bhaskrr/legal-clauses huggingface dataset:
Clause type: taxes
 Except as set forth on Schedule 6.1(g) or Schedule 6.1(j), ALT and, for any period during all, or part of which, the Tax liability of any other corporation or entity was determined on a combined or consolidated basis with ALT any such other corporation or entity, have filed timely all federal, state, local and foreign Tax returns, reports and declarations required to be filed (or have obtained or timely applied for an extension with respect to such filing) currently reflecting the Taxes (as defined below) and all other information required to be reported thereon, and have paid, or made adequate provision for the payment of, all Taxes which are due pursuant to such returns or are pursuant to any assessments received by ALT or any such other corporation or entity. As used herein, “Tax” or “Taxes” shall mean all taxes, fees, levies or other assessments, including but not limited to income, excise, property (including property taxes paid by ALT pursuant to any lease), sales, franchise, withholding, social security and unemployment taxes imposed by the United States, or any state, county, local or foreign government, or any subdivision or agency thereof, or taxing authority therein, and any interest, penalties or additions to tax relating to such taxes, charges, fees, levies or other assessments. Copies of all Tax returns for each fiscal year since the formation of ALT have been furnished or made available to Apollo or to its representatives and such copies are accurate and complete as of the date thereof. ALT has also furnished or made available to Apollo or its representatives correct and complete copies of all notices and correspondence sent or received since the formation of ALT by ALT to or from any federal, state or local Tax authorities. ALT has adequately reserved for the payment of all material Taxes with respect to periods ended on, prior to or through the date of Closing for which Tax returns have not yet been filed. In the ordinary course, ALT makes adequate provision on its books for the payment of all Taxes (including for the current fiscal period) owed by ALT. Except as disclosed on Schedule 6.1(j), ALT has not been subject to a federal or state Tax audit of any kind and no adjustment has been proposed by the Internal Revenue Service (“IRS”) with respect to any Tax return for any subsequent year. With respect to the Tax audits referred to on Schedule 6.1(j) hereto, no such audit has resulted in an adjustment in excess of $25,000.
Clause type: dividends
 If after June 30, 1999 (the "Original Issue Date"), the Company shall subdivide the Stock, by split-up or otherwise, or combine the Stock, or issue additional shares of Stock in payment of a stock dividend on the Stock, the number of shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination, and the Purchase Price shall forthwith be proportionately decreased in the case of a subdivision or stock dividend, or proportionately increased in the case of a combination.
Clause type: now
THEREFORE in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:
Clause type: confidentiality
Party acknowledges and agrees that this Agreement and any and all information obtained by the State from the Party in connection with this Agreement are subject to the State of Vermont Access to Public Records Act, 1 V.S.A. § 315 et seq.
Clause type: investments
 Neither Borrower nor any of its Subsidiaries shall make or maintain any Investments other than (i) existing Investments in Subsidiaries and (ii) Qualified Investments.
Clause type: investment-company-act
 Neither the Company nor any Company Subsidiary is required to be registered as an investment company under the Investment Company Act.
Clause type: compensation
 The Parties agree to the following compensation for internetwork facilities, depending on facility type.
Clause type: capitalization
 As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, $0.001 par value per share, of which 82,950,000 shares were issued and outstanding as of February 28, 2015. There are no outstanding securities which are convertible into shares of Common Stock, whether such conversion is currently exercisable or exercisable only upon some future date or the occurrence of some event in the future. All of the outstanding shares of Common Stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable.
Clause type: miscellaneous
(a) Neither party to this Agreement shall be liable to the other party for consequential, special or punitive damages under any provision of this Agreement.
Clause type: definitions
Unless the context otherwise requires, the terms defined in this Article I shall, for the purposes of this Agreement, have the meanings herein specified.
Clause type: miscellaneous
This Warrant may not be changed, waived, discharged or terminated except by an instrument in writing signed by the Corporation and the Holder. This Warrant and the rights evidenced hereby shall be binding upon and shall inure to the benefit of the parties hereto and the successors of the Corporation and the successors and permitted assigns of the Holder. Such successors and/or assigns of the Holder shall be deemed to be a Holder for all purposes hereunder. This Warrant, together with the Agreement, constitutes the sole and entire agreement of the parties to this Warrant with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Warrant and the Agreement, the statements in the body of this Warrant shall control. If any term or provision of this Warrant is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Warrant or invalidate or render unenforceable such term or provision in any other jurisdiction.
Clause type: taxes
 The Borrower and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP and except where the failure to file such returns or reports could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as specifically described on Schedule 6.11 hereto, there is no proposed tax assessment against the Borrower or any Subsidiary that would, if made, have a Material Adverse Effect. Neither any Loan Party nor any Subsidiary thereof is party to any tax sharing agreement other than the Tax Sharing Agreement.
Clause type: capitalization
 As of the Closing Date, Schedule 5.22(a) sets forth a true, complete and accurate description of the equity capital structure of Holdings and each of its Subsidiaries showing, for each such Person, accurate ownership percentages of the equityholders of record and accompanied by a statement of authorized and issued Equity Interests for each such Person. Except as set forth on Schedule 5.22(b), as of the Closing Date (a) there are no preemptive rights, outstanding subscriptions, warrants or options to purchase any Equity Interests of any Credit Party and (b) there are no obligations of any Credit Party to redeem or repurchase any of its Equity Interests. The Equity Interests of each Credit Party described on Schedule 5.22(a) (i) are validly issued and fully paid and non-assessable (to the extent such concepts are applicable to the respective Equity Interests) and (ii) are owned of record and beneficially as set forth on Schedule 5.22(a), free and clear of all Liens (other than Liens created under the Security Documents).
Clause type: capitalization
 All of the issued and outstanding Units have been duly authorized and are validly issued. Except as set forth in the Transaction Documents, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Investors to issue, sell, or otherwise cause to become outstanding any of its Units. Except as set forth in the Transaction Documents, there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Investors. Except as set forth in the Transaction Documents, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of Investors.
Clause type: payment
 Unless a Liquidation Date has occurred or has been effectively set, we shall not be obliged to make any payment or delivery scheduled to be made by us under a Netting Transaction for as long as an Event of Default or any event which may become (with the passage of time, the giving of notice, the making of any determination hereunder, or any combination thereof) an Event of Default with respect to you has occurred and is continuing.
Clause type: ownership_of_shares
 Stockholder is the beneficial owner of the Shares ------------------- with full power to vote or direct the voting of the Shares. As of the date hereof the Shares are, and at all times up until the Expiration Date the Shares will be, free and clear of any rights of first refusal, co-sale rights, security interests, liens, pledges, claims, options, charges or other encumbrances. Stockholder has full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy.
Clause type: whereas
the Issuer and each of the Guarantors has duly authorized the execution and delivery of this Indenture.
Clause type: investment-company-act
 It is not (i) required to register as an “Investment Company” or (ii) “controlled” by an “Investment Company”, in each case, under (and as defined in) the Investment Company Act.
Clause type: investment-company-act
 The Company is not conducting, and will not conduct, its business in a manner which would cause it to become, an "investment company," as defined in Section 3(a) of the Investment Company Act of 1940, as amended.
Clause type: notices
All demands, requests, notices and other communications required or permitted to be given under this Warrant shall be in writing and shall be deemed to have been duly given if delivered personally or sent by United States certified or registered first class mail, postage prepaid, to the parties hereto at the following addresses or at such other address as any party hereto shall hereafter specify by notice to the other party hereto:
Clause type: capitalization
 The Fund’s authorized, issued and outstanding (i) common shares of beneficial interest and (ii) preferred shares are as set forth in the Prospectus. All of the Fund’s issued and outstanding common shares of beneficial interest and preferred shares have been duly authorized and validly issued and are fully paid and non-assessable and have been offered and sold or exchanged by the Fund in compliance with all applicable laws (including, without limitation, federal and state securities laws); none of the Fund’s outstanding common shares of beneficial interest or preferred shares were issued in violation of any preemptive or other similar rights of any security holder of the Fund. The Placement Shares have been duly authorized and, when issued and delivered against payment therefore in accordance with this Agreement, will be validly issued, fully paid and non-assessable and free of any preemptive or other similar rights.
Clause type: interest
 The timely payment of interest on the Debenture is not prohibited by the Articles or Certificate of Incorporation or By-Laws of the Company, in each case as amended to the date of this Agreement, or any agreement, contract, document or other undertaking to which the Company is a party.
Clause type: entire
Agreement. The provisions herein contained constitute the entire agreement between the parties relating to the Offering and supersede all previous communications, representations, understandings and agreements between the parties with respect to the subject matter hereof whether verbal or written.
Clause type: definitions
For the purpose of this Agreement the following capitalized terms are defined in this Article 1 and shall have the meaning specified herein:
Clause type: base-salary
 Employer hereby covenants and agrees to pay to Employee, and Employee hereby covenants and agrees to accept from Employer, a base salary at the rate of Four Hundred Thousand Dollars ($400,000.00) per annum, payable in such regular installments as shall be convenient to Employer (the "Base Salary"). Employee's Base Salary shall be exclusive of and in addition to any other benefits which Employer, in its sole discretion, may make available to Employee, including, but not limited to, those benefits described in Subparagraphs 7(b) through (f) of this Agreement. Employee's Base Salary shall be subject to merit review periodically, and may be increased but not decreased as a result of any such review.
Clause type: investments
 No Loan Party will make or hold any Investments, except:
Clause type: representations
and Warranties. (a) All of the representations and warranties made by the Backstopper in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made at and as of the Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct as of such date) and (b) the Backstopper shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed by the Backstopper on or prior to the Closing Date.
Clause type: grant
 The Company hereby grants to the Participant a total number of shares of Class A Common Stock equal to $60,000.00 divided by the Issue Price (the “Shares”), and a total number of RSUs equal to $90,000.00 divided by the Issue Price, in each case on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan. The RSUs shall be credited to a separate book- entry account maintained for the Participant on the books of the Company, which may be maintained by a third party. The “Issue Price” shall mean the volume weighted average price of shares of the Company’s Class A Common Stock traded during the three days preceding the Date of Grant, as determined by the Company.
Clause type: definitions
Capitalized terms used throughout this Agreement and not otherwise defined herein shall have the meanings set forth below.
Clause type: severability
If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not so held invalid, and each such other provision shall to the full extent consistent with law continue in full force and effect. If any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision, together with all other provisions of this Agreement, shall to the full extent consistent with law continue in full force and effect.
Clause type: payment
 Payment of the purchase price for, and delivery of certificates for, the Initial U.S. Units shall be made at the offices of Brobeck, Phleger & Harrison LLP, 550 West C Street, Suite 1300, San Diego, California 92101, or at such other place as shall be agreed upon by the Global Coordinator and the Companies, at 7:00 A.M. (California time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Global Coordinator and the Companies (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that any or all of the International Option Units are purchased by the Managers, payment of the purchase price for, and delivery of certificates for, such International Option Units shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Global Coordinator and the Companies, on each Date of Delivery as specified in the notice from the Global Coordinator to the Companies. Payment shall be made to the Companies by wire transfer of immediately available funds to a bank account designated by the Companies, against delivery to the Lead Manager of certificates for the respective accounts of the Managers of certificates for the International Units to be purchased by them. It is understood that each Manager has authorized the Lead Manager, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial International Units and the International Option Units, if any, that it has agreed to purchase. Merrill Lynch, individually and not as representative of the Managers, may (but shall not be obligated to) make payment of the purchase price for the Initial International Units or the International Option Units, if any, to be purchased by any Manager whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Manager from its obligations hereunder.
Clause type: investments
 (a) Each Chargor charges by way of a first equitable mortgage (ranking only after the Senior Collateral) its interest in all shares, stocks, debentures, bonds or other securities and investments owned by it or held by any nominee on its behalf.
Clause type: confidentiality
Each Seller, each of their respective Affiliates, and each shareholder, member, corporate director, officer, limited liability company manager and representatives of each Seller (each of the foregoing, a “Restricted Party”), shall treat and hold confidential any information concerning the Business, the Acquired Assets or the related affairs of Sellers that is not already generally available to the public, including the existence and terms of this Agreement (collectively, “Confidential Information”), refrain from using any of the Confidential Information except in connection with this Agreement and the Transaction Documents, and deliver promptly to Buyer or destroy, at the request and option of Buyer, all tangible embodiments (and all copies) of the Confidential Information that are in his, her, or its possession. In the event any Restricted Party is requested or required pursuant to oral or written question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process to disclose any Confidential Information, then he, she, or it shall notify Buyer promptly of the request or requirement so that Buyer may seek an appropriate protective order or waive compliance with the provisions of this Section 6.3. If, in the absence of a protective order or the receipt of a waiver under this Agreement, any Restricted Party is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, then he, she, or it may disclose the Confidential Information to the tribunal; provided, however, that he, she, or it shall use his, her, or its reasonable best efforts to obtain, at the reasonable request of Buyer, an order or other assurance that confidential treatment is accorded to such portion of the Confidential Information required to be disclosed as Buyer may designate.
Clause type: notices
All notices, requests, demands and other communications required or permitted to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be given by certified or registered mail, postage prepaid, delivered by hand or by nationally recognized air courier service, or sent via electronic mail followed up by a hard copy of such notice, in any case directed to the address of such Person as set forth in the applicable Section of this Article VII. Any such notice shall become effective when received (or when receipt is refused) by the addressee, provided that any notice or communication that is received (or refused) other than during regular business hours of the recipient shall be deemed to have been given at the opening of business on the next Business Day of the recipient. From time to time, any Person may designate a new address for purposes of notice hereunder by notice to such effect to the other Persons identified in this Article VII.
Clause type: interest
 Each Deposit shall bear interest from and including the date of deposit to but excluding the date of withdrawal at the rate per annum for each Interest Period equal to the Debt Rate for such Interest Period (computed on the basis of a year of 360 days and actual days elapsed) payable to the Paying Agent on behalf of the Escrow Agent quarterly in arrears on each Interest Payment Date and, as provided in Section 2.5(b) hereof, on the date of the Final Withdrawal (as defined below), all in accordance with the terms of this Agreement (whether or not any such Deposit is withdrawn on an Interest Payment Date). Interest accrued on any Deposit that is withdrawn pursuant to a Notice of Purchase Withdrawal (as defined below) shall be paid on the next Interest Payment Date, notwithstanding any intervening Final Withdrawal (as defined below). In addition, interest accrued on any Deposit that is withdrawn pursuant to a Notice of Replacement Withdrawal (as defined below) but not paid on the date of the Final Withdrawal shall be paid on the next Interest Payment Date.
Clause type: headings
Headings contained herein are included for convenience only and are not to be used in construing or interpreting any provision hereof.
Clause type: interest
 (a) Borrower agrees to pay interest in respect of all unpaid principal amounts of the Revolving Loans from the respective dates such principal amounts were advanced to maturity (whether by acceleration, notice of prepayment or otherwise) at rates per annum equal to the applicable rates indicated below:
Clause type: investment-company-act
 Neither the Company nor any Subsidiary is an ---------------------- "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940.