bhaskrr/legal-clauses huggingface dataset:
Clause type: severability
The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions of this Agreement. If any provision of this Agreement, or the application of that provision to any Person or any circumstance, is invalid or unenforceable in any jurisdiction, then (a) the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible to the end that the Merger is consummated and (b) the remainder of this Agreement and the application of that provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of that provision, or the application of that provision, in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.
Clause type: base-salary
 For all services rendered by Executive during the Employment Period, Company shall initially pay Executive the base salary in effect on the date hereof, subject to increase as of each January 1 during the Employment Period (but not decrease) based on annual performance reviews conducted by the Board of Directors of the Company and/or the Chief Executive Officer or such other officer designated by the Board; provided, however, that on January 1, 2001, 2002 and 2003, the base salary then in effect shall be increased by an amount which is not less than the greater of (i) 5% or (ii) the percentage increase in the cost of living based upon the Revised Consumer Price Index (1982-84=100) published by the Bureau of Labor Statistics of the United States Department of Labor for Boca Raton, Florida utilizing March 2000 as the base month.
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of 2,500,000 shares of Company Common Stock and no preferred stock. As of the date of this Agreement, (i) 1,305,148 shares of Company Common Stock are issued and outstanding, (ii) no shares of Company Common Stock are issued and held in the treasury of the Company, and (iii) 59,526 shares of Company Common Stock are reserved for issuance under the Company Stock Plans in respect of option awards outstanding as of the date hereof. Section 3.4(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, (A) the number of Shares subject to, the holder of, the vesting schedule and exercise price of each outstanding Option, and (B) the number of Shares subject to, the holder of, and vesting schedule of each outstanding Company Restricted Share. All of the outstanding shares of Company Common Stock other than the Company’s Restricted Shares are, and all outstanding Company Restricted Shares upon vesting (and all restrictions thereon lapse) will be, and all shares of Company Common Stock which may be issued pursuant to the exercise of outstanding Options will be, when issued in accordance with the terms of the Options, duly authorized, validly issued, fully paid and non-assessable. Except as set forth in this Section 3.4(a) and for changes resulting from the exercise of the Options, the issuance of shares of Company Restricted Shares, or vesting of Company Restricted Shares outstanding as of the date hereof, there are no (x) shares of capital stock of the Company authorized, issued or outstanding, (y) existing options, warrants, preemptive rights or subscriptions relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such share or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription, or other similar instrument, or (z) outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or the capital stock of the Company or of any Subsidiary or Affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any ...
Clause type: assignment
The Assignor hereby assigns and sells to the Assignee all of the rights of the Assignor under the Credit Agreement to the extent of the Assigned Amount, and the Assignee hereby accepts such assignment from the Assignor and assumes all of the obligations of the Assignor under the Credit Agreement to the extent of the Assigned Amount, including the purchase from the Assignor of the corresponding portion of the principal amount of the Committed Loans made by the Assignor outstanding at the date hereof. Upon the execution and delivery hereof by the Assignor, the Assignee, the Company and the Agent and the payment of the amounts specified in Section 3 required to be paid on the date hereof (i) the Assignee shall, as of the date hereof, succeed to the rights and be obligated to perform the obligations of a Bank under the Credit Agreement with a Commitment in an amount equal to the Assigned Amount, and (ii) the Commitment of the Assignor shall, as of the date hereof, be reduced by a like amount and the Assignor released from its obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee. The assignment provided for herein shall be without recourse to the Assignor.
Clause type: grant_of_option
 In consideration of the sum of (pound)1 (receipt of which is acknowledged by the Company) the Company grants the Employee the right to subscribe for the Option Shares or any of them (in amounts not less than 1,000 shares each) from time to time at the Subscription Price upon and subject to the terms set out below.
Clause type: conversion_of_shares
 At the Effective Time by virtue of the Merger and without any action on the part of any holder of shares of Company Stock or any holder of shares of common stock of Merger Subsidiary:
Clause type: miscellaneous
Neither the holders of shares of the Fund nor the members of the Board of Trustees shall be personally liable hereunder. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
Clause type: base-salary
 During the Term of Employment, the Employee shall receive a salary of $295,000 per calendar year, less all applicable taxes and withholdings (the “Base Salary”), paid in semi-monthly installments in accordance with the Company’s regularly established payroll procedure. The Employee’s Base Salary shall be reviewed annually by the Company’s Board of Directors (the “Board”) and may be adjusted from time to time in accordance with normal business practices and taking into account then-current market factors, but in no event shall the Employee’s salary be less than the base salary the Employee received from the Company in the immediately preceding year.
Clause type: investment-company-act
 The Borrower is not, and after giving effect to the offer and sale of the Pledged Securities, will not be an “investment company,” as such term is defined in the Investment Company Act.
Clause type: interest
 The Borrower shall pay the Agent on behalf of the Lenders interest on the principal balance of the Term Loan outstanding from time to time from the date hereof until the date that all of the Term Loan has been paid in full and each of the Loan Documents have been terminated at the rate equal to the LIBOR Rate (or to the extent provided in Section 2.13, the Base Rate) plus the Applicable Margin (the “Interest Rate”); provided, however, that the Interest Rate shall be increased by three percent (3.00%) (“Default Rate Interest”) (1) automatically (without the need for any election or notice) upon the occurrence and during the continuation of an Event of Default under Section 7.01(g) or 7.01(h) and (2) at the election of Agent or the Required Lenders upon the occurrence and during the continuance of any other Event of Default, which such election under this clause (2) shall be evidenced by the Agent or the Required Lenders delivering written notice of such election to Borrower (it being understood and agreed that Agent or the Required Lenders shall be permitted to elect to have Default Rate Interest provided for in this clause (2) apply retroactively back to the date any then existing Event of Default first occurred). All interest shall be due and payable monthly in arrears on the first Business Day of each calendar month and on the Maturity Date, and shall be computed on the daily unpaid balance of the Term Loan, based on a three hundred sixty (360) day year, counting the actual number of days elapsed.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the matters addressed herein, and this Agreement supersedes any prior agreements and/or understandings, written or oral, with respect to such matters; provided, however, that in no event shall this provision be construed to limit the effect of the Indemnification Agreement or the memorandum of understanding dated August 23, 2017 between the Mortgage Loan Seller, the Purchaser and certain other parties or any separate acknowledgments and agreements executed and delivered pursuant to such memorandum of understanding.
Clause type: ownership_of_shares
 Seller owns, of record and beneficially, and has good, valid and indefeasible title to and the right to transfer to Purchaser, pursuant to his Agreement, the Shares free and clear of any and all liens, claims and encumbrances.
Clause type: dividends
 Make, declare or pay any dividend or distribution on any shares of its capital stock, other than dividends and distributions by wholly owned Subsidiaries of the Company;
Clause type: loans
 A Partner may make secured or unsecured loans to the Partnership, but no Partner has any obligation pursuant to this Agreement to make any such loan. Loans by a Partner to the Partnership shall not be considered capital contributions.
Clause type: capitalization
 (a) The authorized capital stock of Parent consist of 100,000,000 shares of Parent Common Stock and 2,000,000 shares of preferred stock, par value $0.10 per share. As of January 24, 2020, (i)(A) 24,395,738 shares of Parent Common Stock were issued and outstanding and (B) 15,033,317 shares of Parent Common Stock were held by Parent as treasury shares, and (ii) 2,408,892 shares of Parent Common Stock were subject to outstanding Parent Compensatory Awards, of which 71,548 are shares of Parent Restricted Stock included in subclause (a)(i)(A) above (assuming, in the case of Parent Restricted Stock and Parent Restricted Stock Unit awards that are subject to the attainment of performance goals, that applicable performance goals are attained at the maximum level). All outstanding shares of Parent Common Stock are validly issued, fully paid, nonassessable and free of any preemptive rights.
