bhaskrr/legal-clauses huggingface dataset:
Clause type: loans
 Subject to the due and faithful performance of the terms and conditions of this Agreement and in any instrument or agreement executed contemporaneous herewith or as a consequence hereof and in accordance with the terms and conditions of this Agreement, Bank agrees to make Advances to Borrower from time to time during the Line of Credit Period in an aggregate outstanding principal amount not to exceed the sum of Twenty-Five Million and No/100 ($25,000,000.00) Dollars (the "Available Commitment"); provided however any Advance shall be in increments of $100,000.00 or greater and any Advance shall accrue interest of the same Type and Interest Period. The obligation of the Borrower to repay the loans shall be evidenced by a promissory note made payable to the order of Bank in the principal sum of $25,000,000.00, a copy of which is attached hereto as Exhibit A. The outstanding principal balance of the Loans shall accrue interest in accordance with Section 2.03 from date of each Advance until paid. Notwithstanding any provisions of this Agreement, all Loans hereunder shall mature and become due and payable at the end of the Line of Credit Period. The Line of Credit Period shall be extended through March 19, 1999 at the written request of Borrower if, before December 31, 1998, Borrower provides to Bank with the request a copy of an order of the Federal Energy Regulatory Commission which is in full force and effect and is not the subject of any pending or threatened appeal and which will allow Borrower to perform under this Agreement through March 19, 1999.
Clause type: whereas
the parties have reached certain understandings which they desire to confirm in this Agreement. In consideration of the following mutual covenants, it is hereby agreed as follows:
Clause type: taxes
 The Company, the Operating Partnership and the Subsidiaries have filed in a timely manner all foreign, federal, state and local tax returns that are required to be filed through the date hereof or have properly requested and been granted extensions thereof, except where the failure so to file would not, individually or in the aggregate, have a Material Adverse Effect, and have paid all taxes required to be paid by them and any other assessment, fine or penalty levied against any of them, to the extent that any of the foregoing is due and payable, except for any such tax, assessment, fine or penalty that is currently being contested in good faith and by appropriate actions and except for such taxes, assessments, fines or penalties the nonpayment of which would not, individually or in the aggregate, have a Material Adverse Effect; and, except as disclosed in the Registration Statement and the Prospectus, there is no tax deficiency that, to the Company’s knowledge, has been, or would reasonably be expected to be, asserted against the Company, the Operating Partnership or any of the Subsidiaries or any of their respective properties or assets, which, if determined adversely to any such entity, would reasonably be expected to have a Material Adverse Effect.
Clause type: indemnification
7.1 The Club will indemnify, defend and hold harmless USA Archery and its members, directors, officers, committee members, employees and agents, and their respective beneficiaries, successors and assigns, from and against any and all liabilities, losses, claims, damages, judgments, fines, penalties, actions or causes of actions, costs and expenses (including court costs and reasonable attorney and other professional fees) sustained or incurred by any of the foregoing indemnified parties in connection with, caused by or arising out of any activity, actions or inactions of the Club or which are made, done, permitted to be done or omitted to be done in connection with the affairs and activities of the Club (except as may specifically be the responsibility of USA Archery) or which result from, are occasioned by or arise out of the performance or breach by the Club of any term or provision of this Agreement, whether resulting in damages or injuries to persons or property, except to the extent arising from the negligent act, omission or intentional misconduct of USA Archery or any other party indemnified under this particular paragraph.
Clause type: taxes
 The Company shall pay all issue taxes and other governmental charges (but not including any income taxes of a Holder) that may be imposed in respect of the issuance or delivery of the Shares or any portion thereof.
Clause type: miscellaneous
This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. This Warrant shall be construed and enforced in accordance with and governed by the laws of New York. Any dispute relating to this Warrant shall be adjudicated in New York County in the State of New York. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
Clause type: compensation
 As compensation for services provided pursuant to this Agreement, Executive shall receive from the Company the compensation and benefits set forth below:
Clause type: investments
 Not, and not permit any Subsidiary to, make or permit to exist any Investment in any other Person, except (without duplication) the following:
Clause type: investments
 On the Closing Date, and thereafter from time to time prior to the Termination Date, on request of the SPV in accordance with Section 2.3, each Managing Agent (on behalf of the applicable Investors as determined pursuant to Section 2.3) shall pay to the SPV the applicable Investor Group Percentage of an amount equal in each instance to the lesser of (i) the amount requested by the SPV under Section 2.3(a), and (ii) the largest amount that will not cause (A) the Net Investment to exceed the Maximum Net Investment and (B) the sum of the Net Investment and Required Reserves to exceed the Net Pool Balance. Each such payment is herein called an “Investment”.
Clause type: definitions
Except as otherwise herein expressly provided, the following terms and phrases shall have the meanings set forth below:
Clause type: indemnification
(a) The Company agrees to indemnify, to the extent permitted by law, each holder of Registrable Securities, its officers and directors and each Person who controls such holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such holder expressly for use therein or by such holder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such holder with a sufficient number of copies of the same. In connection with an underwritten offering, the Company shall indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities.
Clause type: counterparts
This Lease may be executed in counterparts with the same effect as if both parties hereto had executed the same document. Both counterparts shall be construed together and shall constitute a single lease.
Clause type: representations
and Warranties. The Borrower hereby represents and warrants as follows:
Clause type: now
THEREFORE in consideration of the premises and the mutual covenants and agreements herein contained the Company and the Consultant hereby agree as follows:
Clause type: capitalization
 (a) The authorized capital stock of BancorpSouth consists of 500,000,000 shares of BancorpSouth Common Stock. As of December 31, 2004, 78,256,181 shares of BancorpSouth Common Stock were issued and outstanding. As of the date of this Agreement, no shares of BancorpSouth Common Stock were reserved for issuance, except shares reserved for issuance pursuant to employee benefit plans, stock option plans and BancorpSouth's shareholder rights plan pursuant to which holders of BancorpSouth Common Stock are granted certain attached rights that are exercisable under certain circumstances (the "BancorpSouth Rights"). All of the issued and outstanding shares of BancorpSouth Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except for the plans and arrangements referred to above with respect to reserved shares and BancorpSouth's dividend reinvestment plan, BancorpSouth does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of BancorpSouth Common Stock or any other equity securities of BancorpSouth or any securities representing the right to purchase or otherwise receive any shares of BancorpSouth Common Stock. The shares of BancorpSouth Common Stock to be issued pursuant to the Merger will be duly authorized and validly issued and, at the Effective Time, all such shares will be fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.
Clause type: investments
 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; or maintain or invest any of its property with a Person other than Bank or permit any of its Subsidiaries to do so unless such Person has entered into an account control agreement with Bank in form and substance satisfactory to Bank; or suffer or permit any Subsidiary to be a party to, or be bound by, an agreement that restricts such Subsidiary from paying dividends or otherwise distributing property to Borrower.
Clause type: assignment
This contract shall be binding upon and inure to the benefit of the heirs and representatives of Executive and the assigns and successors of the Company, but neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise subject to hypothecation by Executive (except by will or by operation of the laws of intestate succession) or by the Company, except that the Company may assign this Agreement to any successor (whether by merger, purchase or otherwise) to all or substantially all of the stock, assets or businesses of the Company, if such successor expressly agrees to assume the obligations of the Company hereunder.
Clause type: interest
 (a) The Notes shall bear interest on the unpaid principal amount thereof from the date thereof until paid as set forth in this Section 2.3.
Clause type: termination
This Agreement may be terminated by either party upon giving 90 days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. In addition, the Trust may, at any time, immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by regulatory authorities or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction.
Clause type: ownership_of_shares
 .6 Section 3. INVESTMENTS IN THE TRUST. . . . . . . . . . . . . . . . . . .6 Section 4. STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY . . . .6 Section 5. POWER OF BOARD OF TRUSTEES TO CHANGE PROVISIONS RELATING TO SHARES . . . . . . . . . . . . . . . . . . . .7 Section 6. ESTABLISHMENT AND DESIGNATION OF SERIES OR CLASSES. . . . . .8 Section 7.
Clause type: entire
Agreement. This Agreement, which includes the Exhibits and Disclosure Schedules hereto constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties, with respect to the subject matter of this Agreement.
Clause type: counterparts
This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment by telefacsimile or other electronic method of transmission shall have the same force and effect as the delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by telefacsimile or other electronic method of transmission shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of this Amendment.
Clause type: compensation
 The Employer shall pay the Executive the following during the Term, except as otherwise provided below:
Clause type: loans
 Any Loan in the currency of a state that becomes a Participating Member State after the date hereof shall be made in the Euro Unit after the date on which such state becomes a Participating Member State.
Clause type: payment
 Subject to clause 8.5: a the Use Charge is payable within 10 Working Days of the Management Charge becoming payable by BoatCo; and b any Additional Use Charge is payable within 10 Working Days of a written request from BoatCo.
Clause type: base-salary
 In consideration for the services to be performed hereunder, Employee shall receive a salary at the rate of One Hundred Seventy-Five Thousand Dollars ($175,000) per annum, payable in installments during the term of this Agreement of approximately Seven Thousand Two Hundred Ninety-One Dollars and Sixty Seven Cents ($7,291.67) on the first and fifteenth days of each month, subject to applicable adjustments for withholding taxes and prorations for any partial employment period. Employee shall receive such annual adjustments in salary, if any, as may be determined by Employer's Board of Directors, in its sole discretion, resulting from the Board of Directors annual review of Employee's compensation on or about January 1 of each year during the term of this Agreement.
Clause type: confidentiality
Each Party (referred to as the "Receiving Party" in this Article VII) acknowledges and agrees that the information which it receives from any of the other Parties (referred to as the "Disclosing Party" in this Article VII), is and shall be confidential and proprietary to the Disclosing Party (the "Confidential Information"). The Receiving Party agrees not to disclose the Confidential Information to any third party, nor to use the Confidential Information for any purpose other than the performance of its obligations under this Agreement and any other agreement with the Disclosing Party, without the prior written consent of the Disclosing Party. The Receiving Party agrees to restrict dissemination of particular Confidential Information to only those persons in its organization, or to its legal counsel, who must have access to such Confidential Information in order for the Receiving Party to perform its obligations under this Agreement and any other agreement with the Disclosing Party. The Receiving Party shall cause every employee or third party to whom it discloses Confidential Information as permitted hereunder to abide by the foregoing confidentiality provisions. Upon the termination of this Agreement, the Receiving Party shall promptly return such confidential information (and any copies, extracts and summaries thereof) to the Disclosing Party or, with the Disclosing Party's written consent, shall promptly destroy such confidential information (and any copies, extracts and summaries thereof) and, with respect to electronically stored copies, delete such records from any storage unit. The Receiving Party's obligations under this Article VII shall come into effect on the date hereof and shall continue indefinitely.
Clause type: dividends
 The Company shall not make any dividend or distribution to its shareholders prior to the Initial Exercise Date. After the Initial Exercise Date, in the event that the Company shall fix a record date for the making of any dividend or distribution to holders of shares of Common Stock, the Company shall notify the holder of the Warrants, in writing, at least 30 days in advance of the record date for the proposed dividend or distribution.
Clause type: compensation
 In consideration of the services rendered by the Executive, the Company agrees to compensate the Executive as follows:
Clause type: esop
 The Company is delivering to Metals copies of the ESOP Appraisal and ESOP Fairness Opinion contemplated by Section 3.27.
Clause type: severability
If any provision of any of the Credit Documents is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.
Clause type: stock_option
 Except as described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company any shares of the capital stock of the Company or any subsidiary of the Company. The description of the Company’s stock option, stock bonus and other stock plans or arrangements (the “Company Stock Plans”), and the options (the “Options”) or other rights granted thereunder, set forth in the Time of Sale Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. Each grant of an Option (A) was duly authorized no later than the date on which the grant of such Option was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto and (B) was made in accordance with the terms of the applicable Company Stock Plan, and all applicable laws and regulatory rules or requirements, including all applicable federal securities laws.
