bhaskrr/legal-clauses huggingface dataset:
Clause type: confidentiality
In handling any confidential information of Borrower, the Lenders and Collateral Agent shall exercise the same degree of care that it exercises for their own proprietary information, but disclosure of information may be made: (a) subject to the terms and conditions of this Agreement, to the Lenders’ and Collateral Agent’s Subsidiaries or Affiliates, or in connection with a Lender’s own financing or securitization transactions and upon the occurrence of a default, event of default or similar occurrence with respect to such financing or securitization transaction; (b) to prospective transferees (other than those identified in (a) above) or purchasers of any interest in the Credit Extensions (provided, however, the Lenders and Collateral Agent shall, except upon the occurrence and during the continuance of an Event of Default, obtain such prospective transferee’s or purchaser’s agreement to the terms of this provision or to similar confidentiality terms); (c) as required by law, regulation, subpoena, or other order; (d) to Lenders’ or Collateral Agent’s regulators or as otherwise required in connection with an examination or audit; (e) as Collateral Agent reasonably considers appropriate in exercising remedies under the Loan Documents; and (f) to third party service providers of the Lenders and/or Collateral Agent so long as such service providers have executed a confidentiality agreement with the Lenders and Collateral Agent with terms no less restrictive than those contained herein. Confidential information does not include information that either: (i) is in the public domain or in the Lenders’ and/or Collateral Agent’s possession when disclosed to the Lenders and/or Collateral Agent, or becomes part of the public domain after disclosure to the Lenders and/or Collateral Agent; or (ii) is disclosed to the Lenders and/or Collateral Agent by a third party, if the Lenders and/or Collateral Agent does not know that the third party is prohibited from disclosing the information. Collateral Agent and the Lenders may use confidential information for any purpose, including, without limitation, for the development of client databases, reporting purposes, and market analysis. The provisions of the immediately preceding sentence shall survive the termination of this Agreement. The agreements provided under this Section 12.9 supersede all prior agreements, understanding, representations, warranties, and negotiations between the parties about the subject matter of this Se...
Clause type: capitalization
 The Company has the capitalization as set forth in each of the Registration Statement, Time of Sale Information and the Prospectus under the heading “Capitalization”; and all the outstanding shares of capital stock or other equity interests of each Significant Subsidiary owned, directly or indirectly, by the Company have been duly and validly authorized and issued, are fully paid and non-assessable and except as otherwise disclosed in or contemplated by each of the Time of Sale Information, the Registration Statement and the Prospectus or except pursuant to the terms and conditions of any and all debt agreements to which the Company and any such Significant Subsidiary is, as of the date hereof, a party or which are entered into in the ordinary course in connection with the purchase or refinancing of aircraft, are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party.
Clause type: representations
and Warranties. Each party hereto represents and warrants that this Agreement has been duly authorized, executed and delivered by such party and constitutes the legal, valid and binding obligation of such party.
Clause type: employee_benefits
 During the Term of Employment, Employee shall be entitled to participate in health, insurance, retirement and other perquisites and benefits generally provided to other senior executives of the Company that are made available from time to time. Employee shall also be entitled to the same number of holidays, vacation and sick days as are generally allowed to senior executives of the Company in accordance with Company policies in effect from time to time.
Clause type: counterparts
This Agreement may be executed in one or more counterparts, which shall together constitute one agreement.
Clause type: investment_company
 Neither Parent nor any of the Subsidiaries of Parent is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940 and the rules and regulations promulgated thereunder.
Clause type: ownership_of_shares
 Such Seller has good and marketable title to the Shares listed opposite such Seller’s name on Schedule 3.04 of the Disclosure Schedules, free and clear of all Encumbrances. There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Shares or obligating such Seller to sell any of the Shares.
Clause type: investments
 Make, or permit any of its Subsidiaries to make, any ----------- Investment in any Person unless each of the following conditions are satisfied: (i) after giving effect to such Investment, no Event of Default shall be continuing; and (ii) if and to the extent such Investment relates to the purchase or acquisition of all of the capital stock of, or all or substantially all of the assets of, such Person (A) such Person shall be in substantially similar lines of business as the Borrower and its Subsidiaries or businesses reasonably related or complimentary thereto and (B) after giving effect to such Investment, the Borrower will, on a pro forma basis, be in compliance with the financial covenants set forth in Section 5.03.
