bhaskrr/legal-clauses huggingface dataset:
Clause type: grant
 To secure Customer's full and punctual payment and performance of the Obligations when due (whether at the stated maturity, by acceleration or otherwise), Customer hereby grants IBM Credit a security interest in all of Customer's right, title and interest in and to the following property, whether now owned or hereafter acquired or existing and wherever located:
Clause type: assignment
Each Party covenants that, if it sells or otherwise transfers to a third party, it will require as a condition of such transfer that the transferee agree to be bound by this Agreement with respect to services provided over the transferred facilities. Except as provided in this paragraph, neither Party may assign or transfer (whether by operation of law or otherwise) this Agreement (or any rights or obligations hereunder) to a third party without the prior written consent of the other Party which consent will not be unreasonably withheld; provided that either Party may assign this Agreement to a corporate Affiliate or an entity under its common control or an entity acquiring all or substantially all of its assets or equity by providing prior written notice to the other Party of such assignment or transfer. Any attempted assignment or transfer that is not authorized hereunder is void ab initio. Without limiting the generality of the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties' respective successors and assigns.
Clause type: dividends
 1. Dividends paid by a company which is a resident of a Contracting State to a resident of the other Contracting State may be taxed in that other State.
Clause type: taxes
 All payments by the Borrower of principal of, and interest on, the Loan and all other amounts payable hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by any Lender’s net income or receipts of such Lender and franchise taxes imposed in lieu of net income taxes or taxes on receipts, by the jurisdiction under the laws of which such Lender is organized or any political subdivision thereof or the jurisdiction of such Lender’s Lending Office or any political subdivision thereof or any other jurisdiction unless such net income taxes are imposed solely as a result of the Borrower’s activities in such other jurisdiction, and any taxes imposed under FATCA (such non-excluded items being called “Covered Taxes”). In the event that any withholding or deduction from any payment to be made by the Borrower hereunder is required in respect of any Covered Taxes pursuant to any applicable law, rule or regulation, then the Borrower will:
Clause type: confidentiality
In consideration of the confidential nature of certain of the information which will be provided to Buyer by Seller, the Company and the Subsidiaries prior to the Closing, Buyer agrees to retain in confidence, prior to the Closing, and to require its directors, officers, employees, consultants, professional representatives and agents (collectively, its "Representatives") to retain in confidence all information transmitted or disclosed to it by Seller, the Company and the Subsidiaries, and further agrees that, prior to the Closing, it will not use for its own benefit and will not use or disclose to any third party, or permit the use or disclosure to any third party of, any information so obtained or revealed, except that Buyer may disclose the information (i) to those of its Representatives who need the information for the proper performance of their assigned duties with respect to the consummation of the transactions contemplated hereby, (ii) to the parties from which Buyer seeks financing and their representatives, and (iii) in a registration statement or similar offering document relating to the proposed issuance of securities by the Buyer. In making such information available to its Representatives, Buyer shall take any and all precautions necessary to ensure that its Representatives use the information only as permitted hereby. Notwithstanding anything to the contrary in the foregoing provisions, such information may be disclosed (a) where it is necessary to any regulatory authorities or governmental agencies, (b) if it is required by court order or decree or applicable law, (c) if it is ascertainable or obtained from public or published information, or (d) if it is received from a third party not known to the recipient to be under an obligation to keep such information confidential. If Buyer shall be required to make disclosure of any such information by operation of law, Buyer shall give Seller prior notice of the making of such disclosure and shall use all reasonable efforts to afford Seller an opportunity to contest the making of such disclosure. In the event that the Closing shall not occur, Buyer shall immediately deliver, or cause to be delivered, to Seller (without retaining any copies thereof) any and all documents, statements or other written information obtained from Seller, the Company or any Subsidiary that contain confidential information of Seller.
Clause type: ownership_of_shares
 On the date hereof, the Owned Shares of such Stockholder are owned of record or beneficially by such Stockholder and, on the date hereof, such Owned Shares of such Stockholder constitute all of the Shares owned of record or beneficially by such Stockholder. Such Stockholder has sole voting power and sole power of disposition with respect to all of the Owned Shares of such Stockholder, with no restrictions, subject to applicable federal securities laws, on such Stockholder's rights of disposition pertaining thereto.
Clause type: conversion_of_shares
 At the Effective Time, each share of common stock, $.0001 par value per share of KFI (individually a "KFI Share" and collectively, the "KFI Shares") issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of KFI, CALIPSO, or the holder thereof, be converted into and shall become fully paid and nonassessable CALIPSO Common Stock determined by dividing (i) Thirty-Three Million Nine Hundred Eighteen Thousand Four Hundred (33,918,400), by (ii) the total number of shares of KFI, Thirty-three Million Six Hundred Eighteen Thousand Five Hundred (33,618,500) outstanding immediately prior to the Effective Time (such quotient, the "Exchange Ratio"); provided, however, that the aggregate shares of CALIPSO Common Stock issued to the holders of KFI Common Stock in the Merger shall equal at least eighty percent (80%) of the issued and outstanding capital stock of CALIPSO. The holder of one or more shares of KFI Common Stock shall be entitled to receive in exchange therefore a number of shares of CALIPSO Common Stock equal to the product of (x) (the number of shares of KFI Common Stock (33,618,500)), times (y) (the Exchange Ratio). By way of example, 33,918,400/33,618,500 = 1.01 (the Exchange Ratio). The number of shares of KFI Common Stock held by a stockholder (1,000) times the Exchange Ratio of 1.01 equals 1,010 shares of CALIPSO Shares to be issued.
Clause type: investments
 The Borrower shall not, nor shall it permit any of its Subsidiaries to, make or permit to exist any loans, advances, or capital contributions to, or make any investment in (including the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person, except:
Clause type: base-salary
 In exchange for all services rendered by Executive under this Agreement during the Term, Ceridian Canada shall pay Executive a Base Salary in an amount not less than Six Hundred and Fifty-five Thousand ($655,000.00) Dollars USD per year, which amount will be subject to periodic review in accordance with Ceridian Canada’s salary review process (but not less than once per twelve month period). The Base Salary shall be paid in accordance with Ceridian Canada’s normal payroll procedures and policies, as such procedures and policies may be modified from time to time.
Clause type: confidentiality
In consideration of employment by the Company and Executive’s receipt of the salary and other benefits associated with Executive’s employment, and in acknowledgment that (a) the Company is engaged in the automotive software business, (b) maintains secret and confidential information, (c) during the course of Executive’s employment by the Company such secret or confidential information may become known to Executive, and (d) full protection of the Company’s business makes it essential that no employee appropriate for his or her own use, or disclose such secret or confidential information, Executive agrees that during the time of Executive’s employment and for a period of two (2) years following the termination of Executive’s employment with the Company, Executive agrees to hold in strict confidence and shall not, directly or indirectly, disclose or reveal to any person, or use for his own personal benefit or for the benefit of anyone else, any trade secrets, confidential dealings, or other confidential or proprietary information of any kind, nature, or description (whether or not acquired, learned, obtained, or developed by Executive alone or in conjunction with others) belonging to or concerning the Company or any of its subsidiaries, except (i) with the prior written consent of the Company duly authorized by its Board, (ii) in the course of the proper performance of Executive’s duties hereunder, (iii) for information (x) that becomes generally available to the public other than as a result of unauthorized disclosure by Executive or his affiliates or (y) that becomes available to Executive on a non-confidential basis from a source other than the Company or its subsidiaries who is not bound by a duty of confidentiality, or other contractual, legal, or fiduciary obligation, to the Company, or (iv) as required by applicable law or legal process.
Clause type: representations
and Warranties. The representations and warranties made by the Parent and the Merger-Sub in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date or, in the case of representations and warranties made as of a specified date earlier than the Closing Date, on and as of such earlier date, and the Parent and the Merger-Sub shall have delivered to Takeoutmusic.com a certificate, dated the Closing Date and executed on behalf of the Parent and the Merger-Sub by a duly authorized officer, to such effect.
Clause type: grant_of_option
 In consideration of Employee’s agreement to remain in the employ of Company or its subsidiaries and for other good and valuable consideration, on the date hereof the Company irrevocably grants to Employee the option to purchase any part or all of an aggregate of * shares of its $1.00 par value common stock upon the terms and conditions set forth in this Agreement. Such Option is granted pursuant to the Sub-Plan and shall also be subject to the terms and conditions set forth in the Plan and the Sub-Plan.
Clause type: compensation
 The Directors shall have authority to establish reasonable compensation of all Directors for services to the Company as Directors, officers or otherwise, and to provide for reimbursement to Directors of their reasonable expenses of attending Directors’ meetings.
Clause type: confidentiality
The Executive agrees that he will not at any time during the Term hereof or at any time thereafter for any reason, in any fashion, form or manner, either directly or indirectly, divulge, disclose or communicate to any person, firm, corporation or other business entity, in any manner whatsoever, any confidential information or trade secrets concerning the business of the Company, including, without limiting the generality of the foregoing, the techniques, methods or systems of its operation or management, any information regarding its financial matters, or any other material information concerning the business of the Company, its manner of operation, its plans or other material data. The provisions of this Section 6 shall not apply to (i) information that is public knowledge other than as a result of disclosure by the Executive in breach of this Section 6; (ii) information disseminated by the Company to third parties in the ordinary course of business; (iii) information lawfully received by the Executive from a third party who, based upon inquiry by the Executive, is not bound by a confidential relationship to the Company; or (iv) information disclosed under a requirement of law or as directed by applicable legal authority having jurisdiction over the Executive.
Clause type: investments
 All Investments of each of the Borrower and its Subsidiaries are Permitted Investments.
Clause type: now
THEREFORE in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of 20,000,000 Common Shares and 5,000,000 shares of Preferred Stock, par value $1 per share. All of the issued and outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable and are not subject to preemptive rights. As of September 19, 1997, 13,793 Series A Preferred Shares, 749,486 Series B Preferred Shares and 14,113,623 Common Shares were issued and outstanding and an aggregate of 1,622,050 Common Shares were reserved for issuance pursuant to the 1996 Comprehensive Stock Plan of Score Industries, Inc., the Company's 1978 and 1990 Stock Option Plans and the 1996 Non-Employee Director Stock Plan (collectively, the "Stock Plans"). Except as disclosed in Schedule 4.2, such Common Shares reserved for issuance under the Stock Plans have not been issued and will not prior to the Effective Time be issued, and, except as disclosed in Schedule 4.2, no commitment has been or will be made for their issuance other than under stock options outstanding under the Stock Plans ("Stock Options") as of the date of this Agreement. Schedule 4.2 sets forth the exercise prices and number of Shares in respect of outstanding Stock Options under the Stock Plans. In addition, each outstanding Common Share has a Preferred Stock purchase right attached, allowing the holder upon the occurrence of certain events described in the Rights Agreement between the Company and ChaseMellon Shareholder Services L.L.C., as Rights Agent, relating to such rights (the "Rights"), as amended and restated on February 2, 1996 (the "Rights Agreement"), to purchase one one-hundredth of a share of Series C Junior Participating Preferred Stock at an exercise price of $32. No shares of such Series C Preferred Stock have been issued as of the date of this Agreement.
Clause type: interest
 (a) The Borrower shall pay interest on the daily Outstanding Loan Balances at a rate determined pursuant to the provisions of Article 3.03 of the General Conditions.
Clause type: counterparts
This Agreement may be executed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy, electronic delivery or otherwise) to the other parties. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.
Clause type: ownership_of_shares
 As of January 28, 1999, Furukawa was the sole beneficial owner of 40,489,670 JDS Common Shares; the Furukawa Shares constituted all of the JDS Common Shares owned or controlled, directly or indirectly by Furukawa as of January 28, 1999; Furukawa has the exclusive right to dispose of the Furukawa Shares under the Arrangement, subject to the transfer or assignment of any Furukawa Shares in accordance with sections 2.7 and 2.8; and Furukawa is not a party to, bound or affected by or subject to, any charter or by-law provision, statute, regulation, judgment, order, decree or law which would be violated, contravened, breached by, or under which default would occur as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement subject only to making necessary filings with or giving notifications to any governmental, administrative or regulatory authority having jurisdiction.
Clause type: now
THEREFORE in consideration of the foregoing recitals, and the mutual covenants contained herein, the parties hereby agree as follows:
Clause type: insurance
11.1 Tenant shall keep in force throughout the Term: (a) a Commercial General Liability insurance policy or policies to protect the Landlord Entities against any liability to the public or to any invitee of Tenant or a Landlord Entity incidental to the use of or resulting from any accident occurring in or upon the Premises with a limit of not less than $1,000,000.00 per occurrence and not less than $2,000,000.00 in the annual aggregate, or such larger amount as Landlord may prudently require from time to time, covering bodily injury and property damage liability and $1,000,000 products/completed operations aggregate; (b) Business Auto Liability covering owned, non-owned and hired vehicles with a limit of not less than $1,000,000 per accident; (c) insurance protecting against liability under Worker’s Compensation Laws with limits at least as required by statute; (d) Employers Liability with limits of $500,000 each accident, $500,000 disease policy limit, $500,000 disease—each employee; (e) All Risk or Special Form coverage protecting Tenant against loss of or damage to Tenant’s alterations, additions, improvements, carpeting, floor coverings, panelings, decorations, fixtures, inventory and other business personal property situated in or about the Premises to the full replacement value of the property so insured; and, (f) Business Interruption Insurance with limit of liability representing loss of at least approximately six months of income.
Clause type: base-salary
 Employer shall pay Employee an annual base salary of one hundred fifteen thousand dollars ($115,000) per annum (or fraction for portions of a year). Such base salary will be adjusted from time to time in accordance with then current standard salary administration guidelines of Employer. Employee's salary shall be subject to all appropriate federal and state withholding taxes and shall be payable in accordance with the normal payroll procedures of Employer.
Clause type: loans
 (a) Each Borrowing made by the Company on any date shall be in an integral multiple of $1,000,000 and in a minimum aggregate principal amount of $10,000,000. Committed Loans shall be made by the Banks ratably in accordance with their respective Commitments on the Borrowing Date of the Committed Borrowing; provided, however, that the failure of any Bank to make any Loan shall not in itself relieve any other Bank of its obligation to lend hereunder.
Clause type: severability
If any provision of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not render the entire Agreement invalid. Rather, the Agreement shall be construed as if not containing the particular invalid or unenforceable provision, and the rights and obligations of each party shall be construed and enforced accordingly.
Clause type: loans
 Each Loan, each payment or prepayment of principal of any Loan, and each payment of interest on the Loans shall be allocated pro rata among the Lenders in accordance with the respective principal amounts of their outstanding Loans. Each payment of the Facility Fee, each reduction of the Commitments and each conversion or extension of any Loan shall be allocated pro rata among the Lenders in accordance with the respective principal amounts of their outstanding Loans and Participation Interests (to the extent applicable). The Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.04, shall be pro rata in accordance with their respective Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.04(e), in which case such payments shall be pro rata in accordance with such participating interests).
Clause type: investment-company-act
 Neither the Company nor any subsidiary is and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, neither of them will be, required to be registered as an “investment company” pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”), or a “controlled foreign corporation” (a “CFC”), as defined in the Internal Revenue Code of 1986, as amended.
Clause type: investment-company-act
 No Credit Party is, or after giving effect to the transactions contemplated by the Loan Documents will be, an “investment company” or an “affiliated person” or “promoter” of, or “principal underwriter” of or for, an “investment company,” within the meaning of the Investment Company Act of 1940, as amended, or any other federal or state law limiting its ability to incur debt or to execute, deliver or perform the Loan Documents to which it is a party.
Clause type: headings
The headings for the Sections set forth in this Subscription Agreement are strictly for the convenience of the Parties hereto and shall not be used in any way to restrict the meaning or interpretation of the substantive language of this Subscription Agreement.
Clause type: entire
Agreement. This Agreement embodies the entire agreement and understanding of the parties hereto and supersedes any and all prior agreements, arrangements and understandings relating to matters provided for herein.
Clause type: assignment
This Agreement and the rights and obligations hereunder shall bind and inure to the benefit of any successor or successors of Employer by way of reorganization, merger or consolidation, and any assignee of all or substantially all of its business and properties, but, except as to any such successor or assignee of Employer, neither this Agreement nor any rights or benefits hereunder may be assigned by either party.
Clause type: governing
Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Clause type: whereas
as incentive for the Holders to purchase the Capital Securities, the Guarantor desires irrevocably and unconditionally to agree, to the extent set forth in this Guarantee, to pay to the Holders of Capital Securities the Guarantee Payments (as defined herein) and to make certain other payments on the terms and conditions set forth herein.