bhaskrr/legal-clauses huggingface dataset:
Clause type: confidentiality
The Placement Agent (i) will keep the Confidential Information (as such term is defined below) confidential and will not (except as required by applicable law or stock exchange requirement, regulation or legal process (“Legal Requirement”), without the Company’s prior written consent, disclose to any person any Confidential Information, and (ii) will not use any Confidential Information other than in connection with the Placement. The Placement Agent further agrees, severally and not jointly, to disclose the Confidential Information only to its Representatives (as such term is defined below) who need to know the Confidential Information for the purpose of the Placement, and who are informed by the Placement Agent of the confidential nature of the Confidential Information. The term “Confidential Information” shall mean, all confidential, proprietary and non-public information (whether written, oral or electronic communications) furnished by the Company to a Placement Agent or its Representatives in connection with such Placement Agent’s evaluation of the Placement. The term “Confidential Information” will not, however, include information which (i) is or becomes publicly available other than as a result of a disclosure by a Placement Agent or its Representatives in violation of this Agreement, (ii) is or becomes available to a Placement Agent or any of its Representatives on a non-confidential basis from a third-party, (iii) is known to a Placement Agent or any of its Representatives prior to disclosure by the Company or any of its Representatives, or (iv) is or has been independently developed by a Placement Agent and/or the Representatives without use of any Confidential Information furnished to it by the Company. The term “Representatives” shall mean the Placement Agent’s directors, board committees, officers, employees, financial advisors, attorneys and accountants. This provision shall be in full force until the earlier of (a) the date that the Confidential Information ceases to be confidential and (b) two years from the date hereof. Notwithstanding any of the foregoing, in the event that the Placement Agent or any of their respective Representatives are required by Legal Requirement to disclose any of the Confidential Information, such Placement Agent and their respective Representatives will furnish only that portion of the Confidential Information which such Placement Agent or their respective Representative, as applicable, is required to disclose b...
Clause type: entire
Agreement. This Agreement, together with the Purchase Agreement and any related exhibits and schedules thereto, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. Notwithstanding the foregoing, in the event of any conflict between the terms and provisions of this Agreement and those of the Purchase Agreement, the terms and conditions of this Agreement shall control.
Clause type: payment
 20.1 You must pay the full Payment Amount to us from your E-Money Account on or before the Delivery Date. If we have not received the Payment Amount by the Delivery Date (or any agreed change to the Delivery Date agreed pursuant to Clause 21.7), we may:
Clause type: investment-company-act
 Neither Borrower nor any of the Restricted Subsidiaries is an “investment company,” or a company “controlled” by an “investment company” required to be regulated under the Investment Company Act of 1940, as amended.
Clause type: governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the New York Courts. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such New York Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Clause type: payment
 Borrower shall pay to Lender the entire principal balance under this Unsecured Revolving Credit Note (the "Note") on or before December 31, 2015 (the "Maturity Date"). Borrower shall pay all amounts due under this Note in lawful money of the United States of America and without set-off, deduction, demand or notice.
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 the conflicts of law rules of such State that would result in the application of the laws of any other State.
Clause type: capitalization
 The authorized, issued and outstanding capital stock of the Company is as set forth in or incorporated by reference into the Registration Statement, the Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to reservations, agreements or other arrangements referred to in the Prospectus); all of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; the capital stock of the Company conforms to the description thereof included in or incorporated by reference into the Registration Statement, the Disclosure Package and the Prospectus and, except as set forth in therein, is not subject to preemptive or other similar rights.
Clause type: investment-company-act
 Neither the Company nor Mettler is or upon (a) the sale of the Securities as herein contemplated or (b) the consummation of the transactions contemplated by this Agreement or the International Purchase Agreement will be, an "investment company" as such term is defined in the Investment Company Act of 1940, as amended (the "1940 Act").
Clause type: termination
This Agreement shall terminate upon either: (i) the later of the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or the disposition of any REO Property with respect to the last Mortgage Loan and the remittance of all funds due hereunder; or (ii) mutual consent of the Company and the Purchaser in writing.
Clause type: compensation
 If as a result of any event or circumstance similar to those described in Section 2.12(A), 2.12(B), or 2.12(C), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then on the next Payment Date after written demand by such Affected Party, such Affected Party shall receive such additional amount or amounts as may be necessary to reimburse such Affected Party for any amounts paid by it; provided, that the Borrower shall not be required to compensate such Affected Party for any portion of such additional amount or amounts that are incurred more than one hundred eighty (180) days prior to any such demand (except that, if the event giving rise to such additional amount or amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof).
Clause type: compensation
 As compensation for the performance of the Administrator’s obligations under this Agreement, the Administrator shall be entitled to an amount not to exceed $5,000 per month, in addition to reimbursement for its liabilities and extra out-of-pocket expenses related to its performance hereunder or under any Related Agreement. Such amounts shall be paid by the Transferor in accordance with Section 7.3 of the Transfer Agreement.
Clause type: confidentiality
Except as may be more specifically addressed in any Ancillary Agreement or Transfer Document, each party shall hold and shall cause its consultants and advisors and the members of its Group to hold in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of Law or applicable requirements of any national stock exchange or inter-dealer automated quotation system on which the securities of such party or any of its Affiliates are traded, all information known to be confidential or proprietary (other than any such information relating solely to the businesses, operations or properties of such party) concerning the other Group furnished it by such other Group or its representatives pursuant to this Agreement, any Transfer Document or any Ancillary Agreement (except to the extent that such information can be shown to have been (i) previously known by the receiving party, (ii) in the public domain through no fault of the receiving party, (iii) independently developed by the receiving party or (iv) disclosed to the receiving party by a third party without violation of an obligation of confidentiality known to the receiving party) and each party shall not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors, bankers and other consultants and advisors who shall be advised of the provisions of this Section 3.07. Each party shall exercise the same care to hold confidential information concerning or supplied by the other party as it takes to preserve confidentiality for its own similar information.
Clause type: payment
 Payment of the purchase price for, and delivery of certificates for, the Notes shall be made at the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M. (Eastern time) on the fourth full business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called "CLOSING TIME"). Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Notes to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for,
Clause type: confidentiality
Consultant recognizes, acknowledges and agrees with Company that he will not at any time, except in performance of his obligations to Company hereunder or with the prior written consent of Company, directly or indirectly, reveal to any person, entity or other organization (other than Company, or its employees, officers, directors, shareholders or agents) or use for his own benefit any information deemed to be confidential by Company or any of its subsidiaries or affiliates (such subsidiaries and affiliates, collectively "Affiliates") ("Proprietary Information") relating to the assets, liabilities, employees, goodwill, business or affairs of Company or any of its Affiliates including, without limitation, any information concerning past, present or prospective customers, technology, commercial and strategic relationships, marketing data, or other Proprietary Information used by, or useful to, Company or any of its Affiliates and known (whether or not known with the knowledge and permission of Company or any of its Affiliates and whether or not at any time prior to the date of this Agreement developed, devised, or otherwise created in whole or in part by the efforts of Consultant) to Consultant by reason of performance of the Services, shareholdings in or other association with Company or any of its Affiliates. Consultant further agrees that he will retain all copies and extracts of any written Proprietary Information acquired or developed by his during any such service, shareholding or association in trust for the sole benefit of Company, its Affiliates and their successors and assigns. Consultant further agrees that he will not, without the prior written consent of Company, remove or take from Company's or any of its Affiliate's premises (or if previously removed or taken, he will, at Company's request, promptly return) any written Proprietary Information or any copies or extracts thereof. Upon the request and at the expense of Company, Consultant shall promptly make all disclosures, execute all instruments and papers and perform all acts reasonably necessary to vest and confirm in Company and its Affiliates, fully and completely, all rights created or contemplated by this Section 5.1. The term "Proprietary Information" shall not include information that is or becomes generally available to the public other than as a result of a disclosure by, or at the direction of, Consultant.
Clause type: representations
and Warranties. 2.1 LIFE COMPANY represents and warrants that it is an insurance company duly organized and validly existing under the laws of Indiana and that it has legally and validly established each Separate Account as a segregated asset account under such laws, and that LIFE COMPANY, the principal underwriter for the Variable Contracts, is registered as a broker-dealer under. the Securities Exchange Act of 1934 (the ... 34 Act").
Clause type: dividends
 Subject to limitations contained in the General Corporation Law of the State of Delaware and the Certificate of Incorporation, the Board of Directors may declare and pay dividends upon the shares of capital stock of the Corporation, which dividends may be paid either in cash, securities of the Corporation or other property.
Clause type: interest
 The ownership interest in the Company at any particular time of a Member, or other person to whom an Interest of a Member or portion thereof has been transferred pursuant to Section 4.5 hereof, including the rights and obligations of such Member or other person under this Agreement and the Delaware Act.
Clause type: taxes
 Borrower and each Subsidiary has filed or caused to be filed all tax returns required to be filed on a timely basis, and has paid, or has made adequate provision for the payment of, all taxes reflected therein, except those being contested in good faith by proper proceedings with adequate reserves under GAAP.
Clause type: investments
 The Parent and the Borrower will not permit WSI or any other Subsidiary that is a licensed broker-dealer to make Investments in any Underwritten Securities in the ordinary course of WSI’s or such Subsidiary’s business in an aggregate amount exceeding $400,000,000 at any one time outstanding $400,000,000 (including the Investments made with the proceeds of Indebtedness incurred pursuant to Section 7.01(g)).
Clause type: miscellaneous
(1) The Investment Manager shall be deemed to be an independent contractor and, except as expressly provided or authorized in this Agreement, shall have no authority to act for or represent the Fund.
Clause type: dividends
 Subject to the provisions of the Certificate of Incorporation of the Corporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon stock of the Corporation as and when they deem appropriate. Before declaring any dividend there may be set apart out of any funds of the Corporation available for dividends, such sum or sums as the Board of Directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board of Directors shall deem conducive to the interests of the Corporation.
Clause type: compensation
 Contractor agrees to accept the specified compensation as set forth in Section IV of this Contract, entitled “Cost/Compensation for Contract Services," for the actual services provided, as full remuneration for performing all services and furnishing all staffing and materials required, for any reasonably unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by the Contractor of all its duties and obligations hereunder.
Clause type: taxes
 Except for violations or failures that individually and in the aggregate would not reasonably be expected to have a Material Adverse Effect, Borrower and its Subsidiaries will file in a timely manner complete and correct United States federal and any and all other applicable Tax returns required by law, and pay when due all Taxes upon it or its income, profits or Property, except those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside in accordance with GAAP.
Clause type: payment
 Concurrently with the delivery of this Agreement to the Corporation, Optionee shall pay the Exercise Price for the Purchased Shares in accordance with the provisions of the Option Agreement and shall deliver whatever additional documents may be required by the Option Agreement as a condition for exercise, together with a duly-executed blank Assignment Separate from Certificate (in the form attached hereto as Exhibit I) with respect to the Purchased Shares.
Clause type: governing
Law. This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed, and governed by and in accordance with the laws of the State of Ohio.
Clause type: taxes
 Each RMR Entity (i) has timely filed or caused to be timely filed or will timely file or cause to be timely filed (taking into account any extension of time to file granted or obtained) with the appropriate Governmental Entity all material Tax returns required to be filed by or with respect to it, and all such filed Tax returns are true, correct and complete in all material respects and were prepared in material compliance with all applicable Laws and (ii) has timely paid or will timely pay all amounts of material Taxes due and payable by or with respect to it (whether or not shown on any Tax return) except to the extent that such Taxes are being contested in good faith and for which it has set aside adequate reserves in accordance with GAAP. All amounts of material Taxes and other amounts required to have been withheld by or with respect to each RMR Entity have been or will be timely withheld and timely remitted to the applicable Governmental Entity, and each RMR Entity has materially complied with all information reporting requirements and has properly completed and timely filed all material Tax returns and other forms with respect thereto that are required to be filed.
Clause type: termination
This Agreement may be terminated at any time prior to the Closing Date, whether before or after approval of the Merger by the stockholders of Seller:
Clause type: now
THEREFORE. This Indenture Witnesseth: In consideration of the premises, and the purchase of the Debentures by the holders thereof, the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the respective holders from time to time of the Debentures as follows:
Clause type: compensation
 For the performance of Administrator’s obligations under this Agreement, each Fund listed on Schedule B shall pay Administrator a monthly fee as set forth on Schedule B following the end of each month.
Clause type: representations
and Warranties. The Grantor represents and warrants as follows:
Clause type: definitions
The terms as defined in this Section 1.01 shall, for all purposes of this Agreement and any amendment hereto (except as herein otherwise expressly provided or unless the context otherwise requires), have the meanings set forth herein:
Clause type: compensation
 The compensation, if any, of officers and agents will be fixed from time to time by the Board of Directors; provided, however, that the Board of Directors may by resolution delegate to any one or more officers the authority to fix such compensation.
Clause type: governing
Law. This Agreement shall be governed by and provisions shall be construed in accordance with the laws of the State of Ohio.
Clause type: capitalization
 The authorized capital stock of ENVOY consists of (i) 48,000,000 shares of common stock, no par value per share ("ENVOY Common Stock") of which 16,575,822 shares are issued and outstanding as of December 31, 1997; and (ii) 12,000,000 shares of preferred stock, no par value per share ("ENVOY Preferred Stock"), of which (a) 4,800,000 shares have been designated Series A Preferred Stock issuable only upon the exercise of stock purchase rights pursuant to ENVOY's Shareholder Rights Plan and (b) 3,730,233 shares have been designated as Series B Convertible Preferred Stock, all of which have been authorized and are currently issued and outstanding. ENVOY has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of ENVOY on any matter. All issued and outstanding shares of ENVOY Common Stock and ENVOY Preferred Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Other than as provided for in the ENVOY Disclosure Letter, there are no options, warrants, calls, subscriptions, convertible or redeemable securities, or other rights, agreements or commitments which obligate ENVOY to issue, redeem, transfer or sell any shares of capital stock of ENVOY.