bhaskrr/legal-clauses huggingface dataset:
Clause type: termination
The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange or the Nasdaq Stock Market LLC shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction; or (iii) if the United States shall have become involved in a new war or an increase in major hostilities; or (iv) if a banking moratorium has been declared by a New York State or federal authority; or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets; or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Firm Shares or Option Shares; or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder; or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Public Securities or to enforce contracts made by the Underwriters for the sale of the Public Securities.
Clause type: loans
 Upon the terms and subject to the conditions of this Agreement, each Lender agrees to make, from time to time, during the period from and including the Closing Date to but excluding the Maturity Date, one or more Loans ("Loans") to the Borrower in an aggregate unpaid principal amount not exceeding at any time such Lender's Commitment at such time; provided, however, that the Borrower shall not request, and the Lenders shall have no obligation to make, any Loans at any time in excess of the Available Commitment. The total amount of the Commitment of all Lenders on the Agreement Date is $150,000,000.
Clause type: interest
 1. Interest arising in a territory and paid to a resident of the other territory may be taxed in that other territory.
Clause type: termination
Either party to the Custodian Agreement may terminate this Addendum (i) for any reason by giving the other party at least one-hundred and eighty (180) days' prior written notice in the case of notice of termination by State Street to the Customer or thirty (30) days' notice in the case of notice from the Customer to State Street of termination, or (ii) immediately for failure of the other party to comply with any material term and condition of the Addendum by giving the other party written notice of termination. This Addendum shall in any event terminate within ninety (90) days after the termination of the Custodian Agreement. In the event of termination, the Customer will return to State Street all copies of documentation and other confidential information in its possession or in the possession of its Authorized Designees. The foregoing provisions with respect to confidentiality and infringement will survive termination for a period of three (3) years.
Clause type: headings
The headings to the sections of this Option Agreement are used for reference only and are not to be construed as limiting or extending the provisions hereof.
Clause type: interest
 Interest will accrue and be charged on the Principal Amount -------- outstanding, from time to time (i) except as provided in clause (ii), at the Interest Rate, and (ii) upon and during the continuation of an Event of Default, at a rate per annum equal to the sum of (x) the Interest Rate plus (y) 500 basis points ("Default Rate"). Borrower promises to pay interest to the order of CSFC in arrears on each Payment Date (as defined below) except as provided in Section 3.a.ii hereof. All calculations of interest shall be computed on the basis of a 360-day year and charged on the basis of actual days elapsed for any whole or partial month in which interest is being calculated ("Actual/360"). Borrower acknowledges that interest calculated on an Actual/360 basis exceeds interest which is calculated on a basis of a 360-day year consisting of 12 months of 30 days each ("30/360") and, therefore, a greater portion of each monthly installment of principal and interest will be applied to interest using the Actual/360 basis than would be the case if interest accrued on a 30/360 basis. In no event shall Borrower's interest payment obligations or the amounts of interest payable, contracted for, charged or received under or in connection with this Note exceed the limitations set forth in Section 8 hereof.
Clause type: termination
This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Bank, if after execution and delivery of this Agreement and prior to the Closing Date (i) there has been, since the date of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information or the Prospectus, any material adverse change, or any development that could reasonably be expected to result in a prospective material adverse change, in the condition, financial or otherwise, or in or affecting the earnings or operations of the Bank and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, which, in the reasonable judgment of the Representatives, makes it impracticable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus; (ii) there shall have occurred any suspension or limitation of trading in securities generally on the New York Stock Exchange, Inc., or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank on any exchange or in the over-the-counter market; (iii) there shall have occurred any banking moratorium declared by United States federal, New York or Australian authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) after the time and date of this Agreement, there has been any actual or prospective change in Australia or United States tax laws or regulations that materially adversely affects the Securities to be issued pursuant to this Agreement; (v) there shall have occurred any outbreak or escalation of major hostilities in which the United States or Australia is involved, any declaration of war by Congress or any other national or international calamity or emergency and, in the reasonable judgment of the Representatives, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Clause type: compensation
 By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.
Clause type: now
THEREFORE for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby covenant and agree to be bound as follows:
Clause type: miscellaneous
The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Event of Default unless and until the Collateral Agent shall have received a notice of Event of Default or a notice from the Grantor or the Secured Parties to the Collateral Agent in its capacity as Collateral Agent indicating that an Event of Default has occurred.
