bhaskrr/legal-clauses huggingface dataset:
Clause type: representations
and Warranties. The representations and warranties of Parent set forth herein shall be true and correct as of the date hereof and as of the Closing Date, with the same effect as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any threshold or any limitation or qualifier as to “materiality” or “Parent Material Adverse Effect” or words of similar import set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and the Company shall have received a certificate signed on behalf of each of Parent and Merger Sub by the respective chief executive officer and the chief financial officer of each such entity to such effect.
Clause type: investments
 Each Guarantor agrees that it will not make or permit to remain outstanding any Investments except:
Clause type: miscellaneous
13.1 This Agreement has been executed on behalf of each Fund by the undersigned officer of the Fund in his capacity as an officer of the Fund. The obligations of this Agreement shall only be binding upon the assets and property of the Fund and shall not be binding upon any director, trustee, officer or shareholder of the Fund individually. It is agreed that the obligations of the Funds are several and not joint, that no Fund shall be liable for any amount owing by another Fund and that the Funds have executed one instrument for convenience only.
Clause type: board
 The Board of Directors of Company consists of those persons set forth on Schedule 3.1(hh).
Clause type: capitalization
 (i) The authorized and outstanding capitalization of the Company is set forth on Schedule 3.1(g) hereto. All shares of the Company’s issued and outstanding capital stock have been duly authorized, are validly issued and outstanding, and are fully paid and nonassessable. No securities issued by the Company from March 1, 2002 to the date hereof were issued in violation of any statutory or common law preemptive rights. There are no dividends which have accrued or been declared but are unpaid on the capital stock of the Company. All taxes required to be paid by the Company in connection with the issuance and any transfers of the Company’s capital stock have been paid. The holders of the Company’s Common Stock have certain rights under the company’s Rights Agreement dated as of October 31, 2001 by and between the Company and American Stock Transfer as Rights Agent. All outstanding securities of the Company have been issued in all material respects in accordance with the provisions of all applicable securities and other laws.
Clause type: payment
 Commencing with the Rent Commencement Date and thereafter throughout the term of this Lease, Tenant shall pay, before delinquency, all charges for water, gas, heat, light, electricity, power, sewer, telephone, alarm system, janitorial and other services or utilities supplied to or consumed in or with respect to the Building (other than any separately metered costs for water, electricity or other services or utilities furnished with respect to the Common Areas, which costs shall be paid by Landlord and shall constitute Operating Expenses under Section 7.2 hereof), including any taxes on such services and utilities. It is the intention of the parties that all such services shall be separately metered to the Building. In the event that any of such services supplied to the Building are not separately metered, then the amount thereof shall be an item of Operating Expenses and shall be paid as provided in Article 7.
Clause type: investment-company-act
 The Company is not, and after giving effect to the offer and sale of the Securities and the application of the proceeds therefrom as described in the General Disclosure Package and the Prospectus, will not be, an “investment company” as defined in the 1940 Act.
Clause type: counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement. Either Party’s delivery of an executed counterpart signature page by facsimile (or email) is as effective as executing and delivering this Agreement in the presence of the other Party. No Party shall be bound until such time as all of the Parties have executed counterparts of this Agreement.
Clause type: definitions
The following terms (whether or not underscored) when used in this Agreement, including its preamble and recitals, shall have the following meanings (such definitions to be equally applicable to the singular and plural forms thereof):
Clause type: investments
 All Investments of each of the Credit Parties are Permitted Investments.
Clause type: taxes
 (a) Each Company and each Subsidiary has timely filed all Tax Returns that it was required to file and such Tax Returns are true, correct, and complete in all material respects. All Taxes due or payable by or with respect to the Companies and their Subsidiaries have been or will be timely paid. There is an adequate accrual on the Financial Statements in accordance with GAAP for all Taxes (other than income Taxes and payroll Taxes) of the Companies and their Subsidiaries that were not yet due or payable as of the date of the Financial Statements. Seller has made available to Purchaser true and correct copies of all (i) federal and state income Tax Returns of the Companies and their Subsidiaries that are prepared on a consolidated basis or combined basis on a pro forma basis and only covering the operations of the Companies and their Subsidiaries and relating to all periods since November 20, 2003, (ii) federal, state and local income Tax Returns filed by or with respect to the Companies and their Subsidiaries on a stand-alone basis for all periods since November 20, 2003, and (iii) all other material Tax Returns filed by either or both of the Companies and/or any of their Subsidiaries. There are no pending audits or administrative or judicial proceedings relating to Taxes of a Company or any Subsidiary of a Company. There are no existing penalty, interest or deficiency assessments relating to U.S. federal Taxes of a Company or any Subsidiary of a Company, and the Seller has not received any notice of such assessments relating to foreign, state, or local Taxes of any Company or any Subsidiary and to the Knowledge of Seller, there are no such assessments. None of Seller, the Companies or any of their Subsidiaries has received written notice from any Taxing Authority that it intends to commence such an audit or proceeding.
Clause type: capitalization
 The authorized capital stock of the Company consists of 13,000,000 shares of Company Common Stock and 245,000 shares of preferred stock, par value $.01 per share, all of which is designated as Company Preferred Stock. As of the date hereof, (a) 7,589,717 shares of Company Common Stock are issued and outstanding, (b) 245,000 shares of Company Preferred Stock are issued and outstanding (which are convertible into 1,157,306 shares of Company Common Stock) and (c) a total of 1,062,878 shares of Company Common Stock are issuable pursuant to Options. Section 3.4 of the Disclosure Schedule sets forth the name and holdings (including the Ownership Percentage) of each holder of outstanding Shares and Options (including the exercise prices of such Options) as of the date hereof. All the outstanding Shares are duly authorized, validly issued, fully paid and non-assessable. Except as set forth above, as of the date hereof, (x) there are no shares of capital stock of the Company authorized, issued or outstanding; and (y) there are no existing options, warrants, calls, pre-emptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company or any Company Subsidiary, obligating the Company or any Company Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock of the Company or any Company Subsidiary.
Clause type: loans
 CAN THE OWNER BORROW AGAINST THE NET CASH VALUE?
Clause type: dividends
 Subject to the rights of the holders of Preferred Stock, holders of Common Stock shall be entitled to receive such dividends and other distributions in cash, stock of any corporation or property of the corporation as may be declared thereon by the board of directors from time to time out of assets or funds of the corporation legally available therefore, and shall share equally on a per share basis in all such dividends and other distributions.
Clause type: indemnification
(a) Seller shall defend, indemnify and hold harmless Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder from and against any and all costs, expenses, losses, damages, claims, and liabilities, arising out of or resulting from any breach of any of Seller’s representations and warranties contained herein.
Clause type: now
THEREFORE in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of October 23, 2020 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
Clause type: investment-company-act
 The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").
Clause type: representations
and Warranties. (i) Each representation and warranty in Article III (except for the representations and warranties in Section 3.1(a), Section 3.2(a), Section 3.2(b), the first sentence of Section 3.2(d), Section 3.3, Section 3.6(b) and Section 3.20) shall be accurate in all respects (read, for purposes of this Section 6.2(a)(i) only, without any qualification as to “material,” “in all material respects,” “Company Material Adverse Effect” or materiality) as of the date hereof and as of the Closing as if made anew as of the Closing (except to the extent any such representation or warranty expressly speaks as of the date hereof or any other specific date, in which case such representation or warranty shall have been accurate in all respects as of such date), except for any failure of such representations and warranties to be true and correct as would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect, (ii) each representation and warranty in Section 3.6(b) shall be accurate in all respects as of the date hereof and as of the Closing as if made anew as of the Closing (except to the extent any such representation or warranty expressly speaks as of the date hereof or any other specific date, in which case such representation or warranty shall have been accurate in all respects as of such date), (iii) each representation and warranty in Section 3.1(a) and Section 3.20 shall be accurate in all material respects as of the date hereof and as of the Closing as if made anew as of the Closing (except to the extent any such representation or warranty expressly speaks as of the date hereof or any other specific date, in which case such representation or warranty shall have been accurate in all material respects as of such date) and (iv) each representation and warranty in Section 3.2(a), Section 3.2(b), Section 3.3 and the first sentence of Section 3.2(d) shall be accurate in all but de minimis respects as of the date hereof and as of the Closing as if made anew as of the Closing (except to the extent any such representation or warranty expressly speaks as of the date hereof or any other specific date, in which case such representation or warranty shall have been accurate in all but de minimis respects as of such date).
Clause type: payment
 Upon delivery of a Purchase Order by Customer, Webyog shall deliver an invoice to Customer specifying the subscription license fees payable for the Initial Term. Each year thereafter during the License Term Webyog shall invoice Customer for all renewal subscription fees due in respect of each Renewal Term. Customer shall pay all license fees specified in each invoice within thirty (30) days of Customer’s receipt of such invoice. In the event that Customer elects to pay any fees due hereunder with a credit card, (i) Customer is required to provide Webyog with a valid form of credit card payment and to keep all such credit card information current and accurate in respect of all renewal fees, (ii) Customer shall promptly notify Webyog if its credit card has changed or has been declined and (iii) Customer hereby consents to Webyog automatically processing and charging all fees due by Customer hereunder, including all renewal subscription fees, to the credit card submitted by Customer. All fees payable by Customer in respect of any Ancillary Services may be separately invoiced. Customer’s payment obligation with respect to all license fees owing hereunder shall be independent of the provision of Ancillary Services, whether or not such Ancillary Services are separately invoiced. Any late payment of any amount owing hereunder shall accrue interest at a rate equal to the lesser of (i) 15% per annum and (ii) the maximum rate permitted by law.
Clause type: employee_benefits
 Benefits, if any, under any 401(k) plan, nonqualified deferred compensation plan, employee stock purchase plan and other Company benefit plans under which the Executive may be entitled to benefits, payable pursuant to the terms of such plans.
Clause type: capitalization
 (a) The authorized capital stock of CCT consists of 1,000,000,000 shares of CCT Common Stock, of which 124,129,276 were outstanding as of the close of business on July 19, 2018 (the “CCT Capitalization Date”). All of the issued and outstanding shares of CCT Common Stock have been duly authorized and validly issued and are fully paid, nonassessable (and free of preemptive rights, with no personal liability with respect to CCT attaching to the ownership thereof. As of the date of this Agreement, no Indebtedness having the right to vote on any matters on which stockholders of CCT may vote (“Voting Debt”) is issued or outstanding. As of the CCT Capitalization Date, except pursuant to CCT’s distribution reinvestment plan and agreement with Wells Fargo Securities, LLC to purchase CCT Common Stock pursuant to CCT’s 10b5-1 plan, CCT does not have and is not bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character (“Rights”) calling for the purchase or issuance of, or the payment of any amount based on, any shares of CCT Common Stock, Voting Debt or any other equity securities of CCT or any securities representing the right to purchase or otherwise receive any shares of CCT Common Stock, Voting Debt or other equity securities of CCT. There are no obligations of CCT or any of its Consolidated Subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of capital stock of CCT, Voting Debt or any equity security of CCT or its Consolidated Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of capital stock, Voting Debt or any other equity security of CCT or its Consolidated Subsidiaries or (ii) pursuant to which CCT or any of its Consolidated Subsidiaries is or could be required to register shares of CCT’s capital stock or other securities under the Securities Act. All of the CCT Common Stock sold has been sold pursuant to an effective registration statement filed under the Securities Act or an appropriate exemption therefrom and in accordance with the Investment Company Act and, if applicable, state “blue sky” Laws.
Clause type: now
THEREFORE in consideration of the promises and the mutual covenants herein contained, and for other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:
Clause type: financing
 The construction and operation of the Service Area Network requires a substantial financial commitment by Manager. The manner in which Manager will finance the build-out of the Service Area Network and provide the necessary working capital to operate the business is described in detail on Exhibit 1.7. Manager will allow Sprint PCS an opportunity to review before filing any registration statement or prospectus or any amendment or supplement thereto before distributing any offering memorandum or amendment or supplement thereto, and agrees not to file or distribute any such document if Sprint PCS reasonably objects in writing on a timely basis to any portion of the document that refers to Sprint PCS, its Related Parties, their respective businesses, this agreement or the Services Agreement.
Clause type: payment_terms
 In consideration of the services described above, the College hereby agrees to pay the Contractor a maximum fee of $X,XXX. Travel and all other expenses incurred will be the responsibility of the Contractor and shall constitute part of the total maximum fee. (If travel will be paid separately, include this language and delete the last sentence in the paragraph above regarding travel. If travel won’t be paid separately, delete this language and keep the last sentence in the paragraph above.) Travel and other allowable expenses shall be reimbursed in accordance with the Division of Administration State General Travel Regulations, within the limits established for State Employees as defined in the Division of Administration Policy and Procedure Memorandum No. 49. All out of state travel will be subject to prior approval by the College Chancellor or his/her designee. Payment will be made only on approval of name, title of approver, or his/her designated successor or replacement, in accordance with the terms and conditions of this contract. If progress and/or completion to the reasonable satisfaction of the College is obtained, payments are scheduled as follows:  SINGLE PAYMENT (upon completion of services and proper invoicing to College)  OTHER (specify below) If a single payment will not be made, explain payment terms here. (If a single payment will be made, this statement is not needed and should be deleted.) Invoices will be sent by Contractor to College at: Baton Rouge Community College ATTN: Name, Title of person responsible for contract 201 Community College Drive Baton Rouge, LA 70806 Invoices should be sent to College within 10 business days after services are rendered. Payments to the Contractor will be remitted by the College via ACH electronic funds transfer within 30 days of proper invoicing to the College. ACH payments will be remitted to the financial institution specified by the Contractor on the College’s Electronic Funds Transfer Enrollment Form. The Contractor must notify the College when changes are needed to the information on the Electronic Funds Transfer Enrollment Form to ensure payments are made accurately.
Clause type: investments
 The Trustees shall have power, subject to the Fundamental Policies in effect from time to time with respect to the Trust to:
Clause type: interest
 If the Recipient earns any interest on the Funds, the Province may:
Clause type: financing
 Parent has, or will have available to it prior to the Closing Date, all funds necessary to satisfy its obligations hereunder.
Clause type: insurance
Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan documents and having a claims-paying or financial strength rating meeting the Insurance Rating Requirements (as defined below), in an amount (subject to customary deductibles) not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property.
Clause type: definitions
All capitalized terms used in this Agreement and not defined herein shall have such meaning as such terms are defined in the Option Plan. Terms used herein and as listed below shall be defined as follows:
Clause type: ownership_of_shares
 The Shareholder owns the Xalted India Shares set forth opposite its name on Exhibit A free and clear of all Liens.
Clause type: loans
 Subject to the terms and conditions of this Agreement (including, without limitation, Section 2.13(a)), each Lender severally agrees to make one or more loans to the Borrower from time to time from and including the Closing Date to but excluding the Commitment Termination Date up to but not exceeding the amount (if any) of such Lender's Commitment as then in effect (such loans referred to in this Section 2.1(a) now or hereafter made by the Lenders to the Borrower, including, without limitation, such loans which remain outstanding after the Commitment Termination Date, are hereinafter collectively called the "Loans"). The Borrower may not reborrow the Loans which have been repaid.
Clause type: payment_terms
 Payment of all sums due hereunder shall become due and shall be payable on __________, 2011. Borrower shall make each payment of principal of, and interest on, the Loans and of fees and all other amounts payable by Borrower under this Agreement, in good funds no later than 5:00 p.m. (Eastern time) on the date when due and payable, without condition or deduction for any counterclaim, defense, recoupment or setoff, in Federal or other funds immediately available to Lender at its address referred to herein and in the Note. All payments received by Lender after 5:00 p.m. (Eastern time) shall be deemed to have been received by Lender on the next succeeding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon at the then applicable rate, shall be payable for such extended time. Notwithstanding the foregoing, upon the occurrence and continuance of an Event of Default, all sums due hereunder shall, at the option of the Lender, become immediately due and payable upon written notice to Borrower.
Clause type: grant
 The Holder (as defined in Section 3 below) is hereby granted the right to purchase, at any time from ____________, 1998 until 5:00 p.m., New York time, on __________, 2002, an aggregate of up to 180,000 shares of Common Stock and/or 270,000 Redeemable Warrants, at an initial purchase price (subject to adjustment as provided in Section 8 hereof) of $6.60 per share of Common Stock and $.165 per Redeemable Warrant (165% of the Initial Public Offering price per Offering Security), subject to the terms and conditions of this Agreement. The Securities issuable upon exercise of the Underwriters' Warrants are sometimes referred to herein as the "Underwriters' Securities."