bhaskrr/legal-clauses huggingface dataset:
Clause type: indemnification
The Sub-Adviser shall indemnify and hold harmless the Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney’s fees and other related expenses) howsoever arising from or in connection with the performance of the Sub-Adviser’s obligations under this Agreement; provided, however, that the Sub-Adviser’s obligation under this Paragraph 5 shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Adviser, is caused by or is otherwise directly related to the Adviser’s own willful misfeasance, bad faith or negligence, or to the reckless disregard of its duties under this Agreement. The Adviser shall indemnify and hold harmless the Sub-Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney’s fees and other related expenses) howsoever arising from or in connection with the performance of the Adviser’s obligations under this Agreement; provided, however, that the Adviser’s obligation under this Paragraph 5 shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Sub-Adviser, is caused by or is otherwise directly related to the Sub-Adviser’s own willful misfeasance, bad faith or negligence, or to the reckless disregard of its duties under this Agreement.
Clause type: governing
Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Delaware without giving effect to the conflicts of laws principles thereof.
Clause type: whereas
the Issuer desires to purchase from the Seller a portfolio of motor vehicle receivables, including motor vehicle retail installment sales contracts and/or installment loans that are secured by new and used automobiles, light-duty trucks and vans;
Clause type: compensation
 The applicable Borrower shall compensate each Bank, upon such Bank's written request given promptly after learning of the same, for all losses, expenses and liabilities (including, without limitation, any interest paid by such Bank to lenders of funds borrowed by it to make or carry its Eurodollar Loans and any loss sustained by such Bank in connection with the re-employment of such funds), which the Bank sustains: (i) if for any reason (other than a failure of such Bank to perform its obligations) a Borrowing of any Eurodollar Loan does not occur on a date specified therefor in a Notice of Borrowing or notice of conversion (whether or not withdrawn or canceled pursuant to Section 2.5 or otherwise), (ii) if any repayment or conversion (pursuant to Section 2.5 or otherwise) of any of its Eurodollar Loans occurs on a date which is not the last day of the Interest Period applicable thereto, or (iii) without duplication of any amounts paid pursuant to Section 2 hereof, as a consequence of any other default by such Borrower to repay its Eurodollar Loans when required by the terms of this Agreement. A certificate as to any amounts payable to any Bank under this Section 1.8 submitted to the applicable Borrower by such Bank shall show the amount payable and the calculations used to determine such amount and shall, absent manifest error, be final, conclusive and binding upon all parties hereto.
Clause type: now
THEREFORE for and in consideration of the recitals made above and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
Clause type: interest
 Any agreed amount due by the Contractor to the Contractor not paid on Due Date shall bear interest at the Prime Overdraft Rate plus 2% from the Due Date until the date of payment thereof.
Clause type: representations
and Warranties. FAS represents and warrants to the Investment Company that:
Clause type: termination
This Agreement shall terminate on the date on which the Series terminates in accordance with the provisions of the Pooling and Servicing Agreement and the Series Supplement; provided, however, that this Agreement may be terminated by the Master Servicer at any time, without penalty, provided that such termination does not cause the ratings of the Investor Certificates to be lowered or withdrawn by either of the Rating Agencies; and provided, further, that all amounts owing to the Credit Enhancement Provider hereunder with respect to principal and interest on the Loan shall have been paid in full. Notwithstanding the foregoing, the Credit Enhancement Provider shall have no rights under this Agreement, and shall not be entitled to any payments hereunder, if and for so long as there is no Loan outstanding hereunder and no accrued but unpaid interest.
Clause type: loans
 Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, Lender agrees to make Loans to Borrower from time to time on or after the date hereof to the Maturity Day; provided that after giving effect to each such Loan, the aggregate amount of Loans shall not exceed the Loan Commitment. To request a Loan, Borrower shall notify Lender of such request in writing not later than 12:00 p.m., Mountain Standard time, three (3) Business Days before the date of the proposed Loan (the “Loan Request”). Each Loan Request shall specify the following information: (i) the aggregate amount of the requested Loan; (ii) the date of such Loan, which shall be a Business Day; and (iii) the purpose of such Loan. Lender shall not be obligated to provide a Loan if the purpose of such Loan is not in accordance with the uses of the Loans as set forth in Section 2.13 as determined by Lender in the reasonable exercise of its sole discretion.
Clause type: capitalization
 The Company's entire authorized capital stock consists of: (i) 100,000,000 shares of Class A Common Stock. par value $.001 per share, of which 39,708,907 shares are validly issued and outstanding; and (ii) 3,000,000 shares of Class B Common Stock, par value $.001 per share (the "Class B Common Stock"), all of which are validly issued and outstanding on the date hereof. On or before the Closing, the Company's Restated Certificate of Incorporation will have been amended to authorize 10,000,000 shares of the Preferred Stock and to designate 7,000 shares of the Preferred Stock as Series A Convertible Preferred Stock having the preferences, voting powers, qualifications and special or relative rights or privileges set forth in EXHIBIT B. The issuance of all presently issued and outstanding shares was duly authorized and all such shares are fully paid and non-assessable. All such issued and outstanding shares have the preferences, voting powers, qualifications and special or relative rights or privileges set forth in the Company's Restated Certificate of Incorporation, as amended as in effect on the date hereof, and as of the Closing Date the Preferred Stock will have the preferences, voting powers, qualifications and special or relative rights or privileges set forth in EXHIBIT B. The Preferred Shares will be senior in liquidation preference to all outstanding shares of the Common Stock and the Class B Common Stock. Other than as indicated on SCHEDULE 3.2 hereto or in the SEC Reports (as hereinafter defined), the Company does not have outstanding any option, warrant, purchase right, subscription right, stock appreciation right, phantom stock right, profit participation right, agreement or other commitment to issue or to acquire any shares of its capital stock, or any securities or obligations convertible into or exchangeable for its capital stock, and the Company has not given any person any right to acquire from the Company or sell to the Company any shares of its capital stock. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of the Company.
Clause type: investments
 The Escrow Agent shall invest and reinvest any cash in the Escrow Fund in any one of the following investments: (a) direct obligations of or obligations guaranteed by the United States of America with a maturity date of less than one (1) year; (b) certificates of deposit with a maturity date of less than one (1) year issued by commercial banks of the United States having assets in excess of $500,000,000; or (c) such other investments as may be mutually agreed upon by the Acquiror and the Stockholder (“Permitted Investments”). The Escrow Agent acknowledges that it has no interest in any cash or investments held in the Escrow Fund, and further acknowledges that the Escrow Fund is to be held for the benefit of the Acquiror and the Stockholder. The Escrow Agent shall have no responsibility or liability for any diminution in value of any assets held hereunder which may result from any investments or reinvestments made in accordance with any provision hereby. Income earned by the Escrow Fund shall accrue and become part of the Escrow Fund to be paid out as provided herein. In connection with making any payment pursuant to this Agreement, the Escrow Agent shall have the absolute right to sell or divest any Permitted Investments.
Clause type: headings
The headings appearing at the beginning of sections contained herein have been inserted for the convenience of the parties hereto and shall not be used to determine the construction or interpretation of this Agreement.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any prior understandings, agreements, or representations by or between the parties, written or oral, to the extent they related in any way to the subject matter hereof.
Clause type: miscellaneous
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. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and shall be governed by the law of the State of Delaware provided that nothing herein shall be construed as inconsistent with the Investment Company Act or the Investment Advisers Act. The Trust acknowledges receipt of Part II of Portfolio Manager’s Form ADV, copies of which have been provided to the Trust’s Board of Trustees. Portfolio Manager is hereby expressly put on notice of the limitations of shareholder and Trustee liability set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the assets of the Portfolio. Portfolio Manager further agrees that it will not seek satisfaction of any such obligations from the shareholders or any individual shareholder of the Trust, or from the Trustees of the Trust or any individual Trustee of the Trust.
Clause type: investment-company-act
 The Company has been advised of the rules and requirements under the Investment Company Act. The Company is not, and immediately after receipt of payment for the Securities will not be, an “investment company” within the meaning of, and required to be registered under, the Investment Company Act.
Clause type: confidentiality
During the Employment Term and thereafter, Executive will not disclose or use for Executive’s own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Company, any trade secrets, or other confidential information or data of the Company relating to the Company’s customers, development programs, costs, marketing, trading, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans, or the business and affairs of the Company generally; provided that the foregoing shall not apply to information which is not unique to the Company or which is generally known to the industry or the public other than as a result of Executive’s breach of this covenant. Except as required by law, Executive will not disclose to anyone, other than his immediate family, legal or financial advisors or any subsequent employer, the contents of this Agreement. Executive agrees that upon termination of Executive’s employment with the Company for any reason, he will return to the Company immediately all memoranda, books, papers, plans, information, letters and other data, and all copies thereof or therefrom, in any way relating to the business of the Company, except that he may retain personal notes, notebooks and diaries and personally owned books, reference material or information of a similar nature, that do not contain confidential information of the type described in the preceding sentence of this section. Executive further agrees that he will not retain or use for Executive’s account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of the Company.
Clause type: entire
Agreement. This Agreement, including the Exhibits hereto, which are hereby incorporated herein by reference, contains the entire agreement and understanding of the parties, and supersedes all prior and contemporaneous agreements, term sheets, letters, discussions, communications and understandings, both oral and written, which the parties acknowledge have been merged into this Agreement. No party, representative, advisor, attorney or agent has relied upon any collateral contract, agreement, assurance, promise, understanding, statement or representation not expressly set forth herein. The parties hereby absolutely, unconditionally and irrevocably waive all rights and remedies, at law and in equity, directly or indirectly arising out of or relating to, or which may arise as a result of, any Person’s reliance on any such statement or assurance.
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 one or more counterparts have been signed by each of the parties and delivered to the other party. Facsimile transmission of any signed original document shall be deemed the same as delivery of an original. At the request of any party, the parties will confirm facsimile transmission by signing a duplicate original document.
Clause type: compensation
 During the Term, Executive shall be entitled to receive compensation in accordance with this Section 3.
Clause type: headings
The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
Clause type: financing
 (a) Each of Parent and Merger Sub shall, and shall cause their respective Subsidiaries to, use reasonable best efforts to take, or shall use reasonable best efforts to cause to be taken, all actions and to do, or cause to be done, all things necessary to obtain the Debt Financing including (i) using reasonable best efforts to (A) maintain in effect the Debt Commitment Letter and in all material respects comply with all of their respective obligations thereunder and (B) negotiate, enter into and deliver the definitive agreements with respect thereto on the terms and conditions not less favorable in the aggregate, to Parent than those contained in the Debt Commitment Letter (including, as necessary, the “market flex” provisions contained in any related fee letter) by the Closing Date, and (ii) using reasonable best efforts to satisfy (or if determined advisable by Parent, obtain the waiver of) on a timely basis all conditions to obtaining the Debt Financing within Parent’s (or its Subsidiary’s) control and to comply with all of its obligations pursuant to the Debt Commitment Letters or other definitive agreements related thereto to the extent the failure to comply with such obligations would adversely impact the timing of the Closing or the availability at the Closing of sufficient aggregate proceeds of the Debt Financing to consummate the transactions contemplated by this Agreement. In the event that all conditions to funding the commitments contained in the Debt Commitment Letters have been satisfied, each of Parent and Merger Sub shall, and shall cause their respective Subsidiaries to, use reasonable best efforts to cause the Financing Sources to fund the Debt Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date. Parent shall use its reasonable best efforts to enforce all of its rights under the Debt Commitment Letters. Parent and/or Merger Sub shall pay, or cause to be paid, as the same shall become due and payable, all fees and other amounts under the Debt Commitment Letters.
Clause type: ownership_of_shares
 The Seller is the record and beneficial owner, and has sole power to vote and dispose, of the Shares. On the date hereof, the Shares constitute all of the issued and outstanding shares of Company Common Stock and such shares are owned of record and beneficially by the Seller.
Clause type: ownership_of_shares
 As of the Closing Date, American First will become the record and beneficial owner of the Escrowed Greenflag Shares. The Escrowed Greenflag Shares will be free from claims, liens or other encumbrances, except as provided under applicable federal and state securities laws. The Escrowed Greenflag Shares shall reflect 60% of the ownership equity of Greenflag.
Clause type: assignment
This Agreement may not be assigned in whole or in part by the parties hereto without the prior written consent of the other party or parties, which consent shall not be unreasonably withheld.
Clause type: assignment
This Agreement may not be assigned by any party except with the written consent of the other party hereto.
Clause type: definitions
With the exception of the definition of "Affiliate" set forth in Section 2.12(a)(i) below (which definition shall apply only to this Section 2.12), for purposes of this Agreement, the following terms shall have the meanings set forth below:
Clause type: definitions
Whenever used in this Agreement, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized:
Clause type: now
THEREFORE in consideration of the foregoing and the representations, warranties, covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
Clause type: taxes
 (i) Each of JPFI and its subsidiaries has filed all material tax returns and reports required to be filed by it (taking into account applicable extensions) and all such returns and reports are complete and correct in all mate- rial respects, or requests for extensions to file such returns or reports have been timely filed, granted and have not ex- pired, except to the extent that such failures to file, to be complete or correct or to have extensions granted that remain in effect individually or in the aggregate would not have a material adverse effect on JPFI. JPFI and each of its subsid- iaries has paid (or JPFI has paid or caused to be paid on its behalf) all taxes shown as due on such returns, and the most recent financial statements contained in the JPFI Filed SEC Documents reflect an adequate reserve in accordance with GAAP for all taxes payable by JPFI and its subsidiaries for all tax- able periods and portions thereof accrued through the date of such financial statements.
Clause type: assignment
This Agreement may not be assigned by the Executive, but may be assigned by the Company to any successor to its business and will inure to the benefit and be binding upon any such successor.
Clause type: taxes
 (a) All payments made under the Loan Documents by any Loan Party shall, except to the extent required by applicable law, be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (including interest, additions to tax and penalties related thereto), now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (“Taxes”), excluding (i) net income taxes, capital taxes and franchise taxes (imposed in lieu of net income taxes) imposed on any Agent or any Lender (which term shall include any Issuing Lender and any Conduit Lender for purposes of this Section 4.10) as a result of a present or former connection between such Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax (other than any such connection arising solely from such Agent or such Lender having executed, delivered, enforced, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, and/or engaged in any other transaction pursuant to, any Loan Documents), (ii) any Taxes that are attributable to such Lender’s failure to comply with the requirements of paragraph (e) of this Section, (iii) in case of a Foreign Lender, any United States federal withholding Taxes imposed on amounts payable to such Lender pursuant to a law in effect at the time such Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Lender’s assignor (if any) was entitled immediately prior to the assignment to such Lender, or such Lender was entitled immediately before it designated a new lending office, to receive additional amounts from any Loan Party with respect to such Non-Excluded Taxes pursuant to this Section 4.10(a) or (iv) any United States federal withholding Taxes imposed under FATCA (any such non-excluded Taxes, “Non-Excluded Taxes”, and any such excluded Taxes imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document, “Excluded Taxes”). If any Non-Excluded Taxes or Other Taxes are required to be withheld or deducted from or are otherwise imposed in respect of any amounts payable to any Agent or any Lender under any Loan Document, (i) the applicable withholding agent shall make such withholding or deduction, (ii) the applica...
Clause type: loans
 As of December 31, 2012, the Company has an outstanding loan of three hundred fifty nine three hundred fifty four U.S. dollars ($359,354) from Andain Inc.
Clause type: termination
Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the transactions provided for herein abandoned at any time prior to the Closing Date:
Clause type: ownership_of_shares
 As of the date hereof, the Key Stockholder is the sole beneficial owner of [ ] Shares. Such Shares constitute all the shares of the Company Common Stock owned beneficially or of record by the Key Stockholder and are held by the Key Stockholder, or by a nominee or custodian for the benefit of the Key Stockholder, free and clear of all liens, security interests, pledges, agreements, claims, charges or encumbrances (“Encumbrances”), except for Encumbrances arising under this Agreement. Except for this Agreement, the Key Stockholder is not a party to any voting trust, proxy or other agreement or understanding with respect to the voting of any capital stock of the Company.
Clause type: loans
 Subject to the provisions of this Section 4.1, at the election of the Borrowers, the aggregate principal balance of the Loans or any portion thereof shall bear interest at: