bhaskrr/legal-clauses huggingface dataset:
Clause type: severability
If a part of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Agreement and will not affect the validity, legality or enforceability of the remaining Agreement.
Clause type: loans
 Make any loans or other advances of money (other than salary) to any other Borrower, or any Affiliate, officers, directors, employees or agents of Affiliates or such Borrower or to any other Person, except for (i) such loans or advances to employees in the ordinary course of business consistent with past practice or (ii) loans or advances to any other Borrower that are subordinated to the Liabilities on terms satisfactory to Agent;
Clause type: confidentiality
Any information or recommendations supplied by either the Advisor or the Sub-Advisor, that are not otherwise in the public domain or previously known to the other party in connection with the performance of its obligations and duties hereunder, including portfolio holdings of the Trust, financial information or other information relating to a party to this Agreement, are to be regarded as confidential (“Confidential Information”) and held in the strictest confidence. Except as may be required by applicable law or rule or as requested by regulatory authorities having jurisdiction over a party to this Agreement, Confidential Information may be used only by the party to which said information has been communicated and such other persons as that party believes are necessary to carry out the purposes of this Agreement, the custodian, and such persons as the Advisor may designate in connection with the Sub-Advisor Assets. Nothing in this Agreement shall be construed to prevent the Sub-Advisor from giving other entities investment advice about, or trading on their behalf, in the securities of a Fund or the Advisor.
Clause type: counterparts
This Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document.
Clause type: investments
 Any moneys held by the Trustee in the funds and accounts established hereunder shall be invested by the Trustee upon the Written Request of the City, filed with the Trustee at least one Business Day in advance of the making of such investment, only in Permitted Investments. In the absence of such direction, moneys shall be invested by the Trustee only in Permitted Investments described in clause B(5) of the definition thereof and the Trustee may act as principal or agent in the acquisition or disposition of any such investment. The Trustee shall not be liable or responsible for any loss suffered in connection with any such investment made by it under the terms of and in accordance with this Section. The Trustee may sell or present for redemption any obligations so purchased whenever it shall be necessary in order to provide moneys to meet any payment of the funds so invested, and the Trustee shall not be liable or responsible for any losses resulting from any such investment sold or presented for redemption. Prior to the Completion Date, any interest or profits on such investments shall be transferred to the Construction Fund. After the Completion Date, any interest or profits on such investments shall be deposited in the Certificate Reserve Fund to the extent that the amount on deposit therein is less than the Certificate Reserve Fund Requirement and any remainder shall be deposited pro rata in the separate accounts within the Base Rental Payment Fund excluding the Prepayment Fund. The Trustee may rely upon any investment direction by the City as a certification to it that such investment constitutes a Permitted Investment. The City acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the City the right to receive brokerage confirmations of security transactions as they occur, the City specifically will not receive such confirmations to the extent permitted by law. The Trustee will furnish the City periodic cash transaction statements which include detail for all investment transactions made by the Trustee hereunder. Notwithstanding the foregoing, interest or profits on any investment of amounts in the Rebate Fund shall be deposited in the fund or account to which such investment relates. The investment of any amounts held in the Capitalized Interest Account shall be subject to the approval of the Certificate Insurer.
Clause type: definitions
Covered employees: Employees of a contractor or subcontractor who have or will have continuing duties related to the service to be performed at the District and have or will have direct contact with students. The District will be the final arbiter of what constitutes direct contact with students. Disqualifying criminal history: Any conviction or other criminal history information designated by the District, or one of the following offenses, if at the time of the offense, the victim was under 18 or enrolled in a public school:
Clause type: representations
and Warranties. In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, each Credit Party which is a party hereto represents and warrants to each Lender that the following statements are true and correct in all material respects:
Clause type: investments
 As of the date hereof, except as set forth on Schedule 3.27 hereto, neither the Company nor any of its Subsidiaries has made an Investment in any Person, other than a Permitted Investment.
Clause type: investment-company-act
 The Company is not and, after giving ---------------------- effect to the offering and sale of the Shares and the application of the proceeds thereof, will not be an "investment company" as such term is defined in the Investment Company Act of 1940, as amended (the "Investment Company Act"). The Company is not directly or indirectly controlled by or acting on behalf of any person which is an "investment company" as such term is defined in the Investment Company Act.
Clause type: entire
Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between SAP and Licensee, and all previous representations, discussions, and writings are merged in, and superseded by this Agreement and the parties disclaim any reliance on any such representations, discussions and writings. This Agreement may be modified only by a writing signed by both parties. This Agreement shall prevail over any additional, conflicting, or inconsistent terms and conditions which may appear on any purchase order or other document furnished by Licensee to SAP. This Agreement shall prevail over any additional, conflicting or inconsistent terms and conditions which may appear in any clickwrap end user agreement included in the Software. Signatures sent by electronic means (facsimile or scanned and sent via e-mail) shall be deemed original signatures. This Agreement does not create any partnership, joint venture or principal-and-agent relationship.
Clause type: investments
 Except to the extent permitted pursuant to paragraph (G) ----------- ------------- below, neither Energizer nor any of its Subsidiaries shall directly or indirectly make or own any Investment except: (i) Investments in cash and Cash Equivalents; (ii) Permitted Existing Investments in an amount not greater than the amount thereof on the Closing Date; (iii) Investments in trade receivables or received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (iv) Investments consisting of deposit accounts maintained by Energizer and its Subsidiaries; (v) Investments consisting of non-cash consideration from a sale, assignment, transfer, lease, conveyance or other disposition of property permitted by Section 7.3(B); --------------- (vi) Investments in any consolidated Subsidiaries (other than joint ventures); (vii) Investments in joint ventures and nonconsolidated Subsidiaries in an aggregate amount not to exceed $50,000,000; (viii) Investments constituting Permitted Acquisitions; (ix) Investments constituting Indebtedness permitted by Section 7.3(A) or -------------- Contingent Obligations permitted by Section 7.3(E); --------------- (x) Investments in the SPVs (a) required in connection with the Receivables Purchase Documents and (b) resulting from the transfers permitted by Section ------- 7.3(B)(iii); and -------- (xi) Investments in addition to those referred to elsewhere in this Section ------- 7.3(D) in an aggregate amount not to exceed $50,000,000. ------ (E)
Clause type: compensation
 7.1 Each Fund will compensate Transfer Agent or cause Transfer Agent to be compensated for the performance of its obligations hereunder (including for providing support services after a Fund’s termination, liquidation, reorganization or merger if requested) in accordance with the fees set forth in a written schedule of fees (the “Fee Agreement”) except as addressed elsewhere in this Agreement. Transfer Agent will transmit an invoice to a Fund as soon as practicable after the end of each calendar month which will be detailed in accordance with the Fee Agreement, and the Fund will pay to Transfer Agent the amount of such invoice within thirty (30) days after the Fund’s receipt of the invoice, except for any fees or expenses that are subject to a good faith dispute. In the event of such a dispute, the Fund may only withhold that portion of the fee or expense subject to the good faith dispute. The Fund shall notify Transfer Agent in writing within thirty (30) days following the receipt of each invoice if the Fund is disputing any amounts in good faith.
Clause type: investment_company
 Neither any Credit Party nor any of their Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940, as amended.
Clause type: capitalization
 Schedule 4.27 sets forth the beneficial owners of all Capital Stock of Holdings and its consolidated Subsidiaries, and the amount of Capital Stock held by each such owner, as of the Closing Date.
Clause type: employee_benefits
 The Company shall provide Executive during the term of his employment hereunder with coverage under all employee pension and welfare benefit programs, plans and practices in accordance with the terms thereof, which the Company generally makes available to its senior executives. Executive shall be entitled to such number of days of paid vacation and sick leave as established under the Company's policies as in effect from time to time, which shall be taken at such times as are consistent with Executive's responsibilities hereunder. In addition, Executive shall be entitled to the perquisites and other fringe benefits currently made available to senior executives of the Company, commensurate with Executive's position with the Company.
Clause type: investment-company-act
 Neither the Company nor any of its ---------------------- Subsidiaries is an "investment company" within the meaning of the Investment Company Act of 1940, as amended.
Clause type: payment
 You may be charged for services hereunder as set forth in a fee schedule from time to time agreed by us.
Clause type: miscellaneous
In the event the General Partner redeems any REIT Shares (other than REIT Shares redeemed in accordance with the share redemption program of the General Partner through proceeds received from the General Partner’s dividend reinvestment plan), then the General Partner shall cause the Partnership to purchase from the General Partner a number of Partnership Units as determined based on the application of the Conversion Factor on the same terms that the General Partner redeemed such REIT Shares. Moreover, if the General Partner makes a cash tender offer or other offer to acquire REIT Shares, then the General Partner shall cause the Partnership to make a corresponding offer to the General Partner to acquire an equal number of Partnership Units held by the General Partner. In the event any REIT Shares are redeemed by the General Partner pursuant to such offer, the Partnership shall redeem an equivalent number of the General Partner’s Partnership Units for an equivalent purchase price based on the application of the Conversion Factor.
Clause type: interest
 No interest is paid by AFEX on any funds held on behalf of Client, except as may be agreed and separately documented.
Clause type: headings
The headings used in this Investment Agreement (e.g., the word “Headings” in this paragraph), are used only for convenience and have no legal significance.
Clause type: definitions
As used herein, the following terms have the meanings set forth below: Account: as defined in the UCC, including all rights to payment for goods sold or leased, or for services rendered.
Clause type: ownership_of_shares
 Shareholder owns, or as of the Closing Date will own, of record and beneficially the Shares, and has, and at all times prior to and as of the Closing Shareholder will have, good and marketable title to such Shares free and clear of all liens.
Clause type: definitions
All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.
Clause type: grant_of_option
 The Company hereby grants to the Optionee the right and option (the “Option”) to purchase all or any part of an aggregate of ___________________ (______)
Clause type: investment-company-act
 None of the Parent or any Restricted Subsidiary is an “investment company” or a company “controlled” by an “investment company,” within the meaning of, or subject to regulation under, the Investment Company Act of 1940, as amended.
Clause type: miscellaneous
(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Connecticut, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified except by a written agreement executed by the parties hereto or their respective successors and legal representatives. Subject to the provisions of Section 10 of this Agreement, the courts of record of the State of Connecticut or the Courts of the United States located in the State of Connecticut shall have exclusive jurisdiction over any suit, action or other proceeding arising out of this Agreement and, in the event that it is brought, any such suit, action or other proceeding arising out of this Agreement shall be filed in the Hartford Superior Court of the State of Connecticut or the United States District Court in Hartford, Connecticut. The parties hereto hereby irrevocably consent to the jurisdiction of each such court in any such suit, action or proceeding.
Clause type: compensation
 (a) As compensation for its performance of its obligations as Collateral Manager under this Agreement and the Indenture, the Collateral Manager will be entitled to receive on each Payment Date (in accordance with the Priority of Payments) (i) a fee, which will accrue quarterly in arrears on each Payment Date (prorated for the related Interest Accrual Period), in an amount equal to 0.25% per annum (calculated on the basis of the actual number of days in the applicable Collection Period divided by 360) of the Fee Basis Amount at the beginning of the Collection Period relating to such Payment Date (the “Senior Collateral Management Fee”), and (ii) a fee, which will accrue quarterly in arrears on each Payment Date (prorated for the related Interest Accrual Period), in an amount equal to 0.375% per annum (calculated on the basis of the actual number of days in the applicable Collection Period divided by 360) of the Fee Basis Amount at the beginning of the Collection Period relating to such Payment Date (the “Subordinate Collateral Management Fee” and, together with the Senior Collateral Management Fee, the “Collateral Management Fees”); provided that the Collateral Management Fees due on any Payment Date shall not include any such fees (or any portion thereof) that have been waived or deferred by the Collateral Manager pursuant to this Section 8(a) or Section 8(b) of this Agreement no later than the Determination Date immediately prior to such Payment Date. The Collateral Management Fee will be payable on each Payment Date to the extent of the funds available for such purpose in accordance with the Priority of Payments. The Senior Collateral Management Fee is payable on each Payment Date only to the extent that sufficient Interest Proceeds or Principal Proceeds are available in accordance with the Priority of Payments. To the extent the Senior Collateral Management Fee is not paid on a Payment Date due to insufficient Interest Proceeds or Principal Proceeds (and such fee was not voluntarily deferred or waived by the Collateral Manager), the Senior Collateral Management Fee due on such Payment Date (or the unpaid portion thereof, as applicable, the “Senior Collateral Management Fee Shortfall Amount”) will be automatically deferred for payment on the succeeding Payment Date, with interest, in accordance with the Priority of Payments. Interest on Senior Collateral Management Fee Shortfall Amounts shall accrue at LIBOR + 0.25% for the period beginning on the first ...
