bhaskrr/legal-clauses huggingface dataset:
Clause type: taxes
 The Participant has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. In accordance with the terms of the Plan, the Participant may elect to satisfy any applicable tax withholding obligations arising from the vesting or settlement of the Restricted Stock Units by having the Company withhold a portion of the shares of Common Stock to be delivered to the Participant upon settlement of the Restricted Stock Units or by delivering to the Company vested shares of Common Stock owned by the Participant, that in either case have a Fair Market Value equal to the sums required to be withheld; provided that, the number of shares of Common Stock which may be withheld in order to satisfy the Participant’s federal, state, local and foreign income and payroll tax liabilities hereunder shall be limited to the number of shares of Common Stock which have a Fair Market Value on the date of withholding equal to the aggregate amount of such tax liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income.
Clause type: investment-company-act
 The Company shall, and shall cause each other Subject Company to, conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act.
Clause type: miscellaneous
(a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
Clause type: representations
and Warranties. TABLE OF CONTENTS (continued) PAGE SECTION 3.01. Organization; Powers.........................................53 SECTION 3.02. Authorization................................................53 SECTION 3.03. Enforceability...............................................53 SECTION 3.04. Governmental Approvals.......................................54 SECTION 3.05. Financial Statements.........................................54 SECTION 3.06. No Material Adverse Change...................................54 SECTION 3.07. Title to Properties..........................................55 SECTION 3.08. Subsidiaries.................................................55 SECTION 3.09. Litigation; Compliance with Laws.............................55 SECTION 3.10. Agreements...................................................55 SECTION 3.11. Federal Reserve Regulations..................................55 SECTION 3.12. Investment Company Act; Public Utility Holding Company Act...56 SECTION 3.13. Use of Proceeds..............................................56 SECTION 3.14. Tax Returns..................................................56 SECTION 3.15. No Material Misstatements....................................56 SECTION 3.16. Employee Benefit Plans.......................................56 SECTION 3.17. Environmental Matters........................................57 SECTION 3.18. Insurance....................................................57 SECTION 3.19. Labor Matters................................................57 SECTION 3.20. Solvency.....................................................58 SECTION 3.21. Representations and Warranties in Merger Agreement...........58 SECTION 3.22. Senior Indebtedness..........................................58
Clause type: insurance
The Company shall during the entire term of this Agreement and any renewals thereof, at its own cost and expense, take out and keep in full force the following insurance coverage with respect to all activities arising from this Agreement. This insurance shall be primary, non-contributing with and not excess of any other insurance available to the County. The policies shall be underwritten by an insurer licensed to do business in the Province of Ontario. Such policies shall include but not be limited to: Commercial General Liability insurance on a per occurrence basis for an amount of not less than Two Million Dollars ($2,000,000); such policy to include, but not be limited to, non-owned automobile liability; personal injury; broad form property damage; blanket contractual liability; owners and contractors protective liability; products and completed operations liability; contingent employers’ liability; and, shall include cross liability and severability of interest clauses. The Corporation of the County of Grey shall be named as an Additional Insured thereunder, with respect to the Company’s operations, acts and omissions relating to its obligations under this Agreement. This policy shall not be invalidated as respects the interests of the County by reason of any breach or violation on any warranties, representations, declarations or conditions. Automobile Liability insurance for an amount not less than Two Million Dollars ($2,000,000) on forms meeting statutory requirements covering third party property damage and bodily injury liability (including accident benefits) covering all licensed vehicles used in any manner in connection with the performance of the terms of this Agreement, and/or as may be required by Applicable Laws. Insurance upon property of every description owned by the Company, or for which the Company is legally liable or installed by or on behalf of the Company and which is located within the ROW, on an All Risk basis for the full replacement cost thereof, as well as business interruption insurance in such amount as will reimburse the Company for direct or indirect loss of earnings attributable to an insured peril. Any other form or limits of insurance as the County, acting reasonably, may require from time to time throughout the Term of the Agreement in form, in amounts and for insurance risks against which a prudent person would insure. The parties agree that the insurance requirements shall be subject to review from time to time throu...
Clause type: loans
 Except for such failures of the following to be true as would not be reasonably expected to (x) be, individually or in the aggregate, material to the Company and its Subsidiaries taken as a whole or (y) adversely affect the enforceability or collectability of the Loans (except to the extent such adverse effect on enforceability or collectability would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries taken as a whole), since January 1, 2017 (i) each Loan (x) was solicited and originated and has been administered and serviced in accordance with the Company’s or such Subsidiary’s, as applicable, underwriting, lending and servicing standards and in accordance with usury and all other applicable Law and (y) made or held by the Company or any of its Subsidiaries has arisen from bona fide transactions in the ordinary course of the business of the Company or its Subsidiary(ies), as applicable; (ii) the terms and conditions of each agreement establishing each Loan (each, a “Loan Agreement”), including all fees, charges, interest, and loan terms thereof and the provisions regarding arbitration of claims (excepting claims for public injunction), and, assuming due authorization, execution and delivery by the borrower(s) thereunder, constitute a legal, valid and binding obligation of the borrower(s) of the Loan funds, enforceable against such borrower(s) in accordance with its terms (subject to the Enforceability Exceptions); and (iii) all Loan solicitation and marketing materials, scripts, website disclosures, policies and procedures and administrative practices (including collection practices) of the Company and each of its Subsidiaries comply in all material respects with applicable Law.
Clause type: indemnification
(a) The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act against any and all losses, liabilities, claims, damages and expenses whatsoever as incurred (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, as originally filed or any amendment thereof, or any related Preliminary Prospectus or the Prospectus, or in any supplement thereto or amendment thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company will not be liable in any such case (i) to the extent but only to the extent that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter expressly for use therein and (ii) with respect to any preliminary prospectus or preliminary prospectus supplement to the extent that any such loss, claim, damage or liability results from the fact that an Underwriter sold Shares to a person as to whom it shall be established that there was not sent or given, at or prior to written confirmation of such sale, a copy of the prospectus or prospectus supplement as then amended or supplemented in any case where such delivery is required by the Securities Act if the Company has previously furnished copies thereof in sufficient quantity to such Underwriter and with sufficient time to effect a recirculation pursuant to Rule 461 under the Securities Act and the loss, claim, damage or liability of the Underwriters results from an untrue s...
Clause type: counterparts
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement.
Clause type: assignment
Neither this Agreement nor any rights of the Company hereunder may be assigned to any other Person.
Clause type: base-salary
 During the Employment Term the Executive shall receive a base salary ("Base Salary") in such amount as may from time to time be approved by the Board. The Base Salary shall at no time be less than the annual base salary payable to the Executive on the date of this Agreement; provided, however, that the Bank may receive reimbursement of some or all of such amount from the Company as agreed between the Boards of Directors of the Bank and Company, to appropriately reflect the allocation of Executive's time and efforts between each. Any increase in Base Salary or other compensation granted by the Board of Director of the Bank shall in no way limit or reduce any other obligation of the Bank under this Agreement and, once established at an increased specified rate, Executive's Base Salary under this Agreement shall not thereafter be reduced. Executive's Base Salary and other compensation shall be paid in accordance with the Bank's regular payroll practices, as from time to time in effect.
Clause type: governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of laws rules.
Clause type: compensation
 The Borrower promises to indemnify each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Credit Agreement, (b) default by the Borrower in making any prepayment of a Eurodollar Loan after the Borrower has given a notice thereof in accordance with the provisions of this Credit Agreement and (c) the making of a prepayment of Eurodollar Loans on a day which is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to (i) the amount of interest which would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of the applicable Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Eurodollar Loans provided for herein (excluding, however, the Applicable Percentage included therein, if any) minus (ii) the amount of interest (as reasonably determined by such Lender) which would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank Eurodollar market. The agreements in this Section shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder.
Clause type: severability
If any term or provision of this Agreement or the application thereof to any Person or circumstance shall, to any extent, be held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement or the application of any such term or provision to Persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. If any of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, scope, activity or subject, it shall be construed by limiting and reducing it, so as to be valid and enforceable to the extent compatible with the applicable law or the determination by a court of competent jurisdiction.
Clause type: now
THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:
Clause type: ownership_of_shares
 The Seller is the lawful owner, beneficially and of record, of the Shares free and clear of all liens, claims, charges, encumbrances, restrictions or any third party rights.
Clause type: interest
 Subject to the provisions of Section 2.2, the outstanding Loans shall bear interest at a per annum rate equal to the LIBOR Rate for the applicable Interest Period plus the LIBOR Rate Spread.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. This Agreement shall be effective when it has been executed by the Borrower, the Agent and the Lenders and each party has notified the Agent by facsimile transmission or telephone that it has taken such action.
Clause type: headings
The headings of the Sections and Articles of this Agreement are inserted for convenience only and shall not constitute a part thereof.
Clause type: termination
a) Program Member may terminate this Agreement at any time upon thirty days prior written notice to Personalized Care Practice and Signature MD. Program Member will not be entitled to a refund of Member Amenities Fee or a portion thereof, except as provided in Section 7(b) below.
Clause type: representations
and Warranties. The Company represents and warrants to you as follows:
Clause type: payment_terms
 Section 3.1. CNYCC shall pay Project Participant for Project Deliverables and performance in accordance with the terms and conditions set forth in Appendix B to this Agreement. The payment terms set forth in Appendix B shall be subject to the contingencies for payment set forth in Section 4.3 of the Partner Organization Agreement.
Clause type: headings
Headings and titles are for convenience only and do not affect the interpretation of this Agreement.
Clause type: taxes
 The Seller will file and pay any and all Taxes required to meet the obligations of the Transaction Documents.
Clause type: ownership_of_shares
 Special K Fund is the beneficial owner of 27,781 shares of Common Stock and K Capital Fund is the beneficial owner of 181,569 shares of Common Stock, in each case free and clear of any Encumbrances. Such shares are all of the shares of Common Stock beneficially owned by any of the K Capital Parties or any of their Affiliates. At the Closing, the K Capital Investment Funds will transfer and deliver to the Company good and marketable title to all the Shares, free and clear of any Encumbrances.
Clause type: insurance
The Company may, at its election and for its benefit, insure the Employee against accidental loss or death, and the Employee shall submit to such physical examination and supply such information as may be required in connection therewith.
Clause type: compensation
 The Bank agrees to compensate, and the Company agrees to cause the Bank to compensate, the Executive for his services hereunder during the term of this Agreement by payment of a salary at the annual rate of $70,000 in such monthly, semi-monthly or other payments as are from time to time applicable to other executive officers of the Bank. The Executive's salary may be increased from time to time during the term of this Agreement in the sole discretion of the Board of Directors of the Bank, but Executive's salary shall not be reduced below the level then in effect. In addition, Executive shall be entitled to participate in incentive compensation plans as may from time to time be established by the Company or the Bank on an equivalent basis as other executive officers of the Company or the Bank (but recognizing differences in responsibilities among executive officers).
Clause type: indemnification
Distributor, on its own behalf and on behalf of any Foreign Affiliate entering into an agreement to distribute and accept sales of Shares of the Fund, agrees to indemnify and hold harmless the Corporation or Fund, as appropriate, and each of the Corporation’s directors, officers, employees, representatives and each person, if any, who controls the Corporation or Fund within the meaning of Section 15 of SA-33 against any and all losses, liabilities, damages, claims, or expenses (including the reasonable costs of investigating or defending any alleged loss, liability, damage, claim, or expense and reasonable legal counsel fees incurred in connection therewith) to which the Corporation or Fund or such of the Corporation’s directors, officers, employees, representatives, or controlling person may become subject under SA-33, under any other statute, at common law, or in any jurisdiction outside the United States, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by Distributor (or Foreign Affiliate) or any of Distributor’s (or Foreign Affiliate’s) directors, officers, employees, or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, shareholder report, or other information covering Shares filed or made public by the Corporation, on behalf of the Fund, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon information furnished to the Corporation by Distributor. In no case (i) is Distributor’s indemnity in favor of the Corporation or Fund, as appropriate, or any person indemnified to be deemed to protect the Corporation or Fund, as appropriate, or such indemnified person against any liability to which the Corporation or Fund, as appropriate, or such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his duties or by reason of his reckless disregard of his obligations and duties under this Agreement or (ii) is Distributor to be liable under its indemnity agreement contained in this Paragraph with respect to any claim made against the Corporation or Fund, as appropriate, or any person indemnified unless the Corporatio...
Clause type: severability
The provisions of this Agreement are severable, and any provision of this Agreement that is held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable in any respect will not affect the validity or enforceability of any other provision of this Agreement.
Clause type: esop
 ESOP shall mean the "Meade Instruments Corp. Employee Stock Ownership Plan" established and maintained by the Company as an employee benefit plan, effective March 1, 1996, pursuant to the Meade Instruments Corp. Employee Stock Ownership Plan (the "ESOP Plan Document") and the ESOP Trust Agreement. ESOP Loan. ESOP Loan shall mean the loan made by the Company to the ESOP Trustee in order to enable the ESOP Trustee to purchase the Employer Securities in accordance with the ESOP Purchase Agreements.
Clause type: definitions
Unless the context requires a different meaning, capitalized terms are used in this Agreement as defined below.
Clause type: payment
 The agencies involved will authorize and process for payment each invoice within thirty (30) days after the date of receipt of a correct invoice. The contractor or vendor must accept full payment by procurement (credit) card and/or conventional check and/or other electronic means at the State’s option, without imposing any additional fees, costs or conditions.
Clause type: investments
 7.6 Existing Liens EXHIBITS: A Form of Compliance Certificate B-1 Form of Closing Certificate of the Company B-2 Form of Closing Certificate of each Subsidiary Borrower C Form of Assignment and Assumption D-1 Form of Legal Opinion of Mayer Brown LLP D-2 Form of Legal Opinion of Appleby (Bermuda) Limited E-1 Form of Exemption Certificate (Non-Partnerships) E-2 Form of Exemption Certificate (Partnerships) F Form of Company Note G Form of Subsidiary Borrower Note H Form of Notice of Conversion/Continuation I Form of Subsidiary Borrower Agreement J Form of Commitment Increase Supplement K Form of New Lender Supplement L Form of Several Letter of Credit M Form of Borrowing Request N Form of Prepayment Notice SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of March 27, 2017, among ASPEN INSURANCE HOLDINGS LIMITED, a Bermuda exempted limited liability company (the “Company”), the Subsidiary Borrowers (as defined below; together with the Company, collectively, the “Borrowers” and individually, a “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), CITIBANK, N.A., as syndication agent (in such capacity, the “Syndication Agent”), DEUTSCHE BANK SECURITIES INC., THE BANK OF NEW YORK MELLON and LLOYDS SECURITIES INC., as co-documentation agents (in such capacities, each a “Co-Documentation Agent”), THE BANK OF NEW YORK MELLON, as collateral agent, and BARCLAYS BANK PLC, as administrative agent. The parties hereto hereby agree as follows: