bhaskrr/legal-clauses huggingface dataset:
Clause type: indemnification
The Trust agrees to indemnify and hold harmless Ultimus from and against any and all actions, suits, claims, losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) (collectively, "Losses") arising directly or indirectly out of any action or omission to act which Ultimus takes (i) at any request or on the direction of or in reliance on the reasonable advice of the Trust, (ii) upon any instruction, notice or other instrument that Ultimus reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust (other than an employee or other affiliated person of Ultimus who may otherwise be named as an authorized representative of the Trust for certain purposes) or (iii) on its own initiative, in good faith and in accordance with the standard of care set forth herein, in connection with the performance of its duties or obligations hereunder; provided, however that the Trust shall have no obligation to indemnify or reimburse Ultimus under this Article 8 to the extent that Ultimus is entitled to reimbursement or indemnification for such Losses under any liability insurance policy described in this Agreement or otherwise. Ultimus shall not be indemnified against or held harmless from any Losses arising directly or indirectly out of Ultimus' own willful misfeasance, bad faith, negligence in the performance of its duties, or reckless disregard of its obligations and duties hereunder. (As used in this Article 8, the term "Ultimus" shall include directors, officers, employees and other agents of Ultimus as well as Ultimus itself.)
Clause type: investment-company-act
 None of the Credit Parties is an “investment company” within the meaning of, and subject to registration under, the Investment Company Act of 1940, as amended.
Clause type: investment-company-act
 Neither Constellation nor any of the Constellation Subsidiaries is, or on the Closing Date will be, required to be registered as an investment company under the Investment Company Act. Neither Constellation nor any of the Constellation Subsidiaries serves as an investment adviser to any RIC Fund.
Clause type: ownership_of_shares
 The Stockholder is the record and beneficial owner of the number of Shares set forth opposite such Stockholder's name on Schedule I hereto. On the date hereof, the Existing Shares set forth opposite such Stockholder's name on Schedule I hereto constitute all of the Shares owned beneficially or of record by such Stockholder. The Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Sections 2 and 3 hereof, sole power of disposition, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Existing Shares set forth opposite Stockholder's name on Schedule I hereto, with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement.
Clause type: representations
and Warranties. The Borrower represents and warrants to the Administrative Agent and the Lenders that:
Clause type: financing
 The Buyer has, and at the Closing will have, sufficient sources of financing in order to consummate the transactions contemplated by the Agreement and to fulfill its obligations hereunder, including without limitation payment to the Seller of the Purchase Price at the Closing.
Clause type: payment
 In consideration of Utility’s agreement to provide Confidential Utility Information in accordance with Section 2, Third Party shall pay to Utility fees pursuant to its tariffs.
Clause type: headings
The headings in this Warrant are for reference only and shall not affect the interpretation of this Warrant.
Clause type: dividends
 (w) Except as disclosed in writing to Meridex, BSI has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its shares or securities or, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares or securities or agreed to do any of the foregoing.
Clause type: confidentiality
During and following the Executive’s employment by the Company, the Executive shall hold in confidence and not directly or indirectly disclose or use or copy or make lists of any confidential information or proprietary data of the Company (including that of the Employer), except to the extent authorized in writing by the Board of Directors of the Company or required by any court or administrative agency, other than to an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of duties as an executive of the Company. Confidential information shall not include any information known generally to the public or any information of a type not otherwise considered confidential by persons engaged in the same business or a business similar to that of the Company. All records, files, documents and materials, or copies thereof, relating to the business of the Company which the Executive shall prepare, or use, or come into contact with, shall be and remain the sole property of the Company and shall be promptly returned to the Company upon termination of employment with the Company.
Clause type: whereas
the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”), and engages in the business of asset management; and
Clause type: headings
The section headings contained herein are for the purposes of convenience only and are not intended to define or limit the contents of the sections.
Clause type: dividends
 Subject to the following sentence, Borrower may (i) make any distributions in redemption of any Capital Stock of the Borrower and (ii) make or declare any dividends or similar distributions with respect to its common Capital Stock; provided that during the continuation of any Default, the Borrower shall not declare or make any such dividends or distributions except that the Borrower may declare and make cash distributions to its shareholders in an aggregate amount not to exceed the greater of (x) an amount equal to ninety percent (90%) of Borrower’s real estate investment trust taxable income and (y) the minimum amount necessary for the Borrower to remain in compliance with Section 6.10. If a Default specified in Section 7.1, Section 7.6 or Section 7.7 shall exist, or if as a result of the occurrence of any other Default any of the Obligations have been accelerated pursuant to Section 8.1, the Borrower shall not, and shall not permit any Subsidiary to, make any dividends or distributions to any Person other than the Borrower or a Subsidiary; provided that, in the case of a Subsidiary that is not a Wholly-Owned Subsidiary, such Subsidiary may make distributions to holders of Capital Stock in such Subsidiary ratably according to the holders’ respective holdings of the type of Capital Stock in respect of which such distributions are being made and provided further that the Borrower may, in all events, make cash distributions to its shareholders in an aggregate amount equal to the minimum amount necessary for Borrower to remain in compliance with Section 6.10.
Clause type: capitalization
 The authorized capital stock of each of Buyer is as follows: 50,000,000 shares of common stock, par value $.001 authorized, of which 1,360,000 shares of common stock are outstanding and 1,000,000 shares of preferred stock, par value $.001 authorized, of which no shares of preferred stock are outstanding.
Clause type: miscellaneous
In addition to and neither in lieu nor in contravention of the services set forth above, Private Trust shall: (i) perform all the customary services of a transfer agent, registrar, dividend disbursing agent and agent of the dividend reinvestment and cash purchase plan as described herein consistent with those requirements set forth as at the date of this Agreement; (ii) require proper forms of instructions, signatures and signature guarantees and any necessary documents supporting the opening of shareholder accounts, transfers and redemptions and other shareholder account transactions, all in conformance with Private Trust's present procedures with such changes or deviations therefrom as may be from time to time required or approved by a Fund, or the Fund's counsel or Private Trust's counsel and the rejection of orders or instructions not in good order in accordance with the applicable Fund prospectus; (iii) provide to the person designated by the Funds daily Blue Sky reports generated by Private Trust; (iv) provide to the Funds escheatment reports as reasonably requested by the Funds with respect to the status of the Funds' accounts and outstanding checks; and (v) maintain a current, duplicate set of the Funds' essential records at a secure separate location in a form available and usable forthwith in the event of any breakdown or disaster disruption of Private Trust's main operation. The detailed definition, frequency, limitations and associated costs (if any) set out in the attached fee schedule, include but are not limited to: maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing proxies, tabulating proxies, mailing Shareholder reports to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts where applicable, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders.
Clause type: notices
Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by fax or 48 hours after being sent by nationally-recognized courier or deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party’s address or fax number as set forth below or as subsequently modified by written notice.
Clause type: investment-company-act
 USA Dealers either (a) is not an "investment company", or a company "controlled" by, or an "affiliated company" with respect to, an "investment company", within the meaning of the Investment Company Act of 1940 (the "Investment Company Act") or (b) satisfies all conditions for an exemption from the Investment Company Act, and, accordingly, USA Dealers is not required to be registered under the Investment Company Act.
Clause type: ownership_of_shares
 On the date hereof, the Shares are all of the shares of the Company's Common Stock currently beneficially owned by the Stockholder. Stockholder has no rights to acquire additional shares of the Company's Common Stock, and has converted all shares of preferred stock of the Company owned by it into Common Stock. Stockholder currently has, and at the Closing described in Section 3 will have, good, valid and marketable title to the Shares, free and clear of all liens, encumbrances, restrictions, options, warrants, rights to purchase and claims of every kind (other than the encumbrances created by this Agreement and other than restrictions on transfer under applicable U.S. Federal and State securities laws). As set forth on the form 8 K filed by the Company with the Securities and Exchange Commission on December 19, 1996, and notwithstanding assertions to the contrary made by Royalstar in a letter to Company dated January 10, 1997, Stockholder is of the opinion, based on the advice of its outside counsel, that the Shareholders Agreement among John Young, Royalstar, the Company, Stockholder, Tonkin Springs Venture Limited Partnership and Tonkin Springs Gold Mining Company terminated effective as of the date John Young resigned as an officer and director of the Company. 8.2
Clause type: interest
 Each of the Borrowers will pay to the Administrative Agent or, in the case of non-Dollar denominated Multi-Currency Loans, non-Dollar-denominated US$-Canadian Loans or non-Dollar- denominated US$ Loans, to the Multi-Currency Payment Agent, for the account of each Lender interest on the unpaid principal amount of each Loan made by such Lender to such Borrower for the period commencing on the date of such Loan to but excluding the date such Loan shall be paid in full, at the following rates per annum:
Clause type: interest
 The Loan shall bear interest from the -------- Disbursement Date on the unpaid principal amount thereof until the earlier of an Event of Default or the date upon which such amount shall become due and payable (whether upon Maturity, by Acceleration or otherwise) at a rate per annum equal to one percent (1 %) plus the Prime Rate.
Clause type: investments
 All expenditures made and all liabilities incurred by any Person (contingently or otherwise) for the acquisition of stock or Indebtedness of, or for loans, advances, or capital contributions to, or in respect of any guaranties of Indebtedness (or other commitments as described under Indebtedness), or obligations in the nature of Indebtedness or securities of, any other Person.
Clause type: counterparts
This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
Clause type: interest
 Neither members nor the Contractor may retain interest on POWER Accounts. The Contractor shall keep POWER Account funds in a safe, liquid, interest bearing account. On an annual basis at the end of each calendar year, the Contractor shall report in the aggregate the interest accrued on its members’ POWER Accounts. The Contractor shall return this amount to the State within sixty (60) calendar days after the end of each calendar year.
Clause type: base-salary
 The Employee’s monthly salary shall be Twenty Thousand Dollars ($20,000.00). The base salary shall be payable in equal installments in accordance with TRYCERA’s standard payroll practices. Payment or partial payment or accrual of payment shall commence on “Effective Date” stated above. The Employee’s annual base salary shall be reviewed no less frequently than quarterly for increases and bonuses in the discretion of the TRYCERA Compensation Committee and/or Board, taking into account the compensation level for employees with similar skills and responsibilities at companies comparable to TRYCERA, the financial condition of TRYCERA, and the Employee’s value to TRYCERA relative to other members of the executive management of TRYCERA; provided, however, that at no time during the term of this Agreement shall the Employee’s base salary be decreased from the base salary then in effect except as part of an general program of salary adjustment by TRYCERA applicable to all executive vice presidents and above.
Clause type: grant_of_option
 Subject to and upon the terms and conditions set forth in this Agreement, the Corporation hereby grants to Optionee, as of the grant date (the "Grant Date") specified in the accompanying Notice of Grant of Stock Option (the "Grant Notice"), a stock option to purchase up to that number of shares of the Corporation's Common Stock (the "Option Shares") as is specified in the Grant Notice. The Option Shares shall be purchasable from time to time during the option term at the option price per share (the "Option Price") specified in the Grant Notice.
Clause type: payment
 License and other fees associated with the Content and Platform shall be set forth in the Order Form and are in United States dollars (USD). Except as otherwise specified herein or in the Order Form, (i) fees are based on the Content and Platform purchased and/or products and services requested and not actual usage, (ii) payment obligations are non-cancelable and, unless otherwise stated herein, fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant Period of Agreement. If You provide credit card information to Us, You authorize Us to charge such credit card for all products and services listed in the Order Form for the initial Period of Agreement and any renewal Period of Agreement as set forth in Section 5 (Term of License). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the Order Form. Invoiced charges are due and payable net thirty (30) days from the invoice date. Initial license fees of less than $1,000 must be paid by credit card prior to receiving access to the Content and the Platform.
Clause type: board
 The term “Board of Directors,” when used other than with specific reference to another entity, means the Board of Directors of Key.
Clause type: capitalization
 The authorized capital stock of the Company and the shares thereof currently issued and outstanding as of the date hereof is set forth on Schedule 2.1(c) hereto. All of the issued and outstanding shares of the Common Stock have been duly and validly authorized. Except as contemplated by the Transaction Documents or as set forth on Schedule 2.1(c) hereto:
Clause type: investments
 Subject to Article V and Section 6.1 hereof, to invest in, purchase or otherwise acquire and to hold real, personal or mixed, tangible or intangible, property of any kind wherever located, or rights or interests therein or in connection therewith, all without regard to whether such property, interests or rights are authorized by law for the investment of funds held by trustees or other fiduciaries, or whether obligations the Company acquires have a term greater or lesser than the term of office of the Directors or the possible termination of the Company, for such consideration as the Directors may deem proper (including cash, property of any kind or Securities of the Company); provided, however, that the Directors shall take such actions as they deem necessary and desirable to comply with any requirements of the MGCL relating to the types of assets held by the Company.
Clause type: interest
 (a) Subject to the provisions of subsection (b) below, (i) each Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom or a Participating Member State) the Mandatory Cost; (ii) each Base Rate Committed Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.
Clause type: counterparts
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).
Clause type: whereas
the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and
Clause type: severability
If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.
Clause type: ownership_of_shares
 Seller owns the Interests free and clear of any Encumbrances, and, except as contemplated by this Agreement, Seller has not directly or indirectly sold or otherwise transferred any interest in (including as security for any debt or other obligation), or granted any right to purchase or otherwise acquire any interest in, any of the Interests. The Interests are uncertificated.
Clause type: notices
All payments, notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be delivered personally (which shall include delivery by courier or overnight delivery service) or sent by certified or registered mail postage prepaid, certified or return receipt requested, or sent by facsimile transmission, to the parties at their respective address set forth below or at such other address as shall be given in writing by a party to the other party. Items delivered personally or by facsimile transmission shall be deemed delivered on the date of actual delivery; items sent by certified or regular mail shall be deemed delivered three (3) days after mailing. If to Buyer: ALARIS Medical Systems, Inc. 10221 Wateridge Circle San Diego, CA 92121-2733 Attn: Legal Department Facsimile: (619) 458-6156 If to Parent: Invacare Corporation One Invacare Way Elyria, Ohio 44036-2125 Attn: Chief Financial Officer Facsimile: ____________________ If to Seller: Invacare Infusion Systems One Invacare Way Elyria, Ohio 44036-2125 Attn: Chief Financial Officer Facsimile: ____________________