bhaskrr/legal-clauses huggingface dataset:
Clause type: miscellaneous
All covenants and agreements contained in this Agreement by or on behalf of the parties hereto shall bind and inure to the benefit of such parties and their respective heirs, administrators, legal representatives, successors and assigns, as the case may be. The headings in this Agreement are for convenience of reference only and shall neither be considered as part of this Agreement, nor limit or otherwise affect the meaning thereof. This Agreement shall be construed and enforced in accordance with the laws of Delaware without regard to principles of conflicts of law.
Clause type: interest
 (a) The Loans comprising each Eurocurrency Borrowing shall bear interest at a rate per annum equal to the Euribor Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.
Clause type: taxes
 (a) Cause all assessments and taxes, whether real, personal, or otherwise, due or payable by, or imposed, levied, or assessed against any Obligor or any of its property to be paid in full, before delinquency or before the expiration of any extension period, except to the extent that the validity of such assessment or tax shall be the subject of a Permitted Protest.
Clause type: vesting
 Subject to Section 4(c) below, the Phantom Units shall vest in such amounts and at such times as are set forth in the Grant Notice above.
Clause type: payment
 Seller, or any of its Affiliates on behalf of Seller, may issue an invoice to Customer. All invoiced amounts and payments shall be made in Indian National Rupees. Invoices in respect of Services provided on a fixed fee basis shall be issued in advance of the provision of such Services. Customer will pay invoices containing amounts authorized by the SOW and/or PO within thirty (30) days of the date of the invoice, subject to continuing credit approval by Seller. Any objections to an invoice must be made to Seller point of contact within fifteen (15) days after the invoice date. Seller may invoice Customer separately for partial shipments of Purchased Items. Customer agrees to pay interest on all past-due sums at the Bank of India base rate plus two percent (2%) per month. Customer hereby grants to Seller a security interest in the Products to secure payment in full. Customer authorizes Seller to file a financing statement reflecting such security interest. Customer's right to possession of the Products shall terminate immediately upon the occurrence of: (a) an Insolvency Event; or (b) any failure by Customer to pay an invoice in accordance with this Section 6. Seller’s pricing for the provision of Services and Products are exclusive of applicable Taxes. Customer will pay for, and shall indemnify, defend and hold Seller, its Affiliates, and its and their directors, officers, employees and agents harmless from any loss (of any kind), cost, damage or expense (including, but not limited to, attorneys’ fees and expenses) arising from any applicable Taxes. Customer must claim any exemption from such Taxes, fees or charges at the time of purchase and provide Seller with any necessary supporting documentation. Notwithstanding Section 4.4, if delivery by Seller of any Products has not been made thirty (30) days after the advised estimated date for delivery of the Products, Customer shall be entitled to terminate the SOW and/or PO in respect of those Products and any liability of Seller however arising, as referred to in Section 8., shall be limited to a credit of the price due for those Products not delivered. Orders for any Products which are non-cancellable may not be cancelled once accepted by Seller. In no circumstances shall Seller have any further liability to Customer in damages or otherwise for non-delivery or late delivery of any of the Products. [NOT USED]. Customer shall make all payments under each SOW and/or PO without withholding or deduction of, or in...
Clause type: board
 For so long as funds managed by Apax continue to hold at least fifty percent (50%) of the Series C Shares (or shares of Company common stock issuable upon conversion of the Series C Shares) acquired by such funds at Closing pursuant to this Agreement, such funds managed by Apax shall be entitled to designate one person for election to the Company’s Board of Directors as a Class II director (the "Investor Representative"), which Investor Representative shall be selected by such funds. At the time of each annual meeting of stockholders at which Class II directors are elected, the Company agrees to take all such action as may be required under applicable law: (a) to include the Investor Representative in the slate of nominees for the class of directors in which the Investor Representative is designated to be recommended by the Board of Directors for election by the Company stockholders, and (b) to use its best efforts to cause the election of the Investor Representative to the Board of Directors, including nominating such individual to be elected as a director. In the event that a vacancy is created on the Board of Directors at any time by the death, disability, retirement, resignation or removal of the Investor Representative, the Company and the remaining directors will cause the vacancy created thereby to be filled by a new designee of funds managed by Apax as soon as possible.
Clause type: payment
 Amounts are due upon receipt of invoice and payable as specified in a Transaction Document. Customer agrees to pay accordingly, including any late payment fee. Payment may be made electronically to an account specified by IBM or by other means agreed to by the parties.
Clause type: investments
 The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, make any Investment, except Permitted Investments.
Clause type: capitalization
 The authorized capital stock of the Company consists, on the Restatement Date, of an aggregate of 51,000,000 shares consisting of (i) 50,000,000 shares of common stock, par value $0.01 per share, of which 22,891,918 shares were, as at February 28, 1998 duly and validly issued and outstanding, each of which shares is fully paid and nonassessable and (ii) 1,000,000 shares of preferred stock, par value $0.01 per share, of which no shares were outstanding as at February 28, 1998. As of the Restatement Date the Company is registered with the Securities and Exchange Commission under the Securities Exchange Act, and its shares of common stock are publicly owned and traded on the NASDAQ National Market System. As of the Restatement Date, (x) except for options to purchase 2,902,001 shares of the common stock of the Company, there are no outstanding Equity Rights with respect to the Company and (y) there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any shares of capital stock of the Company nor are there any outstanding obligations of the Company or any of its Subsidiaries to make payments to any Person, such as "phantom stock" payments, where the amount thereof is calculated with reference to the fair market value or equity value of the Company or any of its Subsidiaries.
Clause type: capitalization
 The authorized capital stock of -------------- Acquiror consists of 650,000,000 Acquiror Common Shares of which, as of August 3, 1996, approximately 274,235,794 Acquiror Common Shares were issued and outstanding. All of the outstanding shares of capital stock of Acquiror have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of capital stock or other equity interests of the subsidiaries of Acquiror are owned by Acquiror or a direct or indirect wholly owned subsidiary of Acquiror, free and clear of all liens, charges, encumbrances, claims and options of any nature. Except as set forth in the Acquiror SEC Reports (as defined in Section 5.2(f)) or as contemplated by this Agreement, there are not, as of the date hereof, any outstanding or authorized options, warrants, calls, rights (including preemptive rights), commitments or any other agreements of any character which Acquiror or any of its subsidiaries is a party to, or may be bound by, requiring it to issue, transfer, sell, purchase, redeem or acquire any Acquiror Common Shares or any shares of capital stock or any of its securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of capital stock of Acquiror or any of its subsidiaries. There are not as of the date hereof and there will not be at the Effective Time any stockholder agreements, voting trusts or other agreements or understandings to which Acquiror is a party or to which it is bound relating to the voting of any shares of the capital stock of Acquiror. Acquiror has reserved for issuance under a stock option plan or plans of Acquiror a sufficient number of Acquiror Common Shares to cover the exercise of the Options and Warrants to be assumed by Acquiror in accordance with Section 4.1(d).
Clause type: headings
The headings in this Indenture are included for convenience and will not affect the meaning or interpretation of this Indenture.
Clause type: investment-company-act
 Neither of the Depositors nor the Trust is, or will, after giving effect to the issuance and sale of the Notes hereunder, be, required to be registered as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
Clause type: capitalization
 The authorized capitalization of LMC consists of 1,500 shares of common stock, of which 1,500 shares are currently issued and outstanding. All issued and outstanding shares are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.
Clause type: payment
 3.1 Subject to the terms and conditions of this Agreement and the observance and performance by the Company of its duties and obligations under this Agreement, RTHK shall pay the Company the Sum as specified in paragraph 2 of Schedule I in accordance to the following schedule:
Clause type: governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said state.
Clause type: taxes
 Enterprise has filed all national, state, local and foreign ----- tax returns required to be filed, has paid all taxes required to be paid in respect of all periods for which returns have been filed, has established what it believes is an adequate accrual or reserve for the payment of all taxes payable in respect of the periods subsequent to the periods covered by the most recent applicable tax returns, has made all necessary estimated tax payments, and has no material liability for taxes in excess of the amount so paid or accruals or reserves so established. Enterprise is not delinquent in the payment of any tax or in the filing of any tax returns, and to the knowledge of Enterprise and the Enterprise Shareholder no deficiencies for any tax are threatened, claimed, proposed or assessed. Enterprise has not received any notification that any issues have been raised (and are currently pending) by any taxing authority (including but not limited to any franchise, sales or use tax authority) regarding Enterprise and no tax return of Enterprise has ever been audited by any national, state, local or foreign taxing agency or authority. There are no tax liens against any assets of Enterprise. Enterprise is not a "personal holding company" within the meaning of Section 542 of the Internal Revenue Code of 1986, as amended (the "Code"). Enterprise is not a "U.S. Real Property Holding Company" as defined in the Code. For the purposes of this Section, the terms "tax" and "taxes" include all national, state, local and foreign income, alternative or add-on minimum income, gains, franchise, excise, property, sales, use, employment, license, payroll (including any taxes or similar payments required to be withheld from payments of salary or other compensatory payments), ad valorem, payroll, stamp, occupation, recording, value added or transfer taxes, governmental charges, fees, customs duties, levies or assessments (whether payable directly or by withholding), and, with respect to such taxes, any estimated tax, interest and penalties or additions to tax and interest on such penalties and additions to tax.
Clause type: capitalization
 All the outstanding shares of capital stock of each Significant Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable, and, except as otherwise set forth in the Registration Statement, the Time of Sale Information and the Prospectus, all outstanding shares of capital stock of each Significant Subsidiary are owned by the Company either directly or through wholly-owned subsidiaries free and clear of any security interest, claim, lien or encumbrance.
Clause type: payment
 To receive the benefits defined in Article 25.03, the employee shall supply the University with proof of application to the Employment Insurance Commission. The payment of the Supplementary Employment Benefit shall be as follows:
Clause type: entire
Agreement. This Agreement constitutes the entire agreement between the Member and the Company. This Agreement supersedes any and all other agreements, either oral or written, between said parties with respect to the subject matter hereof.
Clause type: investment-company-act
 No Obligor is required to be registered as an “investment company” under the Investment Company Act of 1940.
Clause type: termination
This Agreement, and all rights and obligations of the parties hereunder, shall terminate upon the first to occur of (i) the Effective Time, (ii) the date on which the Merger Agreement is terminated in accordance with its terms, (iii) the entry without the prior written consent of Stockholder into any amendment or modification to the Merger Agreement or any waiver of any of Parent’s obligations under the Merger Agreement, in each case, that results in (A) a decrease in the Offer Price or Merger Consideration, or (B) a change in the form of Offer Price or Merger Consideration, or (iv) the mutual written agreement of the parties to terminate this Agreement. In the event of termination of this Agreement pursuant to this Section 1.7, this Agreement will become null and void and of no effect with no liability on the part of any party hereto; provided, however, that no such termination will relieve any party hereto from any liability for any willful, knowing and material breach of this Agreement occurring prior to such termination.
Clause type: entire
Agreement. This Agreement contains all the terms agreed to by the Parties relating to its subject matter including any attachments or addendums. This Agreement replaces all previous discussions, understandings, and oral agreements. The Owner and Agent agree to the terms and conditions and shall be bound until the end of the Term.
Clause type: whereas
the Bank has agreed, on the basis, inter alia, of the foregoing, to extend the Loan to the Borrower upon the terms and conditions set forth in this Agreement;
Clause type: ownership_of_shares
 (i) Sequa UK is entitled to sell and transfer the full legal and beneficial ownership of the UK Shares on the terms of this Agreement and the UK Local Agreement without the consent of any Person other than Sequa UK and free from all Encumbrances. The UK Shares comprise the whole of the allotted and issued share capital of the UK Company, have been properly and validly allotted and issued and are each fully paid up.
Clause type: indemnification
(a) In the event of the offer and sale of Registrable Securities held by Holders under the Securities Act, the Company shall, and hereby does, indemnify and hold harmless, to the fullest extent permitted by law, each Holder, its directors, officers, partners, each other person who participates as an underwriter in the offering or sale of such securities, and each other person, if any, who controls or is under common control with such Holder or any such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, and expenses to which the Holder or any such director, officer, partner or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such shares were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, and the Company shall reimburse the Holder, and each such director, officer, partner, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, damage, liability, action or proceeding; provided that the Company shall not be liable in any such case (i) to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by or on behalf of such Holder specifically stating that it is for use in the preparation thereof or (ii) if the person asserting any such loss, claim, damage, liability (or action or proceeding i...
Clause type: loans
 Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request)) U-8 9.30 am The Agent notifies the Lenders of the requested Loan in accordance with Clause 5.4 (Lenders’ participation) U-7 Noon The Lenders notify the Agent of their intention to participate in the Utilisation U-5 9.30 am The Agent notifies the Lenders and the Borrowers of the Lenders participating in the Utilisation U-5 Noon EURIBOR is fixed Quotation Day as of 11.00 a.m. in respect of EURIBOR “U” = date of utilisation.
Clause type: ownership_of_shares
 Each Stockholder is the record and beneficial owner of such Stockholder's Shares free and clear of any Liens on the right to vote such Shares. Each Stockholder holds exclusive power to vote such Stockholder's Shares, subject to the limitations set forth in Section 1 of this Agreement. The number of Shares set forth opposite each Stockholder's name on Schedule 1 represents all of the shares of capital stock of the Company beneficially owned by each Stockholder.
Clause type: capitalization
 The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Capitalization”; all the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock of the Company conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The offers and sales of the outstanding securities of the Company were at all relevant times either registered under the Securities Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements.
Clause type: ownership_of_shares
 As of the date of this Agreement, neither Parent nor any of its Affiliates beneficially owns (as defined in Rule 13d-3 of the Exchange Act) any Shares (other than any Shares that may be deemed beneficially owned due solely to the entry into by Parent and Merger Sub of the Support Agreements).
Clause type: base-salary
 During the term of Executive’s employment under this Agreement, Employer shall, as compensation for the obligations set forth herein and for all services rendered by Executive in any capacity during Executive’s employment under this Agreement, including services as an officer, employee, director or member of any governing body, or committee thereof, of Employer, Intermex LLC or any of their affiliates, pay Executive a base salary (herein “Base Salary”) at the annual rate of $213,082.28 per year, payable in accordance with Employer’s standard payroll practices as in effect from time to time. Beginning in 2017, Executive’s Base Salary shall be reviewed annually in January, and may be entitled to an increase, as determined in the reasonable discretion of the Board. In the event that sickness or disability payments under any insurance programs of Employer or Intermex LLC or otherwise shall become payable to Executive in respect of any period of Executive’s employment under this Agreement, the salary installment payable to Executive hereunder on the next succeeding salary installment payment date shall be an amount computed by subtracting (a) the amount of such sickness or disability payments that shall have become payable during the period between such date and the immediately preceding salary installment date from (b) the salary installment otherwise payable to Executive hereunder on such date.
Clause type: notices
Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right Certificate to or on the Company shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows: Intuit Inc. 2535 Garcia Avenue Mountain View, California 94043 Attention: Corporate Secretary Subject to the provisions of Section 21 hereof, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the Rights Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Company) as follows: American Stock Transfer and Trust Company 40 Wall Street New York, New York 10005 Attention: Corporate Trust Department Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company.
Clause type: capitalization
 The Adviser has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Preliminary Prospectus, the Prospectus and in this Agreement and each Fund Agreement to which it is a party.