Clause type: esop
 Promptly file, or cause the Guarantor to file, with the appropriate District Director or other official of the Internal Revenue Service for a determination letter that the ESOP is a qualified plan under Internal Revenue Code Section 401(a) and take all necessary and appropriate action to maintain the ESOP in full force and effect and to keep it fully qualified under the Internal Revenue Code and regulations thereunder, from time to time in effect.
Clause type: confidentiality
10.1 As used in this Section 10, “
Clause type: indemnification
4.1.1 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 (including attorneys’ fees) 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. The Company shall indemnify the 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 in the foregoing with respect to the indemnification of the Holder.
Clause type: now
THEREFORE in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto agree as follows:
Clause type: loans
 Subject to the provisions of Sections 4.4 and 7.3.E(3) hereof, the Company may incur or assume Debt, enter into other similar credit, guarantee, financing or refinancing arrangements, repay or prepay Debt, for any purpose (including, without limitation, in connection with any further acquisition of Properties from any Person), upon such terms as the Managing Member determines appropriate.
Clause type: payment
 Payment terms shall be as agreed to by the Company and the Seller and set forth in the Order. The Seller will separately invoice the Company for and in respect of each purchase and consignment of the Products delivered under each Order. Unless otherwise stated in the Order, or the purchase agreement the Seller shall invoice the Company for each Product on or after delivery of such Product to the Company, and the Company shall pay such invoice net 45 days from the invoice date. Without prejudice to any other right or remedy, the Company reserves the right to set off any amount owing at any time from the Seller or associated company of the Seller to the Company against any sums payable by the Company to the Seller or associated company of the Seller under the Contract.
Clause type: assignment
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party without the prior written consent of the other parties, except that any entity into which a party hereto may be merged or converted or with which it may be consolidated or any entity resulting from any merger, conversion, or consolidation to which such party hereunder shall be a party, or any entity succeeding to all or substantially all of the business of the party, shall be the successor of the party under this Agreement. The party resulting from any such merger, conversion, consolidation or succession shall notify the other parties hereto of the change. Any purported assignment in violation of the provisions hereof shall be null and void. Notwithstanding the foregoing, this Agreement shall be automatically assigned to any successor Trustee or Sponsor at such time such successor qualifies as a successor Trustee or Sponsor under the terms of the Trust Agreement.
Clause type: capitalization
 As of the date hereof, the authorized capital stock of the Company consists of (i) 1,500,000,000 shares of Common Stock, of which 1,500,000,000 shares are issued and outstanding, no shares are reserved for issuance pursuant to the Company's stock option plans, no shares are reserved for issuance pursuant to securities (other than the Debentures and the Warrants) exercisable for, or convertible into or exchangeable for shares of Common Stock and, upon the increase in the number of authorized shares of the Company's Common Stock to 10,000,000,000 shares within thirty (30) days from the date hereof, 800,000,000 shares are reserved for issuance upon conversion of the Debentures and the Additional Debentures (as defined in Section 4(l)) and exercise of the Warrants; and (ii) no shares of preferred stock. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and nonassessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in Schedule 3(c), as of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act (except the Registration Rights Agreement) and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Debentures, the Warrants, the Conversion Shares or Warrant Shares. The Company has furnished to the Buyer true and correct copies of the Company's Articles of Incorporation as in effect on the date hereof ("Articles of Incorporation"), the Company's By-laws,...
Clause type: now
THEREFORE in consideration of the mutual covenants and agreements of the Parties contained herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows: