bhaskrr/legal-clauses huggingface dataset:
Clause type: taxes
 (a) All payments made by the Company under this Agreement shall be made free and clear of, and without reduction for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding, in the case of the Administrative Agent, the Collateral Agent and each Lender, (i) income and franchise taxes imposed on the Administrative Agent, the Collateral Agent or such Lender by the jurisdiction under the laws of which it is organized or any political subdivision or taxing authority thereof or therein, or by the jurisdiction of the principal office of the Administrative Agent, the Collateral Agent or such Lender or the office of such Lender from which it is making its Loans or any political subdivision or taxing authority thereof or therein, and (ii) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (i) above (all such non-excluded Taxes being called “Non-Excluded Taxes”). If any Non-Excluded Taxes are required to be withheld from any amounts payable to the Administrative Agent, the Collateral Agent, or any Lender hereunder, under the Notes or in respect of any Loan, the amounts so payable to it shall (without any obligation on the part of the Company to pay such amounts ratably in accordance with the provisions of Section 7.5) be increased to the extent necessary to yield to the Administrative Agent, the Collateral Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the Notes. Whenever any Non-Excluded Taxes or Other Taxes are payable by the Company, as promptly as possible thereafter, the Company shall send to the Administrative Agent, for its own account or for the account of the Collateral Agent, or such Lender, as the case may be, a certified copy of an original official receipt showing payment thereof. If the Company fails to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Company shall indemnify the Administrative Agent, the Collateral Agent and the Lenders for any incremental taxes, interest or penalties that may become payab...
Clause type: loans
 The Borrower will use the aggregate proceeds of all Loans ----- directly or indirectly: (a) to fund Capital Expenditures and investments of the Borrower and its Subsidiaries; (b) for working capital needs and other general corporate purposes of the Borrower and its Subsidiaries which do not otherwise conflict with this Section 2.10(a) (including, without limitation, the payment --------------- of fees and expenses incurred in connection with execution and delivery of this Agreement and the other Loan Documents) the execution and delivery of this Agreement and the other Loan Documents); and (c) to finance acquisitions and investments permitted hereunder.
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of 50,000,000 shares of Common Stock and 1,000,000 shares of preferred stock. At March 17, 1998, there was outstanding 27,823,317 shares of Common Stock and 0 shares of preferred stock. At February 28, 1998, the Company had outstanding 5,037,121 options to purchase shares of Common Stock, which options were duly granted pursuant to the 1991 Stock Incentive Plan, 1995 Stock Incentive Plan, 1996 Stock Incentive Plan, 1997 Non-Qualified Stock Option Plan, 1997 Stock Option Plan and outside of any such plans. Each such plan has been duly approved by the Board of Directors and, except for the 1997 Non-Qualified Stock Option Plan, stockholders of the Company. 5,315,505 shares of Common Stock are reserved for issuance upon exercise of such options, 6,106,617 shares of Common Stock are reserved for issuance upon conversion of the Company's 5.5% Subordinated Convertible Debentures due 2006. 500,000 Shares of preferred stock are reserved for issuance upon exercise of the Rights distributed to holders of Common Stock pursuant to the Rights Agreement, 1,124,184 shares of Common Stock are reserved for issuance under the Company's Dividend Reinvestment and Stock Purchase Plan and 562,500 shares of Common Stock are reserved for issuance under the Company's Stock Purchase Plan.
Clause type: representations
and Warranties. All of the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Time as though made on and as of the Effective Time (except for representations and warranties that (i) expressly speak only as of a specific date or time which need only be true and correct as of such date and time and (ii) by their terms are qualified by materiality or any analogous limitation on scope which, for purposes of this Section 6.2(a), shall have to be true and correct in all respects), and CSLC shall have received a certificate signed on behalf of the Company by its chief executive officer or the chief financial officer to such effect.
Clause type: insurance
The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the business in which the Company is engaged. The Company has not been refused any insurance coverage sought or applied for, the refusal of which would reasonably be expected to have a Material Adverse Effect. The Company has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect.
Clause type: now
THEREFORE in consideration of the premises and for other good and valuable consideration given to each party hereto, the receipt of which is hereby acknowledged, the parties agree as follows:
Clause type: payment
 8.1. We may issue interim bills during the course of your matter and a final bill will be sent to you at the conclusion of your matter. Our bills should be paid within 14 days of issue (unless otherwise stated) and if payment is not made we reserve the right to suspend acting for you until full payment is received or decline to act for you further. If we cease acting for you we will render a final bill for any work carried out to that point.
Clause type: now
THEREFORE in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
Clause type: whereas
the Interim Eligible Lender Trustee is an “eligible lender” within the meaning of Section 435(d) of the Higher Education Act and is willing to hold legal title to the Interim Trust Loans on behalf and for the benefit of the Depositor.
Clause type: whereas
the Company has duly authorized the issue from time to time of its senior debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture and to provide, among other things, for the authentication, delivery and administration thereof, the Company has duly authorized the execution and delivery of this Indenture; and
Clause type: entire
Agreement. Except as otherwise expressly provided herein, this Agreement and the other documents described or contemplated herein will embody the entire agreement and understanding among the parties hereto and thereto and supersede all prior agreements and understandings relating to the subject matter hereof and thereof.
Clause type: loans
 (a) Subject to the terms and conditions set forth herein and in the Credit Agreement, (i) each Additional Term Lender hereby agrees, severally and not jointly, to make an Additional Term Loan to the Borrower on the Amendment Effective Date in an aggregate principal amount not to exceed the amount set forth opposite its name on Schedule I hereto (it being agreed that the Additional Term Loans made on the Amendment Effective Date shall be funded at 99.50% of the principal amount thereof, and notwithstanding such discount, all calculations hereunder with respect to such Additional Term Loans, including the accrual of interest and the repayment of interest and the repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof), and (ii) from and after the making of the Additional Term Loans and the application of the proceeds thereof on the Amendment Effective Date, (A) each Additional Term Loan shall be a “Closing Date Loan” and a “Loan”, (B) each person that holds Additional Term Loans from time to time shall be a “Lender”, in each case, for all purposes under the Credit Agreement (as amended hereby) and the other Loan Documents. Without limiting the foregoing, the Borrower hereby unconditionally promises to repay the Closing Date Loans (including the Additional Term Loans) in accordance with the Credit Agreement. Amounts borrowed as Additional Term Loans and subsequently repaid may not be reborrowed.
Clause type: confidentiality
MSS agrees that it will, on behalf of itself and its officers and employees, treat all transactions contemplated by this Agreement, and all other information germane thereto, as confidential and not to be disclosed to any person except as may be authorized by the Trust.
Clause type: capitalization
 The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and nonassessable and, other than as disclosed in the Registration Statement or the Prospectus, are not subject to any preemptive rights, rights of first refusal or similar rights. The Company has an authorized, issued and outstanding capitalization as set forth in the Registration Statement and the Prospectus as of the dates referred to therein (other than the grant of additional options under the Company’s existing stock option plans, or changes in the number of outstanding shares of Common Stock of the Company due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, Common Stock outstanding on the date hereof) and such authorized capital stock conforms to the description thereof set forth in the Registration Statement and the Prospectus. The description of the securities of the Company in the Registration Statement and the Prospectus is complete and accurate in all material respects. Except as disclosed in or contemplated by the Registration Statement or the Prospectus, as of the date referred to therein, the Company does not have outstanding any options to purchase, or any rights or warrants to subscribe for, or any securities or obligations convertible into, or exchangeable for, or any contracts or commitments to issue or sell, any shares of capital stock or other securities.
Clause type: ownership_of_shares
 As of the date hereof, none of the Parent, the Sub or their affiliates beneficially owns (within the meaning of Rule l3d-3 under the Exchange Act) any Shares.
Clause type: investments
 (1) pursuant to Permitted Acquisitions (including any Investments held by a person that becomes a Company through such Permitted Acquisition at the time thereof);
Clause type: insurance
36.1. The Contractor must effect and maintain with a reputable insurance company:
Clause type: confidentiality
a. Except as expressly authorized in this Agreement or as required by applicable law, regulation or court order, each party hereto and its affiliates (each, for purposes of this section, the “Recipient Party”) shall keep confidential and shall not use or disclose, except with the consent of the other party hereto (each, for purposes of this section, the “Disclosing Party”), any and all non-public, proprietary or confidential information concerning the business of the Disclosing Parties and/or their affiliates or investors, or potential investors, therein obtained in connection with the services rendered under this Agreement, including, without limitation, Portfolio Information (the “Information”); provided that the Recipient Party may make such disclosure to its directors, officers, partners, employees, agents, advisors, service providers, potential financing counterparties or representatives, including legal and compliance personnel (collectively, the “Representatives”) who (i) need to know the Information in connection with this Agreement, (ii) have been informed of the confidential nature of such Information and (iii) have been advised that such Information is to be kept confidential and not used for any other purpose. Notwithstanding the foregoing, the Trust and the Adviser shall be permitted to disclose Portfolio Information to any third party in connection with the operation of the Fund, provided that such third party has been advised that such Information is to be kept confidential and the Adviser shall not identify the securities and other instruments held in the Allocated Portion as specifically attributable to the Allocated Portion or the Sub-Adviser in any disclosure of such Portfolio Information (except for disclosures to Representatives). The term “
Clause type: ownership_of_shares
 Except as set forth in the Schedule 13D filed by WCAS with the SEC on October 20, 1998, as amended on January 6, 1999, with respect to its ownership of certain shares of Company Common Stock and certain Company Debt, none of WCAS, HCCP, Newco or their affiliates beneficially own (within the meaning of Rule 13d-3 under the Exchange Act) shares of Company Common Stock or any principal amount of Company Debt.
Clause type: ownership_of_shares
 Sellers are the record and beneficial owners of the Shares, free and clear of all liens, claims, and encumbrances. Schedule 2.1 sets forth a true and accurate list of the names and addresses of all Sellers, together with the number of shares that each Seller owns in the individual Corporations. The Shares constitute all of the issued and outstanding capital stock of the individual Corporations. Upon delivery to SFO at closing of the certificates representing the Shares, duly endorsed by the appropriate Seller for transfer to SFO, SFO shall be the lawful owner of the Shares, free and clear of all liens, security interests, claims or encumbrances. There are no shareholders agreements, voting trusts, agreements, or proxies with respect to the Shares.
Clause type: representations
and Warranties. The representations and warranties of the Company (i) set forth in Section 3.2 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing as if made at such time, (ii) set forth in Sections 3.1, 3.3, 3.7(ii) and 3.18 shall be true and correct as of the date of this Agreement and as of the Closing as if made at such time and (iii) set forth in Article III (other than those described in clauses (i) and (ii) above) shall be true and correct as of the date of this Agreement and as of the Closing as if made at such time without giving effect to the words “materially” or “material” or to any qualifications based on such terms or based on the defined term “Company Material Adverse Effect,” except, in the case of this clause (iii) where the failure of such representations and warranties to be true and correct, in the aggregate, does not constitute a Company Material Adverse Effect; provided that representations and warranties made as of a specific date (whether referred to in clause (i), (ii) or (iii) above) shall be required to be so true and correct (subject to such qualifications) as of such date only.
Clause type: investment-company-act
 The Company will take such steps as shall be necessary to reasonably ensure that neither the Company nor the Operating Partnership shall become an “investment company” as such term is defined under the Investment Company Act.
Clause type: taxes
 (a) Except as may be set forth in the RELP Disclosure Letter, RELP (i) has timely filed all federal, state and foreign tax returns including, without limitation, information returns and reports required to be filed by it for tax periods ended prior to the date of this Agreement or requests for extensions have been timely filed and any such request has been granted and has not expired and all such returns are accurate and complete in all material respects, (ii) has paid or accrued all taxes shown to be due and payable on such returns or which have become due and payable pursuant to any assessment, deficiency notice, 30-day letter or other notice received by it and (iii) has properly accrued all taxes for such periods and periods subsequent to the periods covered by such returns. RELP has not received notice that the federal, state and local income and franchise tax returns of RELP has been or will be examined by any taxing authority. RELP has not executed or filed with the Internal Revenue Service (the "IRS") or any other taxing authority any agreement now in effect extending the period for assessment or collection of any income or other taxes.
Clause type: ownership_of_shares
 On the date of this Agreement, the Owned Shares set forth opposite the Shareholder’s name on Schedule 1 are owned beneficially by the Shareholder and include all of the Owned Shares owned beneficially by the Shareholder, free and clear of any Liens that would prevent the Shareholder from tendering the Owned Shares in accordance with this Agreement or complying with the Shareholder’s other obligations under this Agreement. As of the date of this Agreement, the Shareholder does not own, beneficially or otherwise, any securities of PhotoWorks other than the Common Shares set forth on Schedule 1, and does not have any right to acquire any securities of PhotoWorks other than pursuant to the options, warrants and/or convertible securities as set forth on Schedule 1. As of the date of this Agreement, the Shareholder has, and as of immediately prior to the expiration of the Offer the Shareholder will have, sole voting power, sole dispositive power, sole power to issue instructions with respect to the matters set forth herein, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Owned Shares and is and will be entitled to dispose of the Owned Shares.
Clause type: counterparts
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.
Clause type: base-salary
 During the Employment Period, the Executive's ----------- base salary shall be $300,000 per annum (the "Initial Base Salary"), ------------------- which salary shall be paid by Pen-Tab in regular installments in accordance with Pen-Tab's general payroll practices and shall be subject to customary withholding. During the Employment Period, effective on each anniversary of the date hereof, Executive's Initial Base Salary shall be adjusted to an amount equal to Executive's Initial Base Salary multiplied by a fraction (i) the numerator of ------------- which is the Index for the calendar month in which such anniversary falls and (ii) the denominator of which is the Index for January, 1997 (the Initial Base Salary as may be adjusted shall be referred to herein as the "Base Salary"). For purposes of this ----------- Agreement, "Index" in any particular month shall mean the United States Department of Labor All Cities Consumer Price Index, as published by the United States Department of Labor, Bureau of Labor Statistics. If the Index is not published by the Bureau of Labor Statistics or another governmental agency at any time, then such calculation shall be made using the most closely comparable statistics on the purchasing power of the consumer dollar as published by a responsible financial authority selected in good faith by the Board.
Clause type: grant_of_option
 The Grant Date, Exercise Price and number of Shares subject to your Option are stated on page 1 of this Award Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2012 Plan.
Clause type: payment
 3.8.1 Upon Medical Practice’s execution of this Agreement, if Medical Practice has elected to make the Advance Payment, Medical Practice shall deliver a payment to Modernizing Medicine equal to the amount of the Advance Payment (the “Initial Payment”). Except to the extent that the Medical Practice has made an Advance Payment of such Fees, the applicable monthly Physician Services Fees, Physician Extender Services Fees and Support Fees, if any, shall be due in advance beginning on the Software Delivery Date and on each monthly anniversary of the Software Delivery Date thereafter (provided, that, to the extent that the applicable month does not have a day that is the same day of the month as the Software Delivery Date, then the last day of such month) (the “Monthly Anniversary Date”). The Fax Fees and Excess Data Storage Use Fees, if any, will be invoiced and charged monthly, based on Medical Practice’s prior month’s usage.
Clause type: headings
Headings and captions are for convenience only and are not to be used in the interpretation of this Agreement.
Clause type: indemnification
(a) To the fullest extent permitted by applicable law, and without in any way limiting the indemnification provisions set forth in the Amended and Restated Certificate of Incorporation or the Second Amended and Restated By-Laws of NRG Energy, Inc., or any successor governing documents, each Covered Person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, she or it is or was a Covered Person or, while a Covered Person, is or was serving at the request of the Company or any parent or subsidiary of the Company as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another limited liability company or of a partnership, joint venture, corporation, trust or other entity or enterprise, including service with respect to an employee benefit plan (an “Indemnitee”) shall be indemnified and held harmless by the Company to the fullest extent authorized by the Act, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys’ fees and costs, judgments, fines, excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith. Such indemnification shall continue as to an Indemnitee who has ceased to be a director, officer, employee, partner, member, manager, fiduciary, agent, or Covered Person, and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except with respect to Proceedings to enforce rights to indemnification or advance of expenses, the Company shall not indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee except to the extent such Proceeding (or part thereof) was authorized in writing by the Majority Members.
Clause type: payment
 Amounts owing hereunder that accrue in a given month shall be payable at the end of such month, accrued on a daily basis, or in accordance with the customary payment practices of each Fund.
Clause type: taxes
 Taxes and corporate fees payable by the Trust to federal, state or other governmental agencies and the expenses incurred in the preparation of all tax returns;