bhaskrr/legal-clauses huggingface dataset:
Clause type: loans
 (a) On the Original Effective Date, pursuant to the Newco Loan Assumption Agreement, the Borrower assumed the obligations under the DIP Credit Agreement with respect to a portion of the Tranche B Term Loans (as defined in the DIP Credit Agreement) in Dollars made by the Lender to GM Oldco and in the aggregate amount of $7,072,488,605 (the “Loans”), a portion of which in the amount of $360,624,198 has been prepaid prior to the date hereof pursuant to Section 2.5(e) of the Existing Credit Agreement. The Loans may from time to time be Eurodollar Loans or, solely in the circumstances specified in Section 2.8, ABR Loans. Loans repaid or prepaid may not be reborrowed.
Clause type: base-salary
 During the Employment Term, the Executive will receive an ----------- annual salary, payable in monthly or more frequent installments, of $450,000 subject to authorized withholding and other deductions. The annual salary will be reviewed annually and, if appropriate, increased by the Company in the sole discretion of the Compensation Committee of its Board. Such annual salary, as so increased, is hereinafter referred to as the "Base Salary." In no event shall the Executive's Base Salary be reduced below $450,000.
Clause type: ownership_of_shares
 Such Preferred Stockholder represents that such Preferred Stockholder is the sole legal owner of the number of shares of Preferred Stock set forth opposite such holder's name on Schedule 3.2. Such Preferred Stockholder holds such shares of Preferred Stock of the Company free and clear of any liens, claims, interests, charges and encumbrances. Such Preferred Stockholder represents that it has not previously entered into any agreement (other than this Agreement) to sell, assign, convey, transfer or otherwise dispose of, in whole or in part, the shares of Preferred Stock to be exchanged by such Preferred Stockholder pursuant to the terms hereof. Upon exchange of the Preferred Stock for the Conversion Shares at the Closing, such Preferred Stockholder will transfer to the Company, good and valid title to the Preferred Stock held by such holder, free and clear of all liens, claims, interests, charges and encumbrances.
Clause type: whereas
the Seller and the Servicer agree that the provisions of the Bank Flow Servicing Agreement and Holdings Flow Servicing Agreement shall not apply to such related Mortgage Loans for so long as such related Mortgage Loans remain subject to the provisions of the Trust Agreement;
Clause type: investment-company-act
 The Guarantor is not required to register under the Investment Company Act of 1940, as amended (the “Act”), and the entering into of this Guaranty and the performance thereof do not violate any provision of the Act. On each anniversary of the date of this Agreement, the Guarantor shall deliver to RZB a certificate of an authorized officer of the Guarantor wherein the Guarantor shall reaffirm to RZB the continuing truth and validity of the representations and warranties set forth in the foregoing Section 4. The failure of the Guarantor to deliver and/or RZB to demand such delivery of the foregoing certificate shall in no way affect or invalidate the continuing nature of the representations and warranties set forth in the foregoing Section 4.
Clause type: interest
 The rate at which the Notes shall bear interest shall be 2.000% per annum. Interest shall be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Notes (or from May 21, 2019, if no interest has been paid on the Notes) to, but excluding, the next scheduled interest payment date (such payment convention being referred to as the ACTUAL/ACTUAL (ICMA) (as defined in the rulebook of the International Capital Markets Association) day count convention) and shall be payable annually in arrears in accordance herewith and with the Indenture. Interest on the Notes shall accrue on the principal amount from, and including, the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from, and including, the date hereof, in each case to, but excluding, the next Interest Payment Date or the date on which the principal of the Notes has been paid or made available for payment, as the case may be. The Interest Payment Date of the Notes shall be May 21 of each year. The initial Interest Payment Date shall be May 21, 2020. The Regular Record Date corresponding to any Interest Payment Date shall be the immediately preceding May 6 (whether or not a Business Day). Interest payable on the Notes on an Interest Payment Date shall be payable to the Persons in whose name the Notes are registered at the close of business on the Regular Record Date for such Interest Payment Date provided, however, that Defaulted Interest shall be payable as provided in the Base Indenture.
Clause type: entire
Agreement. This Agreement contains the entire understanding and agreement of the parties with respect to the subject hereof.
Clause type: headings
All headings and captions in this Agreement are for purposes of reference only and shall not be construed to limit or affect the substance of this Agreement.
Clause type: representations
and Warranties. The Guarantor hereby represents and warrants to the Guaranteed Party that: (a) it has all necessary power and authority to execute, deliver and perform this Limited Guarantee; (b) the execution, delivery and performance of this Limited Guarantee by the Guarantor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the undersigned are necessary therefor; (c) this Limited Guarantee has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the undersigned in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the undersigned of this Limited Guarantee do not and will not violate the organizational documents of the undersigned or violate any applicable law or conflict with any material agreement binding on the Guarantor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with at or before Closing, and no other action by, and no notice to or filing with, any Governmental Entity is required, or will be required at Closing, in connection with the execution, delivery or performance of this Limited Guarantee; and (f) for so long as this Limited Guarantee shall remain in effect in accordance with its terms, the Guarantor or its Affiliates shall have the cash on hand and/or capital commitments required to fund the Guaranteed Obligations.
Clause type: compensation
 As compensation for services performed and the facilities and personnel provided by the Adviser under this Agreement, the Company will pay to the Adviser a fee, payable monthly, on the Company’s proportionate share (as described below) of the aggregate average daily net assets in the Company and the Fund, in accordance with the following: $0 to $1 billion Over $1 billion .60% .55% The Company’s “proportionate share” of the monthly fee determined pursuant to the foregoing shall equal a fraction thereof, the numerator of which is the Company’s average daily net assets for the relevant month and the denominator of which is the sum of those average daily net assets plus the average daily net assets of the Fund for the same period.
Clause type: assignment
All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of Employee hereunder are of a personal nature and shall not be assignable or delegatable in whole or in part by Employee.
Clause type: severability
In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect.
Clause type: termination
(a) The obligations and responsibilities of the Special Servicer created hereby (other than the obligation of the Special Servicer to make payments to the Master Servicer as set forth in Section 9.28 and the obligations of the Special Servicer pursuant to Sections 9.3, 9.8 and 9.24 hereof) shall terminate on the date which is the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining outstanding (and final distribution to the Certificateholders) or, (B) the disposition of all REO Property in respect of any Specially Serviced Mortgage Loan (and final distribution to the Certificateholders), (ii) thirty (30) days following the date on which the Trustee or the Controlling Class Representative has given written notice to the Special Servicer that the Special Servicer is terminated pursuant to Section 9.30(b) or 9.30(c), respectively and (iii) the effective date of any resignation of the Special Servicer effected pursuant to and in accordance with Section 9.21.
Clause type: loans
 Make, or permit any Subsidiary to make, any ----- loans or other advances of money to any Person, including any Foreign Subsidiary, except:
Clause type: capitalization
 Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note) exercisable for, or convertible into or exchangeable for shares of Common Stock and sufficient shares are reserved for issuance upon conversion of the Note (as required by the Note and transfer agent share reserve letter). All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in the SEC Documents, as of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company as of the Closing Date.
Clause type: base-salary
 During the Employment Term, the Company shall pay Executive a base salary (the “Base Salary”) at the annual rate of [$ ], payable in regular installments in accordance with the Company’s usual payroll practices. The Board may from time to time review and increase the Base Salary in its sole discretion. During the Employment Term, the Executive shall be eligible for any bonus program approved by the Board for the benefit of the senior executives of the Company; provided however, that the foregoing shall not create any presumption that a bonus will actually be granted by the Company to the Executive.
Clause type: now
THEREFORE in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
Clause type: investment-company-act
 Neither the Company nor any Person controlling the Company is an "INVESTMENT COMPANY," or a company "CONTROLLED" by an "INVESTMENT COMPANY," within the meaning of the Investment Company Act of 1940, as amended.
Clause type: investments
 From and after the Amendment Date, neither the Borrower nor any of its Subsidiaries shall make Investments in any Person except (i) loans or advances to officers, directors and employees (1) for relocation expenses in connection with the Restructuring Program and (2) for other purposes not exceeding $3,000,000 in the aggregate principal amount outstanding at any time, in each case made in the ordinary course of business in accordance with historical practices existing on the Closing Date; (ii) deposits required by government agencies or public utilities (including pertaining to taxes and other similar charges), (iii) Investments in direct obligations of the United States Government or any agency thereof maturing within one year after the date of Investment, (iv) Investments in certificates of deposit issued by a commercial bank whose credit is satisfactory to the Administrative Agent and in certificates of deposit issued by any banking subsidiary of Wachovia Corporation, AmSouth Bancorporation, SunTrust Banks, Inc., SouthTrust Corporation, Regions Financial Corporation, Synovus Financial Corporation, Aliant National Corporation, Comerica Bank, The Chase Manhattan Bank, First Union National Bank or any Person who succeeds to all, or substantially all, of the assets or business of any thereof, (v) Investments in commercial paper rated A1 or the equivalent thereof by S&P or P1 or the equivalent thereof by Moody's and in either case maturing within 270 days after the date of acquisition, (vi) Investments in tender bonds the payment of the principal of and interest on which is fully supported by a letter of credit issued by a United States bank whose long-term certificates of deposit are rated at least AA or the equivalent thereof by S&P and Aa or the equivalent thereof by Moody's, (vii) Investments in variable rate demand bonds maturing or with optional puts within one year or less from the date of acquisition thereof, which, at the time of acquisition by the Borrower or Subsidiary, are rated not lower than A or A-1 by S&P and not lower than A2 or P-1 by Moody's, (viii) intercompany loans to the Borrower, DeSoto and Cross Creek, and
Clause type: compensation
 Subject to the provisions of Section 3.14 hereof, the Trustee shall receive at the times set forth in Section 3.05, as compensation for performing ordinary normal recurring services under this Indenture, an amount calculated at the annual compensation rate stated in the Prospectus. The Trustee shall charge a pro rated portion of its annual fee at the times specified in Section 3.05, which pro rated portion shall be calculated on the basis of the largest number of Units in such Trust at any time during the primary offering period. After the primary offering period has terminated, the fee shall accrue daily and be based on the number of Units outstanding on the first business day of each calendar year in which the fee is calculated or the number of Units outstanding at the end of the primary offering period, as appropriate. The Trustee may from time to time adjust its compensation as set forth above, provided that total adjustment upward does not, at the time of such adjustment, exceed the percentage of the total increase, after the date hereof, in consumer prices for services as measured by the United States Department of Labor Consumer Price Index entitled "All Services Less Rent," or, if such index shall cease to be published, then as measured by the available index most nearly comparable to such index. The consent or concurrence of any Unitholder hereunder shall not be required for any such adjustment or increase, however, the consent of the Depositor shall be required. Such compensation shall be charged by the Trustee against the Income and Capital Accounts of each Trust; provided, however, that such compensation shall be deemed to provide only for the usual, normal and proper functions undertaken as Trustee pursuant to this Indenture.
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. Very truly yours, HAYNES INTERNATIONAL, INC. By: Name: Title: THE SELLING STOCKHOLDERS By: Name: Francis J. Petro By: Name: Marcel Martin By: Name: Anastacia S. Kilian As Attorneys-in-Fact acting on behalf of each of the Selling Stockholders listed in Schedule II hereto. Accepted: March , 2007 J.P. MORGAN SECURITIES INC. For itself and on behalf of the several Underwriters listed in Schedule I hereto. By: Authorized Signatory Accepted: March , 2007 BEAR, STEARNS & CO. INC. As the Independent Underwriter. By: Authorized Signatory J.P. Morgan Securities Inc. Bear, Stearns & Co. Inc. KeyBanc Capital Markets, A Division of McDonald Investments Inc. Total 2,100,000 Francis J. Petro John C. Corey Paul J. Bohan Donald C. Campion Robert H. Getz Timothy J. McCarthy William P. Wall Ronald W. Zabel August A. Cijan James A. Laird Marcel Martin Gregory Spalding Charles J. Sponangle Jean C. Neel Michael Douglas Scott Pinkham Jeff Young Daniel E. Maudlin Marlin C. Losch JANA Partners, LLC Total 1,000,000 215,000 None. [list each Issuer Free Writing Prospectus to be included in the Time of Sale Information] J.P. Morgan Securities Inc. 277 Park Avenue New York, NY 10172 Re: Haynes International, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representative of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Haynes International, Inc., a Delaware corporation (the “Company”), and the selling stockholders named therein, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule I to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.001 per share, of the Company (the “Common Stock”). In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Common Stock, and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of J.P. Morgan Securities Inc. on behalf of the Underwriters, the undersigned will not, during the period ending 90 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option...
Clause type: investments
 Except for Permitted Investments, directly or indirectly make, acquire, or incur any liabilities (including contingent obligations) for or in connection with any Investment; provided, however, that no Obligor shall have Permitted Investments consisting of Investment Property or Cash Equivalents (other than in the GCS Collection Accounts, the Concentration Accounts, or the Designated Account) in excess of $100,000 outstanding at any one time without the prior written consent of Agent, which consent may be conditioned, at Agent's election, on such Obligor entering into Control Agreements or similar arrangements governing such Permitted Investments, as Agent shall determine in its Permitted Discretion, to perfect (and further establish) Agent's Liens in such Permitted Investments.
Clause type: base-salary
 During the Term, Employer shall pay to Executive a base salary at the initial rate of $215,000 on an annualized basis ("Base Salary"). Executive's Base Salary shall be subject to periodic review (which shall occur at least annually) and such periodic adjustments as the Employer Board or the Compensation Committee of the Employer Board (the "Compensation Committee") shall deem appropriate; provided, however, in no event shall any decrease in Executive's Base Salary be greater than the average percentage decrease applicable to Employer's and Acies, Inc.'s other employees. The term "Base Salary" as used in this Agreement shall refer to Base Salary as may be adjusted from time to time. Base Salary shall be payable in accordance with the customary payroll practices of Employer in place from time to time.
Clause type: investment-company-act
 The Company will conduct its affairs in such a manner so as to reasonably ensure that neither it nor any of its Subsidiaries will be or become, at any time prior to the termination of this Agreement, required to register as an “investment company” pursuant to the Investment Company Act.
Clause type: esop
 On the Closing Date, the ESOP debt to Southwest Bank of St. Louis will be paid in full from the ESOP's Pro Rata Portion of the Closing Payment.
Clause type: termination
Either party may terminate this Agreement on written notice if the other fails to meet any material obligation and fails to remedy the breach within a reasonable period after being notified in writing of the details. If either party becomes insolvent, unable to pay debts when due, files for or is subject to bankruptcy or receivership or asset assignment, the other party may terminate this Agreement and cancel any unfulfilled obligations. Any terms in the Agreement which by their nature extend beyond termination or expiration of the Agreement will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assigns.
Clause type: base-salary
 During the Term, the Company shall pay the Executive a base salary (the “Base Salary”) approved by the Compensation Committee of the Board (the “Compensation Committee”), which shall be subject to customary withholdings and authorized deductions and be payable in equal installments in accordance with the Company’s customary payroll practices in place from time to time. The Executive’s Base Salary shall be subject to periodic adjustments as determined by the Compensation Committee. As used in this Agreement, the term “Base Salary” shall refer to Base Salary as may be adjusted from time to time.
Clause type: headings
The headings of this Agreement are for convenience of reference only and are not part of the substance of this Agreement.
Clause type: base-salary
 As payment for the services to be rendered by ----------- Employee as provided in Section 1 and subject to the terms and conditions of Section 2, Identix agrees to pay to Employee a "base salary" at the rate per month indicated on Schedule A, subject to deductions, payable bi-weekly in the same manner as other Identix employees receive their base compensation.