bhaskrr/legal-clauses huggingface dataset:
Clause type: notices
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by overnight courier, by facsimile or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 13.01): If to the NBCU Entities: NBC Universal, Inc. 30 Rockefeller Plaza New York, New York 10112 Attention: General Counsel Tel: 212-664-7024 Fax: 212-664-4733 With a copy to: Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022 Attention: John A. Marzulli, Jr. Tel: 212-848-8590 Fax: 646-848-8590 If to CIG: CIG Media LLC 131 S. Dearborn Street, 32nd Floor Chicago, Illinois 60603 Attention: Matthew B. Hinerfeld Tel: 312-395-3167 Fax: 312-267-7628 with a copy to: Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, NY 10004 Attention: Robert Schwenkel Steven Steinman Tel: 212-859-8000 Fax: 212-859-4000 with a copy to: Wilmer Hale 1875 Pennsylvania Avenue, N.W. Washington, D.C. 20006 Attention: Lynn Charytan Samir Jain Jack Goodman Tel: 202-663-6000 Fax: 202-663-6363 If to the Company: ION Media Networks, Inc. 601 Clearwater Park Road West Palm Beach, FL 33401-6233 Attention: General Counsel Tel: 561-659-4122 Fax: 561-655-9424 With a copy to: Holland & Knight LLP 222 Lakeview Avenue, Suite 1000 West Palm Beach, Florida 33401 Attention: David L. Perry Tel: 561-650-8314 Fax: 561-650-8399 and Dow, Lohnes & Albertson, PLLC 1200 New Hampshire Avenue, N.W., Suite 800 Washington, DC 20036 Attention: John R. Feore, Jr. Tel: 202-776-2000 Fax: 202-776-2222
Clause type: representations
and Warranties. The Debtor hereby represents and warrants to the Secured Party that:
Clause type: headings
The table of contents and the descriptive headings of the several Articles and Sections of this Agreement and the Exhibits and Schedules are for convenience only, do not constitute a part of this Agreement and shall not control or affect, in any way, the meaning or interpretation of this Agreement.
Clause type: base-salary
 During the term of this Agreement, the Company shall pay, and the Executive agrees to accept, in consideration for the Executive’s services hereunder, pro rata bi-weekly payments of the annual salary of $80,000.00, less all applicable taxes and other appropriate deductions. The Executive’s base salary shall be increased annually, on January 1 of each calendar year, in amount no less than ten percent (10%). In addition, the Company’s Board of Directors (the “Board”) shall review the Executive’s base salary annually to determine whether it should be increased more than ten percent (10%). The decision to increase the Executive’s base more than ten percent (10%) and the amount of any such increase shall be within the Board’s sole discretion.
Clause type: investment-company-act
 The Company shall not become an investment company subject to registration under the Investment Company Act of 1940, as amended.
Clause type: grant
 The Corporation is hereby granted the right (the "Repurchase Right"), exercisable at any time during the ninety (90)-day period following the date Participant ceases for any reason to remain in Service, to repurchase at the Purchase Price all or any portion of the Purchased Shares in which Participant is not, at the time of his or her cessation of Service, vested in accordance with the Vesting Schedule (such shares to be hereinafter referred to as the "Unvested Shares").
Clause type: ownership_of_shares
 Parent owns 10,200,000 Common Shares as of the date hereof, which, assuming the accuracy and completeness of Section 3.2(a), constitutes at least fifty percent (50%) of the voting securities of the Company, as calculated pursuant to 16 C.F.R. Section 801.12, as of the date hereof. Except as set forth herein, none of Parent or its Subsidiaries owns (directly or indirectly, beneficially or of record) any shares of capital stock of the Company or holds any rights to acquire or vote any shares of capital stock of the Company except pursuant to this Agreement.
Clause type: whereas
the Advisor has agreed to furnish investment advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act");
Clause type: termination
This Convention shall remain in force until terminated by a Contracting State. Either Contracting State may terminate the Convention by giving written notice of termination through diplomatic channels to the other Contracting State at least six months before the end of any calendar year beginning after expiry of five years from the date of entry into force of the Convention. In such event, the Convention shall cease to have effect:
Clause type: indemnification
(a) The Company will indemnify each Holder of Registrable Securities and each of its officers, directors and partners, and each person controlling such Holder, with respect to which such registration, qualification or compliance has been effected pursuant to this Rights Agreement, and each underwriter, if any, and each person who controls any underwriter of the Registrable Securities held by or issuable to such Holder, against all claims, losses, expenses, damages and liabilities (or actions in respect thereto) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, or any violation or alleged violation by the Company of the Securities Act, the Securities Exchange Act of 1934, as amended, ("Exchange Act") or any state securities law applicable to the Company or any rule or regulation promulgated under the Securities Act, the Exchange Act or any such state law and relating to action or inaction required of the Company in connection with any such registration, qualification of compliance, and will reimburse each such Holder, each of its officers, directors and partners, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, within a reasonable amount of time after incurred for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 1.5(a) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld); and provided further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage or liability arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by an instrument duly executed by such Holder or underwriter specifically for use therein.
Clause type: investment-company-act
 The Borrower is not required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: board
 The Company shall have a Board of Managers which shall be designated as the Company's "Board of Directors" and each member of the Board of Directors shall be designated as a "Director." All Company powers shall be by or under the authority of, and the business and affairs of the Company managed under the direction of, its Board of Directors. The Board of Directors shall also have such other authority set forth in this Agreement. The Directors are not "managers" within the meaning of the Act. The Board of Directors in place prior to the execution of this Agreement shall continue as the Board of Directors of the Company. For purposes of voting, the Member shall have a total of three votes and the Independent Directors shall each have one vote. Members of the Board of Directors may be appointed and removed from time to time by the Managing Member, in its sole discretion, provided, however, that the Company shall at all times have at least two Independent Directors. The Board of Directors shall hold meetings, at such times and places to be agreed upon by a majority of the Board of Directors.
Clause type: representations
and Warranties. (i) The representations and warranties of the Group Companies set forth in Article III (other than the Company Fundamental Representations), in each case, without giving effect to any materiality or Material Adverse Effect qualifiers contained therein (other than in respect of the defined term “Material Contract” and in respect of Section 3.5), shall be true and correct as of the Closing Date as though then made (or if such representations and warranties relate to a specific date, such representations and warranties shall be true and correct as of such date), except in each case, to the extent such failure of the representations and warranties to be so true and correct, when taken as a whole, would not have a Material Adverse Effect; and
Clause type: loans
 Neither the Borrower nor any of its Subsidiaries shall make any loans, advances, or other extensions of credit to any of the Borrower's or such Subsidiary's executives, officers, or directors or shareholders (or any relatives of any of the foregoing), or make loans, advances or other extensions of credit to or invest in any other person, firm, corporation, or other entity, other than (a) investments in cash equivalents; (b) extensions of credit in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business; (c) extensions of credit by the Borrower to any of its wholly-owned Subsidiaries or by any of its wholly-owned Subsidiaries to another of its wholly-owned Subsidiaries; (d) investments incurred in order to consummate acquisitions or other transactions otherwise permitted under Section 7.06, provided that such acquisitions or other transactions are undertaken in accordance with all applicable requirements of law; and (e) other loans, advances, extensions of credit and investments in an aggregate amount outstanding at any one time not to exceed $5,000,000.
Clause type: representations
and Warranties. All representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of each Borrowing or the issuance of each Letter of Credit hereunder with the same effect as if made on and as of such date, other than (i) representations and warranties that relate solely to an earlier date, in which case they shall be true and correct as of such earlier date, and (ii) representations and warranties qualified by materiality, each of which shall be true and correct in all respects.
Clause type: conversion_of_shares
 The manner and basis of converting the capital stock of NAI into OSI Common Stock, subject to SECTION 5(C) below with respect to fractional shares, shall be as follows:
Clause type: ownership_of_shares
 The Stockholder owns of record or indirectly through a broker the number of Shares set forth on column (1) of Schedule 1 to this Agreement as of the date of this Agreement and such Shares constitute all of the issued and outstanding shares of capital stock of the Company owned directly or indirectly by the Stockholder. In addition, the Stockholder owns beneficially the shares of Company Common Stock set forth on column (2) of Schedule 1. The Stockholder has sole voting power and sole power of disposition with respect to all of the Shares, with no restrictions on the Stockholder’s rights of voting with respect to the matters contemplated by this Agreement and no other person or entity has any right to direct the Stockholder with respect to voting any of the Shares or approve the voting by the Stockholder of any of the Shares with respect to the matters contemplated by this Agreement or has any right to approve any amendment or modification of this Agreement. The Stockholder owns all of the Shares, free and clear of any Lien, other than pursuant to this Agreement.
Clause type: termination
This Agreement shall continue in effect indefinitely, but either of the Contracting States may, on or before 30 June in any calendar year beginning after the expiration of 5 years from the date of its entry into force, give to the other Contracting State through the diplomatic channel written notice of termination and, in that event, this Agreement shall cease to be effective:
Clause type: loans
 (a) No Member shall be obligated to loan funds to the Company. Loans by a Member to the Company shall not be considered Capital Contributions. The amount of any such loan shall be a debt of the Company owed to such Member in accordance with the terms and conditions upon which such loan is made.
Clause type: payment_terms
 Payments to Tatum should be made within 30 days of receipt of invoice by electronic transfer in accordance with the instructions set forth below or such alternative instructions as provided by Tatum from time to time. Any amounts not paid when due may be subject to a periodic service charge equal to the lesser of 1.5% per month and the maximum amount allowed under applicable law, until such amounts are paid in full, including assessed service charges. In lieu of terminating this Agreement, Tatum may suspend the provision of any Services if amounts owed are not paid in accordance with the terms of this Agreement. Randstad Professionals Law Dept. July 2015 1 Bank Name and Address: Bank of America, 1950 N Stemmons Freeway, Suite 5010, Dallas, TX 75207 Beneficiary: Tatum Beneficiary Account Number: ABA Transit/Routing Number: Please reference the Company’s name in the body of the payment.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
Clause type: termination
Upon the termination of this Terms Agreement pursuant to Section 13(b) of the Distribution Agreement the undersigned parties hereby agree to that the expenses reasonably incurred prior to or in connection with such termination will be borne by Principal Life and PFG.
Clause type: investments
 The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, make or permit to remain outstanding any advances, loans or other extensions of credit or capital contributions (other than prepaid expenses in the ordinary course of business) to (by means of transfers of property or assets or otherwise), or purchase or own any stocks, bonds, notes, debentures or other securities of, any Person (all such transactions being herein called "INVESTMENTS"), except (subject to Section 9.24 hereof):
Clause type: taxes
 (i) Each of Alpha and its Subsidiaries has timely filed or has caused to be timely filed all Tax returns or reports required to be filed by it, or requests for extensions to file such returns or reports have been timely filed, granted and have not expired, and all such returns and reports are complete and correct, except to the extent that such failures to file, to have extensions granted that remain in effect or to be complete or correct, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Alpha and its Subsidiaries. Alpha and each of its Subsidiaries has paid or caused to be paid all Taxes shown as due on such returns and the most recent financial statements contained in the Alpha Filed SEC Reports reflect an adequate reserve in accordance with GAAP for all Taxes payable by Alpha and its Subsidiaries for all taxable periods and portions thereof accrued through the date of such financial statements.
Clause type: loans
 Each Loan may be used by the Borrowers (whether directly or for on-lending within the Group):
Clause type: taxes
 All payments to be made by Performance Guarantor hereunder shall be made free and clear of any deduction or withholding. If Performance Guarantor is required by law to make any deduction or withholding on account of tax or otherwise from any such payment, the sum due from it in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, Recipient receive a net sum equal to the sum which they would have received had no deduction or withholding been made.
Clause type: termination
12.1 In addition to the specific rights of termination set out in the Clause "The Publisher's Responsibilities" and the Clause "The Author's Responsibilities", either Party shall be entitled to terminate this Agreement forthwith by notice in writing to the other Party if the other Party commits a material breach of the terms of the Agreement which cannot be remedied or, if such breach can be remedied, fails to remedy such breach within 45 days of being given written notice to do so.
Clause type: taxes
 The Borrower, the Parent and each of their respective Subsidiaries has (a) timely filed all returns required to be filed by it with respect to all taxes, (b) paid all taxes shown to have become due pursuant to such returns, and (c) paid all other taxes for which a notice of assessment or demand for payment has been received other than taxes that the Borrower, the Parent or such Subsidiary is contesting in good faith with appropriate proceedings. All tax returns have been prepared in accordance with all applicable laws and requirements and accurately reflect in all material respects the taxable income (or other measure of tax) of the Borrower, the Parent or such Subsidiary filing the same. The accruals for taxes contained in the financial statements referred to in Section 9.08 are adequate under GAAP to cover all liabilities for taxes for all periods ending on or before the date of such financial statements and include adequate provision for all deferred taxes (including deferred federal taxes), and nothing has occurred subsequent to that date to make any of such accruals inadequate. All taxes for periods beginning after the date of this Agreement through and including the Restatement Effective Date have been paid or are adequately reserved against on the books of the Borrower or the Parent, as applicable. The Borrower, the Parent and each of their respective Subsidiaries has timely filed all information returns or reports which are required to be filed and has accurately reported all information required to be included on such returns or reports. There are no proposed assessments of taxes against the Borrower, the Parent or any of their respective Subsidiaries nor proposed adjustments to any tax return filed that, individually or in the aggregate, would have a Material Adverse Effect on the Borrower or the Parent.
Clause type: headings
The headings in this Agreement have been included solely for convenience of reference and shall not be considered in the interpretation or construction of this Agreement.
Clause type: taxes
 All federal, state, local and foreign tax returns, reports and statements required to be filed (after giving effect to any extension granted in the time for filing) by the Parent, the Borrower, their respective Subsidiaries, or any member of a Controlled Group have been filed with the appropriate governmental agencies in all jurisdictions in which such returns, reports and statements are required to be filed, and where the failure to file could reasonably be expected to cause a Material Adverse Change, except where contested in good faith and by appropriate proceedings; and all taxes and other impositions due and payable (which are material in amount) have been timely paid prior to the date on which any fine, penalty, interest, late charge or loss (which are material in amount) may be added thereto for non-payment thereof except where contested in good faith and by appropriate proceedings. As of the date of this Agreement, neither the Parent, the Borrower nor any member of a Controlled Group has given, or been requested to give, a waiver of the statute of limitations relating to the payment of any federal, state, local or foreign taxes or other impositions. None of the Property owned by the Parent, the Borrower or any other member of a Controlled Group is Property which the Parent, the Borrower or any member of a Controlled Group is required to be treated as being owned by any other Person pursuant to the provisions of Section 168(f)(8) of the Code. Proper and accurate amounts have been withheld by the Borrower and all members of each Controlled Group from their employees for all periods to comply in all material respects with the tax, social security and unemployment withholding provisions of applicable federal, state, local and foreign law. Timely payment of all material sales and use taxes required by applicable law have been made by the Parent, the Borrower and all other members of each Controlled Group, the failure to timely pay of which could reasonably be expected to cause a Material Adverse Change. The amounts shown on all tax returns to be due and payable have been paid in full or adequate provision therefor is included on the books of the appropriate member of the applicable Controlled Group.
Clause type: payment
 BORROWER WILL PAY THIS LOAN IN ONE PAYMENT OF ALL OUTSTANDING PRINCIPAL PLUS ALL ACCRUED UNPAID INTEREST ON AUGUST 15, 1995. Interest on this Agreement is computed on a 365/360 simple interest basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. Unless otherwise agreed or required by applicable law, payments will be applied first to accrued unpaid interest, then to principal, and any remaining amount to any unpaid collection costs and late charges.
Clause type: stock_option
 With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, (ii) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Stock Plans and (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company.