bhaskrr/legal-clauses huggingface dataset:
Clause type: interest
 Any interest or other earnings accrued on any balances in any Account (other than the Defeasance Account), or on any investment thereof, shall be credited to and accumulated in such Account and thereafter be applied without differentiation from other funds in such Account.
Clause type: counterparts
This Agreement may be executed in one or more counterparts, and all such counterparts shall constitute one and the same instrument.
Clause type: shares
 The shares of Class A common stock, par value $0.01 per Share, of Counterparty (Ticker: “HTA”) Number of Shares: For each Transaction, initially, as specified in the Supplemental Confirmation for such Transaction, to be the number of Shares equal to the Forward Hedge Shares (as defined in the Equity Distribution Agreement) for the Forward Hedge Selling Period for such Transaction, as reduced on each Relevant Settlement Date (as defined under “Settlement Terms” below) by the number of Settlement Shares to which the related Valuation Date relates. Settlement Currency: USD Exchange: The New York Stock Exchange Related Exchange: All Exchanges Prepayment: Not Applicable Variable Obligation: Not Applicable Forward Price: For each Transaction, on the Effective Date for such Transaction, the Initial Forward Price for such Transaction, and on any calendar day thereafter, the product of the Forward Price for such Transaction on the immediately preceding calendar day and 1 + the Daily Rate * (1/365); provided that the Forward Price for such Transaction on each Forward Price Reduction Date for such Transaction shall be the Forward Price for such Transaction otherwise in effect on such date minus the Forward Price Reduction Amount for such Forward Price Reduction Date. Initial Forward Price: For each Transaction, as specified in the Supplemental Confirmation for such Transaction, to be the product of (i) an amount equal to 1 minus the Forward Hedge Selling Commission Rate (as defined in the Equity Distribution Agreement) applicable to such Transaction; and (ii) the Volume-Weighted Hedge Price, subject to adjustment as set forth herein.
Clause type: base-salary
 The Company will pay to the Executive an annual base salary of $275,000 payable in accordance with the customary payroll practices of the Company ("Base Salary"), less applicable withholdings for federal, state, and local taxes. The Board will review annually the Executive's Base Salary for upward adjustment and will not reduce the Executive's Base Salary during the Term.
Clause type: severability
The provisions of this Amendment and all other Loan Documents are deemed to be severable, and the invalidity or unenforceability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.
Clause type: compensation
 25.01 Attached hereto and forming part of this Agreement is Schedule “A” relating to job classifications and hourly rates of pay.
Clause type: now
THEREFORE in consideration of Indemnitee’s agreement to serve as a director from and after the date hereof, the parties hereto agree as follows:
Clause type: interest
 The Member is not to be paid interest on its capital contribution(s) to the Company.
Clause type: loans
 (a) The failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender).
Clause type: whereas
the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to Investor, from time to time as provided herein, and Investor shall purchase up to Five Million Dollars ($5,000,000) of the Company’s Common Stock (as defined below); and
Clause type: whereas
the Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting directors, officers, employees, agents and fiduciaries to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited; and
Clause type: whereas
the Trust desires to retain the Advisor to render advice and services to the Fund pursuant to the terms and provisions of this Agreement, and the Advisor desires to furnish said advice and services;
Clause type: headings
The headings of sections in this Agreement are for convenience of reference only and are not intended to qualify the meaning of any section. Any reference to a section number shall refer to a section of this Agreement, unless otherwise stated.
Clause type: interest
 If a Party fails to make any payment when due under this Agreement, then interest shall accrue on the balance due at a per annum rate of 2% above the prime rate in effect at Chase Manhattan Bank (N.A.) (or its successor, as the case may be) on the due date of the payment(s) in question. Amounts due shall be compounded monthly until the applicable Party meets the full financial obligation due. The obligation to pay interest on such late payments set forth herein shall not be construed to limit or restrict a Party’s right to any other rights or remedies which may be available to it, including any applicable right to terminate this Agreement in accordance with its terms and conditions.
Clause type: insurance
Each of the Company and its subsidiaries are insured with policies in such amounts and with such deductibles and covering such risks as it reasonably deems adequate for its business, and the real property owned by the Company and its subsidiaries is appropriately insured by institutions it reasonably believes to be financially sound. The Company has no reason to believe that it or any subsidiary will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Change.
Clause type: insurance
A. Franchisee shall be responsible for all loss or damage arising from or related to Franchisee's development and operation of the Franchised Restaurant, and for all demands or claims with respect to any loss, liability, personal injury, death, property damage, or expense whatsoever occurring upon the premises of, or in connection with the development or operation of, the Franchised Restaurant. Franchisee shall maintain in full force and effect throughout the term of this Agreement that insurance which Franchisee determines is necessary or appropriate for liabilities caused by or occurring in connection with the development or operation of the Franchised Restaurant which shall include, at a minimum, insurance policies of the kinds, and in the amounts, required by Section 12.B. HFS, and any entity with an insurable interest designated by HFS, shall be an additional insured in such policies to the extent each has an insurable interest.
Clause type: taxes
 (a) Any and all payments by or on account of any Obligations hereunder or under any Other Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if Borrowers shall be required by Applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) Agent, Swing Loan Lender, Lender, Issuer or Participant, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrowers shall make such deductions and (iii) Borrowers shall timely pay the full amount deducted to the relevant Governmental Body in accordance with Applicable Law.
Clause type: grant
 Subject to the terms of Section 3 below, each Key Holder hereby unconditionally and irrevocably grants to the Company a Right of First Refusal to purchase all or any portion of Transfer Stock that such Key Holder may propose to transfer in a Proposed Key Holder Transfer, at the same price and on the same terms and conditions as those offered to the Prospective Transferee.
Clause type: investment-company-act
 No Loan Party is or is required to be registered as an “investment company” under the Investment Company Act of 1940. No Loan Party is subject to regulation under any Law that limits its ability to incur Indebtedness.
Clause type: compensation
 For the services provided and the expenses assumed pursuant to this Agreement, each of the Funds will pay the Advisor and the Advisor will accept as full compensation therefor a fee set forth on Schedule A hereto. The obligation to pay the fee to the Advisor will begin as of the respective dates of the initial sale of shares in the Funds, including any shares sold or exchanged in connection with a merger, consolidation or reorganization involving one or more of the Funds. Such fee shall be paid monthly based upon each respective Fund's average daily net assets calculated in the manner provided in the Prospectus and Statement of Additional Information then in effect. The fee shall be accrued daily by each Fund and paid to the Advisor within five (5) business days after the end of each calendar month. If this Agreement is terminated before the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect and shall be payable within ten (10) days after the date of termination.
Clause type: taxes
 Each Consolidated Party has filed, or caused to be filed, all tax returns (federal, state, local and foreign) required to be filed and paid (a) all amounts of taxes shown thereon to be due (including interest and penalties) and (b) all other taxes, fees, assessments and other governmental charges (including mortgage recording taxes, documentary stamp taxes and intangibles taxes) owing by it, except for such taxes (i) which are not yet delinquent or (ii) that are being contested in good faith and by proper proceedings, and against which adequate reserves are being maintained in accordance with GAAP. No Credit Party is aware as of the Closing Date of any proposed tax assessments against it or any other Consolidated Party.
Clause type: capitalization
 (a) The authorized capital stock of Orion consists of an aggregate of 11,000,000 shares, consisting of (i) 10,000,000 shares of Common Stock, par value $0.01 per share; and (ii) 1,000,000 shares of Preferred Stock, par value $0.01 per share (of which 200 shares have been designated as Series A Convertible Preferred Stock). On the date hereof there are issued and outstanding an aggregate of: (x) 1,213,507 shares of Common Stock; and (y) 110 shares of Series A Convertible Preferred Stock. On the date hereof there are an aggregate of 450,000 shares of authorized but unissued shares of Series B Convertible Preferred Stock, par value $0.01 per share, which (i) shall be, subject to the Stockholder Approval, convertible into 9,000,000 shares of Common Stock; and (ii) have been duly reserved for issuance by Orion to the holders of Target Common Stock in connection with the Merger and pursuant to this Agreement. All such issued and outstanding shares of Common Stock and Series A Preferred Stock are validly issued, fully paid and non-assessable, and neither of their respective issuances were subject to preemptive rights. Upon the issuance of the shares of the Series B Preferred Stock, and, subject to the Stockholder Approval, the shares of Common Stock issuable upon conversion thereof, in each case in accordance with the terms of this Agreement, such shares, when issued, will be validly issued, fully paid and non-assessable; and neither of such respective issuances thereof will be subject to pre-emptive rights.
Clause type: severability
In the event that any one or more of the provisions contained in this Agreement or in any other instrument referred to herein, shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other such instrument.
Clause type: ownership_of_shares
 As of the date of this Agreement, none of Parent, Merger Sub or their respective controlled affiliates (a) owns (directly or indirectly, beneficially or of record) any Shares other than Investment Shares or (b) holds any rights to acquire any Shares except pursuant to this Agreement or the Subscription Agreement.
Clause type: grant
 In accordance with, and subject to, the terms of the Plan, the Company hereby grants to Employee a Performance Share Unit Award (the “Award”) subject to the terms and conditions set forth herein. Performance Share Units are notational units of measurement denominated in shares of common stock of Waste Management, Inc., $.01 par value, (“Common Stock”), subject to the conditions and restrictions on transferability set forth below and in the Plan.
Clause type: interest
 Tower Automotive, Inc., a Delaware corporation (hereinafter called the "Company," which term includes any successors under the Indenture hereinafter referred to), promises to pay interest on the principal amount of this Security at the rate of 5% per annum. To the extent it is lawful, the Company promises to pay interest on any interest payment due but unpaid on such principal amount at a rate of 7% per annum compounded semi-annually. The Company will pay interest semi-annually on February 1 and Auguat 1 of each year (each, an "Interest Payment Date"), commencing February 1, 1998. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid on the Securities, from July 29, 1997. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.
Clause type: miscellaneous
(a) Each Guarantor will make each payment hereunder in lawful money of the United States of America and in immediately available funds to each Buyer, at such address specified by such Buyer from time to time by notice to the Guarantors.
Clause type: taxes
 Each payment of the Guaranteed Obligations will be made by each Loan Guarantor without withholding for any Taxes, unless such withholding is required by law. If any Loan Guarantor determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Loan Guarantor may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Guarantor shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the Administrative Agent, Lender or Issuing Bank (as the case may be) receives the amount it would have received had no such withholding been made.
Clause type: base-salary
 The Company shall pay the Executive an annual base salary, less income taxes and other applicable withholdings, of $200,000 in accordance with the Company’s standard payroll installments. The Compensation Committee of the Board of Directors will review the annual base salary amount as soon as practicable after the end of each fiscal year of Company to consider whether or not it should be increased. Such determination shall be in the sole discretion of the Committee using such criteria as the members of the Committee deem relevant, including, but not limited to, the performance of the Company and the Executive.
Clause type: investments
 Without the prior consent of Bank (not to be unreasonably withheld), directly or indirectly acquire or own, or make any Investment in or to any Person, or permit any of its Subsidiaries so to do, other than Permitted Investments.
Clause type: entire
Agreement. This Agreement and the Schedules attached hereto embodies the entire agreement and understanding between the parties.
Clause type: headings
The headings and sub-headings in this Agreement are inserted for the convenience of reference only and are to be ignored in any construction of the provisions hereof.
Clause type: payment_terms
 Payment terms are Net not later than 30 days after receipt of correct invoice or acceptance of goods, whichever is later. The using agency is responsible for all payments to the Vendor under the Contract. Payment by some agencies may be made by procurement card, if the Vendor accepts that card (Visa, MasterCard, etc.) from other customers, and it shall be accepted by the Vendor for payment under the same terms and conditions as any other method of payment accepted by the Vendor. If payment is made by procurement card, then payment may be processed immediately by the Vendor.
Clause type: loans
 Each Loan may be used for the Company's general corporate purposes. No Finance Party is bound to monitor or verify the utilisation of the Facility.
Clause type: termination
This Agreement shall terminate upon the earliest of (a) the Effective Time, (b) the termination of the Merger Agreement in accordance with its terms and (c) the mutual written agreement of the parties hereto to terminate this Agreement (such earliest date being referred to herein as the “Termination Date”); provided that the provisions set forth in Sections 11 to 23 shall survive the termination of this Agreement; provided further that any liability incurred by any party hereto as a result of a breach of a term or condition of this Agreement prior to such termination shall survive the termination of this Agreement.
Clause type: capitalization
 (a) The Purchaser is authorized to issue (i) an unlimited number of Purchaser Ordinary Shares and (ii) an unlimited number of preferred shares of no par value comprised within five (5) classes thereof. The issued and outstanding Purchaser Securities as of the date of this Agreement are set forth on Schedule 3.5(a). All outstanding Purchaser Ordinary Shares are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the BVI Act, the Purchaser Charter or any Contract to which the Purchaser is a party. None of the outstanding Purchaser Securities has been issued in violation of any applicable securities Laws.
Clause type: severability
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall, nevertheless, continue in full force and effect without being impaired or invalidated in any way.
Clause type: taxes
 (a) Each of the Company and its Subsidiaries has (i) timely filed all income Tax Returns and all other material Tax Returns required to be filed by any of them (taking into account applicable extensions) and all such returns are true, correct and complete in all material respects and (ii) paid or accrued (in accordance with GAAP) all material Taxes due and payable other than such Taxes as are being contested in good faith by the Company or its Subsidiaries.
Clause type: entire
Agreement. This Agreement (including the Exhibits and Schedules) and the agreements, certificates and other documents delivered pursuant to this Agreement contain the entire agreement among the parties with respect to the transactions described herein, and supersede all prior agreements, written or oral, with respect thereto.
Clause type: investment-company-act
 The Company is not an investment company or a company controlled by an investment company within the meaning of the Investment Company Act of 1940, as amended.
Clause type: notices
Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified or upon delivery by confirmed facsimile transmission or nationally recognized overnight courier service or upon deposit with the United States Post Office, by registered or certified mail, postage prepaid and addressed to the party to be notified at the address indicated for such party on the signature page hereof, or at such other address as such party may designate by ten (10) days’ advance written notice to the other parties.
Clause type: now
THEREFORE in consideration of the premises and the mutual covenants contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties agree as follows:
Clause type: base-salary
 The Company and the Executive shall agree to a "Base Salary," subject to adjustment in accordance with Section 3.2 below. The Base Salary shall be paid in accordance with the Company's regularly established payroll practices.
Clause type: counterparts
This Assignment Agreement may be executed and delivered in counterparts (including by facsimile transmission), each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same instrument.
Clause type: counterparts
This Agreement may be executed in two or more counterparts, each of which, when so executed, shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.
Clause type: compensation
 As compensation for Services rendered by PNC under this Agreement, the Fund will pay to PNC such fees and charges (“Fees”) as may be agreed to from time to time in writing by the Fund and PNC under a written fee agreement (“Fee Agreement”). PNC shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by the Fund or by any other third party service provider to the Fund not engaged by PNC. In addition, the Fund agrees to pay, and will be billed separately in arrears, for reasonable out of pocket expenses incurred by PNC in the performance of its duties hereunder (“Reimbursable Expenses”). Reimbursable Expenses are such things as, but are not limited to; • Printing costs; • Postage costs; Special programming costs in excess of those allotted; and • Reasonable travel expenses of PNC employees to conduct on-site training and educational meetings in support of this agreement.
Clause type: insurance
The certificate signed by the President or Chief Financial Officer of the Borrower, that attests to the existence and adequacy of, and summarizes, the property and casualty insurance program carried by the Borrower with respect to itself and its Subsidiaries and that has been furnished by the Borrower to the Agent and the Lenders, is complete and accurate. This summary includes the insurer's or insurers' name(s), policy number(s), expiration date(s), amount(s) of coverage, type(s) of coverage, exclusion(s), and deductibles. This summary also includes similar information, and describes any reserves, relating to any self-insurance program that is in effect.