Clause type: interest
 CGMHI shall charge the Client interest at the daily variable rate of 1-month LIBOR plus 250 bps (the “Interest Rate”) on the aggregate principal amount of Advances outstanding, if any. Such interest shall be computed in the same manner as that set forth for securities margin accounts in the pamphlet prepared by Smith Barney entitled “Important New Account Information” (hereafter referred to as “New Account Document”), which may be amended from time to time and which amendment shall become binding upon written notice to the Client (provided, that no such amendment shall change the Interest Rate without Client’s prior written consent). The Client hereby acknowledges receipt of the New Account Document. Interest shall be payable monthly, provided, that failure to pay interest during a Repayment Notice Period shall not constitute a default hereunder until the end of such Repayment Notice Period (but interest unpaid during such Repayment Notice Period shall be added to principal in accordance with this Section)). If, after application of interest paid on the Collateral pursuant to Section 4, (i) a sufficient amount of cash or money market fund shares is not available in the Account to pay the monthly interest amount, and (ii) sufficient Collateral acceptable to CGMHI is in the Account, the interest due shall be added to the Client’s outstanding principal balance hereunder and thereafter interest shall accrue on any such unpaid principal until paid in full. Client acknowledges and agrees that any such interest added to principal may reduce the availability of future Advances or if creating a Shortfall, require repayment and liquidation of Collateral.
Clause type: termination
This Agreement may be terminated by the Company or any Investor, by written notice to the other parties, if the Closing has not been consummated by the third Business Day following the date of this Agreement; provided that no such termination will affect the right of any party to sue for any breach by the other party (or parties).
Clause type: representations
and Warranties. (a) Representations and Warranties by the Fund and the Investment Adviser. The Fund and the Investment Adviser jointly and severally represent and warrant to each Underwriter as of the date hereof, as of the Applicable Time referred to in Section 1(a)(i) hereof, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof, and agree with each Underwriter, as follows:
Clause type: entire
Agreement. This Agreement sets forth the entire understanding of the parties and merges and supersedes any prior or contemporaneous agreements between the parties pertaining to the subject matter hereof.
Clause type: vesting
 Eligible employees will have immediate vesting of their mandatory contributions and employer contributions made to the DC Plan and their salary deferrals made to the 457 Plan.
Clause type: payment_terms
 Borrower agrees to pay the principal sum of this Note and interest on the unpaid principal sum of this Note from time to time outstanding at the rates and at the times specified in Article 2 of the Loan Agreement and the outstanding balance of the principal sum of this Note and all accrued and unpaid interest thereon shall be due and payable on the Maturity Date.
Clause type: indemnification
The Trust agrees to indemnify, defend and hold the Distributor, its several officers and directors, and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Distributor, its officers and directors, or any such controlling person, may incur under the 1933 Act or under common law or otherwise, arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in any registration statement or necessary to make any statement in such documents not misleading; provided, however, that the Trust’s agreement to indemnify the Distributor, its officers and directors, and any such controlling person shall not be deemed to cover any claims, demands, liabilities or expenses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement or in any financial or other statements in reliance upon and in conformity with any information furnished to the Trust by the Distributor or any affiliate thereof and used in the preparation thereof; and further provided that the Trust’s agreement to indemnify the Distributor, its officers and directors, and any such controlling person shall not be deemed to cover any liability to the Trust or its shareholders to which the Distributor, its officers and directors, or any such controlling person would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of the Distributor’s, its officer’s or director’s, or any such controlling person’s duties, or by reason of the Distributor’s, its officer’s or director’s, or any such controlling person’s reckless disregard of its obligations and duties under this Agreement. Notwithstanding the foregoing, this indemnity agreement, to the extent that it might require indemnity of any person who is an officer or director of the Distributor or any person who controls the Distributor and who is also an officer or Trustee of the Trust, shall not inure to the benefit of such officer, director or controlling person unless a court of competent jurisdi...
Clause type: entire
Agreement. This Agreement, the Value Assurance Agreement and the confidentiality obligations under the Confidentiality Agreement represent the entire agreement of the parties with respect to the subject matter hereof and shall supersede any and all previous contracts, arrangements or understandings between the parties hereto with respect to the subject matter hereof.
Clause type: governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
Clause type: now
THEREFORE in consideration of the foregoing and the promises, covenants and undertakings herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
Clause type: capitalization
 The Company has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Information and the Prospectus under the heading “Capitalization”; all the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Registration Statement, the Time of Sale Information and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock of the Company conforms in all material respects to the description thereof contained in the Registration Statement, the Time of Sale Information and the Prospectus.
Clause type: payment
 Each party shall submit to the other party within thirty (30) days of the end of each calendar month a written statement of the amount estimated to be owed by the other party for Services and the use of Facilities pursuant to this Agreement in that calendar month and each party shall pay to the party rendering the statement within thirty (30) days following receipt of such written statement the amount set forth in the statement.
Clause type: investments
 Schedule 3.28 hereto contains a true and complete list of all securities and other investments (including, without limitation, short-term investments) owned by the Company as of the end of the most recent calendar month, including the date of purchase, book value, market value and carrying value thereof on the books and records of account of the Company as of such date. None of the securities and other investments owned by the Company is in default in the payment of principal or interest or dividends.
Clause type: investments
 Other than as permitted by this Agreement, the Company will not, without the consent of the Purchaser, purchase or acquire or invest in, or agree to purchase or acquire or invest in the business, property, or assets of, or any securities of, any other company or business, provided however, that the Company may invest in:
Clause type: payment
 At any time, and from time to time, after the establishment of the Base Period Costs for each of the categories referred to above, Lessor shall advise Lessee in writing of Lessee's Percentage share with respect to each of the categories as estimated for the next twelve (12) month period (or proportionate part thereof if the last period prior to the Lease's expiration is less than twelve (12) months) as then known to the Lessor, and thereafter, the Lessee shall pay as Additional Rent, Lessee's Percentage share of these costs for the then current period affected by such advice (as the same may be periodically revised by Lessor as additional costs are incurred) in equal monthly installments, such new rates being applied to any months, for which the Fixed Basic Rent shall have already been paid which are affected by the Operating Cost Escalation and/or Utility and Energy Cost Escalation and/or Tax Escalation Costs above referred to, as well as the unexpired months of the current period, the adjustment for the then expired months to be made at the payment of the next succeeding monthly rental, all subject to final adjustment at the expiration of each Lease Year as defined in Article 23(d) hereof (or Partial Lease Year if the last period prior to the Lease's termination is less than twelve (12) months). However, Lessor shall be reimbursed by Lessee monthly during the first year of the Term for additional Utility and Energy Cost Escalations resulting from an increase in the monthly rate over the Base Utility Rate. In the event the last period prior to the Lease's termination is less than twelve (12) months, the Base Period Costs during said period shall be proportionately reduced to correspond to the duration of said final period.
Clause type: payment
 The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder of a Note as consideration for or as an inducement to the entering into by such holder of any waiver or amendment of any of the terms and provisions hereof or of any Subsidiary Guaranty or any Note unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each holder of a Note even if such holder did not consent to such waiver or amendment.
Clause type: ownership_of_shares
 The Shares are owned lawfully of record and beneficially by Shareholder, free and clear of all liens, encumbrances, restrictions and claims of every kind whatsoever, and upon purchase of the Shares by the Company in accordance with the terms of this Agreement, the Company shall have acquired good title to such Shares free and clear of all liens, encumbrances, restrictions and claims of every kind whatsoever.
Clause type: counterparts
This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.
Clause type: definitions
41 10.02. Pay Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 10.03. Pension and Other Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 10.04. Other Benefit Plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 10.05. Long-Term Disability Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 10.06. Severance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Clause type: dividends
 Dividends upon the capital stock may be declared by the Board of Directors at any regular or special meeting and may be paid in cash or property or in shares of the capital stock. The Board of Directors may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purposes and may alter or abolish any such reserve or reserves.
Clause type: definitions
Except where clearly provided to the contrary or as otherwise defined in this Exhibit A, all capitalized terms used in this Exhibit A shall have the definitions given to those terms in the Agreement to which this Exhibit A is attached.
Clause type: loans
 Not make any loans or advances or extend credit to any third person, including, but not limited to, directors, officers, shareholders, partners, employees of any Borrower, except for credit extended in the Ordinary Course of Business as presently conducted and except up to $350,000.00 in any one fiscal year.
Clause type: whereas
the Provider has agreed or will agree to provide the Local Education Agency (“LEA”) with certain digital educational services (“Services”) as described in Article I and Exhibit “A”; and
Clause type: ownership_of_shares
 The Shares represent all of the shares of outstanding capital stock of the Company. Seller owns and holds, beneficially and of record, the entire right, title and interest in and to the Shares, free and clear of any claim, suit, proceeding, call, commitment, voting trust, proxy, restriction, limitation, security interest, pledge, lien or encumbrance of any kind or nature whatsoever. The share certificates evidencing the Shares and the instruments of transfer relating thereto delivered to Buyer at the Closing will be in form and substance reasonably acceptable to Buyer, and will be such as to transfer and vest in Buyer good title to the Shares, free and clear of all encumbrances of any kind or nature whatsoever.
Clause type: representations
and Warranties. The Borrower hereby represents and warrants to each Lender that: