bhaskrr/legal-clauses huggingface dataset:
Clause type: insurance
Borrower will keep its business and the Collateral insured for risks and in amounts, as Bank may reasonably request. Insurance policies will be in a form, with companies, and in amounts that are satisfactory to Bank in Bank's reasonable discretion. All property policies will have a lender's loss payable endorsement showing Bank as an additional loss payee and all liability policies will show the Bank as an additional insured and provide that the insurer must give Bank at least 20 days notice before canceling its policy. At Bank's request, Borrower will deliver certified copies of policies and evidence of all premium payments. Proceeds payable under any policy will, at Bank's option, be payable to Bank on account of the Obligations.
Clause type: payment
 Subject to the satisfaction or waiver (to the extent permitted by this Agreement and applicable Law) by Purchaser of the Offer Conditions as of any scheduled Expiration Date, Purchaser shall, and Parent shall cause Purchaser to, consummate the Offer and accept for payment and pay for (subject to any withholding of Tax pursuant to this Section 1.2(d)) all Shares validly tendered and not validly withdrawn pursuant to the Offer promptly (and in any event within three Business Days) after the expiration of the Offer on such Expiration Date. Notwithstanding any of the foregoing contained in this Section 1.2(d), Purchaser expressly reserves the right to delay payment for all Shares until the Regulatory Condition has been satisfied. The Offer Price shall, subject to any required withholding of Taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. GFI agrees that no Shares held by GFI or any of its Subsidiaries will be tendered to Purchaser pursuant to the Offer. Acceptance for payment of Shares pursuant to and subject to the conditions of the Offer upon the expiration of the Offer is referred to in this Agreement as the “Offer Closing”, and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date.” Parent, Purchaser or the Depositary for the Offer shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer to any holder of Shares such amounts as Parent, Purchaser or the Depositary is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended, and applicable Treasury Regulations issued pursuant thereto (the “Code”), or any provision of state or local Tax Law. To the extent that amounts are so withheld and paid over by Parent, Purchaser or the Depositary to the appropriate Taxing Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by Parent, Purchaser or the Depositary.
Clause type: now
THEREFORE in consideration of the premises and the mutual covenants contained herein, the parties hereto agree that the Existing Credit Agreement is hereby amended and restated as follows:
Clause type: payment_terms
 All amounts due under this Agreement shall be due and payable net twenty (20) days from receipt of invoice. Any undisputed portion of the invoice amount not paid within the twenty (20) day period shall accrue interest at the annual rate of two and one-half percent (2.5%) over the Prime Rate (but not to exceed the maximum rate permitted by law).
Clause type: insurance
Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Camber, (a) Camber and the Camber Subsidiaries are insured with reputable insurers against such risks and in such amounts as the management of Camber reasonably has determined to be prudent and consistent with industry practice, and Camber and the Camber Subsidiaries are in compliance in all material respects with their insurance policies and are not in default under any of the terms thereof, (b) each such policy is outstanding and in full force and effect and, except for policies insuring against potential liabilities of officers, directors and employees of Camber and the Camber Subsidiaries, Camber or the relevant Subsidiary thereof is the sole beneficiary of such policies, (c) all premiums and other payments due under any such policy have been paid, and all claims thereunder have been filed in due and timely fashion, (d) there is no claim for coverage by Camber or any Camber Subsidiary pending under any insurance policy as to which coverage has been questioned, denied or disputed by the underwriters of such insurance policy and (e) neither Camber nor any Camber Subsidiary has received notice of any threatened termination of, material premium increase with respect to, or material alteration of coverage under, any insurance policies.
Clause type: investment-company-act
 The Borrower has not taken any action that could result in the Borrower falling within the definition of, and the Borrower is not, an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: taxes
 All payments made to Lender under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net income taxes, gross receipt taxes and franchise taxes (imposed in lieu of net income taxes) imposed on Lender as a result of a present or former connection between Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") are required to be imposed on Lender hereunder, Borrower shall pay such taxes by having the amounts so payable to Lender increased to the extent necessary to yield to Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any amounts payable to Lender are increased pursuant to this Section 2(j) in respect of any Non-Excluded Taxes that are payable by Borrower, promptly as possible thereafter Borrower shall send to Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender the required receipts or other required documentary evidence, Borrower shall indemnify Lender for any incremental taxes, interest or penalties that may become due by Servicer as a result of any such failure.
Clause type: termination
a. This Agreement may be terminated by the Fund (by a vote of the Board of Trustees of the Fund or by a vote of a majority of the outstanding voting securities of the Series), without the payment of any penalty, immediately upon written notice to the other parties hereto, in the event of a material breach of any provision thereof by the party so notified or otherwise by the Fund, upon sixty (60) days' written notice to the other parties hereto, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the others.
Clause type: investment_company
 Buyer is not an investment company subject to registration and regulation under the Investment Company Act of 1940, as amended.
Clause type: payment_terms
 Mikart shall invoice Vertical for the price of the Product sold at the time of shipment, and Vertical shall pay each such invoice within thirty (30) days after its receipt thereof.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. This Agreement shall be effective as of the date first written above. Very truly yours, NUVEEN ASSET MANAGEMENT By: Name: Title: Accepted and agreed to as of the date first above written: MORGAN STANLEY & CO. INCORPORATED By: Name: Title: Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Ladies and Gentlemen: In connection with the engagement of Morgan Stanley & Co. Incorporated (“Morgan Stanley”) to advise and assist the undersigned (together with its affiliates and subsidiaries, referred to as the “Company”) with the matters set forth in the Marketing and Structuring Fee Agreement dated November [ ], 2010 between the Company and Morgan Stanley (the “Marketing and Structuring Fee Agreement”), in the event that Morgan Stanley becomes involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) with respect to the services performed pursuant to and in accordance with the Marketing and Structuring Fee Agreement, the Company has agreed to indemnify and hold harmless Morgan Stanley and Morgan Stanley’s affiliates and their respective officers, directors, employees and agents and each other person, if any, controlling Morgan Stanley or any of Morgan Stanley’s affiliates (Morgan Stanley and each such other person being an “Indemnified Person”) from and against any losses, claims, damages or liabilities related to, arising out of or in connection with the activities (the “Activities”) performed by any Indemnified Person in connection with, or arising out of, or based upon, the Marketing and Structuring Fee Agreement and/or any action taken by any Indemnified Person in connection therewith (including, without limitation, any presentation given by the Company and an Indemnified Person relating to the common shares of beneficial interest (the “Shares”) of Nuveen Build America Bond Opportunity Fund (the “Fund”)), and will reimburse each Indemnified Person for all expenses (including fees and expenses of counsel) as they are incurred in connection with investigating, preparing, pursuing or defending any...
Clause type: conversion_of_shares
 (a) Each Share issued and outstanding immediately prior to the Effective Time (other than Shares owned by the Parent, the Sub or any subsidiary of the Parent or the Sub or held in the treasury of the Company (collectively "Excluded Shares"), all of which shall be canceled and cease to exist, without consideration being payable therefore and Dissenting Shares (as defined in Section 2.06)) shall, by virtue of the Merger, remain outstanding or be converted at the Effective Time into the following (the "Merger Consideration"), upon the surrender of the certificate representing such Shares as provided in Section 2.07 and subject to Section 2.03 hereof:
Clause type: compensation
 The compensation to be paid by Company to Executive from time to time, including any fringe benefits or other employee benefits, shall not be governed by this Agreement. This Agreement shall not be deemed to affect the terms of any stock options, employee benefits or other agreements between the Company and Executive.
Clause type: severability
If any portion of this Agreement shall be held invalid or inoperative, then so far as is reasonable and possible the remainder of this Agreement shall be considered valid and operative and effect shall be given to the intent manifested by the portion held invalid or inoperative.
Clause type: base-salary
 While employed under this Agreement, Executive will receive as his compensation for the performance of his duties and obligations to ITG under this Agreement a Base Salary of Three Hundred Thousand Dollars ($300,000.00) per year, which will be payable in such installments established by ITG for all salaried employees, and which will be subject to annual review by the Board of Directors or any committee designated by the Board of Directors (the base salary, as it may be modified from time to time, is referred to herein as the “Base Salary”).
Clause type: employee_benefits
 (a) Section 3.17 of the Disclosure Schedule lists each Employee Benefit Plan that the Company or any of its Subsidiaries maintains or to which the Company or any of its Subsidiaries contributes or has any obligation to contribute or with respect to which the Company and its Subsidiaries have any liabilities.
Clause type: governing
Law. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.
Clause type: ownership_of_shares
 Such Stockholder owns the number of shares of Common Stock set forth next to such Stockholder’s name in Section 2.2 of the Company Disclosure Schedule free and clear of all Encumbrances and, as a result of the Stock Purchase, the Buyer will acquire good, valid and marketable title to such shares of Common Stock free and clear of all Encumbrances, other than those that may be created or incurred by the Buyer. Except as set forth in Section 3.1 of the Company Disclosure Schedule, the Stockholder has not granted any power of attorney with respect to any of the Shares owned by such Stockholder.
Clause type: termination
The Director’s and OPWC's obligations under this Agreement shall immediately terminate upon the failure of the Recipient to comply with any of the terms or conditions contained herein. Upon such termination, the Recipient shall be obligated to return any moneys delivered to the Recipient pursuant to the provisions of this Agreement.
Clause type: base-salary
 You shall be paid a base salary (the "Base Salary") equal to two hundred fifty thousand dollars ($250,000) per year. The Base Salary shall be payable to you in the manner and on the date(s) on which the Corporation pays its other executives, but in no event less frequently than monthly. Based upon performance, you shall be eligible for a salary review on April 1, 2005 and annually thereafter.
Clause type: entire
Agreement. This Agreement contains the entire agreement of the parties. It supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the employment of Executive by the Bank, including without limitation the Employment Agreement between Executive and the Bank dated as of June 1, 2016, which agreement shall terminate and have no further force and effect as of the Effective Date. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, that are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. This Agreement may not be modified or amended by oral agreement, but only by an agreement in writing signed by the Bank and Executive.
Clause type: interest
 Subject to the Priority of Payments, the Borrower unconditionally agrees to pay to the Issuing Lender interest on the amount of each LOC Disbursement, for the period from and including the date of such LOC Disbursement to but excluding the date of payment in full, at the Drawn Rate. Subject to the Priority of Payments, interest accrued in respect of any LOC Disbursement shall be payable on the relevant LOC Reimbursement Date, and thereafter on demand from time to time by the Issuing Lender and upon payment of any LOC Reimbursement Obligation.
Clause type: loans
 (a) Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documents, Lender hereby agrees to provide to Borrower, on a revolving basis from time to time during the period commencing on the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing.
Clause type: taxes
 All federal income tax returns required to be filed by or on behalf of the Borrower or any Subsidiary of the Borrower have been properly prepared, executed and filed. All other tax and information returns required to be filed by or on behalf of the Borrower or any Subsidiary of the Borrower have been properly prepared, executed and filed, except for matters that, individually or in the aggregate, do not, and would not be likely to, have a Material Adverse Effect. All taxes, assessments, fees and other governmental charges upon the Borrower or any Subsidiary of the Borrower or upon any of their respective properties, incomes, sales or franchises which are due and payable have been paid, other than those not yet delinquent and payable without premium or penalty, and except for those being diligently contested in good faith by appropriate proceedings, and in each case such reserves and provisions for taxes as may be required by GAAP shall have been made on the books of the Borrower and each Subsidiary of the Borrower. The reserves and provisions for taxes on the books of the Borrower and each Subsidiary of the Borrower for all open years and for its current fiscal period are adequate in accordance with GAAP. As of the Closing Date, neither the Borrower nor any Subsidiary of the Borrower knows of any proposed additional assessment or basis for any material assessment for additional taxes (whether or not reserved against), other than as set forth on Schedule 4.21 hereto.
Clause type: assignment
This Agreement may not be assigned by operation of Law or otherwise without the express written consent of the Seller and the Purchaser (which consent may be granted or withheld in the sole discretion of the Seller or the Purchaser); provided, however, that the Purchaser may, without the consent of the Seller, assign this Agreement prior to the Closing to SCANA Corporation or to a subsidiary controlled by SCANA Corporation, but no such assignment shall relieve the Purchaser of any of its obligations under this Agreement.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matters hereof and cancels and supersedes all prior agreements, understandings and arrangements, oral or written, between the Parties with respect to such subject matters.
Clause type: assignment
Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written approval of the TCM Special Committee or the Company Special Committee, as applicable, and any such assignment without such prior written approval shall be null and void, except that TCM and/or Merger Sub may assign this Agreement to any direct or indirect wholly owned subsidiary of TCM without consent of the Company; provided that (1) TCM shall remain liable for all of its obligations under this Agreement, including the obligation to issue shares of TCM Common Stock as contemplated herein and (2) such assignment does not cause the Merger to fail to be treated as a reorganization within the meaning of Section 368(a) of the Code.
Clause type: insurance
The Developer shall carry (i) commercial general liability coverage with a combined single limit of not less than $1,000,000 per occurrence and $2,000,000 general aggregate, covering liabilities arising out of the Developer’s activities on the Property prior to the “Closing” (as hereinafter defined), (ii) worker’s compensation insurance with coverage at least equal to statutory limits, (iii) employer’s liability insurance with a limit not less than $1,000,000 each accident, and (iv) automobile liability insurance covering owned, non-owned, leased and hired vehicles, in a combined single limit of not less than $1,000,000 for Bodily Injury and Property Damage. The Developer’s insurance policies shall (i) name the Seller as an additional insured with respect to the Property, and (ii) be primary as to all other policies. It is further agreed that the Developer and its insurer(s) providing coverage must waive all rights of subrogation and/or contribution against the Seller. Prior to entry upon or commencement of any activities on the Property, the Developer shall deliver a true and correct copy of a certificate of insurance to the Seller in a form and substance satisfactory to the Seller evidencing the required coverages and providing that should any of the policies above be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions. The Developer shall ensure that the Developer’s Representatives are adequately insured without necessity of duplicating the Developer’s required insurance.
Clause type: payment
 10.1.1.1 The amount of the lump sum shall be the book value of the Vehicle, computed as the average of the trade and retail value of the Vehicle as per the Transunion Auto Dealers Guide as at the month of the theft, limited to a maximum amount of R150 000.00 (one hundred and fifty thousand rand) inclusive of VAT;