bhaskrr/legal-clauses huggingface dataset:
Clause type: ownership_of_shares
 As of the date hereof, other than (i) Continuing Shares, and (ii) Company Options held by Management Continuing Shareholders, none of Merger Sub and the Consortium Members nor any of their respective Affiliates beneficially own (as such term is used in Rule 13d-3 promulgated under the Exchange Act) any Shares or other securities of, or any other economic interest (through derivative securities or otherwise) in the Company, or any options, warrants or other rights to acquire Shares or other securities of, or any other economic interest (through derivative securities or otherwise) in, the Company.
Clause type: ownership_of_shares
 The Pledgor is the absolute and beneficial owner of the Shares and none of the Shares are held in the name of any person other than the Pledgor, whether as agent, trustee or other nominee for the Pledgor, the Shares are recorded in the name of the Pledgor in the shareholder ledgers and registers in the Corporation's minute book.
Clause type: now
THEREFORE for and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed by each of the parties hereto as follows:
Clause type: insurance
Unless and until the Discharge of Senior Lender Claims has occurred, the Intercreditor Agent and the Senior Lenders shall have the sole and exclusive right, subject to the rights of the Grantors under the Senior Lender Documents, to adjust settlement for any insurance policy covering the Common Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the Common Collateral. Unless and until the Discharge of Senior Lender Claims has occurred, all proceeds of any such policy and any such award if in respect of the Common Collateral shall be paid (a) first, prior to the occurrence of the Discharge of Senior Lender Claims, to the Intercreditor Agent for the benefit of Senior Lenders pursuant to the terms of the Senior Lender Documents, (b) second, after the occurrence of the Discharge of Senior Lender Claims, to the Second-Priority Agents for the benefit of the Second-Priority Secured Parties pursuant to the terms of the applicable Second-Priority Documents and (c) third, if no Second-Priority Obligations are outstanding, to the owner of the subject property, such other person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. If any Second-Priority Agent or any Second-Priority Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award in contravention of this Agreement, it shall pay such proceeds over to the Intercreditor Agent in accordance with the terms of Section 4.2.
Clause type: dividends
 The Participant shall have no right to any dividends which may be paid with respect to shares of Common Stock until any such shares are paid to the Participant following the completion of the Performance Period.
Clause type: interest
 Until paid, all past due amounts required to be paid by the Company under any provision of this Agreement shall bear interest at the highest non-usurious rate permitted by applicable federal, state, or local law.
Clause type: loans
 No Member will be required to make loans (long or short-term, secured or unsecured) to the Company.
Clause type: counterparts
This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.
Clause type: loans
 Each Loan, each payment or prepayment of principal of any Loan, each payment of interest on the Loans, each payment of Facility Fees, each payment of Utilization Fees, each reduction of the Revolving Committed Amount and each conversion or extension of any Loan, shall be allocated pro rata among the Lenders in accordance with the respective principal amounts of their outstanding Loans and Participation Interests. With respect to Competitive Loans, if the Borrower fails to specify the particular Competitive Loan or Loans as to which any payment or other amount should be applied and it is not otherwise clear as to the particular Competitive Loan or Loans to which such payment or other amounts relate, or any such payment or other amount is to be applied to Competitive Loans without regard to any such direction by the Borrower, then each payment or prepayment of principal on Competitive Loans and each payment of interest or other amount on or in respect of Competitive Loans, shall be allocated pro rata among the relevant Lenders of Competitive Loans in accordance with the then outstanding amounts of their respective Competitive Loans.
Clause type: counterparts
This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
Clause type: ownership_of_shares
 As of the date of this Agreement, Parent or its affiliates beneficially own 820,000 Shares.
Clause type: capitalization
 The issued and outstanding shares of common stock of Triumph consist of four (4) shares, US$1.00 par value, held by the shareholders listed on the signature page hereof. All issued and outstanding shares of Triumph are validly issued, fully paid, and non-assessable and not issued in violation of the preemptive or other right of any person. There are no dividends or other amounts due or payable with respect to any of the shares of capital stock of Triumph.
Clause type: severability
If any term or other provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
Clause type: loans
 Make any loans or other advances of money to any Person, except (a) advances to an officer or employee for salary, travel expenses, commissions and similar items in the Ordinary Course of Business and (b) any loans or other advances to customers in the Ordinary Course of Business not to exceed $500,000 in the aggregate at any time.
Clause type: termination
Except as provided in Section 8.2, this Agreement may be terminated and the Acquisition abandoned at any time prior to the Closing:
Clause type: compensation
 During the Employment Period, the Executive shall be compensated as follows:
Clause type: ownership_of_shares
 Seller owns all right, title and interest (legal and beneficial) in and to all of the Shares being sold by Seller pursuant to this Agreement free and clear of all liens, including, but not limited to, any lien, pledge, claim, security interest, encumbrance, mortgage, assessment, charge, restriction or limitation of any kind, whether arising by agreement, operation of law or otherwise, except for those imposed by applicable federal and state securities laws. Seller has the full power and authority to issue, sell, transfer, convey, assign and deliver the Shares being sold by Seller to Buyer, and upon delivery and payment for such Shares at the closing, Buyer shall acquire valid and unencumbered title to such Shares to be delivered by Seller hereunder except as described in this Agreement.
Clause type: insurance
The Company and the Company Subsidiaries carry or are entitled to the benefits of insurance, with financially sound and reputable insurers, in such amounts and covering such risks as is available on commercially reasonable terms and generally maintained by companies engaged in the same or similar business and owning similar properties in the same general areas and in similar stages of development or operation, as applicable. All such insurance policies carried by or maintained for the benefit of the Company and the Company Subsidiaries (the “Insurance Policies”) are in full force and effect, all premiums in respect of such insurance have been paid in full when and as due and there is no material claim by or on behalf of any the Company and the Company Subsidiaries pending under any such policies as to which coverage has been denied or disputed by the underwriters of such policies. No notice of cancellation or non-renewal of any Insurance Policy, or any material changes that are required in the conduct of the Company and the Company Subsidiaries as a condition to the continuation of coverage under or renewal of any such Insurance Policy, has been received by Contributor, the Company, any Company Subsidiary or their respective Affiliates.
Clause type: miscellaneous
Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.
Clause type: investment-company-act
 The Company will not be or become, within one year of the Closing Time, an “investment company” as defined in the 1940 Act.
Clause type: base-salary
 The Company shall pay to Executive, and ------------ Executive shall accept, for all services which may be rendered by him pursuant to this Agreement, a base salary ("Base Salary") as hereinafter set forth. The Base Salary during the first full year of the term of this Agreement shall be $225,000. At the end of the first full year of this Agreement, the Base Salary shall be increased by an amount equal to the Base Salary then in effect multiplied by a fraction, the numerator of which shall be the difference between (i) the Consumer Price Index (as hereinafter defined) as of the first anniversary of the Effective Date (as hereinafter defined) and (ii) the Consumer Price Index as of the Effective Date, and the denominator of which shall be the Consumer Price Index as of the Effective Date; provided, that the "fraction" set forth in this sentence shall never be zero or less. At the end of each succeeding full year of this Agreement, the Base Salary shall be increased in a like manner. Any increase in Base Salary or other compensation granted by the Company, the Board or any committee thereof shall in no way limit or reduce any other obligation of the Company hereunder and, once established at an increased specified rate, Executive's Base Salary hereunder shall not thereafter be reduced. Executive's salary shall be payable in accordance with the Company's payroll practices as from time to time in effect. For purposes of this Agreement, the "Consumer Price Index" as of any particular date means the Consumer Price Index for Urban Wage Earners and Clerical Workers, Los Angeles/Anaheim/ Riverside CMSA, all items, in respect of the month immediately preceding such particular date, published by the U.S. Department of Labor, Bureau of Labor Statistics, or if such index is no longer published, the U.S. Department of Labor's most comprehensive official index then in use that most nearly corresponds to the index named above.
Clause type: whereas
the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve as officers and directors of the Company and to indemnify its officers and directors so as to provide them with the maximum protection permitted by law.
Clause type: base-salary
 As compensation for the services to be performed by Executive during the Employment Period, the Company shall pay Executive a base salary at an annualized rate of $350,000, payable in installments on the Company's regular payroll dates. The Company shall review Executive's base salary annually during the period of his employment hereunder and, in its sole discretion, may adjust such base salary from time to time based upon such factors as the Compensation Committee of the Board (the "Compensation Committee") shall consider relevant. The annual base salary payable to Executive under this Section 3 shall hereinafter be referred to as the "Base Salary".
Clause type: taxes
 AmSurg has filed all federal, state and local tax returns required to be filed by it through the date hereof (or has obtained an extension for such filing) and has paid all taxes and assessments (including without limitation income, excise, unemployment, social security, occupation, franchise, property, sales and use taxes, import duties or charges, and all penalties and interest in respect thereof) due and payable therefrom. AmSurg has not signed any extension agreement with any taxing authority and knows of no open or questionable matters for any prior periods.
Clause type: counterparts
This Agreement may be executed in duplicate facsimile counterparts, each of which shall be deemed an original and together shall constitute one and the same binding Agreement, with one counterpart being delivered to each party hereto.
Clause type: assignment
Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any party without the prior written consent of the other parties hereto, and any such assignment without such prior written consent shall be null and void; provided, however, that the Service Provider may assign, without the consent of any party hereto, any or all of its rights, interests and obligations under this Agreement to any of its Affiliates.
Clause type: compensation
 Unless otherwise restricted by the Certificate of Incorporation, the Board of Directors shall have the authority to fix the compensation of directors.
Clause type: base-salary
 The Company shall pay to Executive an annual base salary of One Hundred Sixty Thousand Eight Dollars ($160,008.00) (the "Base Salary") during the term hereof; provided, however, that in the event the Company institutes a salary reduction program which affects all exempt employees (as defined by standard Company policies in compliance with the Fair Labor Standards Act) by the same percentage, then Executive's Base Salary may be reduced by such percentage (and the term "Base Salary" as used in this Agreement shall refer to Base Salary as so adjusted). Executive's Base Salary shall be paid in equal semi-monthly installments. The Base Salary may be reviewed annually by the Board or a committee designated by the Board and the Board or such committee may, in its discretion, increase the Base Salary.
Clause type: interest
 Royalty and other payments required in this Agreement shall, if overdue, bear interest until payment at a par annum rate four percent (4%) above the prime rate in effect at the Chase Manhattan Bank, N.A., New York, New York, U.S.A., on the due date. The payment of such interest shall not foreclose OMRF from exercising any other rights it may have because any payment is late.
Clause type: loans
 Subject only to the conditions set forth in (in the case of the drawing of Loans on the Closing Date) Section 4.02 or (in the case of the subsequent Funding Date) Section 4.03, each Lender severally agrees to make loans (each such loan, a “Loan”) to the Company in Euros in up to two drawings as follows (i) one drawing may be made on the Closing Date and (ii) an additional drawing may be made at any time on or prior to the date that is 120 days after the Closing Date (the date of each such drawing (including, for the avoidance of doubt, the Closing Date), a “Funding Date”), in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment. Loans borrowed under this Section 2.01 and prepaid or repaid may not be reborrowed. Loans shall be Eurocurrency Rate Loans, except as otherwise provided in Section 3.02 and Section 3.03.
Clause type: esop
 At the Closing the Company shall adopt an employee share option plan for the purchase of 10% of the Company's issued and outstanding share capital on a fully diluted basis (calculated on the Closing date), whether by way of direct issuance of Ordinary Shares or by issuance of other securities convertible into Ordinary Shares. It is clarified that the Founder shall not be entitled to securities under the ESOP.
Clause type: whereas
Parent, Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger.
Clause type: financing
 Acquisition Co. has delivered a copy of the commitment letter dated April 1, 2006 (the “Commitment Letter”) from UCC Consulting Corporation pursuant to which the parties thereto have committed, subject to the terms and conditions set forth therein, to provide financing up to $57,000,000 in connection with the Merger (the “Financing”). The Financing, together with cash available from Acquisition Co. and available cash from Company, following the Effective Time, will provide sufficient funds to consummate the Merger and pay all related fees and expenses. As of the date of this Agreement, Acquisition Co. has no reason to believe that any of the conditions to funding under the Commitment Letter will not be satisfied or that the funds from the Financing will not be available on a timely basis for the Merger.
Clause type: ownership_of_shares
 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. Acquiring Fund Shares will be issued simultaneously to the Acquired Fund, in an amount equal in value to the aggregate net asset value of the Acquired Fund Shares, to be distributed to Acquired Fund Shareholders.
Clause type: investments
 SIHL will not, and will not permit any of its Subsidiaries to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication):
Clause type: entire
Agreement. This Agreement and the exhibits hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof. No party shall be liable or bound to any other party in any manner with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein.
Clause type: base-salary
 During the Employment Period, your annual base salary shall not be less than $500,000.00 (“Base Salary”); provided that your annual base salary may be reduced to less than the Base Salary if the annual base salaries in effect for all or the majority of other senior executive officers of the Company are similarly reduced. The Base Salary shall be paid pursuant to regular Company payroll practices for the senior executives of the Company and shall be reviewed annually by the Company. For all purposes herein, “Base Salary” shall mean Base Salary as adjusted pursuant to this Section 3(a).
Clause type: dividends
 Subject to the preferential rights of the Preferred Stock, the holders of shares of Common Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of the assets of the Corporation which are by law available therefor, dividends payable either in cash, in property or in shares of capital stock.
Clause type: payment
 Except in connection with the conversion of principal and unpaid accrued interest hereunder into the common stock of the Borrower (the “Equity Securities”) as provided for herein, (i) all payments shall be made in lawful money of the United States of America at the principal office of the Borrower, or at such other place as the holder hereof may from time to time designate in writing to the Borrower; and (ii) payment shall be credited first to accrued interest due and payable and the remainder applied to principal.
Clause type: miscellaneous
In connection with the operation of this Agreement, PSC and Customer may agree from time to time on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions are to be signed by both parties and annexed hereto, but no such provision shall contravene any applicable Federal and state law or regulation, and no such provision shall be deemed to be an amendment of this Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether written or oral.
Clause type: whereas
each Fund is registered as a management investment company under the Investment Company Act of 1940, as amended;
Clause type: investment-company-act
 Neither Seller, any Intermediate Starwood Entity or Guarantor is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act.
Clause type: whereas
the Company has registered or will have registered each Account with the SEC as a unit investment trust under the 1940 Act before any Contracts are issued by that Account; and
Clause type: ownership_of_shares
 Such MAI Holder is the sole record and beneficial owner of that number of shares of MAI Common Stock set forth next to such MAI Holder's name on Schedule 1 annexed hereto. On the date hereof, such MAI Shares constitute all of the shares of MAI Common Stock owned of record or beneficially owned by such MAI Holder. Such MAI Holder has sole voting power and sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of disposition, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such MAI Shares with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement.
Clause type: base-salary
 A base salary (the “Base Salary”), in an annual rate of not less than Two Hundred Thousand Dollars ($200,000.00), will be paid to the Executive in installments consistent with the Company’s customary payroll practices, during the term of this Agreement.
Clause type: payment
 14 6.9 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 6.10 U.S. Dollars. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 7. CONFIDENTIALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Clause type: whereas
in addition to the property described in the Mortgage, as heretofore supplemented, the Company has acquired certain other property, rights and interests in property; and
Clause type: board
 Each of the persons designated by PSCM pursuant to Section 5.10 shall have been duly appointed to each of the Company Board and the GGO Board.
Clause type: miscellaneous
(a) If any term or provision of this Agreement or the application thereof to any person or circumstance is held to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such provision to other persons or circumstances shall not be affected thereby and shall be enforced to the fullest extent permitted by law.
Clause type: now
THEREFORE in consideration of the foregoing and the mutual agreements and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Clause type: severability
Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.