bhaskrr/legal-clauses huggingface dataset:
Clause type: capitalization
 The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Capitalization.” All of the issued shares of capital stock of the Company have been duly authorized, validly issued, fully paid and non-assessable and are not subject to any preemptive, first refusal, or similar right. The description of the Common Stock included in the Registration Statement, the General Disclosure Package and the Prospectus is now, and at the Closing Date will be, complete and accurate in all material respects. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company does not have outstanding, and at the Closing Date and any Option Closing Date will not have outstanding, any options to purchase, or any rights or warrants to subscribe for, or any securities or obligations convertible into, or any contracts or commitments to issue or sell, any shares of capital stock of the Company or any such warrants, convertible securities or obligations. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, there are no stockholder agreements, voting agreements or other similar agreements with respect to the Company’s share capital to which the Company is a party or to or between or among any of the Company’s shareholders.
Clause type: counterparts
This Agreement may be executed in any number of counterparts and by the Parties to it on separate counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument, and shall not be effective until each of the Parties has executed at least one counterpart.
Clause type: capitalization
 The authorized capital stock of the -------------- Company consists of 10,000,000 shares of Company Common Stock, of which 250,000 shares were issued and outstanding as of the date of this Agreement, all of which are owned beneficially and of record directly by Seller. As of the date of this Agreement, there are no shares of Company Common Stock held in the Company's treasury. All Shares are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Seller has the full and unrestricted power to sell, assign, transfer and deliver the Shares in accordance with the terms of this Agreement free and clear of any Encumbrances. There are no outstanding Rights to purchase or acquire any of the Company's capital stock and no oral or written agreement, contract, arrangement, understanding, plan or instrument of any kind to which any of Seller, the Company or any of their Affiliates is subject with respect to the issuance, voting or sale of issued or unissued shares of the Company's capital stock.
Clause type: taxes
 Any recording and other taxes (excluding franchise, income or similar taxes) or other similar assessments or charges payable or ruled payable by any governmental authority incurred in connection with the consummation of the transactions contemplated by this Agreement shall be paid by the Borrower, together with interest and penalties, if any.
Clause type: capitalization
 (a) As of the date hereof, the authorized capital stock of GBC consists of (i) 20,000,000 shares of GBC Common Stock, of which 11,636,563 shares were issued and outstanding as of March 31, 2003 and (ii) 10,000,000 shares of preferred stock, of which no shares are issued and outstanding. All of the issued and outstanding shares of GBC Common Stock have been duly and validly authorized and issued, and are fully paid and non-assessable. None of the outstanding shares of GBC Common Stock has been issued in violation of any preemptive rights of current or past shareholders of GBC. All of the issued and outstanding shares of GBC Common Stock, as of the record date set for such meeting, will be entitled to vote to approve this Agreement and the Merger.
Clause type: assignment
Subject to Clauses 17.2 and 17.3 this Licence is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Licence, without the prior written consent of the other party, such consent shall not be unreasonably withheld or delayed. If the Institution merges with any other Eligible Body or transfers the whole or part of its activities as an Eligible Body to another Eligible Body, the Institution or successor Institution (as the case may be), and the Authorised Users who were Authorised Users through the Institution, shall be entitled to receive the benefit of this Licence, subject to remaining bound by the obligations under this Licence: in respect of the Licensed Material, for the remainder of the current Subscription Period; and in respect of the Continuing Licensed Material, in perpetuity. If the Publisher is subject to any merger or acquisition, or if the Publisher or any licensor or other owner of any rights in any Licensed Material relevant to the licences or rights granted under this Licence transfers or grants any rights inconsistent with the Institution’s rights under this Licence, this Licence shall continue in effect, and the Publisher shall procure that any such transfer or grant of rights is subject to the Institution’s rights under this Licence or that the Institution is compensated in such amount as may be fair and reasonable in the circumstances in respect of the loss of any such rights which cannot be preserved for the Institution. In any assignment to which the other party has given consent under Clause 17.1, the assigning party shall procure and ensure that the assignee shall assume all rights and obligations of the assigning party under this Licence and agrees to be bound to all the terms of this Licence.
Clause type: loans
 Subject to the terms and conditions set forth herein, each Lender severally agrees to make up to two loans to the Company, on any Business Day during the Availability Period, in an aggregate amount not to exceed such Lender’s Commitment. Such Borrowing shall consist of Loans made simultaneously by the Lenders in accordance with their respective Pro Rata Share. Amounts borrowed under this Section 2.01 and repaid or prepaid may not be reborrowed. Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.
Clause type: interest
 Any amounts payable by a Guarantor under this Section 14 or otherwise under this Guaranty if not paid upon demand shall bear interest from the date of such demand until paid in full, at a fluctuating interest rate per annum at all times equal to the Default Rate applicable to Base Rate Loans to the fullest extent permitted by applicable Law. Any such interest shall be due and payable upon demand and shall be calculated on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed.
Clause type: investment_company
 The Offerors shall not engage, or permit any Subsidiary to engage, in any activity which would cause it or any Subsidiary to be an “investment company” under the provisions of the Investment Company Act.
Clause type: assignment
10.1 Without Pledgee’s prior written consent, Pledgor and Party C shall not have the right to assign or delegate their rights and obligations under this Agreement.
Clause type: insurance
(a) Keep its insurable properties adequately insured at all times by financially sound and reputable insurers; maintain such other insurance, to such extent and against such risks, including fire and other risks insured against by extended coverage, as is customary with companies in the same or similar businesses operating in the same or similar locations, including public liability insurance against claims for personal injury or death or property damage occurring upon, in, about or in connection with the use of any properties owned, occupied or controlled by it; and maintain such other insurance as may be required by law.
Clause type: investments
 No Borrower shall make or maintain, directly or indirectly, any Investment except for the following:
Clause type: indemnification
The Loan Parties shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), the Arrangers, the Bookrunners, the Swing Line Lender, each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable, actual and documented fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials at, on, under or emanating from any property owned, leased or operated by the any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party or any of such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPA...
Clause type: base-salary
 As compensation for her services hereunder and in consideration of the Executive’s other agreements hereunder, during the Employment Term, the company shall pay the Executive an initial base salary, payable in equal installments in accordance with Company payroll procedures, at an annual rate of $430,000 (initial base salary). The base shall automatically increase to an annual rate of $490,000 in base pay after the initiation of revenue. The base pay is subject to review by the Board of Directors of the Company (the “ Board ”) from time to time for increase but not decrease.
Clause type: entire
Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement that are not set forth otherwise herein. This Agreement supersedes any and all prior or contemporaneous agreements, written or oral, between Employee and Employer relating to the subject matter hereof. Any such prior or contemporaneous agreements are hereby terminated and of no further effect, and Employee, by the execution hereof, agrees that any compensation provided for under any such agreements is specifically superseded and replaced by the provisions of this Agreement.
Clause type: dividends
 1. Dividends paid by a company which is a resident of a Contracting State to a resident of the other Contracting State shall be taxable only in that other State. This paragraph shall not affect the taxation of the company in respect of the profits out of which the dividends are paid.
Clause type: counterparts
This Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so delivered shall be deemed an original, but all of which counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart signature page of this Agreement by telecopier or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.
Clause type: vesting
 Consistent with Section 3.4(a) of the LLC Agreement, subject to the Grantee’s continued Employment through the applicable vesting date, the Grantee shall vest in his or her Units at the rate of 50% on the second anniversary of the Grant Date and 100% on the third anniversary of the Grant Date, provided, however, that all Units will become vested 100% immediately upon the consummation of a Sale of the Company. For the avoidance of doubt, there shall be no partial vesting in the event that the Grantee’s Employment is terminated before a vesting date. For example, no portion of the Award shall vest if the Grantee is terminated before the second anniversary of the Grant Date and a Sale of the Company has not been consummated.
Clause type: whereas
contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement substantially in the form attached hereto (the "Registration Rights Agreement") pursuant to which the Company has agreed to provide certain registration rights under the 1933 Act, and the rules and regulations promulgated thereunder, and applicable state securities laws.
Clause type: investments
 As to the Borrower only, make any investment other than in FDIC insured deposits or United States Treasury obligations of less than one year, or in money market or mutual funds administering such investments, except as set forth on the Schedule titled “Permitted Investments”.
Clause type: capitalization
 The authorized, issued and outstanding shares of capital stock of the Company are as set forth in the last filing of financial statements by the Company with the applicable regulator and the Commission. The outstanding shares of capital stock of the Company, including the Securities, have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding shares of capital stock of the Company, including the Securities, were issued in violation of the preemptive or other similar rights of any securityholder of the Company or any other entity.
Clause type: investment-company-act
 The Lessee is not an "investment company" as defined in the Investment Company Act of 1940 and the rules and regulations of the SEC promulgated thereunder.
Clause type: loans
 Those Mortgage Loans identified on the Mortgage Loan Schedule as Group 1 Loans.
Clause type: payment
 1.1 The Group will pay the Review Outcome Payment to [Party A] within 14 days of the date of this agreement by telegraphic transfer to his nominated account the details of which are set out below: XXXX Bank name: XXXX Account name: XXXX Account number: XXXX Sort code: XXXX IBAN reference: IBAN BIC reference: XXXX
Clause type: headings
The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.
Clause type: governing
Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
Clause type: dividends
 Upon the occurrence of an Event of Default, Secured Party shall be entitled to any dividends, fees, receipts, payments or other disbursements, attributable in any way to the Collateral. Debtor shall take all actions necessary to cause the payor of such disbursements to make such disbursements directly to Secured Party on account of Debtor. Such amounts, when received by Debtor, will be applied to the outstanding balance of the Note or the other Secured Obligations, as determined by Secured Party. At all times during the term of this Agreement, Secured Party will be entitled to all stock dividends and proceeds of the Collateral.
