bhaskrr/legal-clauses huggingface dataset:
Clause type: capitalization
 As of the date hereof, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock with .01 par value per share, of as of March 8, 2012, 32,885,900 shares were issued and outstanding. Except as disclosed in the Company’s publicly available filings with the SEC: (1) no shares of the Company's capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (2) there are no outstanding debt securities; (3) there are no outstanding shares of capital stock, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings 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 or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries; (4) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except the Registration Rights Agreement); (5) there are no outstanding securities of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (6) there are no The Company has furnished to the Investor, or the Investor has had access through the SEC’s EDGAR website to, true and correct copies of the Company's Articles of Incorporation, as amended and in effect on the date hereof (the “Articles of Incorporation”), and 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 and the material rights of the holders thereof in respect thereto.
Clause type: taxes
 The amounts payable by Company to BNYM in consideration of the performance of services by BNYM under the Agreement, including providing access to and use of the Licensed System pursuant to this Schedule C, do not include, and Company will timely pay, all federal, state and local taxes (including sales, use, excise and property taxes), if any, assessed or imposed in connection therewith, excluding any taxes imposed upon BNYM based upon BNYM’s net income.
Clause type: indemnification
(a) The Seller agrees to indemnify and hold harmless the Purchaser, each of its directors, each of its officers and each person or entity who controls the Purchaser or any such person, within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Securities Act"), against any and all losses, claims, damages or liabilities, joint and several, as incurred, to which the Purchaser, or any such person or entity may become subject, under the Securities Act or otherwise, and will reimburse the Purchaser, each such director and officer and each such controlling person for any legal or other expenses incurred by the Purchaser or such controlling person in connection with investigating or defending any such losses, claims, damages or liabilities, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Prospectus Supplement or the Free Writing Prospectus, or any amendment or supplement to the Prospectus Supplement or the Free Writing Prospectus approved in writing by the Seller or the omission or the alleged omission to state therein a material fact necessary in order to make the statements in the Prospectus Supplement or any amendment or supplement thereto, or the Free Writing Prospectus or any amendment or supplement thereto, approved in writing by the Seller, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to the Seller Information contained in the Prospectus Supplement or the Free Writing Prospectus and (ii) any untrue statement or alleged untrue statement of any material fact contained in the information on the Mortgage Loan Schedule transmitted to the Purchaser or any affiliate thereof by computer tape (unless such information was amended by information contained on a subsequent computer tape) by or on behalf of the Seller containing information regarding the assets of the Trust. This indemnity provision will be in addition to any liability which the Seller may otherwise have.
Clause type: representations
and Warranties. Each party represents and warrants to the other that this Agreement has been duly authorized and, when executed and delivered by it, will constitute a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.
Clause type: entire
Agreement. This Agreement (including any schedules, annexes or other attachments hereto) and all Subscription Agreements and any other agreements delivered at the Closing with respect to the subject matter hereof constitute the entire agreement between the parties hereto and supersede all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.
Clause type: vesting
 The Shares that are granted hereby shall be subject to the Forfeiture Restrictions. All of the Forfeiture Restrictions shall lapse and the Restricted Shares shall vest as follows (it being understood that the number of shares of Restricted Shares as to which all restrictions have lapsed and which have vested in the Recipient at any time shall be the greatest of the number of vested Shares specified in subparagraph (a), (b), (c) or (d) below):
Clause type: capitalization
 On the Closing Date, after giving effect to the Formation Transactions and the issuance of the Securities pursuant to this Agreement, the authorized, issued and outstanding limited partner interests and general partner interest of the Partnership will consist of 15,657,600 Common Units, 6,720,000 Subordinated Units, the Incentive Distribution Rights and 22,400 General Partner Units (as defined in the Amended and Restated Partnership Agreement) in the Partnership (except for issuances, if any, pursuant to Section 2(b) of this Agreement or pursuant to compensation plans described in the General Disclosure Package and the Prospectus). None of the Sponsor Units, the Incentive Distribution Rights or the General Partner Units of the Partnership will be issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of the Partnership or any other person.
Clause type: now
THEREFORE in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Indemnitee, intending to be legally bound, hereby agree as follows:
Clause type: payment_terms
 Gartner will invoice Client annually in advance for all Services. Payment is due 30 days from the invoice date. Client shall pay any sales, use, value-added, or other tax or charge imposed or assessed by any governmental entity upon the sale, use or receipt of Services, with the exception of any taxes imposed on the net income of Gartner. Please attach any required Purchase Order (“PO”) to this SA and enter the PO number below. If an annual PO is required for multi-year contracts, Client will issue the new PO at least 30 days prior to the beginning of each subsequent contract year. Any pre-printed or additional contract terms included on the PO shall be inapplicable and of no force or effect. All PO’s are to be sent to purchaseorders@gartner.com. This SA may be signed in counterparts.
Clause type: taxes
 (a) Any and all payments of principal, Yield and all other amounts to be paid to the Lessor, for itself or for distribution to any Lease Participant, by the Company, as Lessee under the Lease, or any other Operative Document to each Indemnified Party, shall be made, in accordance with Section 4.01, without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at any time hereafter imposed by any Governmental Authority or by any taxing authority thereof or therein, excluding in the case of each Funding Party, taxes imposed on or measured by the net income or net worth of any Funding Party, and franchise taxes imposed on such Funding Party (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being “Taxes”). In the event that the Lessor or Company, as Lessee under the Lease, is required by applicable law to make any such withholding or deduction of Taxes with respect to any Ownership Interest or other amount, the Company, as Lessee under the Lease, shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Funding Party or other Person in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Funding Party or other Person additional amounts as may be necessary in order that the amount received by such Funding Party or other Person after the required deduction or withholding shall equal the amount such Funding Party would have received had no such deduction or withholding been made.
Clause type: termination
Accenture may immediately terminate the Agreement for its convenience (for any or no reason) at any time, in whole or in part, by providing written notification to Supplier. Unless expressly provided for in the Agreement, Accenture will have no obligation to pay any early termination fee or extra charges in relation to such termination.
Clause type: miscellaneous
The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
Clause type: taxes
 The Company will pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of Depositary Shares or shares of Preferred Stock or other securities issued on account of Depositary Shares or certificates representing such shares or securities. The Company will not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of
Clause type: loans
 If the Plan permits loans, loans will be available to a Plan Participant in accordance with the terms set forth in the Plan and the loan application form.
Clause type: interest
 Where the payee does not receive payment within the relevant period of any sums that are finally determined to be due and payable to it under this Agreement, interest shall accrue on the sum due and payable from the date payment was first due to the date payment is made at the rate equivalent to an annual rate of two percent (2%) over the then current base rate of one (1) month LIBOR, calculated on a daily basis, without prejudice to payee’s right to receive payment within the relevant period, provided always the provisions of this Section 4.10 shall not apply to the extent and for the period that a Force Majeure event prevents payment.
Clause type: taxes
 Each Group Member has filed or caused to be filed all Federal, state and other material tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any the amount or validity of that are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower or its Subsidiaries, as the case may be or to the extent the failure to file or pay could not reasonably be expected to have a Material Adverse Effect); no tax Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any such tax, fee or other charge.
Clause type: payment
 Payment of the purchase price for, and delivery of certificates for, the Securities shall be made at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, NY 10036 or at such other place as shall be agreed upon by the Underwriter and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by Lehman Brothers and the Company (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriter, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by Lehman Brothers and the Company, on each Date of Delivery as specified in the notice from Lehman Brothers to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Underwriter of certificates for the Securities to be purchased by them.
Clause type: ownership_of_shares
 Such Stockholder’s Currently Owned Shares are, and all of the Owned Shares owned by such Stockholder from the date of this Agreement through and on the Closing Date will be, beneficially owned and owned of record by such Stockholder, subject to the terms in respect of “group” membership described in the immediately following sentence. As of the date of this Agreement, the Currently Owned Shares constitute all of the shares of Company Common Stock beneficially owned or owned of record by the Stockholder, provided that Parent and Merger Sub acknowledge that certain Currently Owned Shares may be deemed to be beneficially owned by such Stockholder as a result of being deemed a member of a “group” (within the meaning of Rule 13d-5 under the Exchange Act) as described in Amendment No. 1 to the Schedule 13D filed with the Securities and Exchange Commission on March 3, 2010 by the Stockholders and the other persons signatory thereto (as amended from time to time, the “Schedule 13D”). Such Stockholder has good and valid title to the Owned Shares, free and clear of any Liens that would prevent such Stockholder from tendering its shares in accordance with this Agreement or complying with its other obligations under this Agreement; provided, however, that Parent and Merger Sub acknowledge any restrictions (including restrictions on exercisability) set forth in that certain Warrant No. W-2 to purchase shares of Common Stock issued on September 18, 2009 (the “Warrant”) and the related Warrant Agreement entered into in connection with the issuance of such Warrant No. W-2 (the “Warrant Agreement” and, together with the Warrant, the “Warrant Documents”). Except as reported in the Schedule 13D, such Stockholder has and will have at all times through and on the Closing Date sole voting and dispositive power with respect to all of the Owned Shares and will be entitled to vote and dispose of all of the Owned Shares.
Clause type: definitions
(a) As used in this Agreement, the following defined terms shall have the meanings indicated below:
Clause type: representations
and Warranties. In order to induce the Lender Group to enter into this Agreement, each Borrower makes the following representations and warranties to the Lender Group which shall be true, correct, and complete, in all material respects, as of the date hereof, and shall be true, correct, and complete, in all material respects, as of the Closing Date, and at and as of the date of the making of each Advance (or other extension of credit) made thereafter, as though made on and as of the date of such Advance (or other extension of credit) (except to the extent that such representations and warranties relate solely to an earlier date) and such representations and warranties shall survive the execution and delivery of this Agreement:
Clause type: termination
This Agreement may be terminated with respect to the Shares to be purchased on a Closing Date by the Representatives by notifying the Company at any time
Clause type: loans
 Subject to the terms provided for in this Agreement, the Lender shall from time-to-time on or after the Effective Date make loans to the Borrower on a revolving basis (each, a “Loan” and collectively, the “Loans”), as requested by the Borrower and agreed to by the Lender (in the Lender’s sole discretion), in amounts that do not result in the aggregate principal amount of all Loans at any one time outstanding exceeding $1,500,000,000.
Clause type: definitions
Capitalized terms in this Article 4 shall have the following meanings:
Clause type: counterparts
This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one in the same Amendment.
Clause type: entire
Agreement. This Agreement, the other Operative Documents and the other agreements and documents referred to herein are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or the other Operative Documents with respect to the rights granted by the Company or any of its Affiliates or any Purchaser or any of its Affiliates set forth herein or therein. This Agreement, the other Operative Documents and the other agreements and documents referred to herein or therein supersede all prior agreements and understandings between the parties with respect to such subject matter.
Clause type: grant_of_option
 The Company hereby grants to the Optionee a non-qualified stock option under the Plan (the "Option") to purchase all or any part of an aggregate of the number of Shares set forth on the signature page to this Agreement on the terms and conditions hereinafter set forth. The Option shall NOT be treated as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
Clause type: compensation
 (a) In consideration of the services to be rendered by the Executive hereunder, including, without limitation, any services rendered by the Executive as director of the Company or of any parent, subsidiary or affiliate of the Company, the Company agrees to pay the Executive, and the Executive agrees to accept fixed compensation at the rate of Eighty Five Thousand ($ 85,000.00), subject to all required federal, state and local payroll deductions, that shall increase on the anniversary date of October 1, 2005 and upon every annual anniversary thereafter, at the rate based on the Consumer Price Index. At such time as the Company has annual sales equal to or in excess of $2,000,000, Executive's base annual compensation shall automatically be increased to $145,000.
Clause type: esop
 Unless otherwise agreed to in writing by the Placement Agent, the ESOP in addition to the terms set forth in Section 6.13, shall be subject to the following terms and conditions. The number of shares of Common Stock to be issuable under the ESOP shall be limited to fifteen percent (the “ESOP Threshold”) of the Company’s issued and outstanding shares of Common Stock; as such number of shares of Common Stock underlying that percentage may be adjusted on an annual basis. The ESOP Threshold shall include the number of shares of Common Stock underlying any issued and outstanding grants under the Company’s 2002 Equity Incentive Plan and the total number of shares of Common Stock reserved for issuance under the Company’s 2013 Equity Incentive Plan or any other future ESOP. Within 30 days of the Final Closing Date, executive officers and key employees shall be entitled to receive at least seventy-five percent of the aggregate sum of any issued and outstanding grants under the ESOP and any grants to the CEO shall not exceed twenty percent of the aggregate sum of any issued and outstanding grants under the ESOP. In this regard, the Company shall periodically inform the Placement Agent of the status of its compliance with this Section. If the Company fails to comply timely with the ESOP provisions, then the Company shall pay the Purchasers $50,000 for each 30 day period (or any portion of such period) that the Company is not in compliance.
Clause type: investments
 It does not own or hold, directly or indirectly, any capital stock or equity security of, or any equity interest in, any Person other than, in the case of AFS Funding, equity interests in AFS Funding Trust.
Clause type: confidentiality
Each of the parties hereto agrees that it shall exercise the same standard of care that it uses to protect its own confidential and proprietary information (“Confidential Information”), but no less than reasonable care, to protect the Confidential Information of the other party. As used herein, Confidential Information, includes, but is not limited, to “Fund Portfolio Information,” which refers to confidential and proprietary information with regard to (i) the portfolio holdings and characteristics of the portion of the Fund allocated to Subadviser that Subadviser manages under the terms of this Agreement, and (ii) any copies of any agreements between the Investment Manager and its various counterparties and all the terms and provisions contained therein, which the Investment Manager (which term shall include the Investment Manager’s directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants) may furnish, disclose or reveal to Subadviser (which term shall include Subadviser’s directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants). Each party hereby agrees to restrict access to the other party’s Confidential Information to its employees who will use it only for the purpose of providing services under this Agreement. The foregoing shall not prevent a party from disclosing Confidential Information (1) that is publicly known or becomes publicly known through no unauthorized act; (2) that is rightfully received from a third party without obligation of confidentiality; (3)(a) that, in the case of Investment Manager’s Confidential Information, is approved in writing by Investment Manager for disclosure, (3)(b) that, in the case of Subadviser’s Confidential Information, is approved in writing by Subadviser for disclosure; (4) that is disclosed in the course of a regulatory examination or that is required to be disclosed pursuant to a requirement of a governmental or regulatory agency or law, so long as the non-disclosing party provides (to the extent permitted under applicable law) the disclosing party (i.e., the party whose Confidential Information would be disclosed) with prompt written notice of such requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (5) to affiliates that have a reason to know such information; (6) to the custod...