bhaskrr/legal-clauses huggingface dataset:
Clause type: investments
 On the Closing Date, and thereafter from time to time prior to the Facility Termination Date, on request of a Seller for an Investment in accordance with Section 1.2(a), the Purchaser, in accordance with Section 1.2(b), shall pay to such Seller the amount of Capital in the Approved Currency requested by such Seller under Section 1.2(a). Each such payment is herein referred to as an “Investment”.
Clause type: interest
 This Security will bear interest from December , 2004 or from the most recent date to which interest has been paid or duly provided for, semi-annually in arrears on June 9 and December 9 of each year (each, an “Interest Payment Date”), subject to Section 17.13 of the Indenture, commencing June 9, 2005, at the rate per annum equal to 0.5%. Interest on this Security shall be calculated on the basis of a 360-day year and the actual number of days elapsed during the related Interest Period. Interest payable on this Security on any Interest Payment Date will include interest for the immediately preceding Interest Period. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1, as the case may be, immediately preceding the relevant Interest Payment Date. Any interest that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the registered Holder hereof on the relevant Regular Record Date by virtue of having been such Holder, and may be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Issuer, notice whereof shall be given to the Holders of Securities not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.
Clause type: investments
 Purchase or acquire obligations or Equity Interests of, or any other interest in, any Person, except (a) obligations issued or guaranteed by the United States of America or any agency thereof, (b) commercial paper with maturities of not more than 180 days and a published rating of not less than A-1 or P-1 (or the equivalent rating), (c) certificates of time deposit and bankers' acceptances having maturities of not more than 180 days and repurchase agreements backed by United States government securities of a commercial bank if (i) such bank has a combined capital and surplus of at least $500,000,000, or (ii) its debt obligations, or those of a holding company of which it is a Subsidiary, are rated not less than A (or the equivalent rating) by a nationally recognized investment rating agency, (d) U.S. money market funds that invest at least 95% of their assets in obligations of the types referred to in clauses (a) through (c) above, (e) purchases and acquisitions by a Borrower or a Guarantor of obligations or Equity Interests of, or interests in, a then-existing Borrower, (f) purchases and acquisitions by a Borrower or a Guarantor of obligations or Equity Interests of, or interests in, a then-existing Subsidiary of a Borrower (so long as such Subsidiary is otherwise permitted hereunder and is a Guarantor), (g) obligations, Equity Interests or other interests received in connection with a sale, lease or other disposition permitted under Section 4.3(c), (h) obligations, Equity Interests or other interests received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and disputes with, customers and suppliers arising in the Ordinary Course of Business, (i) Interest Rate Hedges not otherwise prohibited hereunder, (j) extensions of trade credit in the Ordinary Course of Business and (k) Permitted Acquisitions, provided that any Person acquired pursuant thereto becomes a Borrower or Guarantor.
Clause type: investment-company-act
 Neither Seller nor Guarantor nor any of their respective Subsidiaries is an “investment company”, or a company “controlled” by an “investment company,” within the meaning of the 1940 Act.
Clause type: interest
 (a) Subject to Section 2.14, the outstanding principal balance of the Loans shall bear interest from time to time at a rate per annum equal to:
Clause type: ownership_of_shares
 The Corporation shall be entitled to treat the holder of record of any share or shares of capital stock of the Corporation as the owner in fact thereof at that time for purposes of voting such shares, receiving distributions thereon or notices in respect thereof, transferring such shares, exercising rights of dissent, exercising or waiving any preemptive rights, or giving proxies with respect to such shares; and, neither the Corporation nor any of its officers, directors, employees, or agents shall be liable for regarding that person as the owner of those shares at that time for those purposes, regardless of whether or not that person possesses a certificate for those shares.
Clause type: headings
The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, AEGLEA BIOTHERAPEUTICS, INC. By: /s/ Charles N. York II Name: Charles N. York II Title: Chief Financial Officer Accepted: As of the date first written above J.P. MORGAN SECURITIES LLC EVERCORE GROUP L.L.C. PIPER SANDLER & CO. For themselves and on behalf of the several Underwriters listed in Schedule 1 hereto. J.P. MORGAN SECURITIES LLC By: /s/ Ben Burdett Name: Ben Burdett Title: Managing Director EVERCORE GROUP L.L.C. By: /s/ Maren Winnick Name: Maren Winnick Title: Senior Managing Director PIPER SANDLER & CO. By: /s/ Neil Riley Name: Neil Riley Title: Managing Director J.P. Morgan Securities LLC 5,519,762 6,446,998 Evercore Group L.L.C. 2,453,227 2,865,332 Piper Sandler & Co. 2,453,227 2,865,332 JonesTrading Institutional Services LLC 613,307 716,333 Needham & Company, LLC 613,307 716,333 Total 11,652,830 13,610,328 AECase, Inc. AEMase, Inc. AERase, Inc. Aeglea Biotherapeutics UK Limited ANNEX A
Clause type: ownership_of_shares
 Such Selling Stockholder is the lawful owner of the Shares to be sold by such Selling Stockholder pursuant to this Agreement and has, and on the Closing Date and the Additional Closing Date, as the case may be, will have, good and valid title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests, equities, and claims whatsoever.
Clause type: loans
 2.1 Lender shall, in its discretion, make loans to Borrower from time to time, at Borrower's request, which loans in the aggregate shall not exceed (i) the lesser of (a) $2,000,000 or (ii) an amount equal to (a) seventy five percent (75%) of the Net Amount of Eligible Receivables which have been validly assigned to Lender and in which Lender holds a perfected security interest pursuant to the terms hereof ranking prior to and free and clear of all interests, claims, and rights of others; plus (b) the lesser of (1) $400,000 or (11) the lesser of (x) thirty-five percent (35%) of Eligible Inventory consisting of finished goods inventory, or (Y) seventy five percent (75%) of the appraised liquidation or auction sale value of Eligible Inventory consisting of finished goods inventory, as determined by an appraiser acceptable to Lender, plus (c) the lessee of (i) $375,000; or (ii) seventy five percent (75%)of the appraised liquidation value of eligible and unencumbered machinery, equipment, furniture and fixtures, as determined by an appraiser acceptable to Lender. The making of any loan in excess of the percentages set forth above shall not modify such percentage or create any obligation to make any further such loan. All loans (and all other amounts chargeable to Borrower under this Agreement or any supplement hereto) shall be charged to a Loan Account in Borrower's name on Lender's books. Lender shall render to Borrower each month a statement of the Loan Account (and all credits and charges thereto) which shall be considered correct and accepted by Borrower and conclusively binding upon Borrower as an account stated except to the extent that Lender receives a written notice by registered mail of Borrower's exceptions within 30 days after such statement has been mailed by ordinary mail to Borrower.
Clause type: whereas
the Seller desires to sell, without recourse, all of its rights, title and interest in and to the Mortgage Loans (exclusive of any Retained Interest on such Mortgage Loans) to the Depositor and to assign all of its rights and interest under the Transfer Agreements and the Servicing Agreements relating to the Mortgage Loans, and to delegate all of its obligations thereunder, to the Depositor; and
Clause type: investment-company-act
 The Borrower is not, and will not during the term of this Agreement be, an “investment company” subject to regulation under the Investment Company Act of 1940, as amended.
Clause type: board
 (a) Each of the Resolute Investors and the Seacon Investors hereby agree that at all times from and after the consummation of the Initial Public Offering, at each annual or special meeting of the shareholders of the Company at which action is to be taken with respect to the election of directors of the Company, to take all Necessary Action, and the Company shall take all necessary and desirable actions within its control (including to support the nomination of, and the Corporate Governance and Nominating Committee shall recommend to the Board of Directors the inclusion in the slate of nominees recommended by the Board of Directors to the shareholders of the Company, such directors as set forth in Section 2.1(a)(ii) below), in order to cause:
Clause type: miscellaneous
Anything contained in this Lease to the contrary notwithstanding, all claims against, and liabilities of, Lessee or Lessor arising prior to any date of termination of this Lease shall survive such termination. If any term or provision of this Lease or any application thereof is invalid or unenforceable, the remainder of this Lease and any other application of such term or provisions shall not be affected thereby. If any late charges or any interest rate provided for in any provision of this Lease are based upon a rate in excess of the maximum rate permitted by applicable law, the parties agree that such charges shall be fixed at the maximum permissible rate. Neither this Lease nor any provision hereof may be changed, waived, discharged or terminated except by a written instrument in recordable form signed by Lessor and Lessee. All the terms and provisions of this Lease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The headings in this Lease are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. This Lease shall be governed by and construed in accordance with the laws of the State, but not including its conflicts of laws or rules.
Clause type: taxes
 Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company:
Clause type: investments
 Make or permit to exist any Investment in any other Person, except the following; it being agreed that to be permitted hereunder, any such Investment, if evidenced by Equity Interests of the Person being invested in, the provisions of Section 10.1.9 (Future Subsidiaries) must be complied with and, if evidenced by Debt, the provision of Section 10.2.1(c) (Debt) relating to evidencing and pledging as Collateral of such Debt from a Loan Party and, where appropriate, subordination thereof to the Obligations must be complied with:
Clause type: whereas
subsequent to the Closing Date, Lehman Brothers Inc. intends to convey all of its rights, title and interest in and to the Class P and the Class X Certificates and all payments and all other proceeds received thereunder to an owner trust or other special purpose entity in which it will hold the sole equity interest, and which owner trust or special purpose entity will issue net interest margin securities (“NIM Securities”) through an indenture trust, such NIM Securities secured, in part, by the payments on such Certificates (the “NIMS Transaction”);
Clause type: compensation
 The Company may compensate the Member for services rendered to or on behalf of the Company. The Company will reimburse the Member for reasonable expenses properly incurred on the Company’s behalf.
Clause type: counterparts
This Trademark Security Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument. In proving this Trademark Security Agreement or any other Loan Document in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought. Any signatures delivered by a party by facsimile transmission or by e-mail transmission shall be deemed an original signature hereto.
Clause type: interest
 (a) BAFC shall pay interest prior to maturity, and prior to the occurrence of a Mandatory Liquidation Event, on the unpaid principal amount of each LIBOR Liquidity Loan from and including the first day of the Interest Period applicable to such LIBOR Liquidity Loan to but excluding the last day of such Interest Period (or, if occurring earlier, to maturity, whether by acceleration or otherwise), at a rate per annum (calculated on the basis of actual days elapsed in a year of 360 days) equal to the Series 2000-1 Applicable Margin plus the LIBOR Rate in effect from time to time, payable as provided in subsection 3.03(b) herein. Prior to maturity and prior to the occurrence of a Mandatory Liquidation Event, BAFC shall pay interest on the unpaid principal amount of each Prime Rate Liquidity Loan from and including the date such Liquidity Loan is made (or converted to a Prime Rate Liquidity Loan) to but excluding the date such Liquidity Loan is converted to a LIBOR Liquidity Loan (or, if occurring earlier, to maturity, whether by acceleration or otherwise), at a rate per annum (calculated on the basis of actual days elapsed in a year of 365 or 366 days, as the case may be) equal to the ABR in effect from time to time plus the Series 2000-1 Applicable Margin minus 1.0%.
Clause type: investment-company-act
 Neither the Company nor the Company LP or any Company Subsidiary is registered or required to be registered under the Investment Company Act.
Clause type: loans
 The Loans made or to be made by the Lenders to the Borrower pursuant to Section II of this Agreement, including Revolving Credit Loans, Swing Line Advances and the Conversion Term Loan.
Clause type: taxes
 Except as set forth on the Balance Sheet (including the notes thereto) and except for Taxes, the liability for which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) all material Tax returns, statements, reports and forms required to be filed with any Taxing authority by or on behalf of PSG (collectively, the "Returns"), have been or will be filed when due in accordance with all applicable laws except where failure to so file would not subject PSG to liabilities or penalties; (ii) as of the time of filing, the Returns correctly reflected in all material respects (and, as to any Returns not filed as of the date hereof, will correctly reflect) the facts regarding the income, business, assets, operations, activities and status of PSG; (iii) PSG has timely paid, withheld or made provision for all Taxes shown as due and payable on the Returns that have been filed; (iv) the charges, accruals and reserves for Taxes with respect to PSG for any Tax period (or portion thereof) ending on or before the Closing Date (excluding any provision for deferred income taxes) reflected on the books of PSG are adequate to cover such Taxes; (v) PSG is not delinquent in the payment of any material Tax and has not requested any extension of time within which to file or send any Return, which Return has not since been filed or sent; (vi) neither PSG (nor any member of any affiliated or combined group of which PSG is or has been a member) has granted any extension or waiver of the limitation period applicable to any Returns; (vii) there is no claim, audit, action, suit, proceeding or investigation now pending or threatened against or with respect to PSG of which PSG or Anjou is aware in respect of any material Tax or assessment; and (viii) there are no material liens for Taxes upon the assets of PSG except liens for current Taxes not yet due.
Clause type: investment-company-act
 The Issuer is not and, after giving effect to the offering and sale of the Units and the application of the proceeds of the Offering will not be required to be registered as an “investment company” pursuant to the U.S. Investment Company Act of 1940, as amended.
Clause type: miscellaneous
(a) On and after the effectiveness of this Amendment, each reference in each Loan Document to “this Agreement”, “this Note”, “this Mortgage”, “this Guaranty”, “this Pledge Agreement”, “hereunder”, “hereof” or words of like import, referring to such Loan Document, and each reference in each other Loan Document to “the Credit Agreement”, “the Notes”, “the Mortgages”, “the Guaranty”, “the Pledge Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, the Notes, or the Mortgage, the Guaranty, the Pledge Agreement or any of them, shall mean and be a reference to such Loan Document, the Credit Agreement, the Notes, the Mortgage, the Guaranty, the Pledge Agreement or any of them, as amended or otherwise modified by this Amendment; (b) the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any default of the Borrower or any right, power or remedy of the Administrative Agent or the Banks under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents; (c) this Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement; and (d) delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.
Clause type: insurance
The Company carries or is entitled to the benefits of insurance, with reputable insurers, in such amounts and covering such risks which the Company believes are adequate, and all such insurance is in full force and effect. The Company has no reason to believe that it will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Change.
Clause type: compensation
 During the term of this Agreement, the Bank shall pay or provide to the Executive as compensation for the services of the Executive set forth in Section 2 hereof:
Clause type: ownership_of_shares
 Stockholder has either sole or shared voting power over all of the Shares, which at the date hereof are, and along with all New Shares at all times up until the Expiration Date will be, free and clear of any liens, claims, options, charges, proxies or voting restrictions or other encumbrances, other than any liens, claims, options, charges, proxies or voting restrictions imposed by this Agreement.
Clause type: representations
and Warranties. (i) Each of the representations and warranties of Crown set forth in Section 5.1 (Organization, Good Standing and Qualification), Section 5.3 (Corporate Authority; Approval), Section 5.12 (Takeover Statutes) and Section 6.10 (Crown Brokers and Finders) shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and correct in all material respects as of such particular date or period of time); (ii) the representations and warranties of Crown set forth in Section 5.7(b) (Absence of Certain Changes or Events) shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects as of the Closing Date; (iii) the representations and warranties of Crown set forth in Section 6.8 (Crown Capital Structure) shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects as of the Closing Date, other than, in each case, de minimis inaccuracies; and (iv) each other representation and warranty of Crown set forth in Article V and Article VI shall be true and correct in all respects (without giving effect to any qualification by materiality or Material Adverse Effect contained therein) as of the date of this Agreement and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and correct in all respects as of such particular date or period of time), except, in the case of this clause (iv), for any failure of any such representation and warranty to be so true and correct in all respects (without giving effect to any qualification by materiality or Material Adverse Effect contained therein) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Crown.
Clause type: entire
Agreement. This Security Agreement and the other Loan Documents (i) are valid, binding and enforceable against Grantor and Secured Party in accordance with their respective provisions and no conditions exist as to their legal effectiveness; (ii) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof; and (iii) are the final expression of the intentions of Grantor and Secured Party. No promises, either expressed or implied, exist between Grantor and Secured Party, unless contained herein or therein. This Security Agreement, together with the other Loan Documents, supersedes all negotiations, representations, warranties, commitments, term sheets, discussions, negotiations, offers or contracts (of any kind or nature, whether oral or written) prior to or contemporaneous with the execution hereof with respect to any matter, directly or indirectly related to the terms of this Security Agreement and the other Loan Documents. This Security Agreement and the other Loan Documents are the result of negotiations between Secured Party and Grantor and have been reviewed (or have had the opportunity to be reviewed) by counsel to all such parties, and are the products of all parties. Accordingly, this Security Agreement and the other Loan Documents shall not be construed more strictly against Secured Party merely because of Secured Party's involvement in their preparation.