Clause type: entire
Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing signed by each of the parties hereto.
Clause type: compensation
 During the Term, the Executive's salary shall be payable at intervals not less often than semi-monthly. The Executive's salary shall be established by either the Compensation and Stock Option Committee of the Board of Directors of the Company (subject to approval by the full Board) or, in the event Executive is not among the Company officers whose compensation is subject to review by the Compensation and Stock Option Committee of the Board, by the Executive Committee of the Company (the applicable committee being referred to herein as the "Committee") and all adjustments thereto and all aspects of the Executive's incentive or performance compensation shall be established by the Committee in its sole discretion. In the event there is no Committee in existence at any time, the term Committee shall be deemed to refer to the Chief Executive Officer of the Company. During the Term, the Executive shall also receive such benefits and perquisites (the "Benefits") which are made available to similarly positioned executives of the Employer including, without limitation, incentive compensation, loans, awards, insurance, stock options, stock purchase plans, benefits from qualified plans or non-qualified plans or other benefit plans now or hereafter existing which are adopted by the Employer for the benefit of its employees generally and for the benefit of the Employer's officers, all such Benefits to be provided in such amounts as may be determined from time to time by the Committee in its discretion.
Clause type: interest
 At the end of each Plan Year under this Agreement and immediately prior to the payment of any benefits, but only until commencement of the benefit payments under this Agreement, unless otherwise stated, interest is to be credited on the account balance at an annual rate equal to Crediting Rate 1, compounded monthly.
Clause type: taxes
 Borrower will promptly pay all real and personal property taxes, assessments and charges and all franchise, income, unemployment, retirement benefits, withholding, sales and other taxes assessed against it or payable by it before delinquent; provided that this covenant shall not apply to any tax assessment or charge which is being contested in good faith and with respect to which reserves have been established and are being maintained. The Bank may, at its option, from time to time, discharge any taxes, liens or encumbrances of any of the Collateral, and the Borrower will pay to the Bank on demand or the Bank in its sole discretion may charge to the Borrower all amounts so paid or incurred by it.
Clause type: compensation
 To compensate or provide for the compensation of the Trustees, officers, advisers, administrators, custodians, other agents, consultants and employees of the Trust or the Trustees on such terms as they deem appropriate;
Clause type: headings
The headings of this First Supplemental Indenture are for reference only and shall not limit or otherwise affect the meaning hereof.
Clause type: headings
Headings are used for reference purposes only and do not affect the meaning or interpretation of this Limited Guarantee.
Clause type: investments
 The Company will not, nor will the Company permit any Subsidiary Loan Party to, purchase, hold or acquire (including pursuant to any consolidation, amalgamation or merger with any Person that was not a Loan Party prior to such consolidation, amalgamation or merger, it being understood that any consolidation, amalgamation or merger of a Subsidiary Loan Party with any Subsidiary that is not a Loan Party shall be treated as an investment in such Subsidiary if the survivor of such consolidation, amalgamation or merger is not a Subsidiary Loan Party) any Equity Interests in or evidences of Indebtedness or other securities of, make or permit to exist any loans or advances to, Guarantee any Indebtedness of, or make or permit to exist any other investment in, any Subsidiary that is not a Subsidiary Loan Party (each of the foregoing being an “Investment”), except:
Clause type: capitalization
 The authorized capital stock of the Company consists of 100,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, par value $0.01 per share. As of November 3, 2008, 27,247,381 shares were issued and outstanding, consisting of 27,247,381 shares of Common Stock and no shares of preferred stock. The Company has not issued any capital stock since the date above other than pursuant to (i) employee benefit plans disclosed in the Exchange Act Documents, or (ii) outstanding warrants, options or other securities disclosed in the Exchange Act Documents. The outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as set forth in or contemplated by the Exchange Act Documents, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any unissued shares of capital stock or other equity interest in the Company or any contract, commitment, agreement, understanding or arrangement of any kind to which the Company is a party or of which the Company has knowledge and relating to the issuance or sale of any capital stock of the Company, any such convertible or exchangeable securities or any such rights, warrants or options. Without limiting the foregoing and except as provided herein or as disclosed in the Exchange Act Documents, no preemptive right, co-sale right, right of first refusal, registration right, or other similar right exists with respect to the Purchased Shares or the issuance and sale thereof. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Purchased Shares. Except as disclosed in the Exchange Act Documents, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Common Stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.
Clause type: indemnification
Creditor agrees to defend and hold Debtor harmless against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorney's fees, that it shall incur or suffer, which arise out of, result from or relate to any breach of, or failure by Creditor to perform any of its respective representations, warranties, covenants and agreements in this Agreement or in any exhibit or other instrument furnished or to be furnished by Creditor under this Agreement.