Clause type: insurance
Schedule 3.21 sets forth a list and brief description (specifying the insurer, the policy number or covering note number with respect to binders and the amount of any deductible, describing the pending claims if such claims exceed applicable policy limits, setting forth the aggregate amount paid out under each such policy through the date hereof and the aggregate limit, if any, of the insurer's liability thereunder) of all policies or binders of fire, liability, errors and omissions, workers' compensation, vehicular, unemployment and other insurance held by or on behalf of each of the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries is in default with respect to any material provision contained in any such policy or binder or has failed to give any notice or present any claim under any such policy or binder in due and timely fashion. Except for claims disclosed on Schedule 3.21, there are no outstanding unpaid claims under any such policy or binder which have gone unpaid for more than forty-five (45) days or as to which the carrier has disclaimed liability. All known claims or circumstances likely to give rise to any claims, if any, made against either the Company or any of its Subsidiaries have been disclosed and tendered to the appropriate insurance companies and are being defended by such appropriate insurance companies in accordance with the policy terms and limits. Neither the Seller nor the Company or any of its Subsidiaries has received any notice of cancellation or non-renewal of any such policy or binder or any notice from any of its insurance carriers that any insurance premiums will be materially increased in the future or that any insurance coverage listed on Schedule 3.21 will not be available in the future on substantially the same terms as now in effect. Except as separately disclosed on Schedule 3.21, all of such policies or binders in the name of the Company or any of its Subsidiaries shall be in full force and effect and enforceable by either the Company or one of its Subsidiaries following the consummation of the transactions contemplated by this Agreement.
Clause type: capitalization
 (a) The capital stock of the Company consists of common stock, $0.01 par value, 1,000,000 authorized, 154,110 issued and outstanding. Except for the 154,110 shares of common stock held by Bimini, no Equity Interests are issued and outstanding. All of the outstanding Equity Interests are duly authorized, validly issued, fully paid and non-assessable and not subject to any preemptive or similar rights. None of the outstanding securities of the Company has been issued in violation of any foreign, federal or state securities Laws.
Clause type: investment-company-act
 Investview is not required, and upon the issuance and sale of the Securities will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended.
Clause type: representations
and Warranties. To induce the Lenders and the Administrative Agent to enter into this Amendment, each Loan Party hereby represents and warrants to the Lenders and the Administrative Agent:
Clause type: definitions
All references in the Current HPA to the “Agreement” shall mean the Current HPA, as further amended by this Amendment; and all references in the Current HPA to Schedules A, B or C shall mean the Schedules A, B or C attached to this Amendment. All references herein to the “HPA” shall mean the Current HPA, as further amended by this Amendment.
Clause type: investment-company-act
 None of the Company or its Subsidiaries shall become an investment company subject to registration under the Investment Company Act of 1940, as amended.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.
Clause type: dividends
 Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, non-employee directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service;
Clause type: loans
 The obligation of any Bank to make any Loan (including any Money Market Loan and such Bank’s initial Syndicated Loan) to any Borrower upon the occasion of each borrowing hereunder is subject to the further conditions precedent that, both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use thereof:
Clause type: ownership_of_shares
 Each of the shares of CWI Common Stock is owned by each of the CWI stockholders free and clear of any lien, pledge, charge, adverse claim, security interest, encumbrance (including any imposed by law in any jurisdiction), title retention agreement, option or right to purchase of any kind.
Clause type: interest
 No interest shall be paid or credited to the Members with respect to their Capital Contributions, their Capital Accounts or upon any undistributed funds left on deposit with the Company.
Clause type: ownership_of_shares
 The Owned Shares are owned beneficially by Stockholder, free and clear of any Encumbrances, and include all of the shares of Common Stock owned beneficially by Stockholder. As of the date of this Agreement, Stockholder has, and will maintain at all times up to immediately prior to the Owned Shares Closing, sole voting and dispositive power with respect to the Owned Shares and will be entitled to dispose of the Owned Shares.
Clause type: interest
 No interest shall accrue or be charged by Payee on the unpaid principal balance of this Note.
Clause type: ownership_of_shares
 Stockholder owns of record and ------------------- beneficially the Shares, and has, and immediately before the Closing will have, good and valid title to the Shares free and clear of all liens, trusts (constructive and other), encumbrances, equities and claims other than the agreements and commitments contained herein or contemplated hereby.
Clause type: compensation
 In full payment for Executive’s services, Employer shall provide to Executive compensation and benefits determined in accordance with this Section 4.
Clause type: investment-company-act
 The Company is not and, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the General Disclosure Package, will not be an “investment company” as defined in the Investment Company Act of 1940 (the “Investment Company Act”).
Clause type: whereas
pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
Clause type: vesting
 Except as otherwise expressly provided in Section 3 of the Agreement, provided the Participant has not incurred a Termination on or prior to the Regular Vesting Date, the Performance Shares granted under the Grant Notice to which this Agreement relates shall vest upon the date on which the Committee determines and certifies, as applicable, the attainment level of both the EPS Performance Percentage and the RTSR Performance Percentage (the “Regular Vesting Date”) with respect to the Performance Period set forth in the Grant Notice, in each case, as of the last day of the Performance Period, which determination shall be made no later than the seventy-fifth (75th) day following the end of the Performance Period. As determined by the Committee, the number of Performance Shares, if any, in which the Participant vests (the “Qualified Performance Shares”) shall be equal to the sum of (a) the product of (i) the EPS Target Number of Performance Shares (as set forth in the Grant Notice) and (ii) the EPS Performance Percentage, plus (b) the product of (i) the RTSR Target Number of Performance Shares (as set forth in the Grant Notice) and (ii) the RTSR Performance Percentage, rounded up to the nearest whole number of Performance Shares. Upon the Regular Vesting Date, the Forfeiture Restriction shall lapse with respect to any Performance Shares that vest in accordance with this Exhibit A. Any Performance Shares that do not become vested in accordance with this Exhibit A (to the extent not previously forfeited pursuant to Section 3 of the Agreement) shall, effective as of the Regular Vesting Date, be forfeited by the Participant without consideration.
Clause type: board
 The Company does not have, and the Board of Directors have not adopted, any policies, directives or resolutions, or any amendments to the Company’s by-laws or certificate of incorporation, with respect to qualification or other requirements for serving as a director on the Board of Directors of the Company or any Company Subsidiary.
Clause type: indemnification
Effective as of the original date of Indemnitee’s beginning Service, the Company shall indemnify Indemnitee and hold Indemnitee harmless if the Indemnitee is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, and in any appeal in such action, suit or proceeding, and in any inquiry or investigation that could lead to such an action, suit or proceeding, against any and all liabilities, obligations (whether known or unknown, or due or to become due or otherwise), judgments, fines, fees, penalties, interest obligations, deficiencies, other actual losses (for example, verifiable lost income related to time spent defending such claim or action) and reasonable expenses (including, without limitation amounts paid in settlement, interest, court costs, costs of investigators, reasonable fees and expenses of attorneys, accountants, financial advisors and other experts) incurred or suffered by Indemnitee in connection with such action, suit or proceeding arising out of or pertaining to any actual or alleged action or omission which arises out of or relates to the fact that Indemnitee is or was serving as a director or officer of the Company or at the request of the Company as a director, officer, trustee, employee, or agent of or in any other capacity for another corporation, partnership, joint venture, trust or other enterprise, to the fullest extent permitted by then applicable law and the Company’s Articles of Incorporation and Bylaws, each as amended (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide the same or broader indemnification rights than permitted prior thereto) (each such liability, obligation, judgment, fine, fee, penalty, interest obligation, deficiency, other actual losses, and reasonable expenses being referred to herein as a “Loss,” and collectively, as “Losses”).
Clause type: payment_terms
 All fees expressed herein are exclusive of sales tax, value added tax, or any other taxes and duties which, if applicable, will be charged to Client in addition to the fees. In addition to the fees, Client will be responsible for the payment of any withholding taxes that may be payable. Travel expenses are not included in the fee(s) and, if such charges are incurred, they will also be charged to Client in addition to the fees. All fees are non- refundable (except as otherwise specified herein) and are due within net 30 days of the invoice date. Payments made after the due date may be (in The Economist Group’s discretion) subject to a late fee equal to the lesser of 1.5% per month or the maximum allowed by law.
Clause type: definitions
The following terms are defined as follows (except as otherwise agreed in writing by the parties):
Clause type: board
 Subject to applicable Law, each of the parties hereto shall take all necessary action to ensure that the Board of Directors of the Surviving Corporation effective as of, and immediately following, the Effective Time shall consist of the members of the Board of Directors of Acquisition Sub immediately prior to the Effective Time.
Clause type: now
THEREFORE in consideration of the foregoing and the representations, warranties, covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
Clause type: counterparts
This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original.
Clause type: grant
 On the Closing Date, the Company shall cause to be granted to the Employee by the Board of Directors of Norton as of the Closing Date, options to purchase an aggregate of 50,000 shares of common stock, par value $.01 per share (the "Common Stock"), of Norton, at an exercise price per share equal to the fair market value of the Common Stock on the Closing Date (the "Options"). The Options shall be fully vested and exercisable on and after the Closing Date.
Clause type: termination
This Agreement shall automatically terminate in the event of its assignment. This Agreement may be terminated at any time without the payment of any penalty by the Fund or by the Adviser on sixty (60) days written notice to the other party. The Fund may effect termination by action of the Board of Trustees or by vote of a majority of the outstanding shares of stock of the Fund, accompanied by appropriate notice. This Agreement may be terminated at any time without the payment of any penalty and without advance notice by the Board of Trustees or by vote of a majority of the outstanding shares of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Adviser or any officer or director of the Adviser has taken any action which results in a breach of the covenants of the Adviser set forth herein.
Clause type: insurance
Section 4.19 of the Disclosure Schedule sets forth (a) a true and complete list and description of all insurance policies, other insurance arrangements and other contracts or arrangements for the transfer or sharing of insurance risks by the Business or the Business Subsidiaries in force on the date hereof with respect to the business or assets of Business or the Business Subsidiaries, together with a statement of the aggregate amount of claims paid out, and claims pending, under each such insurance policy or other arrangement through the date hereof and (b) a description of such risks which Business (with respect to the Business) or the Business Subsidiaries, or the Board of Directors or officers thereof, have designated as being self-insured. The Business and the Business Subsidiaries have policies of insurance issued by an insurer that Seller believes is financially sound and reputable of the type and in amounts Seller believes is customarily carried by Persons conducting businesses or owning assets similar to those of the Business. All such policies are in full force and effect, all premiums due thereon have been paid and the Business and the Business Subsidiaries are otherwise in compliance in all material respects with the terms and provisions of such policies. Furthermore, (a) neither the Business nor any Business Subsidiary has received any notice of cancellation or non-renewal of any such policy or arrangement nor is the termination of any such policies or arrangements threatened, (b) there is no claim pending under any of such policies or arrangements as to which coverage has been questioned, denied or disputed by the underwriters of such policies or arrangements, (c) neither the Business nor any Business Subsidiary has received any notice from any of its insurance carriers that (i) any insurance premiums will be increased in the future or (ii) that any insurance coverage presently provided for will not be available to the Business or any Business Subsidiary in the future on substantially the same terms as now in effect or (iii) any claims have been denied by the insurer and no such notice is expected to be received and (d) none of such policies or arrangements provides for any retrospective premium adjustment, experienced-based liability or loss sharing arrangement affecting the Business. A true and complete list of all outstanding claims for medical expenses in excess of $10,000 made by or with respect to any single employee of the Business is ...
Clause type: entire
Agreement. This Lease and, if any, attached documents are the complete agreement between the Lessor and the Lessee concerning the Premises. There are no oral agreements, understandings, promises, or representations between the Lessor and the Lessee affecting this Lease. All prior negotiations and understandings, if any, between the Parties hereto with respect to the Premises shall be of no force or effect and shall not be used to interpret this Lease. No modification or alteration to the terms or conditions of this Lease shall be binding unless expressly agreed to by the Lessor and the Lessee in a written instrument signed by both Parties.
Clause type: esop
 Each of the Company and the Founder hereby undertakes to each Investor that, immediately prior to the consummation of Qualified IPO, the Ordinary Shares subject to the options which may be granted to the Key Employees and officers following Closing shall not exceed (three) 3% of the total amount of the Ordinary Shares reserved under the ESOP Plan; notwithstanding the above, if recommended by the Company and approved by each of the Investors, the Company may grant additional options representing up to one percent (1%) of the total amount of the Ordinary Shares reserved under the ESOP Plan prior to Qualified IPO.
Clause type: representations
and Warranties. Each Loan Party represents and warrants to the Administrative Agent and the Lenders that:
Clause type: representations
and Warranties. The representations and warranties set forth in Article 3 shall be true and correct at and as of the Closing Date as if made at and as of such date (other than any representations or warranties that are made as of a specific date, which shall be true and correct as of such date).