bhaskrr/legal-clauses huggingface dataset:
Clause type: notices
All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, or if by facsimile, upon written confirmation of receipt by facsimile, or otherwise, (b) on the first (1st) Business Day after being sent if delivered utilizing a next-day service by an internationally recognized overnight courier that issues a receipt or other confirmation of delivery, (c) on the earlier of confirmed receipt or the third (3rd) Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid or (d) when transmitted to the email address set out below, as applicable (provided, that no “error” message or other notification of non-delivery is generated). All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the Party to receive such notice. If to Parent or Merger Sub: Citizens Financial Group, Inc. One Citizens Plaza Providence, RI 02903 Attention: Malcolm Griggs, Chief Risk Officer & General Counsel Email: with a copy to (which shall not constitute notice): Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 Attention: Mitchell S Eitel, Eric M. Diamond Facsimile: (212) 291 9046; (212) 558-3588 Email: If to the Company: JMP Group LLC 600 Montgomery Street, Suite 1100 San Francisco, CA 94111 Attention: Mark Lehmann Email: with a copy to (which shall not constitute notice): Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C 44 Montgomery Street, 36th Floor San Francisco, CA 9414 Attention: Andrew D. Thorpe; Ivan Presant Facsimile: (415) 432-6001; (212) 983-3115 Email:
Clause type: representations
and Warranties. Borrower represents and warrants to Agent and Lenders as follows:
Clause type: termination
In the event that the Closing shall not have occurred with respect to the Buyers on or before five (5) business days from the date hereof due to the Company's or the Buyer's failure to satisfy the conditions set forth in Sections 6 and 7 above (and the non-breaching party's failure to waive such unsatisfied condition(s)), the non-breaching party shall have the option to terminate this Agreement with respect to such breaching party at the close of business on such date without liability of any party to any other party; provided, however, that if this Agreement is terminated by the Company pursuant to this Section 9(l), the Company shall remain obligated to reimburse the Buyer(s) for the fees and expenses of Yorkville Advisors Management, LLC described in Section 4(g) above.
Clause type: payment
 Any Distribution will be made to a Member only if such Person owns an Ownership Interest on the date of Distribution, as reflected on the books of the Company.
Clause type: compensation
 11.1 PL&A, through Distributor, will remit to Broker/Dealer or Agency compensation as set forth in the applicable Schedule D hereto, which payments or termination thereof shall be governed by the administrative rules established by PL&A in its sole discretion. Selling Entities shall pay all Subagents. PL&A reserves the right not to pay compensation on a Contract, the premium for which is paid in whole or in part by the loan or surrender value of any other life insurance policy or annuity contract issued by PL&A.
Clause type: interest
 1. Interest arising in a Contracting Party and paid to a resident of the other Contracting Party shall be taxable only in that other Party if such resident is the beneficial owner of the interest.
Clause type: severability
In the event any provision of this Agreement is determined to be void or unenforceable, such determination shall not affect the remainder of this Agreement, which shall continue to be in force.
Clause type: ownership_of_shares
 As of the Closing Date, the shareholders of Tojen will become the owners of the Escrowed Sorell Shares. The Escrowed Sorell Shares will be free from claims, liens or other encumbrances, except as provided under applicable federal and state securities laws;
Clause type: financing
 Parent has available cash resources and financing in an amount sufficient to enable Purchaser to purchase Company Shares pursuant to the Offer and to consummate the Merger. Without limiting the foregoing: (a) Purchaser has delivered to the Company a true and complete copy of an executed commitment letter dated March 24, 2007 from Morgan Stanley Senior Funding, Inc. and CitiGroup Global Market, Inc. (the “Debt Commitment Letter”), pursuant to which the lender parties thereto have committed, subject to the terms and conditions thereof, to lend the amounts set forth therein for the purpose of funding the consideration payable by Parent and the Purchaser in respect of the Company Shares and Company Options (the “Debt Financing”). As of the date of this Agreement: (i) the Debt Commitment Letter has not been amended or modified; and (ii) none of the commitments contained in the Debt Commitment Letter has been withdrawn or rescinded in any respect. There are no conditions precedent or other contingencies related to the funding by such lenders of the full amount of the Debt Financing, other than as set forth in or contemplated by the Debt Commitment Letter. As of the date of this Agreement, and assuming the accuracy of the Company’s representations set forth in this Agreement and the Company’s compliance with its
Clause type: vesting
 (a) Subject to Section 4(b) hereof and the further provision of this Agreement, a number of whole shares of Restricted Stock as close as possible to the following percentage of the total number of shares granted hereunder shall vest on the following dates (each specified date, a “Vesting Date”):
Clause type: assignment
Subject to all other provisions of this Agreement, any attempt to assign or transfer this Agreement or any of the rights conferred hereby, by judicial process or otherwise, to any person, firm, company, or corporation without the prior written consent of the other party, shall be invalid, and may, at the option of such other party, result in an incurable event of default resulting in termination of this Agreement and all rights hereby conferred.
Clause type: capitalization
 One hundred percent (100%) of the issued and outstanding Equity Interests of each Subsidiary of the Borrower is owned by the Persons listed on Schedule 5.14 as supplemented from time to time pursuant to Section 6.08(b) and such Equity Interests are owned by such Persons, free and clear of all Liens (other than Liens created by the Security Documents). No Subsidiary of the Borrower has issued or granted any options or rights with respect to the issuance of its respective Equity Interests which is presently outstanding.
Clause type: ownership_of_shares
 The Seller is the sole owner and holder of the Shares, free and clear of all liens and encumbrances.
Clause type: loans
 Subject to the terms and conditions set forth in this Agreement, each of the Lenders severally agrees to lend to the Borrower on the Effective Date the aggregate principal amount of such Lender’s Commitment Amount, for the purposes set forth in Section 2.15. On the Effective Date, the Total Commitment Amount as of the Effective Date shall be disbursed to Borrower in a single advance. The Loans shall be made pro rata in accordance with each Lender’s Commitment Percentage. The acceptance by Borrower of the Loans hereunder shall constitute a representation and warranty by the Borrower that all of the conditions set forth in Section 5 have been satisfied. No Lender shall have any obligation to make a Loan to the Borrower of more than the principal face amount of its Note.
Clause type: investment-company-act
 Neither the Borrower (nor, to the extent such status would have a Material Adverse Effect, any of its Subsidiaries) is an "investment company" which is registered or required to be registered under the Investment Company Act of 1940, as amended, or is "controlled" by an "investment company" which is registered or required to be registered under such Act (all quoted terms in this Clause 5.19 having the meaning ascribed to them by such Act).
Clause type: entire
Agreement. This Agreement and any documents and agreements executed in connection with the Exchange embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous oral or written agreements, representations, warranties, contracts, correspondence, conversations, memoranda and understandings between or among the parties or any of their agents, representatives or affiliates relative to such subject matter, including, without limitation, any term sheets, emails or draft documents.
Clause type: taxes
 Borrower and each Subsidiary have filed or caused to be filed all tax returns required to be filed, and have paid, or have made adequate provision for the payment of, all taxes reflected therein.
Clause type: severability
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
Clause type: miscellaneous
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
Clause type: termination
8.0 The parties may terminate this Agreement by three methods. (i) Either party may terminate this Agreement for cause with a thirty-day written notice to the other party; (ii) either party may terminate this Agreement without cause with a sixty-day written notice to the other party; or (iii) OHCA may terminate the contract immediately to protect the health and safety of Medicaid recipients, upon evidence of fraud, or pursuant to Paragraph 4.0(e) above.
Clause type: compensation
 As full compensation for all services rendered and obligations assumed by the Sub-Advisor hereunder with respect to the Series, the Manager shall pay the compensation specified in Appendix A to this Agreement. Brokerage services provided by SCB LLC to the Series are not within the scope of the duties of the Sub-Advisor under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Fund's board of directors, SCB LLC may receive brokerage commissions, fees or other remuneration from the Series for these services in addition to the Sub-Advisor's fees for services under the Agreement.
Clause type: esop
 The ESOP was validly established under applicable Law and is, and at all times has been maintained as, a plan qualified under Section 401(a) of the Code and an employee stock ownership plan as described in Section 4975(e)(7) of the Code. The trust maintained to fund the ESOP (the “ESOP Trust”) is a trust duly formed in accordance with applicable state Law and is, and at all times has been, a trust described in Section 501(a) of the Code. The ESOP and the ESOP Trust have been duly authorized, organized and established by all necessary corporate action on behalf of the Company and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms. The shares of Stock held by the ESOP Trust constitute “employer securities,” as defined in Section 409(l) of the Code and “qualifying employer securities,” as defined in Section 407(d)(5) of ERISA. The Company has provided or made available any documents that provide for indemnification of the fiduciaries of the ESOP within the preceding six (6) years. The Trustee of the ESOP (the “ESOP Trustee”) possesses the full power and authority to execute, deliver, and perform the ESOP’s obligations under and ancillary to this Agreement. To the Knowledge of the Company, the ESOP Trustee has complied in all material respects with all of the responsibilities and duties imposed on the ESOP Trustee under the ESOP in connection with the transactions contemplated by this Agreement. The performance of the ESOP Trustee’s duties hereunder, will not violate any provision of the ESOP or ERISA, including any of the ESOP Trustee’s fiduciary obligations under ERISA. The ESOP Trustee has obtained from an independent third party a written opinion that the Purchase Price represents “adequate consideration,” as that term is defined under Section 3(18) of ERISA, and that the transactions contemplated by this Agreement are fair to the ESOP and its participants and beneficiaries from a financial perspective, a true and correct copy of which has been provided to the Buyer. The ESOP Trustee has made an independent determination that the Purchase Price represents “adequate consideration” as that term is defined under Section 3(18) of ERISA, and that the transactions contemplated by this Agreement are fair to the ESOP and its participants and beneficiaries from a financial perspective. The Company shall ensure, and direct the ESOP Trustee if necessary, that the Purchase Price...
Clause type: investment-company-act
 The Seller is not and will not become as a result of the transactions contemplated by the Transaction Documents, an “investment company,” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended. In addition, the Seller is not a “covered fund” under Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations thereunder. Exhibit III-2 Second A&R Receivables Purchase Agreement
Clause type: assignment
The Supplier shall not, without the prior written consent of the British Council, assign, transfer, charge, create a trust in, or deal in any other manner with all or any of its rights or obligations under this Agreement. The British Council may assign or novate this Agreement to: (i) any separate entity Controlled by the British Council; (ii) any body or department which succeeds to those functions of the British Council to which this Agreement relates; or (iii) any provider of outsourcing or third party services that is employed under a service contract to provide services to the British Council. The Supplier warrants and represents that it will (at the British Council’s reasonable expense) execute all such documents and carry out all such acts, as reasonably required to give effect to this clause 15.2.
Clause type: interest
 The Issuer promises to pay interest in cash on the principal amount of this Note at a rate per annum equal to seven percent (7%), provided that, on either or both of the first two Interest Payment Dates, in lieu of payment in whole or in part of interest in cash on the Notes, the Issuer at its option may pay interest on the Notes, in whole or in part, at a rate per annum equal to nine percent (9%), through the issuance of additional Notes in an aggregate principal amount equal to the amount of interest with respect to such Notes at the rate then applicable as a result of the payment of such interest by the issuance of Secondary Notes. The Issuer will pay interest in United States dollars (except in the case of payment of interest by the issuance of additional Notes as aforesaid) semiannually in arrears on the last day of each _________ and _________, commencing on ____________, or if any such day is not a Business Day, on the next succeeding Business Day (each an "Interest Payment Date"). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided, however, that if there is no existing Default or Event of Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date, except in the case of the original issuance of the Notes, in which case interest shall accrue from the date of authentication. The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate equal to 2% per annum in excess of the then applicable
Clause type: insurance
Upon completion of the Consignment Agreement (and Contribution Agreement, if the consignor is electing to retain equity in an offering), the insurance burden will shift to Collectable. Please let Collectable know if you require additional shipping insurance.
Clause type: investment-company-act
 Neither such Obligor nor any of its Subsidiaries is required to register as an “investment company” under the Investment Company Act.
Clause type: dividends
 The holders of Floating Shares shall be entitled to receive such dividends payable in cash or property of the Company as may be declared thereon by the directors from time to time. The directors may declare no dividend payable in cash or property on the Floating Shares unless the directors simultaneously declare a dividend payable in cash or property on: (i) New Subordinate Shares, in an amount per New Subordinate Share equal to the amount of the dividend declared per Floating Share; and (ii) the New Multiple Shares, in an amount per New Multiple Share equal to the amount of the dividend declared per Floating Share.
Clause type: capitalization
 The Parent’s authorized capitalization consists of (a) Five Hundred Million (500,000,000) shares of Parent Common Stock, of which Fifty-Nine Million Six Hundred Eighty-Five Thousand and Three Hundred and Sixty (59,685,360) shares were issued and outstanding immediately prior to the transaction contemplated by the Exchange and (b) One Hundred Million (100,000,000) shares of preferred stock (“Parent Preferred Stock”), of which Two Million Nine Hundred Thousand (2,900,000) shares of Series A Preferred Stock and Ten Million (10,000,000) shares of Series B Preferred Stock were issued or outstanding immediately preceding the consummation of the Exchange. All issued and outstanding shares of Parent Common Stock and Parent Preferred Stock are duly authorized, legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person, and except as disclosed in this Agreement or in connection with the transactions contemplated by this Agreement, there is not and as of the Closing Date there will not be outstanding any warrants, promissory notes, options or other agreements on the part of Parent obligating such entity to issue any additional shares of Parent Common Stock, Parent Preferred Stock, or any ownership interest or any of its securities of any kind. The Parent Common Stock is traded on the OTC Bulletin Board under the symbol “BOCL” and has not received any notice of delinquency, delisting or other issues. All of the issued and outstanding shares of those persons or entities owning a controlling interest in the Parent, together with the Series A and Series B Preferred Stock of the Parent are owned of record and beneficially by the parties and in the amounts set forth on Exhibit “A”. The Parent has no other capital stock authorized for issuance and has no treasury shares, except as specified in the January 9, 2012 filing with the Secretary of State of Nevada and the filings related to Series A and Series B as referenced therein, a true and correct copy of which Corporate documents are attached and incorporated herein by reference as Item 2.02 of Parent’s Schedules.
Clause type: capitalization
 InvestCo has a total of 101,625,000 issued and outstanding shares of common stock, each of which is legally issued, fully paid, and non-assessable. All such shares of InvestCo Stock are held of record by the InvestCo shareholders. InvestCo has no other capital stock, warrants, options, or other securities convertible into shares of InvestCo capital stock, outstanding other than the InvestCo Stock.
Clause type: ownership_of_shares
 Michael Steiner and Robert Steiner have good and valid title to the MS Shares and the RS Shares, respectively, in each case free and clear of all liens, claims, charges, encumbrances, pledges, options or other rights to acquire, rights of first refusal, mortgages or other security interests thereon, proxies, voting trusts or other similar agreement, adverse claims or other restrictions of any kind, including, without limitation, any restriction on use, voting, transfer, receipt or exercise of any other attribute of ownership (collectively, “Liens”) other than restrictions imposed generally by applicable securities Laws and those under the Steiner Stockholders Agreement (as defined in Article IV), which is to be terminated at or prior to the Closing. Subject to termination of the Steiner Stockholders Agreement, Michael Steiner and Robert Steiner have the absolute and unrestricted right, power, authority and capacity to sell, assign and transfer the MS Purchased Shares and the RS Purchased Shares, respectively, to the Purchaser in accordance with the terms hereof, and upon consummation of the transactions contemplated hereby, (a) the Purchaser will acquire the Purchased Shares from the Sellers free and clear of all Liens other than restrictions imposed generally by applicable securities Laws and those under the Purchaser-Sellers Stockholders Agreement and (b) Michael Steiner and Robert Steiner will own the balance of the MS Shares not sold to the Purchaser hereunder and the balance of the RS Shares not sold to the Purchaser hereunder, respectively, in each case free and clear of all Liens other than restrictions imposed generally by applicable securities Laws and those under the Purchaser-Sellers Stockholders Agreement.
Clause type: investments
 ( ) Participants ( ) shall; ( ) shall not be permitted to direct the investment of their Accounts in the investment options selected by the Employer or the Committee.
Clause type: now
THEREFORE in consideration of the foregoing and other good and valuable consideration, the parties hereto agree as follows:
Clause type: taxes
 (a) All payments by the Borrower hereunder and under the other Loan Documents shall be made in accordance with Section 5.1, free and clear of and without deduction for all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, each Issuing Bank and the Administrative Agent, taxes imposed on its overall net or gross income, receipts, capital, net worth, privilege of transacting business or corporate franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, such Issuing Bank or the Administrative Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on its overall net or gross income, receipts, capital, net worth, privilege of transacting business or corporate franchise taxes imposed on it by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender, any Issuing Bank or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 5.6) such Lender, such Issuing Bank or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.