bhaskrr/legal-clauses huggingface dataset:
Clause type: taxes
 (a) All payments made by the Borrower under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future Taxes now or hereafter imposed, levied, collected, withheld or assessed by any Government Entity, excluding income, gross receipts, franchise, net worth, doing business and similar Taxes imposed on, respectively, the Administrative Agent, the Security Trustee or any Lender solely as a result of a present or former connection between, respectively, the Administrative Agent, the Security Trustee or such Lender and the jurisdiction of the Government Entity imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising from the Administrative Agent, Security Trustee or Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement). If any such non-excluded Taxes (“Non-Excluded Taxes”) are required to be withheld from any amounts payable to the Administrative Agent, the Security Trustee or any Lender hereunder, respectively (each a “Section 5.3 Indemnitee”), the amounts so payable to such Section 5.3 Indemnitee shall be increased to the extent necessary to effectively yield to such respective Section 5.3 Indemnitee (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in or pursuant to this Agreement as if such Non-Excluded Taxes would not have been required to be withheld. Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter, the Borrower shall send to the Administrative Agent and the Security Trustee for their respective accounts or for the account of the applicable Lender, as the case may be, a certified copy of an original official receipt (or other evidence reasonably satisfactory to such Person) received by the Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent or the Security Trustee, as the case may be, the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent, the Security Trustee and the Lenders for any incremental Taxes (and related costs) that may become payable, respectively, by the Administrative Agent, the Security Trustee or any Lender as a result of any...
Clause type: ownership_of_shares
 As of the date of this Agreement, none of the Buyer Entities or any of their controlled affiliates beneficially owns (as defined in Rule 13d-3 under the Exchange Act) any shares of Company Common Stock or any securities that are convertible into or exchangeable or exercisable for shares of Company Common Stock, or holds any rights to acquire (other than pursuant to this Agreement) or vote any shares of Company Common Stock. As of the date of this Agreement, to the knowledge of Parent, none of the Buyer Entities or any of their “affiliates” or “associates” is, or at any time during the last three (3) years has been, an “interested stockholder” of the Company, in each case as defined in Section 203 of the DGCL.
Clause type: taxes
 All federal, state, local and other tax returns required to have been filed with respect to each Loan Party and each Subsidiary of each Loan Party have been filed, and payment or adequate provision has been made for the payment of all taxes, fees, assessments and other governmental charges which have or may become due pursuant to said returns or to assessments received, except to the extent that such taxes, fees, assessments and other charges are being contested in good faith by appropriate proceedings diligently conducted and for which such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made. There are no agreements or waivers extending the statutory period of limitations applicable to any federal income tax return of any Loan Party or Subsidiary of any Loan Party for any period.
Clause type: investments
 Borrower will not and will not permit any of its Restricted Subsidiaries directly or indirectly to make or own any Investment, except:
Clause type: base-salary
 During the Term, the Company shall pay the Executive a Base Salary at an annual rate of not less than $1,200,000. The Base Salary shall be subject to review and possible increase, but not decrease, by the Human Resources and Compensation Committee of the Board (the “HRCC”) each February, and any increases shall be effective the following April 1. Adjustments to the Base Salary shall be based on the Executive’s performance and other factors that the HRCC deems appropriate. Following each adjustment, the term Base Salary shall thereafter refer to the adjusted amount.
Clause type: capitalization
 As of the date hereof, the issued and outstanding limited partner interests of the Partnership consist of 149,357,119 Common Units and the Incentive Distribution Rights (as such capitalized term is defined in the Partnership Agreement). All outstanding Common Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act). The limited partner interests of the Partnership conform, in all material respects, as to legal matters to the descriptions thereof contained in the Pricing Disclosure Package and the Prospectus.
Clause type: ownership_of_shares
 Such Seller is the true and lawful owner, of record and beneficially, of its portion of the Shares as identified in 3.03 of the Sellers’ Disclosure Letter, free and clear of all Encumbrances, and such Shares constitute all of the Shares and Equity Interests of the Company so owned by such Seller. None of such Seller’s Shares are subject to any restrictions on transfer thereof, other than such restrictions imposed by applicable securities Laws. Such Seller has the full power and authority to transfer and convey, and will convey to Buyer at Closing, good and valid title to the Shares owned by such Seller, free and clear of any Encumbrances.
Clause type: entire
Agreement. This Agreement (including the documents referred to herein and any amendments to the Agreement) constitutes the full and entire understanding and agreement between the Parties with regard to the subjects of this Agreement and supersedes any prior understandings, agreements, or representations by or between the Parties, written or oral, to the extent they relate in any way to the subjects of this Agreement.
Clause type: capitalization
 As of the date of this Agreement, the authorized capital stock of the Company consists of 8,000,000 shares of common stock, par value $.01 per share of which 2,375,575 shares are validly issued and outstanding, fully paid and nonassessable on the date hereof, and 5,000,000 shares of preferred stock, par value $.01 per share, none of which are issued or outstanding. In addition, on the date hereof, 527,224 shares of common stock are subject to issuance pursuant to presently existing options and warrants. There are no other outstanding options, warrants, rights, convertible securities or exchange offers providing for the issuance of common stock or any other capital stock of the Company.
Clause type: now
THEREFORE in consideration of the making of the Loan by Lender and the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:
Clause type: base-salary
 Your base salary will be at the rate of $29,166.67 per monthly pay period (which if annualized equals $350,000), less all applicable taxes and withholdings, to be paid in installments in accordance with the Company’s regular payroll practices. Such base salary may be adjusted from time to time in accordance with normal business practices and in the sole discretion of the Company.
Clause type: capitalization
 Section 6.28 of the Disclosure Schedules sets forth, as of the date hereof, the name of each Person that is the registered owner of any Equity Securities and the number of Equity Securities owned by such Person. There are no outstanding or authorized options, warrants, convertible securities, unit appreciation, phantom stock, profit participation, or other rights, agreements, or commitments relating to the Equity Securities or obligating Seller to issue or sell any Equity Securities in Seller.
Clause type: miscellaneous
(a) No provision of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties.
Clause type: capitalization
 As of November 30, 2003, the authorized capital stock of the Company is Fifty million (50,000,000) shares of Common Stock and Five million (5,000,000) shares of Preferred Stock, and there are issued and outstanding (i) 14,155,276 shares of the Common Stock, (ii) 809 shares of Series A Preferred Stock, (iii) 125 shares of Series B Preferred Stock (iv) warrants to purchase an aggregate of 18,352,954 shares of Common Stock, (v) options to purchase an aggregate of 4,981,289 shares of Common Stock granted to employees pursuant to the Company's 1995 Stock Option Plan, and (vi) an aggregate of 16,125,960 shares of Common Stock reserved for issuance upon conversion of the Series A Preferred Stock and Series B Preferred Stock. The 16,125,960 shares of Common Stock reserved for issuance upon conversion of the Series A Preferred Stock and Series B Preferred Stock may increase according to anti-dilution provisions to approximately 38,000,000 common shares on an "as converted" basis should a Series C and D Preferred Round of approximately $4 million close with a conversion ratio equaling $0.04 per common share. Bridge financing in the gross amount of $3,927,044 has been received designated for conversion to Series C Preferred Stock, and may represent approximately 98 million shares of common stock, on an "as converted" basis. All such issued and outstanding shares have been duly authorized and validly issued, are fully paid and nonassessable, and were issued in compliance with all applicable state and federal laws concerning the issuance of securities. From the period between October 31, 2003 and the date hereof, the Company has not issued any shares of capital stock, nor granted any warrants or options to purchase shares of Common Stock.
Clause type: definitions
As used in this Agreement, all capitalized terms shall have the definitions set forth on Exhibit A. Any term used in the Code and not defined herein shall have the meaning given to the term in the Code.
Clause type: headings
The captions in this Agreement are for convenience of reference only and shall not define or limit the provisions hereof.
Clause type: financing
 If Landlord desires to obtain or refinance any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for non-material and non-monetary changes or modifications in this Lease. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any environmental indemnity agreement and subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant's obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (b) Lender and its assigns will not be subject to any counterclaim, demand or offset which Tenant may have against Landlord.
Clause type: taxes
 The Company shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not likely to result in a material adverse effect on the Company and its Restricted Subsidiaries taken as a whole.
Clause type: headings
The headings of this Agreement are solely for convenience of reference and will not affect its interpretation.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which shall constitute an original and all of which taken together shall constitute one and the same instrument.
Clause type: investments
 The Company shall not, and shall not permit any Material Subsidiary to, make any Investments, except:
Clause type: termination
Section 9.01 Termination upon Repurchase or Liquidation of All Mortgage Loans 379 Section 9.02 Additional Termination Requirements 383 Section 10.01 REMIC Administration 384 Section 10.02 Use of Agents 387 Section 10.03 Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator 388 Section 10.04 Appointment of REMIC Administrators 388 Section 11.01 Intent of the Parties; Reasonableness 389 Section 11.02 Succession; Subcontractors 390 Section 11.03 Filing Obligations 392 Section 11.04 Form 10-D and Form ABS-EE Filings 393 Section 11.05 Form 10-K Filings 397 Section 11.06 Sarbanes-Oxley Certification 399 Section 11.07 Form 8-K Filings 401 Section 11.08 Form 15 Filing 403 Section 11.09 Annual Compliance Statements 403 Section 11.10 Annual Reports on Assessment of Compliance with Servicing Criteria 405 Section 11.11 Annual Independent Public Accountants’ Attestation Report 407 Section 11.12 Indemnification 408 Section 11.13 Amendments 410 Section 11.14 Regulation AB Notices 411 Section 11.15 Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans 411 Section 11.16 Certain Matters Regarding Significant Obligors 416 Section 11.17 Impact of Cure Period 416 Section 12.01 Asset Review 416 Section 12.02 Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability 422 Section 12.03 Resignation of the Asset Representations Reviewer 424 Section 12.04 Restrictions of the Asset Representations Reviewer 424 Section 12.05 Termination of the Asset Representations Reviewer 424 Section 13.01 Amendment 427 Section 13.02 Recordation of Agreement; Counterparts 432 Section 13.03 Limitation on Rights of Certificateholders 433 Section 13.04 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial 434 Section 13.05 Notices 434 Section 13.06 Severability of Provisions 440 Section 13.07 Grant of a Security Interest 441 Section 13.08 Successors and Assigns; Third Party Beneficiaries 441 Section 13.09 Article and Section Headings 442 Section 13.10 Notices to the Rating Agencies 442 Exhibit A-1 Form of Class A-1 Certificate Exhibit A-2 Form of Class A-2 Certificate Exhibit A-3 Form of Class A-3 Certificate Exhibit A-4 Form of Class A-4 Certificate Exhibit A-5 Form of Class A-5 Certificate Exhibit A-6 Form of Class A-SB Certificate Exhibit A-7 Form of Class X-A Certificate Exhibit A-8 Form of Class X-B Certificate Exhibit A-9 Form of Class A-S Certificate Exhibit A-10 Form of Class B C...
Clause type: taxes
 The State is exempt from all sales and federal excise taxes. Contractors will be responsible for the payment of any sales, consumer, use and other similar taxes for the Work or portions thereof provided by the Contractor which are legally enacted at the time bids are received, whether or not yet effective.
Clause type: miscellaneous
10.1 Amendment, change and supplement Any amendment, change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties.
Clause type: grant
 1.1 The Company hereby grants to the Grantee, as a matter of separate agreement and not in lieu of salary or any other compensation for services, the right and option (the "Option") to purchase, in accordance with the vesting rights outlined in Sections 3.1 and 3.6 hereof, up to shares of authorized but unissued Common Stock, without par value ("Common Stock"), of the Company on the terms and conditions herein set forth in this Agreement.
Clause type: compensation
 For services to be rendered by the Collateral Agent pursuant to this Agreement, the Administrator shall receive only such fees and expenses as shall be paid to it pursuant to the terms of the Indemnity Agreement and shall have no recourse to the assets of Purchaser for the payment of any such amounts.
Clause type: notices
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be as set forth in the heading of this Agreement with a copy by fax only to (which copy shall not constitute notice) to Naidich Wurman LLP, 111 Great Neck Road, Suite 214, Great Neck, NY 11021, Attn: Allison Naidich, facsimile: 516-466-3555, e-mail: allison@nwlaw.com. Each party shall provide notice to the other party of any change in address.
Clause type: representations
and Warranties. Each party hereto represents and warrants that (a) it has the power to execute and deliver this Amendment, to enter into the transactions contemplated hereby, and to perform its obligations hereunder; (b) it has taken all necessary action to authorize such execution, delivery, and performance; (c) this Amendment constitutes a legal, valid and binding obligation enforceable against it; and (d) the execution, delivery, and performance by it of this Amendment will at all times comply with all applicable laws and regulations.
Clause type: representations
and Warranties. I represent and warrant that I am authorized to enter into this Brand Affiliate Agreement, that I have met all legal requirements to enter a valid contract, and when executed and delivered by me and accepted by NSI as described herein, the Brand Affiliate Agreement constitutes a legal, valid and binding obligation. I also represent and warrant that: (a) the information that I provided in the Brand Affiliate Agreement is accurate and complete and if I have provided any false or misleading information authorizes NSI, at its election, to declare their respective parts of the Brand Affiliate Agreement void from its inception; (b) the ID number or tax identification number that I provided is my correct tax payer identification number for my Resident Country; (c) if an individual, I am a citizen or a legal resident of my Resident Country and have the legal right to act as a Brand Affiliate in the Resident Country; and (d) if a business entity, such as a corporation, partnership, limited liability company, or any other form of business organization, it is legally formed under the laws of my Resident Country, and that each member of the business entity has proper legal authorization to conduct business in the Resident country. I represent and warrant that neither I nor my partner/spouse (or if a corporation or other business organization any participant therein who is or should be listed on the Business Entity Form) have been engaged in Business Activity in another company Brand Affiliate Account in the six months (one year in the case of those having held an executive equivalent or higher pin-title under the Sales Performance Program) immediately preceding my sign up under my Sponsor as identified in this agreement.
Clause type: headings
The section headings in this Agreement are for the convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions thereof.
Clause type: base-salary
 As compensation for the services to be rendered by the Executive pursuant to this Agreement, the Company hereby agrees to pay the Executive an annual base salary (the “Base Salary”) of Three Hundred Thousand Dollars (U.S. $300,000.00) (or such higher amount as the Company is paying the Executive as of the Commencement Date) during the Term of this Agreement, which amount shall be reviewed by the Board (or designated committee thereof) at least annually and may be increased (but not reduced) by the Board (or designated committee thereof) in such amounts as the Board (or designated committee thereof) deems appropriate. The Base Salary shall be paid in accordance with the normal payroll practices of the Company.
Clause type: payment
 The scheduled monthly payment on a Mortgage Loan due on any Due Date allocable to principal and/or interest on such Mortgage Loan pursuant to the terms of the related Mortgage Note.
Clause type: payment
 The prompt payment discount periods applicable hereto shall commence on the date Buyer finally accepts the articles or materials or the date Buyer receives an acceptable invoice therefore, whichever is later.
Clause type: dividends
 Except after a Qualified Public Offering, pay any dividends or purchase, redeem or otherwise acquire or make any other distribution with respect to any of Borrower's capital stock, except dividends or other distributions solely of capital stock of Borrower or repurchases of unvested shares, at the original purchase price, held by employees.