bhaskrr/legal-clauses huggingface dataset:
Clause type: ownership_of_shares
 The GREG Stockholders are the owners, beneficially and of record, of the GREG Shares, which constitute one hundred percent (100%) of the issued and outstanding shares of capital stock of GREG. The GREG Shares are the sole voting stock of GREG and are duly authorized, validly issued, fully paid and non-assessable. The GREG Shares have not been pledged, mortgaged or otherwise encumbered in any way and there is no lien, mortgage, charge, claim, liability, security interest or Encumbrance of any nature against the GREG Shares. There are no options, warrants, rights of subscription or conversion. calls, commitments, agreements, arrangements, understandings, plans, Contracts, proxies, voting trusts, voting agreements or instruments of any kind or character, oral or written, to which the GREG Stockholders or GREG is a party, or by which the GREG Stockholders or GREG is bound, relating to the issuance, voting or sale of the GREG Shares or any authorized but unissued shares of capital stock of GREG or of any securities representing the right to purchase or otherwise receive any such shares of capital stock. There are no stockholders agreements, preemptive rights or other agreements, arrangements, groups, commitments or understandings, oral or written, that have not been disclosed to the Buyer and BBLU, relating to the voting, issuance, merger or disposition of shares of GREG or the conduct or management of GREG by its Board of Directors.
Clause type: interest
 The Company promises to pay interest on the principal amount of this Note at 4.350% per annum from and including January 17, 2017 until maturity. The Company will pay interest semi-annually on January 17 and July 17 of each year, 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 will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from January 17, 2017; provided that if there is no existing 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; provided, further, that the first Interest Payment Date shall be July 17, 2017. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
Clause type: headings
The headings used in this Supplemental Indenture are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Supplemental Indenture.
Clause type: shares
 Borrower recognizes that Bank may be unable to effect a public sale of any or all the Shares, by reason of certain prohibitions contained in federal securities laws and applicable state and provincial securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Borrower acknowledges and agree that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. Bank shall be under no obligation to delay a sale of any of the Shares for the period of time necessary to permit the issuer thereof to register such securities for public sale under federal securities laws or under applicable state and provincial securities laws, even if such issuer would agree to do so. Upon the occurrence of an Event of Default which continues, Bank shall have the right to exercise all such rights as a secured party under the Code as it, in its sole judgment, shall deem necessary or appropriate, including without limitation the right to liquidate the Shares and apply the proceeds thereof to reduce the Obligations. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as such Borrower’s true and lawful attorney to enforce such Borrower’s rights against any Subsidiary, including the right to compel any Subsidiary to make payments or distributions owing to such Borrower.
Clause type: capitalization
 (a) As of the date hereof, the Company is currently authorized to issue up to (i) 1,480 million shares of Common Stock, par value $.001 per share, of which 140,315,559 shares are currently outstanding and 850,339,850 shares have been reserved for issuance upon the exercise of all of the outstanding options, warrants and other securities issued by the Company that are convertible into Common Stock. All of such outstanding shares have been, or upon issuance will be, validly issued, are fully paid and nonassessable; and (ii) 20 million shares of Preferred Stock, par value $.001 per share, of which 2,188.6 shares are currently outstanding.
Clause type: assignment
(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Borrower Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower Party without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Affiliates of the Administrative Agent) any legal or equitable right, remedy or claim under or by reason of this Agreement.
Clause type: interest
 (a) The Borrower must pay interest on the principal amount of each Funding Portion for each Interest Period at the Funding Rate for the Interest Period.
Clause type: loans
 All loans made by HNBP have been made in good faith and for good and valuable consideration in the usual and ordinary course of HNBP's business, and all notes, mortgages, deeds of trust, security agreements and other evidences of such loans or the security therefor are true and genuine and are what they purport to be. All loans reflected as assets in HNBP's consolidated statement of financial condition dated December 31, 1994 or made or acquired by HNBP since December 31, 1994, through the date hereof, are, in all respects, to the best of HNBP's or Huntington's knowledge, binding obligations of the respective obligor named therein, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors' rights and to general equity principles, and no amount thereof is subject to any defenses that have been asserted against HNBP. All loans sold by HNBP, including whole loans and participations, were sold without recourse except as set forth in Schedule 3.23 to the Disclosure Memorandum. As of December 31, 1994, except as set forth in Schedule 3.23 to the Disclosure Memorandum, HNBP: (i) had no loans, of any type or character, in its portfolio (A) exceeding its lending limits under applicable provisions of Pennsylvania and federal law, or (B) in violation of Regulation 0, 12 C.F.R. Part 215 or 12 C.F.R. 563.43, or similar provisions under Pennsylvania law; (ii) had no loan in its portfolio in excess of $100,000 which was not secured by a mortgage, note, deed of trust, security agreement or other security, and (iii) had no loans, of any type or character, in its portfolio in excess of $100,000 which were or should have been as of such date (A) considered non-performing or placed on a non-accrual status or (B) classified by HNBP as other loans specially mentioned, substandard, doubtful, or loss loans, except in any case such loans as were listed on HNBP's most recent internal classified asset report, a copy of which has been made available to BT Financial. For purposes of this Agreement, "non-performing" and "non-accrual" shall mean any loan delinquent for 90 days or more as to the payment of interest and/or principal.
Clause type: miscellaneous
The provisions set forth in this Section 9 shall apply to this Agreement, as well as all other Transaction Documents as if these terms were fully set forth therein; provided, however, that in the event there is a conflict between any provision set forth in this Section 9 and any provision in any other Transaction Document, the provision in such other Transaction Document shall govern.
Clause type: taxes
 Unless otherwise provided herein or by law, price quoted does not include California state sales or use tax. Out-of-state Contractors shall indicate California Board of Equalization permit number and sales permit number on invoices, if California sales tax is added and collectable. If no permit numbers are shown, sales tax will be deducted from payment. The Auditor-Controller will then pay use tax directly to the State of California in lieu of payment of sales tax to the Contractor.
Clause type: now
THEREFORE in consideration of the foregoing premises and the mutual covenants and agreements herein contained, the parties, intending to be legally bound, hereby agree as follows:
Clause type: stock_option
 All options to purchase common shares of the Corporation granted to the Executive shall vest and become immediately exercisable upon the occurrence of a Change in Control. In the event that the Executive is entitled to a payment pursuant to section 2.01 or 2.02 hereof, the term during which any option to purchase common shares of the Corporation granted to the Executive by the Corporation or any subsidiary of the Corporation may be exercised shall be extended to the later of the expiry date of the option and 24 months after the date of the giving of notice by the Executive pursuant to section 2.01 hereof or the dismissal from employment with the Corporation of the Executive as referred to in section 2.02 hereof, as the case may be, provided that the maximum term of any such option shall not exceed 10 years from the date of grant of such option. In addition, in such event any provisions of such an option which restricts the number of common shares of the Corporation which may be purchased before a particular date shall be waived. In the event that the price at which common shares of the Corporation may be purchased upon the exercise of any option granted at the same time as the option was granted to the Executive is reduced, the price at which common shares of the Corporation may be purchased by the Executive pursuant to the exercise of the option held by the Executive shall be reduced to the lowest price at which common shares of the Corporation may be purchased pursuant to any such option. The terms of any option agreement evidencing such option shall be deemed to be amended to reflect the provisions of this section 2.04. Nothing in the provisions hereof shall preclude the Executive from participating in any purchase or exchange of options or shares which may occur upon a Change in Control.
Clause type: entire
Agreement. This is the entire agreement among the Parties concerning the subject matter set out in this Agreement and supersedes any and all prior understandings and agreements.
Clause type: investment-company-act
 None of the Partnership Entities or Operating Subsidiaries is now, and after the sale of the Units to be sold by the Partnership hereunder and the application of the net proceeds from such sale as described in the Disclosure Package and the Final Prospectus under the caption “Use of Proceeds,” will be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. In rendering such opinion, such counsel may (A) rely in respect of matters of fact upon (i) written representations of (or made on behalf of) the Partnership Entities and DCP Midstream and the officers and other representatives of the Partnership Entities and DCP Midstream, (ii) representations made by the Partnership Entities in or pursuant to this Agreement, and (iii) information obtained from public officials, (B) assume (i) the genuineness of all signatures on all agreements, instruments and documents reviewed by them, (ii) the legal capacity of all natural persons who executed any agreements, instruments and documents reviewed by them, (iii) the accuracy and completeness of all of the agreements, instruments and documents reviewed by them, (iv) the authenticity of all agreements, instruments and documents submitted to them as originals, and the conformity to authentic original agreements, instruments and documents of all agreements, instruments and documents submitted to them as facsimile, certified, electronic or photostatic copies, (v) the parties to all agreements, instruments and documents reviewed by them, other than the Partnership Entities, had the corporate, limited liability company or other power to enter into and perform all of their respective obligations under such agreements, instruments and documents, (vi) other than with respect to the Partnership Entities, the due authorization by all requisite corporate, limited liability company or other action of, and the due execution and delivery, by or on behalf, of all agreements, instruments and documents reviewed by them, and (vii) the legality, validity and binding effect of each agreement, instrument and document reviewed by them on the parties thereto (other than with respect to the Partnership Entities), (C) state that their opinion is limited to federal laws, the Delaware LP Act, and the Delaware LLC Act, (D) with respect to the opinions expressed in paragraphs 1 and 2 above as to the due qualification or registration as a foreign limited partnership or limited liability company, as the case may b...
Clause type: investment-company-act
 The Company is not, and upon the issuance and delivery of the Offered Securities as contemplated herein, will not be, required to be registered as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended, immediately after the offering of the Offered Securities.
Clause type: dividends
 (a) Except as provided in Sections 6.16(b) (with respect to REIT dividends payable in 2014) through (c) below, from and after the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Section 8.1, neither the Company nor Parent shall make, declare or set aside any dividend or other distribution to its respective stockholders without the prior written consent of the Company (in the case of Parent) or Parent (in the case of the Company); provided, however, that the written consent of the other Party shall not be required (but written notice shall be given) for the authorization and payment of dividends expressly permitted by Section 5.1 or Section 5.2, as applicable, or to enable Parent or the Company, respectively, to maintain its qualification as a REIT and avoid incurring entity level income or excise taxes under the Code or applicable state law, including payment of dividends under Code Sections 858 or 860, as permitted in Article V (any such dividend, a “REIT Dividend”); provided, that the Parties agree to take such actions as are necessary to ensure that if either the holders of Company Common Stock or the holders of Parent Common Stock receive a distribution for a particular quarter prior to the Closing Date, then the holders of Company Common Stock and the holders of Parent Common Stock, as the case may be, shall also receive a distribution for such quarter whether in full or pro-rated for the applicable quarter as necessary to result in the holders of Company Common Stock and the holders of Parent Common Stock receiving dividends covering the same periods prior to the Closing Date. In the case of a REIT Dividend payable by the Company with respect to any taxable year, the amount of such REIT Dividend shall be determined without regard to the Special Dividend and shall not reduce the Merger Consideration.
Clause type: entire
Agreement. This Agreement and the Plan constitute the entire agreement between the parties, and supersedes all prior agreements and understandings, relating to the subject matter of this Agreement.
Clause type: board
 The Memorandum and Articles of Association of the Company as amended and restated from time to time (the “Memorandum and Articles”) shall provide that the Board of the Company shall consist of no more than seven (7) members, which number of members shall not be changed except pursuant to an amendment to the Memorandum and Articles. Effective from November 16, 2015:
Clause type: severability
Except as otherwise provided in the succeeding sentence, every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement. The preceding sentence shall be of no force or effect if the consequence of enforcing the remainder of this Agreement without such illegal or invalid term or provision would be to cause any party to lose the benefit of its economic bargain.
Clause type: now
THEREFORE in consideration of the foregoing and the representations, warranties, covenants and other terms contained in this Agreement, the parties hereto, intending to be legally bound hereby, agree as follows:
Clause type: base-salary
 The Executive will receive an annual base salary [in an agreed amount] which is payable in 12 equal instalments at the end of a calendar month.
Clause type: compensation
 As payment for the services to be rendered by the Employee hereunder during the initial term, the Employee shall be entitled to receive:
Clause type: investment-company-act
 None of any Loan Party, any Person controlling any Loan Party or any Subsidiary of any Loan Party is an “investment company” within the meaning of the Investment Company Act, or otherwise registered or required to be registered under, the Investment Company Act.
Clause type: interest
 (a) The Loans comprising each Borrowing shall bear interest at a rate per annum equal to the Interest Rate on the unpaid principal amount thereof. Interest on any Loan shall accrue from and include the date such Loan is made through and until repayment of the principal amount of such Loan and payment of all interest thereon in full. (b)Accrued (and theretofore unpaid) interest on each Loan shall be payable (x) in arrears on each Interest Payment Date, (y) on the date of any repayment or prepayment (on the principal amount repaid or prepaid), and (z) in arrears on the Maturity Date (whether at stated maturity, by acceleration or otherwise). (c)Notwithstanding the foregoing, (i) if any principal of or interest on any Loan or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise or (ii) any Event of Default exists and is continuing, the Loans shall bear interest, after as well as before judgment, at a rate per annum equal to the Default Rate (“Default Interest”) payable on demand; provided that when any Event of Default ceases to exist and is no longer continuing, such Default Interest shall no longer accrue. (d)The Lender shall be entitled at any time to surrender to the Borrower the Promissory Note in exchange for a new Promissory Note reflecting any increased principal amount, and the Borrower shall prepare, execute and deliver such new Promissory Note to the Lender promptly thereafter. (e)All interest hereunder shall be computed on the basis of a year of 360 days and actual days elapsed. The applicable Interest Rate shall be determined by the Lender, and such determination shall be conclusive and binding absent manifest error. [NEWYORK 2931135_16] (f)All interest hereunder shall be made in Dollars to the Lender’s account as designated by the Lender in writing from time to time to the Borrower.
Clause type: ownership_of_shares
 Seller is the record and beneficial owner of the Shares of Common Stock, of the Company set forth on the signature page hereto and to be transferred to the Buyer pursuant to this Agreement. All of the Shares to be delivered by the Seller are free and clear of all voting trusts, agreements, arrangements, encumbrances, liens, claims and liabilities of every nature, and Seller is conveying clear and unencumbered title thereto to the Shares
Clause type: miscellaneous
This Agreement contains the entire understanding of the parties hereto. Each provision of this Agreement is intended to be severable. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
Clause type: base-salary
 During the Term, Company shall pay to Employee an annualized base salary of not less than $250,000, subject to review from time to time by the Board ("Base Salary"). Base Salary shall be paid in accordance with Company’s usual and customary payroll practices.
Clause type: capitalization
 The authorized capital stock of the Company consists solely of 40,000 shares of Company Common Stock, no par value, of which 10,000 shares are issued and outstanding and owned by Seller. The Company never issued any shares of Company Common Stock or of any other class of capital stock to any Person other than Seller. No shares of Company Common Stock are reserved for issuance upon the exercise of outstanding options, warrants or other rights. The Company has no other equity or voting securities of any class or series authorized, issued, reserved for issuance or outstanding, and has no outstanding securities, bonds, debentures, notes or other rights, instruments or obligations the holders of which have the right to vote with the holders of Company Common Stock or which are convertible into or exchangeable or exercisable for Company Common Stock or any other class or series of capital stock or equity or voting interests in the Company. All of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of any, and are free from any, preemptive rights, have no personal liability attached to the ownership thereof, and were offered, sold and issued in full compliance with all applicable federal and state securities laws. There are no outstanding options, warrants or other rights (contingent or otherwise) to subscribe for or to purchase from the Company, or obligations, agreements, arrangements, understandings or commitments of any nature (contingent or otherwise) by the Company to issue, sell, transfer, repurchase, redeem or retire, any shares of Company Common Stock or any other class or series of capital stock or other equity securities of the Company, or securities which are convertible into or exchangeable or exercisable for Company Common Stock or any other class or series of capital stock or other equity or voting interests in the Company. Neither the Company nor its sole shareholder is a party to any voting trust, voting agreement, proxy or other agreement or arrangement with respect to the voting, transferability, purchase or redemption of any capital stock of the Company. No Person has any preemptive right, right of first refusal, subscription right or similar right with respect to the issuance or sale of any of the Company's capital stock. No Person has any right of rescission or claim for damages under Federal