Clause type: compensation
 The Company shall not be responsible for the payment of any fees to the Placement Agents hereunder for the services to be provided by the Placement Agents in connection with the Auction.
Clause type: payment
 All Earned Royalty shall be payable on the 25th day of each month for all coal mined and sold by Armstrong from the Property during the preceding calendar month. No Earned Royalty shall be payable on or with respect to gob, slurry, tailings or other residue resulting from the processing, including washing of Coal for sale from the Property, and Armstrong shall have clear title to all such material from the Property, provided that all such material is removed from the Property prior to the expiration or termination of this Lease.
Clause type: ownership_of_shares
 As of the date hereof, the Shareholder is the beneficial owner (within the meaning provided in Rule 13d-3 promulgated under the United States Securities Exchange Act of 1934, as amended) of the Owned Shares set forth opposite the Shareholder’s name on Schedule A hereto, free and clear of all pledges, liens, proxies, claims, charges, security interests, preemptive rights, voting trusts, voting agreements, options, rights of first offer or refusal and any other encumbrances or arrangements whatsoever with respect to the ownership, transfer or other voting of the Owned Shares, other than as created by this Agreement. Shareholder does not beneficially own or exercise control or direction over, directly or indirectly, any securities of the Company except as set out in Schedule A hereto. Other than as provided in this Agreement, Shareholder is not, and no Subsidiary of the Shareholder that owns any Covered Securities is, currently obligated to grant and none of them has granted or has outstanding, any proxy in respect of any of the Owned Shares and none of them has entered into any voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind as to the Owned Shares. None of the Owned Shares held by the Shareholder or any such Subsidiary is the subject of any commitment, undertaking or agreement, the terms of which would affect in any way the ability of such Shareholder or any such Subsidiary to perform its, his or her obligations as set out in this Agreement or, once acquired by Parent, affect the ability of Parent to vote or otherwise enjoy full rights of ownership thereof. As of the date hereof, no proceedings are pending which, if adversely determined, will have an adverse effect on any ability to vote or dispose of any of the Covered Securities. None of the Shareholder or any Subsidiary of the Shareholder that owns any Owned Securities has appointed or granted any proxy inconsistent with this Agreement with respect to the Covered Securities. All Owned Shares are owned directly by Shareholder, or indirectly through Subsidiaries of Shareholder as set forth on Schedule A hereto.
Clause type: taxes
 All United States federal, state, county, municipality, local or foreign income tax returns and all other material tax returns (including foreign tax returns) which are required to be filed by or on behalf of the Company and each Subsidiary have been filed and all material taxes due pursuant to such returns or pursuant to any assessment received by the Company and each Subsidiary have been paid except those being disputed in good faith and for which adequate reserves have been established. The charges, accruals and reserves on the books of the Company and each Subsidiary in respect of taxes and other governmental charges have been established in accordance with GAAP.
Clause type: loans
 Collectively, the loans made by Lender to Borrower under this Agreement and any other subsequent loan or extension of credit by Lender to the Borrower that is subject to this Agreement.
Clause type: severability
To the extent possible, each provision of this Agreement shall be interpreted in a manner as to be valid, legal and enforceable. Any determination that any provision of this Agreement or any application thereof is invalid, illegal or unenforceable in any respect or in any instance shall be effective only to the extent of such invalidity, illegality or unenforceability and shall not affect the validity, legality or enforceability of any other provision of this Agreement.
Clause type: payment_terms
 Contractor shall submit invoices in accordance with standards set forth in Section 6 of the Agreement, which shall be submitted at intervals and in amounts agreed to in Exhibit 2, the SOW. All invoices shall be submitted to Agency’s contract administrator via [email] [U.S. Mail] at the following address:
Clause type: payment_terms
 The trade show contract must be paid in full before any Exhibitor is permitted to install its display. If full payment is not made by the payment deadline date indicated on the front page hereof, the company will be deemed to have abandoned its exhibit booth space and will forfeit (i.e., lose) any deposit(s).