bhaskrr/legal-clauses huggingface dataset:
Clause type: loans
 The unpaid balance of Advances under the Revolving Credit ----- (including, without limitation, all unreimbursed draws on Letters of Credit, unless expressly stated otherwise). Loan Documents - This Agreement, the Revolving Credit Note, and all -------------- agreements, instruments and documents executed and/or delivered from time to time pursuant to this Agreement or in connection therewith, as amended or replaced from time to time. Lockbox Agreement - That certain Lockbox Agreement(s) between Borrower and ----------------- Lender executed and delivered by Borrowers to Lender as it or they may be amended, supplemented or replaced from time to time. Lockbox - Section 2.3(b). ------- Log Report - That certain weekly report prepared by Borrowers reflecting ---------- the status of work performed (but not yet billed) by Borrowers on current projects and to include, at a minimum, the amount of time spent per project since the date of the last report, the rate at which each component of time is to be billed and the projected amount to be billed for such work performed reflected by such report. Material Adverse Effect - Any fact, circumstance, event or condition ----------------------- causing or likely to cause a material adverse effect on (a) the financial condition, assets, operating status or projected financial condition (i) of TWI or (ii) all Borrowers taken as a whole, (b) the ability of Borrowers to perform their obligations under this Agreement or under any Loan Document, or (c) the ability of Lender to enforce the rights purported to be granted to them under this Agreement or any Loan Document. Maturity Date - Four (4) years from the date hereof. ------------- Net Income - For any period, the net earnings (or loss) after taxes of ---------- Borrowers for such period less extraordinary gains plus extraordinary non-cash ---- ---- losses, as such would appear on a statement of income of Borrowers, prepared in accordance with GAAP. Obligations - All existing and future liabilities and obligations of every ----------- kind or nature at any time owing by any Borrower or Borrowers (jointly or severally) to Lender in connection with the Loan Documents (including, without limitation, this Agreement, the Revolving Credit Note) and the transactions contemplated hereby and thereby or administration thereof, whether joint or several, related or unrelated, primary or secondary, matured or contingent, direct or indirect, due or to become due, and whether principal, ...
Clause type: confidentiality
Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ directors, officers, employees, trustees, investment advisors and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any Governmental Authority; (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) subject to an agreement containing provisions substantially the same as those of this Section 10.08 (or as may otherwise be reasonably acceptable to Nielsen), to any pledgee referred to in Section 10.07(g), counterparty to a Swap Contract, Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement; (f) with the written consent of Nielsen; (g) to the extent such Information becomes publicly available other than as a result of a breach of this Section 10.08; (h) to any Governmental Authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; (i) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to Loan Parties and their Subsidiaries received by it from such Lender); or (j) in connection with the exercise of any remedies hereunder, under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement or rights hereunder or thereunder. In addition, the Agents and the Lenders may disclose the existence of this Agreement and publicly available information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the purposes of this Section 10.08, “
Clause type: capitalization
 The authorized capital stock of the Company consists of five billion shares of Common Stock, of which 363,553,415 shares of Common Stock as of April 16, 2013, are issued and outstanding, and 50,000,000 shares of authorized Preferred Stock, of which no shares are issued and outstanding All of such outstanding shares have been validly issued and are fully paid and nonassessable. No shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed on Schedule 4.3, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company, except as detailed in our February 28, 2013 quarterly filing with the SEC, or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements; and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement), except pursuant to the terms of an agreement between the Company and the Investor. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.
Clause type: entire
Agreement. This Agreement, whether in the form of a Contract, State Funded Grant, or Federally Funded Grant, represents the entire agreement between the parties on the subject matter. All prior agreements, representations, statements, negotiations, and understandings shall have no effect.
Clause type: assignment
This Agreement may be assigned to the successors in interest of either party with the consent of the other party.
Clause type: confidentiality
Each Credit Party shall hold all non-public information furnished by or on behalf of Holdings, the Borrower or any other Subsidiary of the Borrower in connection with such Credit Party’s evaluation of whether to become a Credit Party hereunder or obtained by such Credit Party pursuant to the requirements of this Agreement (“Confidential Information”), confidential in accordance with its customary procedure for handling confidential information of this nature and (in the case of a Lender that is a bank) in accordance with safe and sound banking practices and in any event may make disclosure as required or requested by any governmental, regulatory or self-regulatory agency or representative thereof or pursuant to legal process or Applicable Law or (a) to such Credit Party’s attorneys, professional advisors, independent auditors, trustees or Affiliates, (b) to any other Credit Party, (c) in connection with the exercise of any remedies under any Credit Document or any action or proceeding relating to any Credit Document or the enforcement of rights thereunder, (d) with the consent of the Borrower, (e) to the extent that such Confidential Information (x) becomes publicly available other than as a result of a breach of this provision, or (y) becomes available to any Credit Party or any of its affiliates on a nonconfidential basis from a source other than the Borrower and (f) to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement, subject to customary confidentiality obligations on the part of such assignee or participant; provided that unless specifically prohibited by Applicable Law or court order, each Credit Party shall use commercially reasonable efforts to notify the Borrower of any request made to such Credit Party by any governmental, regulatory or self-regulatory agency or representative thereof (other than any such request in connection with a routine examination of the Lender by such governmental agency, regulator or agency) for disclosure of any such non-public information prior to disclosure of such information; and provided further that in no event shall any Credit Party be obligated or required to return any materials furnished by the Borrower or any other Subsidiary of the Borrower. In addition, the Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the l...
Clause type: confidentiality
(a) Each party shall keep confidential any information relating to the other party’s business (“Confidential Information”), except as otherwise permitted hereunder or as expressly agreed in writing by the protected party. Confidential Information shall include (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, portfolio holdings and transaction information and internal performance results relating to the past, present or future business activities of a such party and its subsidiaries and affiliated companies; (b) any scientific or technical information, design, process, procedure, formula or improvement that is commercially valuable and secret in the sense that its confidentiality affords such party a competitive advantage over its competitors; (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how and trade secrets, whether or not patentable or copyrightable; (d) any information or data with respect to the
Clause type: entire
Agreement. This Agreement contains the entire understanding and agreement of the parties with respect to each Portfolio.
Clause type: interest
 Interest shall accrue on the outstanding principal amount of the Loans at a rate per annum which is equal to the Applicable Rate, and the Company shall pay accrued interest, subject to any available offsets, to Mirae in arrears on the last business day of each calendar quarter and on the Maturity Date. Interest shall be calculated based on a 360-day year and the actual number of days elapsed.
Clause type: whereas
the Company desires to assure itself of both present and future continuity of management and desires to establish certain minimum severance benefits for certain of its senior executives, including the Executive, applicable in the event of a Change in Control; and
Clause type: investments
 The Borrower shall not (and shall not suffer or permit any of its Domestic Subsidiaries to), directly or indirectly, make or maintain any Investment except:
Clause type: ownership_of_shares
 Prior to the Acceptance Time, Parent and its Subsidiaries shall not, and shall cause each of its Subsidiaries to not, own (directly or indirectly, beneficially or of record) any Shares, and none of Parent, Buyer, or their respective Affiliates shall hold any rights to acquire any Shares except pursuant to this Agreement.
Clause type: investments
 No Credit Party will make or hold any Investment in any Person, except for the following: (i) (A) ownership by the Credit Parties of the capital stock of each of the Subsidiaries listed on Schedule 6.6 and (B) other Investments existing on the Effective Date; (ii) Investments in Cash Equivalents; (iii) advances and loans existing on the Effective Date among the Credit Parties and their Subsidiaries and Dana Corporation and its Subsidiaries (including any refinancings or extensions thereof but excluding any increases thereof or any further advances of any kind in connection therewith other than Permitted Inter-Corporate Payments); (iv) Investments (including intercompany loans or advances) made on or after the Effective Date by any Credit Party to or in any other Credit Party; (v) Investments (A) received in satisfaction or partial satisfaction thereof from financially troubled account debtors or in connection with the settlement of delinquent accounts and disputes with customers and suppliers, or (B) received in settlement of debts created in the ordinary course of business and owing to any Credit Party or any Subsidiary thereof or in satisfaction of judgments; (vi) Investments (A) in the form of deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with current market practices, (B) in the form of extensions of trade credit in the ordinary course of business, or (C) in the form of prepaid expenses and deposits to other Persons in the ordinary course of business; (vii) Investments made in any Person to the extent such Investment represents the non-cash portion of consideration received for an asset sale permitted under the terms of the Loan Documents; (viii) loans or advance to directors, officers and employees for bona fide business purposes and in the ordinary course of business in an aggregate principal amount not to exceed U.S.$5,000,000 at any time outstanding; (ix) Investments constituting Guarantee Obligations permitted pursuant to Section 6.3(i) or (ii); (x) Permitted Acquisitions in an amount not to exceed U.S.$10,000,000 in the case of the Credit Parties during any Fiscal Year; (xi) Permitted Inter-Corporate Payments; (xii) Investments in connection with the Tooling Program in an aggregate amount (together with any Investments in connection with the Tooling Program permitted under sub-clause (i)(B) above) not in excess of U.S.$10,000,000; and (xiii) additional net Investments by Credit Parties in ...
Clause type: ownership_of_shares
 The Stockholder (together with such ------------------- Stockholder's spouse, if applicable) is the sole beneficial and record owner and holder of the Shares, which at the date hereof and at all times up until the Expiration Date, will be free and clear of any liens, claims, options, charges, security interests, equities, options, warrants, rights to purchase (including, without limitation, restrictions on rights of disposition other than those imposed by applicable securities laws), third party rights of any nature or other encumbrances; and (ii) does not own any shares of capital stock of Resounding other than the Shares.
Clause type: compensation
 In connection with its services to each Fund specified in Schedule A, the Trust agrees to pay the Adviser, or cause to be paid to the Adviser, the compensation specified in Schedule B. All fees shall be computed and accrued daily and payable monthly. For purposes of determining fees payable in this manner, the value of a Fund’s average daily net assets shall be computed at the times and in the manner specified in the Fund’s Prospectuses.
Clause type: interest
 Subject as provided in Clause 9.9 (Payment), all sums payable by the Current Issuer under this Clause 9 (Remuneration and Indemnification of Note Trustee) shall be payable on demand or, in the case of any remuneration payable under Clause 9.1 (Normal Remuneration) on the due date specified therein and shall carry interest at the rate per annum, which is one per cent. per annum above the base rate from time to time of the National Westminster Bank Plc from the date on which they were paid, charged or incurred by the Note Trustee or, in the case of remuneration, the due date for payment thereof, to the date of actual payment, and in all other cases shall (if not paid on the date specified in such demand or, if later, within three days after such demand and, in either case, the Note Trustee so requires) carry interest at such rate from the date specified in such demand.
Clause type: governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of New York applicable to contracts wholly performed within the borders of such state, without giving effect to the conflict of law principles thereof.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto and which specifically mention this Agreement.
Clause type: base-salary
 A salary at the rate of $130,000 per year (the ----------- "Base Salary"), effective as of March 1, 1998. The Base Salary shall be payable in installments consistent with the Company's payroll schedule. The Base Salary shall be subject to adjustment annually for increases, if any, in the Consumer Price Index for the most proximate geographic area in which Employee is then employed (as published by the United States Department of Labor for the immediately preceding calendar year) and will be reviewed each year during the Company's annual salary review and the Company may, in its sole discretion, increase the Base Salary as a result of any such review.
Clause type: base-salary
 The Company shall pay Employee a minimum base salary (“Salary”) of $525,000 per year plus the CPI Increase described below. The Salary shall be subject to review and adjustment on an annual basis provided, however, that in no event shall Employee’s Salary be adjusted below the Salary designated herein. The Salary for Employee shall be increased annually by a percentage increase in the Consumer Price Index (the “CPI Increase”); the first such increase shall be effective retroactively as of August 1, 2006 whereupon the salary for Employee in effect on that date shall be increased as of that date by a percentage equal to the percentage increase in the Consumer Price Index from January 1, 2006 to December 31, 2006. Employee shall receive a lump sum payment equal to the CPI Increase appropriately prorated for the period from August 1 until the date coinciding with the end of the payroll period in which such lump sum payment is made, and such lump sum payment shall be paid to Employee on or prior to March 15, 2007. Each payroll period after such lump sum payment is made shall reflect Employee’s Salary, as augmented by the CPI Increase. During the Employment Term, Employee shall also be given CPI Increases (based on his then current Salary) as of each August 1 that occurs after August 1, 2006 with respect to the percentage increase in the Consumer Price Index for the 12-month period beginning on the immediately preceding January 1. Notwithstanding the foregoing, if Employee has already received the above described lump sum payment from the Company for the period beginning August 1, 2006, then such lump sum payment shall not be paid to Employee in 2007; however, Employee’s Salary for payroll periods after the Effective Date shall reflect the CPI Increase. As used in this Paragraph 5(a), Consumer Price Index shall mean the Consumer Price Index for Urban Wage Earners and Clerical Workers prepared by the Bureau of Labor Statistics of the U.S. Department of Labor, or, if that index is not then being published, the most nearly comparable successor index that the parties may agree upon or, if they fail to agree, an index designated by Company’s independent registered public accounting firm. If a successor index is used, the Company’s independent registered public accounting firm shall make such adjustments to the index as may be appropriate to carry out the intention of this paragraph and their determination shall be final and binding on the parties.
Clause type: representations
and Warranties. The representations and warranties of the Selling Entities set forth in this Agreement shall be true and correct in all material respects on the date hereof and (except to the extent such representations and warranties speak as of an earlier date) shall also be true and correct in all material respects (or, in the case of representations and warranties qualified by materiality, shall also be true and correct in all respects) on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date.
Clause type: investment-company-act
 The Ski Purchaser is not required to be registered as an investment company under the Investment Company Act.
Clause type: ownership_of_shares
 The Stockholder is the Beneficial Owner of the shares of Company C-1 Preferred Stock and warrants as set forth on Exhibit A attached hereto and incorporated herein by reference, free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the shares of Company C-1 Preferred Stock Beneficially Owned by the Stockholder), except for any applicable restrictions on transfer under the federal or state securities laws and the rules and regulations promulgated thereunder that would not in any event prevent the Stockholder from tendering the Stockholder’s shares of Company C-1 Preferred Stock in accordance with this Agreement or otherwise complying with the Stockholder’s obligations under this Agreement, and Liens arising under the shareholder agreements listed on Schedule A attached hereto and incorporated herein by reference. The Stockholder is the owner of the warrants to purchase the number of shares of Company Common Stock set forth on Exhibit A attached hereto and incorporated herein by reference pursuant to the Warrant, free and clear of any Liens and any other limitation or restriction, except except for any applicable restrictions on transfer under the Warrant and under the federal or state securities laws and the rules and regulations promulgated thereunder, and Liens arising under the shareholder agreements listed on Schedule A attached hereto and incorporated herein by reference.
Clause type: now
THEREFORE in consideration of the mutual benefits and promises contained herein, the Parties hereto agree as follows: