bhaskrr/legal-clauses huggingface dataset:
Clause type: confidentiality
The Administrative Agent and each Lender shall use any confidential non-public information concerning the Borrower and its Subsidiaries and Affiliates that is furnished to the Administrative Agent or such Lender by or on behalf of the Borrower and its Subsidiaries in connection with the Loan Documents (collectively, “Confidential Information”) solely for the purpose of administering and enforcing the Loan Documents, and it will hold the Confidential Information in confidence. Notwithstanding the foregoing, the Administrative Agent and each Lender may disclose Confidential Information (a) to their affiliates or any of their or their affiliates’ directors, officers, employees, auditors, counsel, advisors, or representatives (collectively, the “Representatives”) who need to know such information for the purposes set forth in this Section and who have been advised of and acknowledge their obligation to keep such information confidential in accordance with this Section, (b) to any bank or financial institution or other entity to which such Lender has assigned or desires to assign an interest or participation in the Loan Documents or the Obligations or to any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to the Borrower and its obligations, provided that any such foregoing recipient of such Confidential Information agrees to keep such Confidential Information confidential as specified herein, (c) to any governmental agency or regulatory body having or claiming to have authority to regulate or oversee any aspect of the Administrative Agent’s or such Lender’s business or that of their Representatives in connection with the exercise of such authority or claimed authority (in which case such Lender shall, except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, use reasonable efforts to promptly notify the Borrower, in advance, to the extent lawfully permitted to do so), (d) to the extent necessary or appropriate to enforce any right or remedy or in connection with any claims asserted by or against the Administrative Agent or such Lender or any of their Representatives, (e) pursuant to any subpoena or any similar legal process (in which case such Lender shall use reasonable efforts to promptly notify the Borrower, in advance, to the extent permitted by Law), (f) to Moo...
Clause type: conversion_of_shares
 At the Effective Time, the shares of capital stock of Sub shall be converted into an aggregate of 128,000 Units.
Clause type: esop
 As soon as practicable after the execution of ---- this Agreement, Citco and TCB will use their reasonable best efforts to take such actions as may be necessary or advisable to terminate the TCB Employee Stock Ownership Plan ("ESOP") at the Effective Time. Between the date hereof and the Effective Time, the existing TCB ESOP indebtedness will be paid in accordance with the current debt repayment schedule, and TCB or TCF may make the contributions to the TCB ESOP as is allowable under applicable provisions of the Internal Revenue Code to fund such payments which must be approved by Citco. Any indebtedness of the TCB ESOP remaining as of the Effective Time shall be repaid from the related trust, in accordance with Section 17.3 of the TCB ESOP provided, however, that (i) any related sale or distribution of shares by the TCB ESOP shall be effected in accordance with the requirements of federal and any applicable state securities laws and regulations, and (ii) all distributions from the TCB ESOP after the Effective Time shall be in cash. Upon the repayment of the TCB ESOP loan, the remaining funds in the TCB ESOP suspense account will be allocated (to the extent permitted by Sections 401(a), 415, 4975, and other applicable provisions of the Internal Revenue Code) to TCB ESOP participants, as determined under the terms of the TCB ESOP. TCB and TCF are authorized to file as soon as possible a determination application with the Internal Revenue Service regarding the tax qualification of the TCB ESOP upon termination. TCB and Citco agree that, subject to the conditions described herein and the receipt of a favorable Internal Revenue Service determination letter as soon as practicable after the Effective Time and repayment of the TCB ESOP loan, participants in the TCB ESOP shall be entitled at their election to have the amounts in the TCB ESOP accounts either distributed to them in a lump sum or rolled over to another tax-qualified plan (including Citco plans to the extent permitted by Citco) or individual retirement account. The actions relating to termination of the TCB ESOP will be adopted conditioned upon the consummation of the Merger. As of and following the Effective Time, Citco shall cause the TCB ESOP to be maintained for the exclusive benefit of employees and other persons who are participants or beneficiaries therein prior to the Effective Time and proceed with termination of the TCB ESOP through distribution of its assets in accordance with this Section ...
Clause type: compensation
 The Company shall pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against or investigating any claim of liability in the premises.
Clause type: now
THEREFORE in consideration of the mutual covenants herein contained, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties do hereby agree as follows:
Clause type: headings
Headings in this Agreement are for convenience of reference only and shall not be considered in construing this Agreement.
Clause type: loans
 Revolving Credit Loans made or to be made by the Lenders to the Borrower pursuant to §2 hereof, including Swing Line Loans.