Clause type: investments
 None of the Borrower or any of the Subsidiaries will purchase, make, incur, assume or permit to exist any Investment in any other Person, except:
Clause type: entire
Agreement. This Agreement and its Attachments, incorporated herein by this reference, sets forth the entire understanding and supersedes prior Agreements between the Parties relating to the subject matter contained herein and merges all prior discussions between them. Any orders placed under prior agreements between the Parties shall be governed by the terms of this Agreement. Neither Party shall be bound by any definition, condition, provision, representation, warranty, covenant or promise other than as expressly stated in this Agreement or as is contemporaneously or subsequently set forth in writing and executed by a duly authorized officer or representative of the Party to be bound thereby. Network Elements and Other Services Local Interconnection Resale Collocation
Clause type: investment-company-act
 None of the Credit Parties is (i) an “investment company” or a company controlled by an “investment company” that has elected to be regulated as a “business development company” within the meaning of the Investment Company Act, or (ii) a person qualifying for treatment as a “regulated investment company” under the Code.
Clause type: whereas
the parties hereto wish to amend the Agreement as set forth below. NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to amend the Agreement, pursuant to the terms thereof, as follows:
Clause type: payment
 Payment in the form of a check or wire transfer must be received by the payee within thirty (30) days ("Payment Due Date") following the date of the invoice. Payments received later than the Payment Due Date shall be subject to a late charge of either one and a half percent (1.5%) of the outstanding balance for each thirty (30) day period (or portion thereof) that such payments are late or the highest percentage of the outstanding balance permitted by law, whichever is lower.
Clause type: ownership_of_shares
 Except as disclosed on the latest Schedule ------------------- 13D as filed by Premier with the SEC prior to the date of this Agreement with respect to the Common Stock, none of Premier or its Subsidiaries or affiliates owns (beneficially or otherwise) any shares of Common Stock. From the date of this Agreement through the Expiration Date, except for those Private Acquisitions entered into concurrently herewith, none of Premier or its Subsidiaries or affiliates shall purchase or otherwise acquire beneficial ownership of any additional shares of Common Stock.
Clause type: confidentiality
(a) Each of the Administrative Agent, the Lenders, the Lender Agents, the Servicer, the Collateral Agent, the Borrower, the Account Bank, the Transferor, the Backup Servicer and the Collateral Custodian shall maintain and shall cause each of its employees and officers to maintain the confidentiality of the Agreement and all information with respect to the other parties, including all information regarding the business of the Borrower and the Servicer hereto and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein (including written non-public information relating to an Obligor that is required under the terms of the related Loan Agreement to be maintained as confidential), except that each such party and its officers and employees may (i) disclose such information to its respective Affiliates and to such party’s and its respective Affiliates’ officers, directors, managers, administrators, trustees, employees, agents, external accountants, investigators, auditors, attorneys or other representatives, in each case, having a need to know the same (including in connection with any potential assignment, sale of a participation interest or other transfer of an interest), and to any Rating Agency or valuation firm engaged by such party in connection with any due diligence or comparable activities with respect to the transactions and Loan Assets contemplated herein and the agents of such Persons (“Excepted Persons”); provided that each Excepted Person shall, as a condition to any such disclosure, agree for the benefit of the Administrative Agent, the Lenders, the Lender Agents, the Servicer, the Collateral Agent, the Borrower, the Account Bank, the Backup Servicer, the Transferor and the Collateral Custodian that such information shall be used solely in connection with such Excepted Person’s evaluation of, or relationship with, the Borrower and its affiliates, (ii) disclose the existence of the Agreement, but not the financial terms thereof, (iii) disclose such information as is required by Applicable Law and (iv) disclose the Agreement and such information in any suit, action, proceeding or investigation (whether in law or in equity or pursuant to arbitration) involving any of the Transaction Documents for the purpose of defending itself, reducing its liability, or protecting or exercising any of its claims, rights, remedies, or interests under or in connection with...
Clause type: interest
 Prior to the Maturity Date, with respect to each Interest Period, interest shall accrue on the Principal Amount at the applicable Interest Rate.
Clause type: payment
 The Corporation shall concurrently receive payment for the Stock as provided in Section 2.
Clause type: confidentiality
If for any reason the transactions contemplated by this Agreement are not consummated, each of the parties hereto shall keep confidential any information obtained from any other party (except information publicly available or in such party's domain prior to the date hereof, and except as required by court order) and shall promptly return to the other parties all schedules, documents, instruments, work papers or other written information without retaining copies thereof, previously furnished by it as a result of this Agreement or in connection herein.
Clause type: loans
 FTX agrees, on the terms and conditions set forth in this Agreement, to make loans ("Loans") to the Borrower from time to time prior to the Termination Date in such amounts, with such stated maturities, or payable on demand, and with such interest periods if, as, and when FTX determines in its sole discretion, subject to the provisions of the Credit Agreement. These Loans (except the FTX Loan) are subordinated to the Senior Debt in accordance with the Subordination Terms, which are incorporated by reference herein. The Borrower agrees, on the terms and conditions set forth in this Agreement, to borrow such Loans from FTX if, as, and when FTX so determines, but shall have no right to require FTX to make any such Loans. The principal amount of each Loan shall be due and payable as determined by FTX at the time the Loan is made, and may be prepaid at any time, subject in each case to the Credit Agreement and, except as to the FTX Loan, the Subordination Terms. The FTX Loan ranks on a pari passu basis in right of payment with all other Indebtedness of the Borrower, including the Senior Debt.
Clause type: interest
 TALK AMERICA HOLDINGS, INC., a Delaware corporation (the "Company"), is the issuer of the 8% Convertible Subordinated Notes Due 2007 (the "Notes"), of which this Note is a part. The Company promises to pay interest on the Notes in cash semiannually on each February 15 and August 15, commencing on August 15, 2002, to holders of record on the immediately preceding February 1 and August 1. Interest on the Notes will accrue from the most recent date to which interest has been paid, or if no interest has been paid, from the date the Notes are issued. Interest will be computed on the basis of a 360-day year of twelve 30-day months. To the extent lawful, the Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the rate borne by the Notes, compounded annually.
Clause type: investments
 Unless prohibited by applicable law, all amounts held in a Custodial Account will be either available on demand (including funds in a money market deposit account) or invested in investments that, at the time of their acquisition, are Eligible Investments maturing on or before the Servicer Remittance Date applicable to the funds so invested. Any Custodial Account in which funds are invested will be required to comply with such additional limitations as may be imposed by the Master Servicer or the Trustee from time to time. Amounts held by a Direct Servicer in a Custodial Account are also subject to any additional limitations under the Servicing Contract, including the Direct Servicer’s responsibility for any fees or penalties for withdrawals. Holders will have no right to interest earnings or other investment earnings on amounts in any Custodial Account. Only if the related Servicing Contract so permits may the Direct Servicer retain interest earnings or other investment earnings on amounts held in a Custodial Account; if the Servicing Contract does not so permit, the Direct Servicer will have no right to retain such interest earnings or other investment earnings. If the Trustee or the Master Servicer removes funds or investments from a Custodial Account prior to the applicable Servicer Remittance Date, neither the Direct Servicer nor any Subservicer will have any right to interest earnings or other investment earnings on amounts so withdrawn after the withdrawal date.
Clause type: taxes
 The Company and its Subsidiaries are members of an affiliated group of corporations filing consolidated returns for Federal income tax purposes, of which the Company is the "common parent" (within the meaning of Section 1504 of the Code) of such group. The Company and its Subsidiaries have filed all Federal income tax returns and all other material tax returns that are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or any of its Subsidiaries, except for any such tax being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of taxes and other governmental charges are, in the opinion of the Company, adequate.
Clause type: dividends
 (a) Subject to the terms of this Article IX, Preferred Securityholders shall receive periodic dividends, if any, in accordance with Article VII of this Agreement or any Certificate of Designations duly adopted by the Board of Directors, and Common Securityholders shall receive periodic dividends and distributions, subject to Article VII of this Agreement or any Certificate of Designations duly adopted by the Board of Directors, and to the provisions of the Delaware Act, when, as and if declared by the Board of Directors, in its discretion. A dividend shall constitute a distribution within the meaning of the Delaware Act.
Clause type: board
 The number of directors of the Company shall be fixed at seven (7) and shall include three (3) or fewer directors designated by the holders of the Series 2001-A Preferred and one (1) director designated by the Family Shareholders pursuant to the Voting Agreement.