bhaskrr/legal-clauses huggingface dataset:
Clause type: headings
The headings of the various articles and sections of this Agreement are for convenience of reference only and shall not be deemed a part of this Agreement or considered in construing the provisions thereof.
Clause type: financing
 Notwithstanding anything contained in this Agreement to the contrary, the Purchaser expressly acknowledges and agrees that the Purchaser’s obligations under this Agreement are not conditioned in any manner whatsoever upon the Purchaser or any Designated Affiliate obtaining any financing. The Purchaser will keep the Seller apprised of all developments or changes relating to the financing contemplated by the Commitment Letters. In the event that the Commitment Letters cease to be in full force and effect at any time or the lenders party thereto indicate any unwillingness to provide the financing contemplated thereby, or for any reason the Purchaser otherwise no longer believes in good faith that it or any Designated Affiliate will be able to obtain the financing contemplated thereby, then the Purchaser will promptly notify the Seller and use best efforts to obtain replacement financing arrangements or commitment letters as soon as reasonably practicable. The Purchaser will not, and will not permit any of its Subsidiaries or Affiliates to, without the prior written consent of the Seller, take any action or enter into any transaction, including any merger, acquisition, joint venture, lease or other Contract or debt or equity financing that would reasonably be expected to impair, delay or prevent the financing contemplated by the Commitment Letters.
Clause type: counterparts
For the convenience of the parties, any number of counterparts of this Warrant may be executed by the parties hereto and each such executed counterpart shall be, and shall be deemed to be, an original instrument.
Clause type: compensation
 (a) The Advisor agrees to pay to the Sub-Advisor and the Sub-Advisor agrees to accept as full compensation for all services rendered by the Sub-Advisor as such, a monthly fee in arrears at an annual rate equal to the amount set forth in Schedule A hereto. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.
Clause type: notices
Any and all notices or other communications or deliveries hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section, (ii) the business day following the date of mailing, if sent by nationally recognized overnight courier service, or (iii) upon actual receipt by the party to whom such notice is required to be given. The addresses for such communications shall be: (1) if to the Company, to CirTran Corporation, 4125 South 6000 West, West Valley City, Utah, 84128 or by facsimile to (801) 963-8823 Attention: Iehab Hawatmeh, or (ii) if to the Holder, to the Holder at the address or facsimile number appearing on the Warrant Register or such other address or facsimile number as the Holder may provide to the Company in accordance with this Section 11.
Clause type: payment
 City shall pay Contractor for work product produced and any authorized reimbursable costs pursuant to this agreement an amount not to exceed the total sum of:
Clause type: taxes
 (a) Any and all payments by the Borrower to or for the account of the Administrative Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its overall net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains a lending office (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under any Loan Document to the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section), each of the Administrative Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender) the original or a certified copy of a receipt evidencing payment thereof.
Clause type: whereas
each Fund so authorized intends that this Agreement be applicable to each of its series set forth on Appendix A hereto (such series together with all other series subsequently established by the Fund and made subject to this Agreement in accordance with Section 19.6 below, shall hereinafter be referred to as the “Portfolio(s)”).
Clause type: termination
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before June 30, 2006; provided, however, that no such termination will affect the right of any party to sue for any breach by the other party (or parties).
Clause type: payment
 Resident accepts financial responsibility for the full Term of the Housing Agreement, regardless of whether the assigned bedroom space is occupied for the full Term or at all. Resident agrees to make full and prompt payment to Owner according to the payment schedule specified above, without demand of Owner, together with all additional charges or fees applicable under this Housing Agreement. The Total Rent stated above is a fixed price for the entire Term and is payable in equal installments for convenience; there is no proration or adjustment for any partial month. Payment may be made by personal check, money order or cashier’s check, or in Owner’s discretion by credit card, check card, electronic check, or by direct bank transfer, provided that Owner reserves the right to charge processing fees as appropriate for such payment methods. Cash will not be accepted. If any payment is returned unpaid, Owner may require Resident to make future payments by certified funds. Payment (including by mail) is deemed made only when actually received by Owner or its agent, subject to clearance of funds. Resident’s payment obligation is a promise by Resident which is independent from all of Owner’s and its agent’s promises, duties and obligations. To cover Owner’s added costs for late payment, each payment will be increased by 5% of the unpaid amount as a late charge if not received by the close of business within two calendar days after the date due. At Owner’s option and without notice to Resident, any amounts owed by Resident, including but not limited to returned check fees, utility overages, damage or replacement costs, and any amount owed by Resident to Owner under a separate agreement (but specifically excluding late charges), will be considered Rent under the terms of this Housing Agreement. In the event any payment is past due, Owner may take legal action for possession and payment and Resident will be responsible for all legal fees and costs in connection with such action. To cover Owner’s added costs for processing of payments dishonored or returned due to insufficient funds, each such payment will be increased by $50 as a returned payment charge and will not be considered paid until valid payment has been received. Payment should be mailed or delivered to Lark at Randall, 1423 Monroe St., Madison, WI 53711. Acceptance by Owner of any payment shall not constitute a waiver of Owner’s right to terminate this Housing Agreement and/or claim any damages. Unpaid cha...
Clause type: investments
 All Investments of the Credit Parties and their Subsidiaries are Permitted Investments.
Clause type: grant
 The Seller grants to the Buyer the right to use the Performance Engineering Programs (PEP) in machine readable form on a single computer during the term of this license agreement (the "License Agreement"). Use of the PEP in readable form will be limited to one (1) copy. However, the Seller may make duplicate copies, provided that they are either contained in the same computer as the original copy, or produced for checkpoint and restart purposes or made with the consent of the Seller for a specific need.
Clause type: payment
 CLIENT shall pay to CONSULTANT the following amounts on the following dates or at the following intervals (e.g. weekly): Payment to be negotiated on a project by project basis with payment terms of 30 days upon presentation of invoice by consultant. Payments may be made by delivery of Common Stock, valued as of the date of issuance.
Clause type: interest
 (a) The portion of the Term Loan comprising each Prime Rate Borrowing shall bear interest at the Prime Rate plus the Applicable Rate.
Clause type: base-salary
 During the first 12 months of the Term, the Company shall pay, and the Executive agrees to accept, in consideration for the Executive’s services hereunder, an annual salary of $120,000, less all applicable taxes and other appropriate deductions. The Company’s Board shall annually review the Executive’s base salary to determine whether such salary should be increased and the amount of any such increase shall be within the Board’s sole discretion.
Clause type: ownership_of_shares
 The Seller is the record and beneficial owner of the Shares as set forth on SCHEDULE 4.1, free and clear of any and all Encumbrances.
Clause type: financing
 Parent presently has cash resources, marketable assets (consisting of no less than 7.1 million shares of Metro, Inc. common stock) and binding written commitments from responsible financial institutions (the “Financing Commitments”), or a combination thereof, and at the Effective Time will have cash resources and Financing Commitments adequate to permit Parent and Merger Sub to consummate the Merger and the other transactions contemplated hereby on a timely basis and to fund the working capital needs of the Surviving Corporation and its Subsidiaries after the Closing, including any repayment or refinancing of debt contemplated in this Agreement or the Financing Commitments and all fees and expenses related to the foregoing. Section 5.17 of the Parent Disclosure Letter sets forth true and complete copies of the Financing Commitments. Except for such amendments or modifications, true and complete copies of which have been provided to the Company, none of the Financing Commitments has been amended or modified prior to the date of this Agreement, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect and are in full force and effect. There are no conditions precedent or other contingencies related to the funding of the full amount of the financing contemplated by the Financing Commitments, other than as set forth in the Financing Commitments. As of the date of this Agreement, Parent does not have any reason to believe any of the conditions to the financing contemplated by the Financing Commitments will not be satisfied or that the financing contemplated by the Financing Commitments will not be available to Parent and Merger Sub on the Closing Date.
Clause type: dividends
 The Board of Directors may declare dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation and the laws of the State of Delaware.
Clause type: assignment
Neither this Agreement nor any right of the parties hereunder may be assigned or delegated by any party hereto without the prior written consent of the other party.
Clause type: interest
 Until paid, all amounts due and payable by each Grantor hereunder shall be a debt secured by the Collateral and shall bear, whether before or after judgment, interest at a rate per annum equal to the Default Rate, from the date of payment by the Agent to the date reimbursed by such Grantor, and such interest shall be payable by such Grantor to the Agent on demand.
Clause type: investment-company-act
 None of the Borrowers is an “investment company” within the meaning of the Investment Company Act.
Clause type: investment-company-act
 None of SCG and the SCG Subsidiaries is, and as of the date of the Merger Closing they will not be, an "investment company" within the meaning of the Investment Company Act of 1940, as amended, nor an "investment adviser" within the meaning of the Investment Advisers Act of 1940, as amended.
Clause type: severability
If any term or other provision of this Agreement or the Schedules or Exhibits attached hereto is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto 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 transactions contemplated hereby are fulfilled to the fullest extent possible.
Clause type: headings
The headings, captions and arrangements utilized in this Agreement shall not be construed to limit or modify the terms or meaning of this Agreement.
Clause type: investments
 Without the prior written consent of Lender, which shall not be unreasonably withheld, each Borrower will not (i) make investments in, or advances to, any individual, partnership, corporation, limited liability company, trust or other organization or person; or (ii) purchase or otherwise invest in or hold securities, nonoperating real estate or other nonoperating assets or purchase all or substantially all the assets of any entity.
Clause type: entire
Agreement. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto, except for any changes permitted without consent under Section 9 of the Plan.
Clause type: now
THEREFORE in consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows:
Clause type: headings
The Article, Section and Subsection titles hereof are inserted for convenience of reference only and shall in no way alter, modify or define, or be used in construing, the text of such Articles, Sections or Subsections.
Clause type: investment-company-act
 Antero Water is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder (collectively, the “Investment Company Act”) or a “business development company” (as defined in Section 2(a)(48) of the Investment Company Act).
Clause type: confidentiality
The Subadvisor will treat as proprietary and confidential any information obtained in connection with its duties hereunder, including all records and information pertaining to the Series and its prior, present or potential shareholders. The Subadvisor will not use such information for any purpose other than the performance of its responsibilities and duties hereunder. Such information may not be disclosed except after prior notification to and approval in writing by the Series or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities.
Clause type: now
THEREFORE in consideration of the promises and the mutual covenants and agreements set forth in this Agreement, the parties agree as follows:
Clause type: counterparts
This Agreement may be executed in several ------------ counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument.
Clause type: ownership_of_shares
 Such Stockholder is the record and beneficial owner of the number of Western Shares indicated in Exhibit A, free and clear of any Liens or encumbrance.
Clause type: interest
 In the event that Administrative Agent incurs any obligations, costs or expenses under this Agreement, Indemnitor shall pay Administrative Agent promptly on demand, and if such payment is not received within ten (10) Business Days, interest on such amount shall, after the expiration of the ten (10) Business Day period, accrue at the Default Rate until such amount, plus interest, is paid in full.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as herein provided.
Clause type: investment-company-act
 No Credit Party or any of its respective Subsidiaries is, or will be after giving effect to the transactions contemplated hereby, an "investment company" or a company "controlled" by an "investment company," within the meaning of the Investment Company Act of 1940, as amended, or subject to any foreign, federal or local statute or regulation limiting its ability to incur indebtedness for money borrowed or guarantee such indebtedness as contemplated hereby or by any other Credit Document.
Clause type: headings
The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this Agreement.
Clause type: counterparts
This Agreement may be executed in two or more counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument.
Clause type: termination
(a) This Agreement will continue in effect until terminated as provided in this Section 9. This Agreement may be terminated by either the Company as to any of you or by any of you insofar as this Agreement relates to such of you, by giving written notice of such termination to such of you or the Company, as the case may be. This Agreement shall so terminate at the close of business on the first business day following the receipt of such notice by the party to whom such notice is given. In the event of such termination, no party shall have any liability to the other party hereto, except as provided in the fifth paragraph of Section 2(a), Section 4(h), Section 8 and Section 10. The provisions of this Agreement (including without limitation Section 7 hereof) applicable to any purchase of a Note for which an agreement to purchase exists prior to the termination hereof shall survive any termination of this Agreement. If, at the time of any such termination, (i) any Purchaser shall own any Notes purchased pursuant to a Terms Agreement with the intention of reselling them or (ii) an offer to purchase any of the Notes has been accepted by the Company but the time of delivery to the purchaser or its agent of such Notes has not occurred, the covenants set forth in Sections 4 and 6 hereof shall remain in effect for such period of time (not exceeding nine months) until such Notes are so resold or delivered, as the case may be.
Clause type: headings
The headings of the Sections of this Agreement are for reference purposes only and do not define or limit, and shall not be used to interpret or construe the contents of this Agreement.
Clause type: representations
and Warranties. The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty relates to an earlier date, in which case as of such earlier date).
Clause type: counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute a single agreement.
Clause type: payment
 Payment of all compensation to Executive hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices, and shall be subject to all applicable employment and withholding taxes.
Clause type: taxes
 So long as any of the Environmental Trust Bonds are Outstanding, the Issuer shall pay all taxes, assessments and governmental charges imposed upon it or any of its properties or assets or with respect to any of its franchises, business, income or property before any penalty accrues thereon if the failure to pay any such taxes, assessments and governmental charges would, after any applicable grace periods, notices or other similar requirements, result in a Lien on the Environmental Trust Bond Collateral; provided, that no such tax need be paid if the Issuer is contesting the same in good faith by appropriate proceedings promptly instituted and diligently conducted and if the Issuer has established appropriate reserves as shall be required in conformity with generally accepted accounting principles.
Clause type: capitalization
 As of December 31, 2004, the Company had an authorized, issued and outstanding capitalization as set forth in its statements of financial condition included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004. All of the issued and outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right.
Clause type: investments
 The Borrower will not, nor will it permit any of its Subsidiaries to, make or suffer to exist any Investments, or commitments therefor, except:
Clause type: interest
 Any amount payable to Manager or Owner by the other which has not been paid when due shall accrue interest at the lesser of: (a) the highest legal limit in the state in which the Hotel is located, (b) the highest legal limit in the state of Tennessee, or (c) two percentage points (2%) over the published base rate of interest charged by Citibank, N.A., New York, New York, to borrowers on ninety (90) day unsecured commercial loans, as the same may be changed from time to time.
Clause type: termination
The Acquired Fund shall be terminated promptly following the Closing Date and the making of all distributions pursuant to paragraph 1.4.