bhaskrr/legal-clauses huggingface dataset:
Clause type: indemnification
The HSP hereby agrees to indemnify and hold harmless the Indemnified Parties from and against any and all liability, loss, costs, damages and expenses (including legal, expert and consultant costs), causes of action, actions, claims, demands, lawsuits or other proceedings (collectively, the “Claims”), by whomever made, sustained, brought or prosecuted (including for third party bodily injury (including death), personal injury and property damage), in any way based upon, occasioned by or attributable to anything done or omitted to be done by the HSP or the HSP’s Personnel and Volunteers, in the course of the performance of the HSP’s obligations under, or otherwise in connection with, this Agreement, unless caused by the negligence or wilful misconduct of any Indemnified Parties.
Clause type: headings
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. All references made in this Agreement to "Section" and "paragraph" refer to such Section or paragraph of this Agreement, unless expressly stated otherwise.
Clause type: private_equity
 CMCC shall have the right to purchase additional units of Licensee as set forth in Licensee’s Amended and Restated Operating Agreement, as amended from time to time.
Clause type: investments
 To invest and reinvest cash, securities, options, futures contracts, options on futures contracts and other property, and to hold cash or other property uninvested without in any event being bound or limited by any present or future law or custom in regard to investments by trustees;
Clause type: indemnification
Landlord shall not be liable for any damage or injury of or to the Tenant, Tenant's family, guests, invitees, agents or employees or to any person entering the Premises or the building of which the Premises are a part or to goods or equipment, or in the structure or equipment of the structure of which the Premises are a part, and Tenant hereby agrees to indemnify, defend and hold Landlord harmless from any and all claims or assertions of every kind and nature.
Clause type: compensation
 For services provided under this Agreement, the terms and payments shall be:
Clause type: investment-company-act
 Such Transfer does not require the Company to register as an “investment company” under the Investment Company Act of 1940, as amended.
Clause type: loans
 Executive shall not directly or indirectly make any loan to, or hold any note evidencing a loan from, any entity engaged in any Competitive Activity.
Clause type: compensation
 The Borrower shall pay to each Lender within thirty (30) days of receipt of written request of such Lender (which request shall set forth, in reasonable detail, the basis for requesting such amounts and which shall be conclusive and binding for all purposes provided that such determinations are made on a reasonable basis), such amount or amounts as shall compensate it for any loss, cost, expense or liability which such Lender determines are attributable to:
Clause type: severability
In the event that any provisions of this Agreement are determined to be invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect without said provision. The parties shall in good faith negotiate a substitute clause for any provision declared invalid or unenforceable, which shall most nearly approximate the intent of the parties in entering this Agreement.
Clause type: dividends
 Authorize, declare or pay any Dividends with respect to Holdings or any of its Subsidiaries, except that:
Clause type: capitalization
 Prior to the effectiveness of the Amended Charter, BFE Corp.’s authorized equity interests consist of 18,750,000 shares, consisting of (a) 10,000,000 shares of Common Stock, (b) 3,750,000 shares of Class B Common Stock and (c) 5,000,000 shares of Preferred Stock, par value $0.01 per share (“Preferred Stock” and, together with the Common Stock and the Class B Common Stock, the “Capital Stock”). With respect to Common Stock, as of the date of this Letter Agreement, 5,456,625 shares are issued and outstanding and 40,481 shares are held in treasury. With respect to Class B Common Stock, as of the date of this Letter Agreement, 780,958 shares are issued and outstanding and 0 shares are held in treasury. With respect to Preferred Stock, as of the date of this Letter Agreement, 0 shares are issued and outstanding and 0 shares are held in treasury. All of the issued and outstanding shares of Capital Stock: (a) have been duly authorized and are validly issued, fully paid, and nonassessable, (b) were issued in compliance with all applicable state and federal securities Laws and (c) were not issued in breach of any commitments. Except as disclosed in BFE Corp.’s filings with the SEC, BFE Corp. has no outstanding options, warrants, exchangeable or convertible securities, subscription rights, exchange rights, statutory pre-emptive rights, preemptive rights granted under BFE Corp.’s organizational documents, stock appreciation rights, phantom stock, profit participation or similar rights, or any other right or instrument pursuant to which any person may be entitled to purchase any security of BFE Corp., and has no obligation to issue any rights or instruments. Except as disclosed in BFE Corp.’s filings with the SEC, there are no Contracts with respect to the voting or transfer of any of the Capital Stock. BFE Corp. is not obligated to redeem or otherwise acquire any of its outstanding Capital Stock.
Clause type: notices
All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered to or mailed, by registered mail, postage prepaid, by overnight mail or courier service, or transmitted by facsimile and confirmed by similar mailed writing, if to the Purchaser, addressed to the Purchaser at 375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152, Attention: A.J. Sfarra (with copies to the attention of Jeff D. Blake, Esq., Senior Counsel, Wells Fargo Law Department, D1053-300, 301 South College St., Charlotte, North Carolina 28288), or such other address as may be designated by the Purchaser to the Mortgage Loan Seller in writing, or, if to the Mortgage Loan Seller, addressed to the Mortgage Loan Seller at Rialto Mortgage Finance, LLC, 600 Madison Avenue, 12th Floor, New York, New York 10022, Attention: Kenneth M. Gorsuch, or such other address as may be designated by the Mortgage Loan Seller to the Purchaser in writing.
Clause type: taxes
 The Borrower will not deduct any taxes from any payments it makes to the Bank. If any government authority imposes any taxes on any payments made by the Borrower, the Borrower will pay the taxes and will also pay to the Bank, at the time interest is paid, any additional amount which the Bank specifies as necessary to preserve the after-tax yield the Bank would have received if such taxes had not been imposed. Upon request by the Bank, the Borrower will confirm that it has paid the taxes by giving the Bank official tax receipts (or notarized copies) within 30 days after the due date. However, the Borrower will not pay the Bank's net income taxes.
Clause type: representations
and Warranties. Each of the representations and warranties of Buyer in this Agreement that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, without giving effect to any update or notice to Parent or Seller, as of the Execution Date and (except to the extent such representations and warranties speak as of a certain date or period and except as permitted or contemplated by this Agreement) as of the Closing Date as though made on and as of the Closing Date.
Clause type: taxes
 The Company will pay all stamp taxes and other similar duties, if any, that may be imposed by the United States or the United Kingdom, or any state or political subdivision thereof or taxing authority therein, with respect to the execution or delivery of this Indenture, or the issuance of the Securities, Coupons or the Guarantees, or the exchange from time to time of the temporary or permanent Securities in global form for Registered Securities or Bearer Securities, or with respect to the issue or delivery of shares of Common Stock on conversion of Securities; provided, however, that the Company shall not be -------- ------- required to pay any tax or duty which may be payable in respect of the registration of transfer or exchange of Securities and any transfer involved in the issue or delivery of shares of Common Stock in a name other than that of the Holder of the Security or Securities to be converted in accordance with the provisions of Article Twelve, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Company the amount of any such tax or duty or has established to the satisfaction of the Company that such tax or duty has been paid; and provided further, that the Company shall not -------- ------- be required to pay any tax or duty that may be payable in respect of any accrued interest paid in connection with the conversion of the Securities.
Clause type: base-salary
 The annual rate of base salary payable to the Executive during the Employment Period (the "Annual Base Salary") shall be established by the Organization and Compensation Committee of the Board (the "Compensation Committee"). During the Employment Period, the Annual Base Salary shall be reviewed by the Compensation Committee for possible increase at least annually. Annual Base Salary shall not be reduced, and after any such increase and the term "Annual Base Salary" shall thereafter refer to the Annual Base Salary as so increased.
Clause type: investment-company-act
 In the case of TCN only, neither the Ultimate Parent nor any of its Subsidiaries is an “investment company” which is registered or required to be registered under the United States Investment Company Act of 1940 or a company “controlled” by such an “investment company”.
Clause type: governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Clause type: base-salary
 In consideration for the services performed by Executive during the Employment Period, effective January 1, 2019 the Bank shall pay to Executive an annual salary (“Base Salary”) of $475,000. The Base Salary shall be paid in approximately equal installments in accordance with the Bank’s customary payroll practices. Executive’s Base Salary shall be reviewed at least annually during the Employment Period for possible upward adjustment, and Executive’s Base Salary shall not be reduced without Executive’s consent. The term Base Salary, as utilized in this Agreement, shall refer to Base Salary as it may be increased from time to time.
Clause type: termination
Should the Prime Contract be terminated pursuant to the terms and conditions provided in the Procurement, such termination shall have the same effect on this Subcontract. Payment for Services provided as of the date of termination must be made in accordance with the Section 13 of this Subcontract.
Clause type: base-salary
 During the Employment Term, the Company will pay Employee as compensation for his services a base salary at the annualized rate of $200,000 until January 1, 2007 when the amount shall increase to an annualized rate of $215,000 (“Base Salary”). The Base Salary will be paid periodically in accordance with the Company’s normal payroll practices and be subject to the usual, required withholding.
Clause type: counterparts
This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
Clause type: compensation
 As compensation for the performance of the Administrator’s obligations under this Agreement and as reimbursement for its expenses related thereto, the Administrator shall be entitled to $500 per quarter payable in arrears on each Payment Date, which payment shall be solely an obligation of the Issuing Entity (the “Administration Fee”).
Clause type: investments
 None of the investments reflected in the Sobieski Financial Statements as of March 31, 2004, and none of the investments made by Seller since March 31,2004, are subject to any restriction, whether contractual or statutory, which materially impairs the ability of Seller to dispose freely of such investment at any time, other than restrictions relating to the pledge of such investments for FHLB borrowings by the Seller, and each of such investments complies with OTS requirements concerning such investments.
Clause type: investments
 The Borrower will not, nor will the Borrower permit any Restricted Subsidiary to, make any Investments, except:
Clause type: payment
 The full consideration for any shares purchased by the Executive shall be paid in cash or on such other terms as the Executive and the Company may agree.
Clause type: entire
Agreement. This Agreement, including the Exhibits and Schedules hereto, contains the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements between them, whether oral or written, of any nature whatsoever with respect to the subject matter hereof.
Clause type: severability
Should any part of this Agreement for any reason be declared invalid or unenforceable, such decision shall not affect the validity or enforceability of any remaining portion, which remaining portion shall remain in force and effect as if this Agreement had been executed with the invalid or unenforceable portion thereof eliminated and it is hereby declared the intention of the parties hereto that they would have executed the remaining portion of this Agreement without including therein any such part, parts or portion which may, for any reason, be hereafter declared invalid or unenforceable.
Clause type: capitalization
 The Company has an authorized capitalization as set forth in the Prospectus as of the date or dates set forth therein, and all of the issued shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable, conform in all material respects to the description thereof contained in the Registration Statement and Prospectus and were issued in compliance with federal and state securities laws and not in violation of any preemptive right, resale right, right of first refusal or similar right. All of the Company’s options, warrants and other rights to purchase or exchange any securities for shares of the Company’s capital stock have been duly authorized and validly issued, conform in all material respects to the description thereof contained in the Registration Statement and Prospectus and were issued in compliance with federal and state securities laws.
Clause type: taxes
 The following shall constitute taxes to which this section applies: (1) a specific tax upon this type of Mortgage or upon all or any part of the Indebtedness secured by this Mortgage; (2) a specific tax on Grantor which Grantor is authorized or required to deduct from payments on the Indebtedness secured by this type of Mortgage; (3) a tax on this type of Mortgage chargeable against the Lender or the holder of the Note; and (4) a specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by Grantor.
Clause type: interest
 SILGAN HOLDINGS INC., a Delaware corporation (the “Company”), promises to pay or cause to be paid interest on the principal amount of this Dollar Note at 4.75% per annum from February 13, 2017, until maturity and shall pay the Special Interest, if any, payable pursuant to the Registration Rights Agreement referred to below. The Company will pay interest and Special Interest, if any, semi-annually in arrears on March 15 and September 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Dollar Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that, if this Dollar Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be September 15, 2017. The Company will pay interest on overdue principal, premium, if any, and interest on overdue installments of interest and Special Interest, if any to the extent lawful, in each case at the rate specified in this Dollar Note. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.
Clause type: investment-company-act
 No Loan Party is an “investment company” within the meaning of, or required to register under, the Investment Company Act of 1940.
Clause type: interest
 If the Ceding Company is obliged by applicable state law or court order to pay interest from a specified date, such as the date of death of an insured, on a particular policy, the Reinsurer shall pay its share of the claim at the same rate and for the same period as that which the Ceding Company is required, excluding extra-contractual obligations.
Clause type: headings
Any headings appearing on this Agreement are for convenience only and shall not affect the interpretation of any of the terms of this Agreement.
Clause type: capitalization
 (a) The authorized capital stock of AFG consists of 300,000,000 shares of AFG Common Stock and 5,000,000 shares of preferred stock, par value $0.001 per share ("AFG Preferred Stock"). As of the date hereof there are, and as of the Closing Date and immediately prior to the Effective Time there will be 1,108,502 shares of AFG Common Stock issued and outstanding, all of which have been validly issued, fully paid and non-assessable. There are no shares of AFG Preferred Stock issued or outstanding. The names of the stockholders beneficially holding 5% or more of the AFG Common Stock, and the number of shares of AFG Common Stock held by each such stockholder, are set forth in Section 5.2(a) to the AFG Disclosure Schedule. All of the issued and outstanding shares of AFG Common Stock were issued in compliance with all applicable Laws including, without limitation, the Securities Act, the Exchange Act and applicable Blue Sky Laws. Except as set forth in Section 5.2(a) to the AFG Disclosure Schedule, there are no preemptive or other outstanding rights, options, warrants, conversion rights (including pursuant to convertible securities), stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind relating to the issued or unissued capital stock of AFG or obligating AFG to issue or sell any shares of capital stock of, or other equity interests in, AFG. As of the date of this Agreement, there are no outstanding contractual obligations of AFG to repurchase, redeem or otherwise acquire any shares of capital stock of AFG or to provide material funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Person.
Clause type: taxes
 (a) All payments made by the Borrower hereunder, under the Notes or under any Loan Document will be made without setoff, counterclaim, deduction or other defense. All such payments shall be made free and clear of and without deduction for any present or future income, franchise, sales, use, excise, stamp or other taxes, levies, imposts, deductions, charges, fees, withholdings, restrictions or conditions of any nature now or hereafter imposed, levied, collected, withheld or assessed by any jurisdiction (whether pursuant to United States Federal, state, local or foreign law) or by any political subdivision or taxing authority thereof or therein, and all interest, penalties or similar liabilities, excluding taxes on the overall net income of the Lenders or the Letter of Credit Issuer (such nonexcluded taxes are hereinafter collectively referred to as the "Taxes"). If the Borrower shall be required by law to deduct or to withhold any Taxes from or in respect of any amount payable hereunder, (i) the amount so payable shall be increased to the extent necessary so that after making all required deductions and withholdings (including Taxes on amounts payable to the Lenders or the Letter of Credit Issuer pursuant to this sentence) the Lenders or the Letter of Credit Issuer receive an amount equal to the sum they would have received had no such deductions or withholdings been made, (ii) the Borrower shall make such deductions or withholdings, and (iii) the Borrower shall pay the full amount deducted or withheld to the relevant taxation authority in accordance with applicable law. Whenever any Taxes are payable by the Borrower, as promptly as possible thereafter, the Borrower shall send the Lenders, the Letter of Credit Issuer and the Agent an official receipt showing payment. In addition, the Borrower agrees to pay any present or future taxes, charges or similar levies which arise from any payment made hereunder (other than related to the net income of a Lender) or from the execution, delivery, performance, recordation or filing of, or otherwise with respect to, this Agreement, the Notes, the Letters of Credit or any other Loan Document (hereinafter referred to as "Other Taxes").
Clause type: definitions
Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Act.
Clause type: loans
 (a) Subject to the terms and conditions hereof (including the satisfaction of the conditions set forth in Article 5 and Article 6, each Lender severally (and not jointly) agrees to make loans under this Agreement (each a “Loan” and, collectively with each other Loan of such Lender and/or with each Loan of each other Lender, the “Loans”) at any time and from time to time during the Commitment Period to the Borrower in an aggregate amount which does not exceed the amount of such Lender’s Commitment, provided that any remaining Commitment that is not borrowed shall automatically expire on the date that is the earlier of (x) the third Borrowing Date and (y) the Commitment Termination Date. Once repaid, no Loan may be reborrowed. At the option of the Borrower, indicated in a Borrowing Request, Loans may be made as ABR Advances or Eurodollar Advances.
Clause type: interest
 Any amount payable by the Resident under this Agreement which is not paid may be sent to a third-party collection agency. In lieu of interest charges, the Manager may choose to implement a late payment fee.
Clause type: investments
 Make or hold any Investment, other than those which are in the lines of businesses of the Parent, the Borrower and the Guarantors as of the date hereof, or those substantially related or incidental thereto (for the sake of clarity, acquiring and owning retail and/or commercial space acquired as part of an acquisition consisting primarily of assets otherwise permitted to be acquired or held pursuant to this Section 7.03 shall be considered substantially related or incidental to the lines of businesses of the Parent, the Borrower and the Guarantors as of the date hereof), and unless immediately prior to making such Investment, and immediately thereafter and after giving effect thereto, no Default is or would be in existence, subject to the following additional restrictions:
Clause type: definitions
As used herein, the following words and phrases shall have the following meanings:
Clause type: headings
The headings used in this Agreement are solely for convenience of reference, are not part of this Agreement, and are not to be considered in construing or interpreting this Agreement.