bhaskrr/legal-clauses huggingface dataset:
Clause type: headings
The paragraph headings are for convenience only and will not be deemed to affect in any way the language of the provisions to which they refer.
Clause type: severability
Any provision hereof which is prohibited or unenforceable shall be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.
Clause type: board
 In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, repeal, alter, amend and rescind the Bylaws of the Corporation.
Clause type: board
 For the period commencing on the Voting Agreement Effective Date (as defined in Section 1.2) and ending on the Expiration Date (as defined in Section 1.2), each Principal Stockholder, for so long as such Principal Stockholder beneficially and continuously owns at least four million (4,000,000) shares of the Company's Class A common stock, $.01 par value per share (the "Class A Common Stock"), subject to adjustment pursuant to Section 5.1, shall take or cause to be taken all such action within their respective power and authority as may be required:
Clause type: entire
Agreement. This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.
Clause type: definitions
Unless otherwise defined herein, the following terms shall have the following meanings:
Clause type: capitalization
 The authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which 24,900,808 shares are outstanding on the date hereof; and (ii) 3,000,000 shares of preferred stock, of which 250,000 shares have been designated “Series A Preferred Stock”, no shares of which are outstanding on the date hereof, and 407,160 shares have been designated “Series B Convertible Preferred Stock” (the “Series B Preferred Stock”), all of which are outstanding on the date hereof. Each share of Series B Preferred Stock is convertible into 100 shares of Common Stock. The outstanding shares of capital stock of the Company have been duly and validly issued and 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 or similar rights to subscribe for or purchase securities. Except for (i) options and restricted stock units for shares of Common Stock or other equity awards issued to directors, employees and consultants of the Company pursuant to the employee benefits plans (the “Benefit Plans”) disclosed in the SEC Documents, of which options to purchase 6,084,600 shares of Common Stock and 7,057,000 restricted stock units are outstanding, and (ii) the Series B Preferred Stock, there are no existing options, warrants, calls, preemptive (or similar) rights, subscriptions or other rights, agreements, arrangements or commitments of any character obligating the Company to issue, transfer or sell, or cause to be issued, transferred or sold, any shares of the capital stock of the Company or other equity interests in the Company or any securities convertible into or exchangeable for such shares of capital stock or other equity interests. Except for the Securities Redemption Agreement (as defined below) proposed to be entered into between the Company and CVC California, LLC, as described in Section 6 below, there are no outstanding or contemplated contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of its capital stock or other equity interests. The issuance of the Shares contemplated hereby, along with all other shares to be issued in the Offering, will not result in an over-issuance of shares of Common Stock under the Certificate of Incorporation, giving effect to the issuance of shares of Common Stock reserved for issuance pursuant to the Benefit Plans.
Clause type: base-salary
 The Employer shall pay the Employee, in accordance with the Employer’s current payroll practices, a base salary (the “Base Salary”). The Base Salary will be paid at an annual rate of $200,000. The Base Salary may be increased from time to time at the discretion of the Board and is in addition to the other benefits set forth herein.
Clause type: grant
 Subject to the terms and conditions of this Agreement, the Company confirms the grant to the Optionee of a Nonqualified Stock Option to purchase from the Company all, or any part, of the aggregate number of 158 shares of Common Stock (hereinafter referred to as the "Optioned Shares," and the option to purchase the Optioned Shares referred to as the "Option").
Clause type: payment
 Payment of the purchase price for, and delivery of certificates, if any, for, the Initial Securities shall be made at the offices of Simpson Thacher & Bartlett LLP, counsel for the Underwriters, at 425 Lexington Avenue, New York, New York 10017, or at such other place as shall be agreed upon by the Representatives and the Fund, at 10:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates, if any, for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Fund, on each Date of Delivery as specified in the notice from the Representatives to the Fund. Payment shall be made to the Fund by wire transfer of immediately available funds to a bank account designated by the Fund, against delivery to the Representatives for the respective accounts of the Underwriters of certificates, if any, for the Initial Securities and the Option Securities, if any, to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Morgan Stanley & Co. Incorporated, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time, or the relevant Date of Delivery as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.
Clause type: compensation
 8.1 The Trust and DSC acknowledge that because DSC has common ownership and close management ties with the Trust's investment adviser and the Trust's distributor and serves the other funds in the Delaware Investments family (DSC having been originally established to provide the services hereunder for the funds in the Delaware Investments family), advantages and benefits to the Trust in the employment of DSC hereunder can be available which may not generally be available to it from others providing similar services.
Clause type: investments
 To invest and reinvest cash and other property; to buy, for cash or on margin, and otherwise acquire and hold, Securities created or issued by any Persons, including Securities maturing after the possible termination of the Trust; to make payment therefor in any lawful manner in exchange for any of the Trust Property; and to hold cash or other property uninvested without in any event being bound or limited by any present or future law or custom in regard to investments by trustees;
Clause type: base-salary
 Executive shall receive an annual base salary of $180,000 (“Base Salary”). Payment of Base Salary shall be subject to standard payroll tax withholdings and deductions. Executive’s Base Salary shall be paid semi-monthly in accordance with the Company’s standard payroll practices. Executive’s Base Salary may be increased or decreased from time to time by the Company’s Chief Executive Officer (“CEO”) and in consultation with the Company’s Board of Directors or the Compensation Committee of such Board of Directors (in either case, the “Board”) in their sole discretion.
Clause type: loans
 (a) Each Lender severally agrees, on and subject to the terms and conditions of this Agreement, to make a loan or loans (its "Loans") to one or both Newark Subsidiaries in Dollars on any one New York Business Day on or before the Commitment Termination Date in an aggregate principal amount up to and including, but not to exceed, the amount of such Lender's Commitment and, as to all Lenders, in an aggregate principal amount up to and including, but not to exceed, $380,000,000. Any amounts not borrowed on the Borrowing Date may not be borrowed thereafter and any available amounts not requested to be borrowed hereunder shall result in the pro rata irrevocable termination of an equivalent amount of Commitments on the day on which the Administrative Agent receives the Notice of Borrowing.
Clause type: capitalization
 The authorized shares of capital stock of each Company are as set forth in Section 3.2 of the Company Disclosure Schedule. The outstanding shares of Company Common Stock and the beneficial and record owners thereof are as set forth in Section 3.2 of the Company Disclosure Schedule. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable, and issued free from preemptive rights and in compliance with all applicable U.S. state and federal securities Laws. Except as set forth in Section 3.2 of the Company Disclosure Schedule, there are no outstanding (a) securities convertible into or exchangeable for capital stock of either Company, (b) options, warrants or other rights to purchase or subscribe for capital stock of either Company, or (c) contracts, commitments, agreements, understandings or arrangements of any kind relating to the issuance of any capital stock of either Company, any such convertible or exchangeable securities or any such options, warrants or rights, pursuant to which, in any of the foregoing cases, either Company is subject or bound. Except as set forth in Section 3.2 of the Company Disclosure Schedule, there are no voting trusts, voting agreements, proxies, shareholders’ agreements or other similar instruments restricting or relating to the rights of any of the holders of shares of Company Common Stock to vote, transfer or receive dividends with respect to any shares of Company Common Stock or with respect to the management or control of either Company.
Clause type: ownership_of_shares
 ASAH is the record and beneficial owner of the Shares, free and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Shares, free and clear of any Lien. All of the capital stock and other voting securities of ASAH are beneficially owned by Delta.
Clause type: confidentiality
Except to the extent set out in this Clause 21 or where disclosure is expressly permitted elsewhere in this Contract, each Party shall: treat the other Party’s Confidential Information as confidential and safeguard it accordingly; and not disclose the other Party’s Confidential Information to any other person without the owner’s prior written consent. Clause 21.1 shall not apply to the extent that: must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the Party making the disclosure; such information was in the possession of the Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; such information was obtained from a third party without obligation of confidentiality, before receiving it from the disclosing Party; such information is or becomes public knowledge (otherwise than by breach of this Clause 21); such information is independently developed without access to the other Party’s Confidential Information; is used for the purpose of obtaining professional advice. The Supplier may only disclose the Customer’s Confidential Information to the Supplier Staff who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier Staff are aware of and shall comply with these obligations as to confidentiality in this Clause 21. The Supplier shall not, and shall procure that the Supplier Staff shall not, use any of the Customer’s Confidential Information received otherwise than for the purposes of this Contract. At the written request of the Customer, the Supplier shall procure that those members of Supplier Staff identified in a Customer’s written request sign a confidentiality undertaking prior to commencing any work in accordance with this Contract. In the event that any default, act or omission of any Supplier Staff causes or contributes (or could cause or contribute) to the Supplier breaching its obligations as to confidentiality under or in connection with this Contract, the Supplier shall take such action as may be appropriate in the circumstances, including the use of disciplinary procedures in serious cases. To the fullest extent permitted by its own obligations of confidentiality to any Supplier Staff, the Supplier shall provide such evidence to the Customer as the Customer may reasonably require (though not so as to risk compromising or prejudicing any disciplinary or other proceedings) to de...
Clause type: whereas
the Trust wishes to retain the Manager to provide investment advisory, management, and administrative services to the Trust with respect to the series of the Trust designated in Schedule A annexed hereto (the “Fund”); and
Clause type: taxes
 (a) Except as otherwise provided in this SECTION 2.16, any and all payments made by the Borrower to or for the account of the Administrative Agent, the Issuing Banks or any Lender under this Agreement, the Notes or the other Loan Documents shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, and all liabilities with respect thereto, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender or Issuing Bank by a jurisdiction under the Laws of which such Lender or its applicable lending office or Issuing Bank, or the Administrative Agent, as the case may be, is organized or maintained (any taxes, levies, imposts, duties, charges, fees, deductions, withholdings or liabilities other than such excluded net income taxes and franchise taxes imposed in lieu of income taxes are referred to herein as "NON-EXCLUDED TAXES"). If Non-Excluded Taxes are required to be deducted or withheld from or in respect of any amounts payable to the Administrative Agent or any Lender or Issuing Bank hereunder or under the Notes, (i) the amounts so payable to the Administrative Agent or such Lender or Issuing Bank shall be increased to the extent necessary, so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this SECTION 2.16), the Administrative Agent or such Lender or Issuing Bank receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrower shall make such deductions or withholdings, and (iii) the Borrower shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law; PROVIDED that the Borrower shall not be required to increase any such amounts payable to any Lender or Issuing Bank if such Lender or Issuing Bank fails to comply with the applicable requirements of paragraph (b) of this Section, unless such failure is the result of an event (including, without limitation, any change in treaty, law, or regulation) (a "CHANGE IN TAX LAW") occurring subsequent to the date that such person became a Lender or Issuing Bank and prior to the date on which ...
Clause type: now
THEREFORE in consideration of the foregoing, and of the mutual covenants set forth herein and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
Clause type: termination
(a) The respective obligations of the Seller, the Servicer, NMAC (so long as NMAC has rights or obligations hereunder), the Owner Trustee, and the Indenture Trustee, as the case may be, pursuant to this Agreement shall terminate upon the earliest of (i) the maturity or other liquidation of the last Receivable and the final disposition of all amounts received upon liquidation of any remaining Receivables, or (ii) the election by the Servicer to purchase the Owner Trust Estate as described in Section 9.01 and the payment or distribution to Securityholders of all amounts required to be paid to them under the Indenture or the Trust Agreement, as the case may be.
Clause type: governing
Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York.
Clause type: confidentiality
The Agent and each Lender (each, a "Lending Party") agrees to keep confidential any information furnished or made available to it by UniCapital or any Affiliate of UniCapital pursuant to or in connection with this Agreement or the other Loan Documents which is clearly labeled as "confidential material"; provided that nothing herein shall prevent any Lending Party from disclosing such information (a) to any other Lending Party or any affiliate of any Lending Party, or any officer, director, employee, agent, or advisor of any Lending Party or affiliate or any Lending Party, (b) to any other Person if reasonably incidental to the administration of the credit facility provided herein, (c) as required by any law, rule, or regulation, (d) upon the order of any court or administrative agency, (e) upon the request or demand of any regulatory agency or authority, (f) that is or becomes available to the public or that is or becomes available to any Lending Party other than as a result of a disclosure by any Lending Party prohibited by this Agreement, (g) in connection with any litigation to which such Lending Party or any of its affiliates may be a party, (h) to the extent necessary in connection with the exercise of any remedy under this Agreement or any other Loan Document, and (i) subject to provisions substantially similar to those contained in this Section, to any actual or proposed participant or assignee.
Clause type: dividends
 Borrower will not, nor will it permit any Subsidiary to, declare or pay any dividends or make any distributions on its capital stock (other than dividends payable in its own capital stock) or redeem, repurchase or otherwise acquire or retire any of its capital stock at any time outstanding; except that any Subsidiary may declare and pay dividends or make distributions to Borrower or to a Wholly-Owned Subsidiary of Borrower.
Clause type: esop
 Seller and the Stockholder shall cause all ---- accounts of all Hired Employees in the Nu Horizons Electronics Corporation's Employee Stock Ownership Plan (the "ESOP") to become fully vested as of the Closing Date and shall distribute such account balances to the Hired Employees. Stockholder shall amend the ESOP, as necessary, to permit such distributions. Buyer shall accept cash rollovers (direct or otherwise) of Hired Employees liquidated account balances in the ESOP to the Buyer's Plan. Buyer shall not be required to accept the Stockholder's stock or Company stock in a rollover from the ESOP.
Clause type: indemnification
Borrower shall defend, indemnify and hold harmless Bank and its officers, employees, and agents against: (a) all obligations, demands, claims, and liabilities claimed or asserted by any other party in connection with the transactions contemplated by this Agreement; and (b) all losses or Bank Expenses in any way suffered, incurred, or paid by Bank, its officers, employees and agents as a result of or in any way arising out of, following, or consequential to transactions between Bank and Borrower whether under this Agreement, or otherwise (including without limitation reasonable attorneys fees and expenses), except for losses caused by Bank’s gross negligence or willful misconduct.
Clause type: miscellaneous
Except as otherwise provided in Sections 5, 8 and 9 hereof, notice given pursuant to any provision of this Agreement shall be in writing and shall be delivered (i) if to Nelnet Funding, at 121 South 13th Street, Suite 130, Lincoln, Nebraska 88508, Attention: Terry J. Heimes, and (ii) if to the Underwriters, to the address of the respective Underwriter set forth above with a copy to Richard L. Fried, Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038. This Agreement has been and is made solely for the benefit of the Underwriters, Nelnet Funding, the Company, their respective directors, officers, managers, trustees and controlling persons referred to in Section 5 hereof and their respective successors and assigns, to the extent provided herein, and no other person shall acquire or have any right under or by virtue of this Agreement. Neither the term "successor" nor the term "successors and assigns" as used in this Agreement shall include a purchaser from an Underwriter of any of the Notes in his status as such purchaser.
Clause type: compensation
 For the services provided, the Adviser will pay the Portfolio Manager a fee accrued and computed daily and payable monthly, based on the average daily net assets of each Fund as set forth on the Schedule A attached hereto.
Clause type: interest
 TOKHEIM CORPORATION, an Indiana corporation (the -------- "Company"), promises to pay interest on the principal amount of this Note at the ------- rate per annum shown above. Interest on the Notes will accrue from the most recent date on which interest has been paid or, if no interest has been paid, from January 29, 1999. The Company will pay interest semi-annually in arrears on each Interest Payment Date, commencing August 1, 1999. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and on overdue installments of interest (without regard to any applicable grace periods) to the extent lawful from time to time on demand at the rate borne by the Notes plus 2% per annum. The Notes are not entitled to the benefit of any mandatory sinking fund.
Clause type: confidentiality
The provisions of this Agreement will be held in strictest confidence by you and the Company and will not be publicized or disclosed in any manner whatsoever; provided, however, that: (a) you may disclose this Agreement to your immediate family; (b) the parties may disclose this Agreement in confidence to their respective attorneys, accountants, auditors, tax preparers, and financial advisors; (c) the Company may disclose this Agreement as necessary to fulfill standard or legally required corporate reporting or disclosure requirements; and (d) the parties may disclose this Agreement insofar as such disclosure may be necessary to enforce its terms or as otherwise required by law. In particular, and without limitation, you agree not to disclose the terms of this Agreement to any current or former Company employee.