bhaskrr/legal-clauses huggingface dataset:
Clause type: loans
 Such officers or agents of the Corporation as from time to time shall be designated by the Board of Directors shall have authority to effect loans, advances or other forms of credit at any time or times for the Corporation from such banks, trust companies, institutions, corporations, firms or persons as the Board of Directors shall from time to time designate, and as security for the repayment of such loans, advances, or other forms of credit to assign, transfer, endorse, and deliver, either originally or in addition or substitution, any or all stock, bonds, rights, and interests of any kind in or to stocks or bonds, certificates of such rights or interests, deposits, accounts, documents covering merchandise, bills and accounts receivable and other commercial paper and evidences or debt at any time held by the Corporation; and for such loans, advances, or other forms of credit to make, execute and deliver one or more notes, acceptances or written obligations of the Corporation on such terms, and with such provisions as to the security or sale or disposition thereof as such officers or agents shall deem proper; and also to sell to, or discount or rediscount with, such banks, trust companies, institutions, corporations, firms or persons any and all commercial paper, bills receivable, acceptances and other instruments and evidences of debt at any time held by the Corporation, and to that end to endorse, transfer and deliver the same. There shall from time to time be certified to each bank, trust company, institution, corporation, firm or person so designated the signature of the officers or agents so authorized; and each bank, trust company, institution, corporation, firm or person is authorized to rely upon such certification until written notice of the revocation by the Board of Directors of the authority of such officers or agents shall be delivered to such bank, trust company, institution, corporation, firm or person.
Clause type: ownership_of_shares
 The Shareholder owns of record and ------------------- beneficially all of the Seller Common Stock set forth opposite his or her name on Seller Disclosure Schedule 4.2. Such Shareholder owns all right, title and ------------------------------ interest in and to such Seller Common Stock, free and clear of all Liens (including those for federal or state estate or inheritance taxes), options, rights of refusal or similar rights or other transfer restrictions of any nature whatsoever (including any arising from any pending or threatened litigation) other than restrictions on transfers arising out of applicable federal and state securities Laws and the agreements identified on Seller Disclosure Schedule 4.2 ------------------------------ (which shall be terminated at or prior to the Closing). The Shareholder owns no other securities of Seller.
Clause type: ownership_of_shares
 None of Parent, Merger Sub or their respective Affiliates (a) beneficially owns, or has beneficially owned at any time within the last three (3) years, any Shares and none of Parent, Merger Sub or their respective Affiliates holds any rights to acquire or vote any Shares except pursuant to this Agreement, or (b) is or has been at any time within the last three (3) years, an Interested Stockholder (as defined in Section 203 of the DGCL) of the Company. For purposes of this Section 4.7, beneficial ownership shall be determined in accordance with Rule 13d-3 under the Exchange Act.
Clause type: termination
This Agreement shall terminate forthwith upon termination of the Master Agreement or may be terminated by any party hereto on ten Banking Days' written notice to the other parties; provided, however, that any such termination shall not affect any repurchase transaction then outstanding or any rights or obligations under this Agreement or the Master Agreement with respect to any actions or omissions of any party hereto prior to termination. In the event of termination, Repo Custodian will deliver any Securities, Cash Collateral or cash held by it or any agent to Custodian or to such successor custodian or custodian or subcustodian as the Participating Funds shall instruct.
Clause type: capitalization
 The outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable. Since the date indicated in the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable, there has been no material change in the authorized or outstanding shares of capital stock, as applicable (subject, in each case, to the issuance of Common Stock issuable upon the redemption of outstanding OP Units in accordance with the Operating Partnership Agreement (as defined below) and the grant of equity-based awards under employee benefits plans of the Company). The authorized capital stock of the Company conforms to the description thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus, and such description conforms in all material respects to the rights set forth in the instruments defining the same. The Company has prepared and filed, in accordance with Section 12 of the 1934 Act, a registration statement on Form 8-A (File No. 001-35908) to register the Common Stock under Section 12(b) or (g) of the 1934 Act, as applicable.
Clause type: investments
 No Loan Party shall at any time nor shall it allow any Subsidiary of the Borrower at any time purchase, acquire or own any stock, bonds, notes, or securities of, or any partnership interest (whether general or limited) in, or any other interest in, or make any capital contribution to, any other Person, or become a joint venture partner in any joint venture, or agree, become or remain liable to do any of the foregoing, except for:
Clause type: counterparts
This Deed may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Deed.
Clause type: confidentiality
During the Term, each party will have access to certain confidential information of the other concerning such party’s business, including such party’s products, services, technical data, trade secrets, inventions, processes, and customer information. All such information shall be deemed “Confidential Information.” Each party shall use the Confidential Information of the other solely to perform this Agreement, and all Confidential Information shall remain the sole property of the respective parties. With regard to Confidential Information, the parties shall use the same care as it uses to maintain the confidentiality of its own confidential information, which shall be no less than reasonable care, and shall not make disclosure of the Confidential Information to any third party without the written consent of the Disclosing Party, except to employees, consultants or agents to whom disclosure is necessary to the performance of this Agreement and who are bound by a duty of confidentiality. Information shall not be deemed confidential if it (1) is known to the receiving party prior to receipt from the disclosing party as reasonably evidenced by such party; (2) becomes known to the receiving party from a source other than one, to receiving party’s knowledge, who is under an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise ceases to be confidential other than by a breach of the receiving party; (iv) is independently developed by receiving party other than by a breach of this Agreement.
Clause type: taxes
 Except as set forth in Section 5.15 of the Parent Disclosure Schedule and except for such matters that could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent, Merger Sub and each other Parent Subsidiary has timely filed or shall timely file all returns and reports required to be filed by it with any taxing authority with respect to Taxes for any period ending on or before the Effective Time, taking into account any extension of time to file granted to or obtained on behalf of Parent, Merger Sub and the other Parent Subsidiaries, (ii) all Taxes shown to be payable on such returns or reports that are due prior to the Effective Time have been or will be paid, (iii) as of the date hereof, no deficiency for any amount of Tax has been asserted or assessed by a taxing authority against Parent, Merger Sub or any other Parent Subsidiary and (iv) Parent, Merger Sub and each other Parent Subsidiary has provided adequate reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any returns.
Clause type: compensation
 (a) As compensation for its service activities under this contract with respect to the Class A Shares, Mitchell Hutchins shall receive from the Fund a service fee at the rate and under the terms and conditions of the Plan adopted by the Fund, as such Plan is amended from time to time, and subject to any further limitations on such fee as the Board may impose.
Clause type: investments
 The Obligors will not have or make any investments in all or any portion of the capital stock or securities of any Person, or any loans, advances or extensions of credit to any Person, except investments listed on Schedule 10.4 attached hereto.
Clause type: loans
 Subject to the terms and conditions of this Agreement (including Exhibit A) and the Other Agreements, during the Original Term and any Renewal Term, Bank may, in its sole discretion, make such Loans to Borrower as Borrower shall from time to time request. The aggregate unpaid principal of all Loans outstanding at any one time shall not exceed the Loan Limit set forth in Exhibit A and shall bear interest at the rates set forth in Exhibit A. ALL LOANS SHALL BE REPAID BY BORROWER UPON DEMAND BY BANK. Prior to Bank making such demand, Loans shall be repaid as provided elsewhere in this Agreement. If at any time the outstanding principal balance of the Loans exceeds the Loan Limit, or any portion of the Loans exceeds any applicable sublimit set forth in Exhibit A, Borrower shall immediately, and without the necessity of a demand by Bank, pay to Bank such amount as may be necessary to eliminate such excess and Bank shall apply such payment to the Liabilities in such order as Bank shall determine in its sole discretion. Borrower hereby authorizes Bank, in its sole discretion, to charge any of Borrower's accounts or advance Loans to make any payments of principal, interest or fees, costs and expenses required by this Agreement. All Loans shall, in Bank's sole discretion, be evidenced by one or more promissory notes in form and substance satisfactory to Bank. However, if such Loans are not so evidenced, such Loans may be evidenced solely by entries upon the books and records maintained by Bank.
Clause type: investment-company-act
 The Company is not and, after giving effect to the offering and sale of the Securities as herein contemplated and the application of the proceeds thereof as described in the Pricing Prospectus, will not be an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended.
Clause type: vesting
 Each Participant is always 100% vested in his or her employee contributions deposited in the employee’s account. Employer (Town) contributions shall be vested pursuant to the following schedule: 20% upon completion of twelve (12) months of active full-time employment, 40% upon completion of twenty-four) (24) months of active full-time employment, 60% upon completion of thirty-six (36) months of active full-time employment, 80% upon completion of forty-eight (48) months of active full-time employment and 100% upon completion of sixty (60) months of active full-time employment.
Clause type: entire
Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company and the Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Shares.
Clause type: capitalization
 (a) The authorized capital stock of Parent consists of (i) 6,000,000,000 shares of Parent Common Stock, and (ii) 25,000,000 shares of Parent Preferred Stock, par value $0.01 per share. As of the close of business on April 30, 2009 (the “Parent Capitalization Date”): (i) 2,013,718,960 shares of Parent Common Stock were issued and outstanding, (ii) no shares of Parent Preferred Stock were issued and outstanding, and (iii) no shares of Parent Common Stock were held by Parent as treasury shares. As of the close of business on the Parent Capitalization Date, with respect to Parent option plans, there were outstanding Parent Options, Parent Restricted Stock Units and Parent Restricted Stock to purchase or otherwise acquire 262,974,761 shares of Parent Common Stock.
Clause type: dividends
 Since the Statement Date, the Corporation has not, directly or indirectly, authorized, declared or paid any dividends or declared or made any other distribution or return of capital in respect of any of its shares of any class and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares of any class or agreed to do so.
Clause type: entire
Agreement. This Agreement, including the schedules and exhibits attached hereto, which are incorporated herein, constitutes the entire agreement between and among the Parties, and supersedes any previous oral or written agreements, representations and covenants, regarding the subject matter hereof and is a binding and enforceable agreement between and among the Parties and their respective successors and permitted assigns. This Agreement may not be amended, modified, supplemented or terminated unless in writing executed by the Parties and, in each case, unless approved in advance in writing by the NBA. Notwithstanding anything herein to the contrary, any agreement, consent, waiver or modification to the terms of this Agreement, whether or not contemplated herein, that would constitute a material modification to the terms of this Agreement that would remain in effect after the Parties are no longer affiliated, shall require the prior written approval of the NBA. Subject to the foregoing obligations to obtain NBA approval, in the event of any proposed change of control or ownership of either Party, the Parties may mutually agree to amend, modify or supplement this Agreement in order to facilitate such change of control or ownership transaction.
Clause type: ownership_of_shares
 Seller is the record and beneficial owner of the Shares, free and clear of all Liens. Such Shares are duly authorized, validly issued, fully paid and non-assessable. Seller has not granted or assigned any rights in or with respect to such Shares to any third party, and there are no outstanding contracts, commitments, agreements, understandings or arrangements of any kind relating to the Shares other than those set forth in this Agreement.
Clause type: whereas
the Trust Beneficial Owner and the Trustee desire to authorize the issuance of a Trust Beneficial Interest and a series of Notes in connection with the entry into this Trust Agreement;
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall be deemed to constitute one instrument.
Clause type: payment
 At the time of exercise of this Option, Participant may determine whether to pay the total purchase price of the Option Shares to be purchased solely in cash (including a personal check or a certified or bank cashier’s check, payable to the order of the Company) or by transfer from Participant to the Company of previously-owned shares of Common Stock of the Company with a then current aggregate Fair Market Value equal to such total purchase price, or by a combination of cash and such previously-owned shares of Common Stock. The Administrator may reject Participant’s election to pay all or part of the purchase price under this Option with previously-owned shares of common stock and may require such purchase price to be paid entirely in cash if, in the sole discretion of the Administrator, payment in previously-owned shares would cause the Company to be required to recognize a charge to earnings in connection therewith. For purposes of this Agreement, (a) “previously-owned shares” shall mean shares of Common Stock of the Company that Participant has owned for at least six months prior to the time of exercise, and (b) “Fair Market Value” will be determined as set forth in the Plan.
Clause type: definitions
Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:
Clause type: compensation
 (a) To the extent not otherwise paid pursuant to the Indenture, the Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to receive, such compensation as the Issuer and the Trustee shall agree in writing from time to time (which compensation shall not be limited by any provision of Law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, the Issuer will pay or reimburse the Trustee (without reimbursement from the Collection Account, any Payment Account, any Series Account or otherwise) all reasonable expenses, disbursements and advances (including legal fees and costs and costs of persons not regularly employed by the Trustee) incurred or made by the Trustee in accordance with any of the provisions of this Indenture except any such expense, disbursement or advance as may arise from its own willful misconduct or negligence.
Clause type: dividends
 Declare or pay any dividends, purchase, redeem, retire or otherwise acquire for value any of its capital stock now or hereafter outstanding, or make any distribution of assets to its stockholders as such whether in cash, assets or in obligations of the Company, or allocate or otherwise set apart any sum for the payment of any dividend or distribution on, or for the purchase, redemption or retirement of any shares of its capital stock, or make any other distribution by reduction of capital or otherwise in respect of any shares of its capital stock or permit any of its Subsidiaries to purchase or otherwise acquire for value any stock of the Company or another such Subsidiary, except that the Company may declare and pay cash dividends equal to 50% of net income over the most recent previous four quarters, if, after giving effect to such dividend (a) no Event of Default has occurred and is continuing, (b) no Event of Default will be caused by such action, (c) the Borrowing Base Utilization is less than 80%, and (d) the Company has a ratio of Consolidated Funded Debt to Consolidated Total Capitalization of less than 55%.
Clause type: confidentiality
Each of the Agents and the Lenders expressly agree, for the benefit of the Company and the Subsidiaries, to keep confidential, and not to publish, disclose or otherwise divulge, information, including material nonpublic information within the meaning of Regulation FD promulgated by the SEC (“Regulation FD”), regarding the Company or the Subsidiaries or their respective businesses received from the Company or its Subsidiaries or from another Person on their behalf except that the Agents and Lenders shall be permitted to disclose such confidential information (a) to their respective Affiliates and their respective Affiliates’ respective directors, officers, employees and agents, including accountants, legal counsel and other advisors involved with the Agreement on a need-to-knowneed- to-know basis (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential), (b) to the extentas requested by any regulatory or self-regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement,state, federal or foreign authority or examiner regulating banks or banking, (c) as may be compelled in judicial or administrative proceeding or as otherwise required by law or requested by a governmental authority, (d) to any rating agency on a confidential basis, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement, the enforcement of rights hereunder or the administration of the Loans, (f) subject to an express agreement for the benefit of the Company and the Subsidiaries and reasonably acceptable to the Company and the Subsidiaries containing provisions substantially the same as those of this Sectionacknowledgement and acceptance by any applicable Person that such information is being disseminated on a confidential basis (which may be acknowledged and accepted in accordance with the standard syndication process of the lead arrangers or customary market standards for dissemination of such types of information), (i) to any assignee of or participant in, or any prospective assignee of or participant in (and any agent or professional advisor of any of the foregoing), any of its rights or obligations under this Agreement, or (ii) to any rating agency when required by itcredit insurance provi...
Clause type: whereas
the Advisory Agreement provides that MassMutual may, at its option, subject to approval by the Trustees of the Trust and, to the extent necessary, the shareholders of the Fund, appoint a sub-adviser to assume certain responsibilities and obligations of MassMutual under the Advisory Agreement; and