bhaskrr/legal-clauses huggingface dataset:
Clause type: financing
 PVA has provided Seller with a true and complete copy of the commitment letter, dated as of the date hereof, from the Royal Bank of Canada, Wells Fargo Securities, LLC and WF Investment Holdings, LLC (the “Commitment Letter”) indicating that such entities can provide or arrange for at least Two Hundred Fifty Million and No/100 Dollars ($250,000,000.00) for the purpose of financing a portion of the transactions contemplated hereby and related fees and expenses (the “Financing”). The Commitment Letter is in full force and effect and is a legal, valid and binding obligation of PVA and, to the Knowledge of PVA, the financing commitments thereunder have not been withdrawn or terminated, and the Commitment Letter has not been amended, supplemented or otherwise modified in any respect. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of PVA (as applicable) under any term of the Commitment Letter. PVA has no reason to believe that it or any of the other parties to the Commitment Letter will be unable to satisfy on a timely basis any term or condition of the Commitment Letter required to be satisfied by it. PVA has no reason to believe that any portion of the Financing to be made thereunder will otherwise not be available to PVA and Buyer on a timely basis to consummate the transactions contemplated hereby. PVA and its Affiliates are not required to pay any fees or other amounts to the Financing Sources in connection with the Financing prior to the execution of this Agreement, except those fees and other amounts which PVA and its Affiliates have paid in full as of the execution date of the Commitment Letter. The obligations of the other parties to the Commitment Letter to fund the full amount of the Financing to PVA and Buyer pursuant to the terms of the Commitment Letter are not subject to any conditions other than the conditions set forth in the Commitment Letter. There are no side contracts or understandings (other than for customary fee letters and engagement letters) related to the Financing under the Commitment Letter other than as expressly set forth in the Commitment Letter.
Clause type: headings
The headings used in this Agreement are for convenience only and shall not constitute a part of this Agreement.
Clause type: definitions
All terms defined in the Credit Agreement shall have such defined meanings when used herein unless otherwise defined herein.
Clause type: confidentiality
(a) Except as expressly authorized in this Agreement, each party shall maintain in confidence, and shall not disclose to any individual or entity that is not a party to this Agreement, any information obtained by it from the other Clearing Organization in connection with this Agreement or the transactions or activities contemplated herein with respect to any party or the positions, transactions or financial condition of any Clearing Member (“Confidential Information”). The foregoing shall not apply to: (i) any information which is or becomes generally known to the public, other than through an action or failure to act by such party or Clearing Member, or (ii) the disclosure of Confidential Information to a third party to whom such information was previously known. This Section 9 shall not prohibit any party from furnishing Confidential Information to the CFTC, or pursuant to any surveillance agreement or similar arrangement to which such party is a party, to any “self-regulatory organization” within the meaning of the CEA or to any other government or regulatory body, or to a Representative of such Clearing Organization with a “need to know” the Confidential Information who has been instructed to maintain the confidentiality of such Confidential Information in accordance with the provisions of this Agreement and who has agreed to do so. The term “Representative” shall mean, with respect to a Clearing Organization, such Clearing Organization’s directors, officers, employees, agents, consultants and professional advisers.
Clause type: now
THEREFORE in consideration of the mutual promises herein set forth and other valuable consideration, the parties hereto agree as follows:
Clause type: representations
and Warranties. The Borrower represents and warrants to the Agents and the Lenders that:
Clause type: assignment
None of the parties hereto, or their heirs, executors, representatives or assigns shall sell, assign, create a security interest in, pledge, or otherwise transfer or encumber the Units to be issued hereunder, or the underlying securities, without the express prior written consent of each of the other parties hereto.
Clause type: employee_benefits
 (a) During the Employment Period, VNR shall provide Executive with coverage under all employee pension and welfare benefit programs, plans and practices, which VNR makes available to its senior executives (including, without limitation, participation in health, dental, group life, disability, retirement and all other plans and fringe benefits to the extent generally provided to such senior executives), commensurate with his position in the Company, to the extent permitted under the employee benefit plan or program, and in accordance with the terms of the program and/or plan.
Clause type: ownership_of_shares
 As of the date of this Agreement, neither Parent nor any of its affiliates or associates owns (beneficially or of record) any Company Shares, and neither Parent nor any of its affiliates or associates is a party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Company Shares.
Clause type: board
 Each Stockholder agrees to vote all of his Shares in favor of, and otherwise take all actions as the holder of such Shares required for:
Clause type: employee_benefits
 No Loan Party, none of their Subsidiaries, nor any of their ERISA Affiliates maintains or contributes to any Benefit Plan.
Clause type: taxes
 Seller has, in respect of the Stations' business, filed all foreign, federal, state, county and local income, excise, property, sales, use, franchise and other tax returns and reports which are required to have been filed by it under applicable law and has paid all taxes which have become due pursuant to such returns or pursuant to any assessments which have become payable.
Clause type: miscellaneous
The reimbursement, indemnification and contribution agreements contained in this Agreement and the representations and covenants in this Agreement shall remain in full force and effect, regardless of (a) any termination of this Agreement, (b) any investigation made by or on behalf of any Underwriter or controlling person thereof, or by or on behalf of the Company or its directors or officers and (c) delivery of and payment for the Shares under this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware. If the foregoing letter is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company and the Underwriters in accordance with its terms. Very truly yours, QUANTA SERVICES, INC. By: ____________________ John R. Colson, Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. BT Alex. Brown Incorporated BancBoston Robertson Stephens Bear, Stearns & Co., Inc. Sanders Morris Mundy Inc. SunTrust Equitable Securities Corporation By: BT Alex. Brown Incorporated By: ________________________ Authorized Officer SCHEDULE I Schedule of Underwriters Number of Firm Shares Underwriter to be Purchased ----------- ---------------------- BT Alex. Brown Incorporated...................... BancAmerica Robertson Stephens................... Bear, Stearns & Co., Inc. ....................... Sanders Morris Mundy Inc. ....................... Suntrust Equitable Securities Corporation........ --------- Total............................... 3,500,000 =========
Clause type: payment
 The Borrower shall (i) fail to pay when due any principal or interest payable hereunder or under the Notes or (ii) fail to pay, within 3 Business Days of when due, any other amounts (including fees, reimbursements, and indemnifications) payable hereunder, under the Notes, or under any other Loan Document;
Clause type: board
 (a) Promptly upon the purchase by the Purchaser of Shares pursuant to the Offer, and from time to time thereafter, the Purchaser shall be entitled, subject to compliance with Section 14(f) of the Exchange Act, to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company (the "Company Board") as shall give the Purchaser representation on the Company Board equal to the product of the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by the Parent, the Purchaser or any of their affiliates at such time bears to the total number of Shares then outstanding (provided that, if the Parent, the Purchaser and their affiliates beneficially own in the aggregate at least a majority of the Shares, the Purchaser shall in any event be entitled to designate at least a majority of the directors on the Company Board), and the Company shall, at such time, promptly take all actions necessary to cause the Purchaser's designees to be elected as directors of the Company, including increasing the size of the Company Board or securing the resignations of incumbent directors or both; provided, however, that in the event that the Purchaser's designees are elected to the Company Board, until the Effective Time, the Company Board shall have at least one director who is a director of the Company on the date of this Agreement and who is not an officer of the Company or any of its subsidiaries (each, an "Independent Director") and, provided, further, that, if no Independent Directors then
Clause type: miscellaneous
(a) This Replacement Capital Covenant shall be governed by and construed in accordance with the laws of the State of New York.
Clause type: counterparts
This Agreement may be executed in one or more counterparts, each of which counterpart, when so executed and delivered, will be deemed an original and all of which counterparts, taken together, will constitute but one and the same agreement.
Clause type: base-salary
 The Holding Company shall pay Executive an annual salary of not less than Executive’s annual base salary with Roslyn immediately prior to the Effective Time (“Base Salary”). Executive’s Base Salary shall be payable in accordance with the normal payroll practices of the Holding Company and the Bank. Whenever used in this Agreement, Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Holding Company or the Bank. During the term of this Agreement, the Board of Directors or a committee appointed by the Board of Directors shall review Executive’s Base Salary at least annually and the Board of Directors or the committee may increase Executive’s Base Salary at any time. Any increase in Executive’s Base Salary shall become a term of this Agreement and shall be the new “Base Salary” for purposes of this Agreement.
Clause type: now
THEREFORE in consideration of the mutual agreements herein set forth, the parties hereto agree as follows:
Clause type: investments
 The Employer amends the Trust provisions relating to Trust investments as follows: .
Clause type: loans
 Except as disclosed in the Company Disclosure Schedule at Section 2.20, the Bank is not a party to any written or oral loan agreement, note, or borrowing arrangement which has been, or which should be in accordance with the applicable policies of the Bank or the applicable requirements of banking regulations, classified as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” or any comparable classifications by the Company or the Bank or banking regulators. Neither the Company nor the Bank is a party to any written or oral loan agreement, note, or borrowing arrangement, including any loan guaranty, with any director or executive officer of the Company or any of the Company Subsidiaries, or any affiliate of any director or executive officer of the Company or any of the Company Subsidiaries, except for such transactions which would not have to be disclosed pursuant to Section 404 of Regulation S-K as promulgated by the SEC. Neither the Company nor any of the Company Subsidiaries is a party to any written or oral loan agreement, note, or borrowing arrangement in violation of any law, regulation, or rule of any governmental authority, which violation could have a Material Adverse Effect on the Company. The reserve for loan losses of the Company as of December 31, 2004, is adequate to provide for possible losses, net of recoveries relating to loans previously charged off, on loans outstanding (including accrued interest receivable) as of December 31, 2004. The Company Disclosure Schedule at Section 2.20 shall further identify all related interests and transactions related thereto for all directors and executive officers, except for such transactions which would not have to be disclosed pursuant to Section 404 of Regulation S-K as promulgated by the SEC.
Clause type: dividends
 Dividends will be cumulative and will accrue daily from the date of each Closing of this offering at the annual rate of 5% of the stated value of the Convertible Preferred Shares, Series B, payable semi-annually on each June 1 and December 1, commencing June 1, 2009. The initial stated value of the preferred stock is $1,000 per share. Any dividends must be declared by the Company’s Board of Directors and must come from funds that are legally available for dividend payments. In the event that funds are not legally available to pay any dividend on the convertible preferred stock, or if the Company chooses to not pay the dividend in cash, the amount of the stated value of the stock shall be increased by the amount of such unpaid dividend. Dividends on the Convertible Preferred Shares, Series B will accrue regardless of whether or not earned or declared and regardless of whether or not the Company has profits, surplus or other funds legally available for the payment of dividends. Except as stated in this Agreement, Company shall not issue or declare any dividends with respect to any class of its respective capital stock or purchase, acquire, or redeem any such stock, without the prior written consent of Purchaser.
Clause type: notices
Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties by any other party, or whenever any of the parties desires to give and serve upon any other party any communication with respect to this Security Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be in writing and shall be given in the manner, and deemed received, as provided for in the Credit Agreement.
Clause type: interest
 The Notes will provide that if the Exchange Offer is not consummated and the Shelf Registration Statement is not declared effective on or prior to the date that is 210 days after the Closing Date, the interest rate on the Notes will be increased by 0.25% per annum commencing on the date that is 210 days after the Closing Date, until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective by the SEC; provided, that in the case of a Shelf Registration Statement, if the Issuer is unable to cause such Shelf Registration Statement to become effective because Holders of Registrable Notes have not provided information with respect to themselves as required by law to be included therein pursuant to the Issuer's request as provided herein, such 0.25% increase in the interest rate shall be payable only to Holders that have furnished such information required by law to be included therein to the Issuer pursuant to its request hereunder from but excluding the date such information is provided to the Issuer to but excluding the date the Shelf Registration Statement is declared effective by the SEC.
Clause type: interest
 (a) The Loans comprising each Prime Borrowing shall bear interest at a rate per annum equal to the Prime Rate.
Clause type: taxes
 Buyer has filed or caused to be filed (on a timely basis since inception) all Tax Returns that are or were required to be filed by or with respect to Buyer, either separately or as a member of a group of corporations, pursuant to applicable Legal Requirements. Buyer has delivered or made available to Sellers copies of, and Section 4.9 of Buyer’s Disclosure Schedule contains a complete and accurate list of; all such Tax Returns filed since inception. Buyer has paid, or made provision for the payment of; all Taxes that have or may have become due pursuant to those Tax Returns or otherwise, or pursuant to any assessment received by Buyer, except such Taxes, if any, as are listed in Schedule 4.9 of Buyer’s Disclosure Schedule and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in Buyer’s Financial Statements.
Clause type: counterparts
This Pledge Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which when taken together shall be deemed to be one and the same instrument.
Clause type: payment
 14.1 Individual deliveries or deliveries of separate instalments may be invoiced separately and shall be paid for accordingly.
Clause type: definitions
(a) As used in this Agreement (including the recitals hereto), the following terms shall have the following meanings:
Clause type: definitions
Terms defined in the Credit Agreement are used herein with the meanings so defined.
Clause type: investments
 No Covered Person has any Investments in other Persons except existing Permitted Investments.
Clause type: grant
 Subject to the terms and conditions of the Plan and this Agreement, the Company has granted to the Grantee Options for shares, which will be earned based on the vesting provision of Section 2(a).
Clause type: now
THEREFORE in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows:
Clause type: ownership_of_shares
 Shareholder has good and valid title to and is the legal and beneficial owner (either directly or indirectly) of the Shares, free and clear of any Liens. Other than the Shares, there are no outstanding equity interests in either of the Companies.
Clause type: ownership_of_shares
 As of the date hereof, such Stockholder is the sole Beneficial Owner and (except as may be set forth on Schedule I hereto) sole owner of record of
Clause type: notices
Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed, telecopied or cabled, on the date of such delivery to the address of the respective parties as follows: If to the Company, to: with a required copy to: StartEngine Crowdfunding Inc. CrowdCheck Law LLP 750 N. San Vicente Blvd, Suite 800 1423 Leslie Avenue West Hollywood, California 90069 Alexandria, Virginia 22301 If to a Subscriber, to Subscriber’s address as shown on the signature page hereto or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or cable shall be confirmed by letter given in accordance with (a) or (b) above.
Clause type: base-salary
 As compensation for the performance by Executive of Executive’s obligations hereunder, during the Employment Period, Employer shall pay Executive a base salary at a rate not less than $41,666.67 per month, or $500,000 on an annualized basis (the base salary, at the rate in effect from time to time, is hereinafter referred to as the “Base Salary”). Base Salary shall be paid in approximately equal installments in accordance with Employer’s customary payroll practices and legal requirements regarding withholding and deductions. During the Employment Period, the Base Salary shall be reviewed no less frequently than annually to determine whether or not the same should be adjusted in light of the duties, responsibilities and performance of Executive and other relevant factors.
Clause type: investments
 As a condition of receiving Our guarantees under this Rider We require the use of one or more of the Eligible Investments We specify for amounts directed for investment under the Agreement. We reserve the right to change or eliminate Eligible Investments or such asset allocation models, and not accept amounts for allocation to an Eligible Investment. We will exercise this right in circumstances, including but not limited to when the Eligible Investment has materially changed their holdings, strategies, investment policies, or risk/return characteristics. We also reserve the right to not permit exchanges between Eligible Investments. We may exercise this right with respect to an Eligible Investment if We are no longer accepting amounts for allocation into the Eligible Investment. Our exercising these rights shall apply to all Agreements in the same class of business as the Agreement. Our exercise of these rights shall not affect Our guarantees with regard to Guaranteed Withdrawal Accounts established under this Rider on the effective date of Our ceasing to accept such amounts for allocation to one or more Eligible Investments.
Clause type: entire
Agreement. This Agreement constitutes the sole and entire agreement of the parties hereto with respect to the subject matter expressly set forth herein.
Clause type: severability
If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions or terms of this Agreement.
Clause type: counterparts
This Agreement may be executed in counterparts, each of which will be deemed to be an original, but both of which, taken together, will constitute one and the same instrument.
Clause type: representations
and Warranties. (i) The representations and warranties of Subscriber contained in this Agreement that are contained in Sections 2.2(a) and 2.2(b) or are qualified as to materiality shall be true at and as of the date hereof and at and as of the Closing Date as if made at and as of such date (except, in each case, as to such representations and warranties made as of a specific date, which shall have been true at and as of such date) and (ii) the other representations and warranties of Subscriber contained in this Agreement and in any certificate or other writing delivered by Subscriber pursuant hereto shall be true in all material respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date (except, in each case, as to such representations and warranties made as of a specific date, which shall have been true at and as of such date), and the Company shall have received a certificate signed by an authorized officer of Subscriber to the foregoing effect.