Clause type: insurance
Section 4.26 of the Company Disclosure Letter contains a complete and correct list of all material insurance policies maintained by or on behalf of any of the Company and its Subsidiaries as of the date of this Agreement. Such policies are, and at the Closing policies or replacement policies having substantially similar coverages will be, in full force and effect, and all premiums due thereon have been or will be paid. The Company and its Subsidiaries have complied in all material respects with the terms and provisions of such policies. With respect to any material insurance claim submitted by the Company or any of its Subsidiaries since January 1, 2004, neither the Company nor any of its Subsidiaries has received any refusal of coverage, reservation of rights or other notice that the issuer of the applicable insurance policy or policies is not willing or able to perform its obligations thereunder.
Clause type: base-salary
 For all services rendered and to be rendered hereunder, the Company agrees to pay to the Executive, and the Executive agrees to accept a salary of $243,338 per annum (“Base Salary”) which will be paid periodically in accordance with normal Company payroll practices and shall be subject to such deductions or withholdings as the Company is required to make pursuant to law, or by further agreement with the Executive. Executive’s salary shall be subject to annual review and adjustment by the Board of Directors.
Clause type: loans
 1. All whole loans carried on the books and records of the Branches as of the close of business on January 31, 2010, relating to customer relationships at the Branches as listed on Schedule 1.1B.1(a) as prepared and delivered by Seller (the “Existing Loans”), including all related escrow accounts and other obligations and excluding: (i) loans that are restructured, changed or modified after January 31, 2010, without Purchaser’s written consent; (ii) loans that are in foreclosure or are 30 days or more delinquent as of the third business day prior to the Closing Date (as defined in Section 1.7); and (iii) loans listed on Schedule 1.1B.1(b) (“Excluded Loans”) as prepared and delivered by Purchaser within 15 business days of the date of this Agreement. Schedule 1.1B.1(a) shall provide the following information for each loan: loan number and type, the borrower and outstanding principal balance on January 31, 2010. Schedule 1.1B.1(b) shall identify the Excluded Loans by loan number and borrower. Within five business days of receiving Schedule 1.1B.1(b), Seller shall prepare and provide to Purchaser a revised list of Existing Loans on Schedule 1.1B.1(a) that excludes the Excluded Loans.
Clause type: stock_option
 At the Effective Time, each outstanding option to purchase shares of Company Common Stock (each, a "COMPANY STOCK OPTION") under Company Stock Option Plans, whether or not vested, shall by virtue of the Merger be assumed by Parent. Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for issuance upon exercise of all Company Stock Options assumed in accordance with this Section 5.11. Each Company Stock Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time (including, without limitation, any repurchase rights or vesting provisions), except that (i) each Company Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent and (iii) references to the Company in the agreement setting forth the terms of each Company Stock Option shall mean Parent.
Clause type: payment
 5.4.1 Amounts payable under this Agreement are due and payable within thirty (30) Days after the date of invoice (Payment Due Date). If a Payment Due Date falls on a Sunday, or on a holiday which is observed on a Monday, the payment date shall be the first non-holiday day following such Sunday or holiday. If a Payment Due Date falls on a Saturday or on a holiday which is observed on Tuesday, Wednesday, Thursday or Friday, the payment date shall be the last non-holiday day preceding such Saturday or holiday. For invoices distributed electronically, the date of invoice date is the same as if the invoice were billed on paper, not the date the electronic delivery occurs. If either Party fails to make payment on or before the Payment Due Date, the other Party may invoke all available rights and remedies.
Clause type: capitalization
 (a) The authorized capital stock of Parent consists solely of 400,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stock without par value (the “Parent Preferred Stock”) . As of June 11, 2004, there were 121,986,270 shares of Parent Common Stock outstanding and 6,515,980 shares of Parent Common Stock held by Parent as treasury stock. No shares of Parent Preferred Stock have been issued as of the date of this Agreement, and Parent has no present intention to issue any shares of Parent Preferred Stock. As of June 11, 2004, there were (i) 17,927,877 shares of Parent Common Stock reserved for issuance under Parent Option Plans of which 3,802,166 shares were issuable upon the exercise of outstanding stock options Parent Option Plans and the Parent Employee Stock Purchase Plan and (ii) there were outstanding 132,304,416 rights (“Parent Rights”) representing the right under certain circumstances to purchase shares of Parent Common Stock pursuant to the terms of the Rights Agreement dated June 20, 1989, as amended and restated as of April 29, 1999, between FFC and Fulton Bank, and (iii) 887,984 shares of Parent Common Stock reserved from time to time for issuance pursuant to Parent’s Employee Stock Purchase and Dividend Reinvestment Plans. All shares of Parent Common Stock that are issued in the Merger shall include purchase Rights under the Parent Rights Agreement unless, prior to the Effective Date, all Rights issued under said Agreement shall have been redeemed by Parent without a Distribution Date having occurred under such Agreement. The shares of Parent Common Stock to be issued pursuant to the Merger will be duly authorized and validly issued and, at the Effective Time, all such shares will be fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.
Clause type: dividends
 Not to declare or pay any dividends on any of its shares except dividends payable in capital stock of the Borrower, and not to purchase, redeem or otherwise acquire for value any of its shares, or create any sinking fund in relation thereto.
Clause type: payment_terms
 4.1 Paragraphs 1.1, 1.2, and 1.3 define Regents' Patent Rights, Licensed Products and Licensed Methods so that royalties are payable on products and methods covered by both pending patent applications and issued patents. Royalties will accrue in each country for the duration of Regents' Patent Rights in that country and are payable to The Regents when Licensed Products are invoiced. or if not invoiced, when delivered to a third party.
Clause type: investment-company-act
 No Obligor is an "investment company" or a company "controlled" by an "investment company", within the meaning of the United States Investment Company Act of 1940, as amended.
Clause type: financing
 (a) The Company has received and accepted (1) a commitment letter dated November 27, 2006 (the “Commitment Letter”), from the lenders party thereto (collectively, the “Lenders”) relating to the commitment of the Lenders to provide the debt financing required by Mercury and its subsidiaries to effect the Refinancing (as defined below) and to pay related fees and expenses of the Transactions, (2) a commitment letter dated November 27, 2006 (the “Company Commitment Letter”), from Aozora Bank, Ltd. (“Aozora”) relating to the commitment of Aozora to provide the bridge financing (the “Bridge Financing”) required by the Company, the Purchasers and the holders of Mercury common stock and holders of Mercury Preferred Stock to consummate the Merger, the Acquisition and the Other Stock Acquisitions, (3) the commitment letter dated November 27, 2006, from Aozora, on behalf of the lenders (the “Company Lenders”) under the Company’s existing credit facility (the “Company Consent Letter”) to enter into a consent agreement confirming the approval by the Company Lenders of certain amendments to the Company’s existing credit facility required thereunder by the Company in connection with the Transactions and Refinancing (the “Company Facility Amendments”) and (4) a commitment letter dated November 27, 2006 (the “Equity Commitment” and, together with the Commitment Letter, the Company Commitment Letter and the Company Consent Letter, the “Commitments”), between RHJI and the Company relating to the agreement of RHJI to provide the equity financing to the Company as specified therein (the “RHJI equity financing”). The Company has provided or made available to the Purchasers’ Representative a true, correct and complete copy of each of the Commitments. The financing contemplated by the Commitment Letter, the Company Consent Letter and the Company Commitment Letter is referred to herein as the “Financing.”
Clause type: whereas
the documents and data transferred from New Hampshire LEAs and created by the Provider’s Services are also subject to several New Hampshire student privacy laws, including RSA 189:1-e and 189:65-69; RSA 186; NH Admin. Code Ed. 300 and NH Admin. Code Ed. 1100; and
Clause type: ownership_of_shares
 On the date hereof, the Shares held by such Stockholder are owned beneficially by such Stockholder or its nominee. Such Stockholder has sole voting power, without restrictions, with respect to all of such Shares.
Clause type: ownership_of_shares
 Each Stockholder is the owner (or, in the case of Neal Sanders only, the authorized representative of the owner) of the Shares set forth opposite its name on Annex A hereto and has the power to vote and dispose of such Shares. To each Stockholder's knowledge, such Shares are validly issued, fully paid and nonassessable, with no personal liability attaching to the ownership thereof. Each Stockholder has good title to the Shares, free and clear of any agreements, liens, adverse claims or encumbrances whatsoever with respect to the ownership of or the right to vote such Shares, except that 70,000 Shares owned by Philip T. Cunningham are pledged to Burke & Herbert Bank as security for certain outstanding loans.
Clause type: headings
The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof.
Clause type: base-salary
 During Executive’s employment with the Company, the Company shall pay Executive a base salary at the annual rate of two hundred and fifty thousand dollars ($250,000.00), less payroll deductions and withholdings, which shall be payable in accordance with the standard payroll practices of the Company. Executive’s base salary shall be subject to periodic review and adjustment by the Board from time to time in the discretion of the Board.
Clause type: definitions
Section 2 of the Existing Repurchase Agreement is hereby amended by:
Clause type: indemnification
(a) We will indemnify and hold you harmless from any claim, demand, loss, expense, or cause of action resulting from the misconduct or negligence, as measured by industry standards, of us, our agents and employees, in carrying out our obligations under this Agreement. Such indemnification will survive the termination of this Agreement.
Clause type: headings
Section headings are for convenience of reference only and, except as a means of identification of reference, shall in no way affect the interpretation of this Agreement.
Clause type: grant_of_option
 The Corporation hereby irrevocably grants to the Employee the right and option, hereinafter called the Option, to purchase all or any part of an aggregate of Common Shares (such number being subject to adjustments provided in Paragraph 8 hereof) on the terms and conditions herein set forth.
Clause type: base-salary
 For all services rendered by Employee under this Employment Agreement, Employer agrees to pay Employee an annual base salary of $100,000.00, which shall be payable to Employee in such installments, but not less frequently than monthly, as are consistent with Employee's practice for its other Employees. Employee's base salary shall be reviewed at least once a year by Employer and shall be increased at a minimum by the percentage increase in the Consumer Price Index for the previous year.
Clause type: ownership_of_shares
 Protea Sub has good and valid title to all of the Shares, free and clear of any Restrictions. When the Shares are transferred to the Buyer pursuant to this Agreement, the Shares shall be free and clear of any Restrictions, subject however to legal requirements imposed by the applicable securities and other laws of France, including local governments.
Clause type: ownership_of_shares
 Sellers are the record and beneficial owners of all of the issued and outstanding capital stock of the Companies. The Shares are not subject to, nor were they issued in violation of, any preemptive rights. Seller owns and holds, and will on the Closing Date own, hold and pass on to Purchaser good and valid title to the Shares, free and clear of all agreements, liens, encumbrances, pledges, options, proxies, voting trusts, voting agreements, charges or assessments of any kind whatsoever, and Seller will have full right and power to sell, assign, exchange, transfer and deliver the Shares to Purchaser, as provided in this Agreement.
Clause type: loans
 A. The Members intend that the Company will not own any real estate directly, but will only own interests in the Owner Entities and Additional Property Owner Entities. Accordingly, unless all Members agree, the Manager shall not incur any loans or borrowings on behalf of the Company.
Clause type: termination
This Agreement and all Ancillary Agreements may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of any other Person, including SpinCo. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties.
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of 25,000,000 shares of Company Stock and 1,000,000 shares of preferred stock, par value $0.001 per share, of the Company. As of the May 25, 2015, there were 6,730,050 shares of Company Stock issued and outstanding (including 288,660 shares of Company Stock held in treasury by the Company and no Company Restricted Shares described in the immediately following sentence). As of May 25, 2015, (i) there were outstanding (A) Company Stock Options to purchase an aggregate of 210,231 shares of Company Stock, (B) no Company Restricted Shares, (C) Company RSUs with respect to an aggregate of 195,868 shares of Company Stock, (D) no shares of preferred stock of the Company and (E) no shares of other series of common stock of the Company and (ii) 31,320 shares of Company Stock were available for issuance of future awards under the Company Stock Plans and 95,765 shares of Company Stock were available for issuance of future options under the ESPP.
Clause type: entire
Agreement. This Agreement and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof and thereof, merging any and all prior agreements.
Clause type: compensation
 The Securities Administrator shall perform the duties and provide the services called for under Section 1 above for such compensation as shall be agreed upon between the Securities Administrator and the Master Servicer. The fees and disbursements of the attorneys delivering any Opinion of Counsel, and any other amounts of out-of-pocket expenses reasonably incurred by the Securities Administrator pursuant to this Agreement shall be paid or reimbursed by the Issuer.
Clause type: grant
 Subject to the provisions of this Option Agreement and pursuant to the provisions of the Plan, the Company hereby grants to the Participant as of the Grant Date a Non-Qualified Stock Option (the “Option”) to purchase <<Number>> shares (the “Option Shares”) of the Company’s Class A Common Stock, $.01 par value per share (the “Stock”), at a price of <<Strike Price>> per share (the “Option Price”).
Clause type: loans
 2.02 Borrowings, Conversions and Continuations of Loans