bhaskrr/legal-clauses huggingface dataset:
Clause type: loans
 The aggregate Loans to be made by the Banks hereunder. Majority Banks. As of any date, the Bank or Banks whose aggregate Commitment Percentage is equal to or greater than sixty-six and two-thirds percent (66.67%).
Clause type: capitalization
 (a) The authorized capital stock of the Company, immediately prior to the Closing, consists of (i) 40,600,000 shares of Common Stock, par value $0.00001 per share, 3,975,601 shares of which are issued and outstanding, and (ii) 27,690,392 shares of Preferred Stock, par value $0.00001 per share, of which 4,673,827 are designated Series A Preferred Stock, 4,655,770 of which are issued and outstanding, of which 7,066,565 are designated Series B Preferred Stock, 7,036,465 of which are issued and outstanding, and of which 15,950,000 are designated Series C Preferred Stock, 14,997,104 of which are issued and outstanding.
Clause type: base-salary
 As long as Executive satisfactorily performs all of his obligations under this Agreement, the Company shall pay Executive an annual base salary, payable in equal installments on the Company's regular payroll dates. As of this date, Executive's annual base salary has been set at $500,000. On an annual basis, the Company shall review Executive's salary, but shall be under no obligation to increase Executive's salary. Executive authorizes the Company to take such deductions and withholdings from his salary as are required by law, directed by Executive, or as reasonably directed by the Company for its employees, which deductions shall include, without limitation, withholding for federal and state income taxes and social security.
Clause type: assignment
This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided that either Party may assign this Agreement to a purchaser of all or substantially all of the properties and assets of such Party so long as such purchaser expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning Party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning Party to be performed or observed.
Clause type: ownership_of_shares
 Schuyler is the registered and beneficial holder of all of the issued and outstanding shares of Studios, free and clear of all Liens. EGHI is the registered and beneficial owner of all the issued and outstanding shares of the EGHI Subsidiaries, free and clear of all Liens. Pictures is the registered and beneficial owner of all the issued and outstanding shares of ESPI, free and clear of all Liens. No Person other than the Purchaser has, or has or will have at the Closing Time, any right capable of becoming, any agreement, option, right or privilege for the purchase or other acquisition from the Vendors of the Purchased Shares or any other shares of the Purchased Entities and there are no Claims in progress, pending or to the knowledge of the Vendors, threatened against or affecting the title of the Vendors to the Purchased Shares at law or in equity. There are no restrictions of any kind on the transfer of the Purchased Shares other than in accordance with the Constating Documents. The Purchased Shares have been validly issued in compliance with Applicable Law and are fully paid and non-assessable.
Clause type: miscellaneous
(a) The paragraph headings in this Lease are used only for convenience in finding the subject matters and are not part of this Lease or to be used in determining the intent of the parties or otherwise interpreting this Lease.
Clause type: now
THEREFORE in consideration of any loan or advance or grant of credit heretofore or hereafter made to or for the account of Borrowers by Agent and Lenders, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Clause type: investments
 So long as the Escrow Agent is holding the Escrow Cash or any other funds or cash in the Escrow Fund in accordance with this Escrow Agreement, it shall invest such Escrow Cash, funds or cash in Class B Shares of the Dreyfus General Money Market Fund. All income and earnings from the investment of the Escrow Cash shall be credited to, and become a part of, the Escrow Fund, and any losses on any such investments shall be debited to the Escrow Fund. The Escrow Agent shall have no duty, responsibility or obligation to invest any funds or cash held in the Escrow Fund other than in accordance with this Section 3(e). The Escrow Agent shall have no liability or responsibility for any investment losses, including without limitation any market loss on any investment liquidated (whether at or prior to maturity) in order to make a payment required under this Escrow Agreement. The Escrow Agent may, in making or disposing of any investment permitted by this Escrow Agreement, deal with itself, in its individual capacity, or any of its affiliates, whether or not it or such affiliate is acting as a subagent of the Escrow Agent or for any third person or dealing as principal for its own account.
Clause type: foreign_investors
 The undersigned hereby represents and warrants that the undersigned is not (i) named on the list of “specially designated nationals” or “blocked persons” maintained by the U.S. Office of Foreign Assets Control (“OFAC”) at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time, (ii) an agency of the government of a Sanctioned Country, (iii) an organization controlled by a Sanctioned Country, (iv) a person residing in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC, (v) a person who owns more than fifteen percent (15%) of its assets in Sanctioned Countries, or (vi) a person who derives more than fifteen percent (15%) of its operating income from investments in, or transactions with, sanctioned persons or Sanctioned Countries. A “Sanctioned Country” means a country subject to a sanctions program identified on the list maintained by OFAC and available at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time.
Clause type: esop
 With respect to the ESOP: (i) take all necessary actions to preserve and keep the ESOP in effect and comply in all material respects with the terms of the ESOP Plan and the ESOP Loan; (ii) comply in all material respects with the Code and ERISA as applicable to the ESOP and with all other laws and regulations applicable thereto, (iii) furnish to the Lender as soon as practicable, copies of the ERISA annual reports, IRS determination letter, notices, financial statements and repurchase liability studies; (iv) permit the Lender to examine the books, records and other documents relating to the properties and affairs of the ESOP in the possession of Borrower which it has authority to disclose and to make memoranda and extracts from such books, records and other documents, and discuss with any representative of the Lender the affairs, finances and accounts of the ESOP; (v) take all necessary actions to cause and permit the ESOP to pay and discharge from the assets of the ESOP all taxes, fees, assessments and governmental charges or levies imposed upon the ESOP, or upon the ESOP's income or profits or upon any of the property of the ESOP prior to the date on which penalties attach thereto, and pay all lawful claims which, if unpaid, might become a Lien; (vi) promptly give notice in writing to the Lender of any late contribution to the ESOP or of any late filing of an annual report or other document required to be filed with a Governmental Agency or of any litigation involving the ESOP of which Borrower has knowledge and of any other matter of which Borrower has knowledge which has a substantial likelihood of materially adversely affecting the financial condition, affairs or operations of the ESOP or of Borrower, stating, to the extent of Borrower's knowledge thereof, the nature thereof, and the course of action proposed to be taken in connection therewith, if any; (vii) operate the ESOP to meet the requirements of (A) Section 410(b) of the Code, relating to non-discrimination in participation, (B) Section 401(a)(4) of the Code, relating to prohibited discrimination in favor of officers, shareholders or highly compensated employees, and (C) Section 401(a)(28) of the Code, relating to diversification of investments and use of an independent appraiser; (viii) in the event that the ESOP is amended and such amendment could affect the tax qualified status of the ESOP or its status as an employee stock ownership plan, take all necessary actions to apply for and obtain ...
Clause type: representations
and Warranties. SECTION 4.01. Representations and Warranties of the Borrower. The Borrower represents and warrants as follows:
Clause type: loans
 (a) Subject to the terms and conditions set forth herein, each Existing Loan shall continue to be outstanding and, on and as of the Closing Date, constitute term loans hereunder (the “Loans”).
Clause type: assignment
This Agreement may not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld.
Clause type: interest
 (a) The Borrower agrees to jointly and severally pay to the Administrative Agent on behalf of the Lenders interest on the daily outstanding principal balance of (i) the Base Rate Loans at the Base Rate from time to time in effect, plus the Applicable Base Rate Margin (provided, however, at no time shall such all-in interest rate for this subsection (i) be less than five and one-quarter percent (5.25%) per annum), and (ii) the Libor Loans at the Libor Rate; provided, however, that notwithstanding any other term or provision of this Agreement to the contrary, (x) immediately following the occurrence and during the continuance of an Event of Default relating to Sections 11.1(a), (h), (i) or (j) hereof, and (y) unless the Required Lenders otherwise direct in writing, upon Administrative Agent’s demand following the occurrence and during the continuance of any other Event of Default, in each case, Borrower agrees to and shall pay to Administrative Agent on behalf of Lenders interest on the outstanding principal balance of the Loans at the per annum rate of two percent (2.0%) plus the rate otherwise payable hereunder with respect to such Loans (the “Default Rate”).
Clause type: representations
and Warranties. The representations and warranties made by Buyer in Article V shall be true in all material respects on and as of the Closing Date (except for any such representations and warranties that are qualified by materiality or Material Adverse Effect which shall be true and correct in all respects) as though made on and as of the Closing Date (except those representations and warranties that address matters only as of a specified date, the truth and correctness of which shall be determined as of that specified date).
Clause type: interest
 The Loan shall bear interest (“Interest”) from the date of payment by the Lender until the Maturity Date (as defined below) at the Interest Rate (calculated on the basis of the actual number of days elapsed over a year of 360 days). Interest is payable by the Company on a monthly basis in arrears on the first Business Day of the month. Notwithstanding anything to the contrary, in no event shall the Interest Rate be less than 12.00% per annum, nor shall the Interest Rate be adjusted to exceed the maximum amount permitted by applicable law.
Clause type: financing
 Form of Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Form S-4 Registration Statement . . . . . . . . . . . . . . . . . . . . . . Fractional Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Funding Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Governmental Entity . . . . . . . . . . . . . . . . . . . . . . . . . . . . Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hazardous Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . HSR Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . include . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . includes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . including . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indemnifiable Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indemnitees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Independent Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . Initial Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interim Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Joint Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . knowledge of the Company . . . . . . . . . . . . . . . . . . . . . . . . . Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Licenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . made available . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Maryland Department . . . . . . . . . . . . . . . . . . . . . . . . . . . . Material Adverse Effect . . . . . . . . . . . . . . . . . . . . . . . . . . Maximum Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Merger Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . Merrill Lynch . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Metropolitan Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . MGCL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . New York Courts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-Cash ...
Clause type: board
 3.13 Any one Shareholder must not nominate more than one of the Directors unless:
Clause type: payment
 All Distributions will be made to Members owning Units on the date of record, such date being the Business Day immediately preceding the date of Distribution, as reflected on the books of the Company.
Clause type: dividends
 (a) Holders shall be entitled to receive dividends of the type and in the amount determined as set forth in this Section 4 (such dividends, “Dividends”).
Clause type: investment-company-act
 Seller is not an “investment company,” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. In determining that Seller is not a “covered fund”, Seller is entitled to rely on the exemption from the definition of “investment company” set forth in Section 3(c)(5) of the Investment Company Act, as amended, and may be able to rely on other exemptions or exclusions.
Clause type: base-salary
 During the Term, the Company shall pay to the Executive an annual base salary (“Base Salary”) of at least $392,141, less applicable and authorized deductions, subject to review annually for appropriate increases by the Board pursuant to the normal performance review policy for senior level executives. The Base Salary shall be payable in accordance with the Company’s payroll schedule.
Clause type: interest
 Except as provided in Section 2.6(d) and Section 2.6(g), the principal amount of each Advance shall bear interest as a Floating Rate Advance.
Clause type: definitions
Unless a different meaning is plainly implied by the context, the following terms as used in this Agreement shall have the following meanings:
Clause type: entire
Agreement. This Agreement, together with the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement shall affect or be used to interpret, change or restrict, the express terms and provisions of this Agreement, provided, however, in any event, this Agreement shall be subject to and governed by the Plan.
Clause type: taxes
 The Company and each subsidiary has filed all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to Section 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to Section 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corpora...
Clause type: entire
Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.
Clause type: confidentiality
Contractor agrees to maintain the confidentiality of all County and County-related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this Contract. All such records and information shall be considered confidential and kept confidential by Contractor and Contractor’s staff, agents and employees.
Clause type: termination
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before February 9, 2007; provided, however, that no such termination will affect the right of any party to sue for any breach by the other party (or parties).
Clause type: board
 Upon the earlier of the Closing or the Maturity Date (as defined in the Bridge Notes), the Company and RXi shall take such actions as are necessary to provide that the Board of Directors of the Company will consist of three members, who shall be Mark Ahn, Kevin Tang and Roderick Wong. Each of these directors shall also have tendered their conditional resignations, which will become effective with respect to all three initial directors upon the affirmative vote of two-thirds of the directors, upon the appointment of a new Board of Directors of the Company consisting solely of independent directors, as determined in accordance with NASDAQ Marketplace Rule 5605(a)(2); provided, however, that the Chief Executive Officer or other senior officer of the Company may serve as one of the members of the Board of Directors of the Company.
Clause type: stock_option
 With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (ii) each such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of The Nasdaq Global Select Market (the “Nasdaq Market”) and any other exchange on which Company securities are traded, and with an exercise price per share not less than the Grant Date fair market value of the underlying shares and (iii) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company’s filings with the Commission, to the extent required.
Clause type: payment
 Subscriber shall make payment for the Shares to an account designated by the Company in an amount equal to the Purchase Price by wire transfer of immediately available funds at or prior to the Closing.
Clause type: representations
and Warranties. The Borrower and Guarantors hereby represent and warrant to the Administrative Agent and the Lenders that (a) this Amendment has been duly executed and delivered on behalf of the Borrower and Guarantors, (b) this Amendment constitutes a valid and legally binding agreement enforceable against the Borrower and Guarantors in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, (c) the representations and warranties contained in the Credit Agreement and the Loan Documents are true and correct on and as of the date hereof in all material respects as though made as of the date hereof, (d) no Default or Event of Default exists under the Credit Agreement or under any Loan Document and (e) the execution, delivery and performance of this Amendment has been duly authorized by the Borrower and Guarantors.
Clause type: counterparts
This Agreement may be executed (including, without limitation, by facsimile signature) in one or more counterparts, with the same effect as if the parties had signed the same document. Each counterpart so executed shall be deemed to be an original, and all such counterparts shall be construed together and shall constitute one agreement.
Clause type: investments
 No Company may make any Investments except the following (the "PERMITTED INVESTMENTS"):