorities (the “Alternative Financing”). It is understood and agreed that “reasonable best efforts” as used in this Section 8.13(a) shall not require CAC or Growth Partners to obtain the Alternative Financing if the terms and conditions of such financing (including all terms, termination rights, flex provisions and funding conditions) are less favorable, taken as a whole, to CAC, Growth Partners and its Subsidiaries as compared to the terms of the Commitment Letter. Each of the Caesars Parties shall, at CAC’s and Growth Partners’ cost and expense, provide such cooperation as is reasonably requested by CAC and Growth Partners in connection with obtaining any such Financing (or any Alternative Financing) or the 144A Financing, pursuant to Section 8.13(b). Upon the request of Parent or a Seller, CAC an...
Clause type: investment_company
 Neither the Company nor any Company Subsidiary is and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, will become an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for an investment company, within the meaning of the Investment Company Act of 1940, as amended.
Clause type: loans
 Subject to the terms and conditions of this Agreement, the Lender agrees to make loans to Borrower in an aggregate amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00) (such loans are hereinafter referred to singly as a “Loan”, and collectively as the “Loans”). After repayment by Borrower, no Loan may be reborrowed.
Clause type: taxes
 Pay and discharge all Taxes prior to the date on which they become delinquent or penalties attach, unless such Taxes are being Properly Contested.
Clause type: interest
 9.1 Unless the Arbitrator in his discretion otherwise decides the Contractors shall be entitled to interest on any sums awarded in respect of salvage remuneration or special compensation (after taking into consideration any sums already paid to the Contractors on account) from the date of termination of the services until the date on which the Award is published by the Council and at a rate to be determined by the Arbitrator.
Clause type: capitalization
 As of the date hereof, the authorized capital stock of the Company consists of (i) (100,000,000) shares of Common Stock, of which as of the date hereof, (26,000,000) shares are issued and outstanding, - (0) shares of Preferred Stock are issued and outstanding and approximately –(74,000,000)- shares of Common Stock are issuable upon the exercise of options, warrants and conversion rights. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as disclosed in this Section, (i) no shares of the Company's capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company, (ii) there are no outstanding debt securities, (iii) there are no outstanding shares of capital stock, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, (iv) there are no agreements or arrangements with a Person, other than the Investor under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act, (v) there are no outstanding securities of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement, (vii) the Company does not have any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement and (viii) there is no dispute as to the class of any shares of the Company's capital stock. Prior to the signing of this Agreement by the Investor, the Company shall furnish to the Investor true and correct copies of any outstanding securities convertible into or exercisable for Common Stock.
Clause type: entire
Agreement. This Agreement, together with the Exhibits, Schedules and other documents contemplated hereby, constitute the final written expression of all of the agreements between the parties, and is a complete and exclusive statement of those terms. It supersedes all understandings and negotiations concerning the matters specified herein. Any representations, promises, warranties or statements made by either party that differ in any way from the terms of this written Agreement and the Exhibits, Schedules and other documents contemplated hereby, shall be given no force or effect. The parties specifically represent, each to the other, that there are no additional or supplemental agreements between them related in any way to the matters herein contained unless specifically included or referred to herein. No addition to or modification of any provision of this Agreement shall be binding upon any party unless made in writing and signed by all parties.
Clause type: headings
The division of this Agreement into Articles and Sections and the insertion of headings are for the convenience of reference only and shall not affect the construction or interpretation of this Agreement.
Clause type: confidentiality
Each of Agent, Lenders and Issuing Bank agrees to maintain the confidentiality of all Information (as defined below), except that Information may be disclosed (a) to its Affiliates, and to its and their partners, directors, officers, employees, agents, advisors and representatives (provided such Persons are informed of the confidential nature of the Information and instructed to keep it confidential); (b) to the extent requested by any governmental, regulatory or self-regulatory authority purporting to have jurisdiction over it or its Affiliates; (c) to the extent required by Applicable Law or by any subpoena or other legal process; (d) to any other party hereto; (e) in connection with any action or proceeding, or other exercise of rights or remedies, relating to any Loan Documents or Obligations; (f) subject to an agreement containing provisions substantially the same as this Section, to any Transferee or any actual or prospective party (or its advisors) to any Bank Product; (g) with the consent of Borrower Agent; or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) is available to Agent, any Lender, Issuing Bank or any of their Affiliates on a nonconfidential basis from a source other than Borrowers. Notwithstanding the foregoing, Agent and Lenders may publish or disseminate general information describing this credit facility, including the names and addresses of Borrowers and a general description of Borrowers’ businesses, and may use Borrowers’ logos, trademarks or product photographs in advertising materials, provided, however, that (i) Agent and Lenders provide Borrowers with a copy for their review reasonably prior to publishing or disseminating such information and (ii) such general information does not include any information required to be kept confidential by this Section 14.12. As used herein, “Information” means all information received from an Obligor or Subsidiary relating to it or its business. Any Person required to maintain the confidentiality of Information pursuant to this Section shall be deemed to have complied if it exercises the same degree of care that it accords its own confidential information. Each of Agent, Lenders and Issuing Bank acknowledges that (i) Information may include material non-public information concerning an Obligor or Subsidiary; (ii) it has developed compliance procedures regarding the use of material non-public information; and (iii) it ...
Clause type: ownership_of_shares
 Such Seller has good and valid title to the Shares set forth opposite such Seller’s name in Section 3.3 of the Sellers Disclosure Letter free and clear of all Liens, and is the record and beneficial owner thereof. Such Shares were acquired by such Seller in compliance with applicable Law. Other than this Agreement, there is no outstanding Contract with any Person for such Person to purchase, redeem or otherwise acquire any outstanding shares of the capital stock of any of the Subject Companies. At the Closing, such Seller will convey good and valid title to such Shares, free and clear of all Liens, Orders, Contracts or other limitations whatsoever.
Clause type: investment-company-act
 The AIG Agent represents that it is not, and in the case of each Seller, such Seller represents that it is not, and after application of the proceeds of its portion of the Purchase Price will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.
Clause type: investment-company-act
 The Issuer agrees that, in the event that an Event of Default under Section 5.1(i) has not yet occurred but the Issuer or the Sole Shareholder becomes required to register as an investment company under the Investment Company Act due to any change in applicable law (including the issuance of any regulation, guidance or interpretation by any Governmental Authority) that occurs after the Closing Date, the Issuer at its own expense shall promptly register, or cause the Sole Shareholder to promptly register, as an investment company as so required. Any failure by the Issuer or the Sole Shareholder to become so registered prior to the effective date of such change in applicable law shall constitute an Event of Default under Section 5.1(i). The Issuer agrees to promptly provide the Trustee with notice of such registration (and the Trustee shall forward a copy of such notice to the Holders) and any other documentation as the Trustee may reasonably request.
Clause type: whereas
all things necessary to make this Indenture a valid indenture and agreement according to its terms have been done;
Clause type: interest
 (i) Except as modified by Section 5(a)(iii) below, the Companies shall jointly and severally pay interest at the Contract Rate on the unpaid principal balance of each Loan until such time as such Loan is collected in full in good funds in dollars of the United States of America.
Clause type: ownership_of_shares
 None of Parent, Merger Sub or any other Subsidiary of Parent is, nor at any time during the last three years has been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL.
Clause type: payment
 Payments and statements shall be sent to PalmSource according to the following terms: