bhaskrr/legal-clauses huggingface dataset:
Clause type: investments
 On and after the date of the making of each Investment, each applicable Investment Party and New Portfolio Company in which such Investment is made will be duly organized or formed, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, will have all requisite power and authority to carry out its business as then conducted and proposed to be conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, will be qualified to do business in, and in good standing in every jurisdiction where such qualification is required. The making of each Investment (i) will be within the power of the applicable Borrower, and each Investment Party and will be duly authorized by all necessary appropriate action on the part of each such Borrower and Investment Party, (ii) will not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as will have been obtained or made and be in full force and effect, (iii) will not violate any applicable law or regulation, in any material respect, or any organizational document of any applicable Borrower, Investment Party or New Portfolio Company or any order of any Governmental Authority, (iv) will not violate or result in a default under any material indenture, agreement or other instrument binding upon the applicable Borrower, Investment Party or New Portfolio Company or its assets, or give rise to a right thereunder to require any payment to be made by the applicable Borrower, Investment Party or New Portfolio Company (other than payments made simultaneously with such Investment), (v) will not result in the creation or imposition of any Lien on any asset of the applicable Borrower, Investment Party or New Portfolio Company except Liens under the Pledge Agreement and Liens on the acquired assets to secure Indebtedness owed to third party lenders incurred in connection with the making of an Investment in the assets acquired thereby, and (vi) will be consistent with investments made by, or permitted under, any Specified Fund (other than with respect to geographic region).
Clause type: investments
 EXHIBITS: A Form of Security Agreement B Form of Compliance Certificate C Form of Solvency Certificate D [Reserved] E Form of Assignment and Assumption F-1 Form of Legal Opinion of Special Counsel F-2 Form of Legal Opinion of General Counsel G Form of Prepayment Option Notice H Form of Borrowing Request I Form of Addendum J Form of Exemption Certificate K-1 Form of Perfection Certificate K-2 Form of Perfection Certificate Supplement L Form of Joinder Agreement M Form of Intercompany Note N-1 Form of Revolving Loan Note N-2 Form of Tranche A Term Loan Note N-3 Form of Tranche B Term Loan Note N-4 Form of Swingline Note O Form of LC Request P Form of Interest Election Request This CREDIT AGREEMENT, dated as of October 20, 2010 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among DaVita Inc., a Delaware corporation (the “Borrower”), the Guarantors (as defined in Section 1.1) party hereto, the several banks and other financial institutions or entities from time to time lenders under this Agreement by execution hereof or of an Addendum or pursuant to Section 11.19 (the “Lenders”), Credit Suisse AG, Barclays Bank PLC, Goldman Sachs Bank USA and Wells Fargo Bank, National Association, as co-documentation agents (in such capacity, the “Documentation Agents”), Bank of America, N.A., as syndication agent (in such capacity, the “Syndication Agent”), and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.
Clause type: severability
In the event that any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Clause type: investments
 Neither the Borrower nor any of its subsidiaries shall ----------- make or permit to remain outstanding any Investment, except (a) Investments by the Borrower in its subsidiaries; (b) investment-grade debt securities having a term not longer than one (1) year; (c) certificates of deposit issued by a Permissible Bank and having a term not longer than one (1) year; (d) Investments received in the settlement of any debt owing to the Borrower or any of its subsidiaries, where such debt was incurred in the ordinary course of business; (e) other Investments not to exceed one hundred thousand Dollars ($100,000) in the aggregate at any time outstanding; and (f) other Investments in connection with a bona fide acquisition, joint venture or other business relationship; ---- ---- provided such sale or other issuance is in furtherance of the Business and does -------- not result in the issuance of securities representing ten percent (10%) or more of Fully Diluted Common Equity immediately prior to such sale or other issuance.
Clause type: ownership_of_shares
 Stockholder is the record and beneficial owner of the Shares and options, warrants and any additional rights to acquire Shares set forth opposite Stockholder’s name on Schedule I attached hereto free and clear of any security interests, liens, charges, encumbrances, equities, claims, options or limitations of whatever nature and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Shares), except for any such encumbrances arising hereunder. Other than as set forth on Schedule I, as of the date of this Agreement, Stockholder does not own (beneficially or
Clause type: interest
 The Borrower shall pay accrued interest on the unpaid principal amount of the Loans from the date of this Agreement (i) through the first June 30 or December 31 to occur not less than six months after the Commercial Operation Date, at a rate per annum of 13.75%, subject to a maximum applicable to all interest accrued in respect of such period and all amounts due in respect thereof pursuant to Section 5.16 hereof of $4,010,273, and (b) thereafter until the maturity thereof at a rate per annum equal to 12.75%.
Clause type: notices
Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed, telecopied or cabled, on the date of such delivery to the address of the respective parties as follows: If to the Company, to: If to a Subscriber, to Subscriber’s address as shown on the signature page hereto or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or cable shall be confirmed by letter given in accordance with (a) or (b) above.
Clause type: loans
 The Revolving Credit Loans and the Competitive Bid Loans.
Clause type: representations
and Warranties. Except as set forth in the Disclosure Schedule, Borrower represents and warrants as follows:
Clause type: interest
 If Tenant shall fail to pay (1) any installment of Fixed Rent or any amount of Additional Rent or (2) any other sum of money which shall become due and payable by Tenant to Landlord pursuant to the terms of this Lease or by reason of Tenant’s occupancy of the Demised Premises within ten (10) days after the date on which such installment or payment is due, Tenant shall pay (i) a late payment charge of Five Hundred and 00/100 ($500.00) Dollars and (ii) interest on the amount overdue at a rate of fifteen percent (15%) per annum (or, if less, the maximum rate permitted by applicable law), from the date on which such installment or payment is due to the date of payment thereof (but in no event shall such interest be calculated and payable for less than a full calendar month), and such late payment charge and interest shall be deemed to be Additional Rent.
Clause type: counterparts
This Amendment may be executed by the parties hereto in any number of counterparts, and by each of the parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
Clause type: whereas
the Company desires to appoint the Rights Agent to act on behalf of the Company, and the Rights Agent is willing so to act, in connection with the issuance, transfer, exchange and replacement of Rights Certificates (as hereinafter defined), the exercise of Rights and other matters referred to herein;
Clause type: miscellaneous
Notwithstanding any contrary provision of this Agreement or the Pooling and Servicing Agreement, the Purchaser shall not consent to any amendment of the Pooling and Servicing Agreement which will increase the obligations of, or otherwise materially adversely affect the Seller without the consent of the Seller.
Clause type: payment
 In consideration for the lease of the Project Site by the District to the Developer and for other good and valuable consideration, the Developer shall pay One Dollar ($1.00) to the District upon execution of this Site Lease.
Clause type: loans
 Subject to the terms and conditions set forth in this Agreement, including without limitation, Section 2.16. below, each Lender severally and not jointly agrees to make Loans to the Borrower during the period from and including the Effective Date to but excluding the Term Conversion Date, in an aggregate principal amount at any one time outstanding up to, but not exceeding, such Lender’s Commitment; provided, however Loans shall not be made in excess of amounts that would cause a violation of the limitations set forth in Section 2.16. Each borrowing of Loans hereunder shall be in an aggregate principal amount of $1,000,000 and integral multiples of $100,000 in excess of that amount (except that, subject to Section 2.16., any such borrowing of Loans may be in the aggregate amount of the Commitments of all Lenders minus the sum of the aggregate principal balance of all Loans, which Loans, if less than $1,000,000, must be Base Rate Loans). Within the foregoing limits and subject to the terms and conditions of this Agreement, the Borrower may borrow, repay and, prior to the Term Conversion Date, reborrow Loans.
Clause type: investment-company-act
 None of Holdings, the Borrower or any Subsidiary is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.
Clause type: financing
 This Agreement (check one): ( ) is, ( ) is not, contingent on the Purchaser obtaining financing for the purchase of the Property. If this Agreement is contingent on financing, the type of financing shall be the following (check one): Other (specify: )
Clause type: base-salary
 During the Term, the Company shall pay the Executive a base salary (the “Base Salary”) at the annualized rate of $249,000, which shall be subject to customary withholdings and authorized deductions and be payable in equal installments in accordance with the Company’s customary payroll practices in place from time to time. The Executive’s Base salary shall be subject to periodic adjustments as the Board and/or the Compensation Committee of the Board (the “Compensation Committee”) shall in its/their discretion deem appropriate; provided, however, that (1) following the current private placement offering (the initial closing of which is occurring as of the Effective Date), upon the closing of an additional underwritten round of financing (including equity, debt or convertible debt financing, and whether in one transaction or a series of related transactions) with gross proceeds of at least $20 million (exclusive of proceeds from investor warrants), that results in the listing of the Company’s shares on a major exchange such as Nasdaq or the New York Stock Exchange if the shares are not already so listed, the annualized rate of Base Salary shall increase by $25,000 and (2) upon the approval of a Company NDA, the annualized rate of Base Salary shall increase by $75,000. As used in this Agreement, the term “Base Salary” shall refer to Base Salary as may be adjusted from time to time.
Clause type: payment_terms
 Payment shall be made according to the payment terms set forth in Section 4 of that certain Master Amendment to Confirmation Agreements by and between NPC and DETM, dated June 4, 2002. BLOCK #4 DELIVERY RATE: 250 Megawatts Per Hour CONTRACT QUANTITY: 24,000 Total Megawatt Hours DELIVERY TERM: September 1, 2002 - September 30, 2002 CONTRACT SCHEDULE: Sundays and NERC Holidays only. HE 09:00 - HE 24:00 PPT PRICE: $********** DELIVERY POINT: **** SCHEDULING: Duke Energy Trading and Marketing L.L.C. 24-Hour Dispatch: (801) 531-5130. Preschedules and control area information will be confirmed by DETM and NPC by 12:00pm PPT on the appropriate scheduling day prior to the day of delivery. TYPE OF SERVICE: ****
Clause type: taxes
 The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.
Clause type: ownership_of_shares
 Except as specifically described on Annex B to this Agreement, the Stockholder (i) is the holder and beneficial owner of the Shares, which at the date hereof and at all times until the Expiration Date will be free and clear of any liens, claims, options, charges or other encumbrances, (ii) does not beneficially own any shares of stock of Zoran other than the Shares and (iii) has full power and authority to make, enter into, deliver and carry out the terms of this Agreement and the Proxy.
Clause type: ownership_of_shares
 Each Stockholder is the lawful owner, beneficially and of record of the Shares set forth opposite his, her or its name on Schedule 3.1, free and clear of all Liens. The delivery to the Purchaser of the Shares pursuant to this Agreement will transfer to the Purchaser good and valid title to all of the issued and outstanding equity securities and voting interests of Planesite, free and clear of all Liens.
Clause type: investments
 Neither the Borrower nor any Restricted Subsidiary will purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Restricted Subsidiary before such merger) any Investment except:
Clause type: severability
If any provision of this Agreement, including any phrase, sentence, clause, Section or subsection is inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatsoever.
Clause type: capitalization
 As of the date hereof, the authorized capital stock of the Company consists of 1,000,000,000 shares of Common Stock, par value $0.00001 per share, of which 579,723,956 shares are issued and outstanding and 2,050,000 shares of preferred stock par value $.001 of which 82,200 shares are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents (as defined in Section 4.5 hereof), no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities and (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein.. The Company has furnished to the Investor true and correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.
Clause type: miscellaneous
THIS JOINDER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PRINCIPLES TO THE EXTENT THAT THE SAME ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF LAWS OF ANOTHER JURISDICTION.
Clause type: investment-company-act
 (a) Neither the Borrower nor any of its Subsidiaries or other Management Companies is, or, after giving effect to any Acquisition, will be, an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act.
Clause type: interest
 Except as provided in Article 3 hereof, interest on all Loans shall be calculated as follows:
Clause type: employee_benefits
 During the Term, the Executive and/or the Executive’s family, as the case may be, shall be eligible to participate in all Company employee benefit plans in which other executive level employees of the Company and/or the members of their families, as the case may be, are eligible to participate, but not limited to, any retirement, pension, profit-sharing, insurance, hospital, or other plans which may now be in effect or which may hereafter be adopted by the Company. Regarding life insurance, the Executive shall have the right to name the beneficiary of such life insurance policy.
Clause type: investment-company-act
 No Obligor is an "investment company," as such term is defined in the Investment Company Act of 1940, as amended.
Clause type: board
 The entire Board of Directors of the Corporation shall consist of seven (7) persons. Unless and except to the extent that the by-laws of the Corporation otherwise require, the election of directors of the Corporation need not be by written ballot.
Clause type: investment-company-act
 Such Seller is not an "investment company" or "controlled by" an "investment company," as such terms are defined in the Investment Company Act.
Clause type: interest
 LICENSEE shall pay to MSK interest on any amounts not paid when due. Such interest will accrue from the [****] after the payment was due, at a rate of [****] per month or the highest rate permitted by law (whichever is less), and shall be compounded monthly. The interest payment will be due and payable on the first day of each month after interest begins to accrue, until full payment of all amounts due MSK is made. MSK rights to receive such interest payments shall be in addition to any other rights and remedies available to MSK.
Clause type: now
THEREFORE in consideration of the premises and of the mutual covenants herein contained, MassMutual, the Fund and the Sub-Adviser, the parties hereto, intending to be legally bound, hereby agree as follows:
Clause type: investments
 Make any investment in any Person including, without limitation, any Affiliates or form any Affiliates or subsidiaries not existing on the date hereof.
Clause type: headings
The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of, or to affect the meaning or interpretation of, this Agreement.
Clause type: definitions
Whenever used in this Agreement or in any Schedules to this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:
Clause type: headings
The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. All references in this Agreement to sections, paragraphs, exhibits and schedules shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits and schedules attached hereto, all of which exhibits and schedules are incorporated herein by this reference.
Clause type: base-salary
 During the Change of Control Period, the Company shall pay the Executive a base salary (x) for the first 12 months of such period at a rate not less than his base salary in effect on the Change of Control Date and (y) during each succeeding 12 months at a rate not less than his base salary in effect on the last day of the preceding 12-month period. During the Change of Control Period, base salary shall be reviewed at least annually and shall be increased at any time and from time to time as shall be substantially consistent with increases in base salary awarded in the ordinary course of business to other Key Employees of the Company and its subsidiaries. Any increase in base salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Base salary shall not be reduced after any such increase. Base salary under Section 4(b)(i) shall hereinafter be referred to as the "Base Salary".
Clause type: now
THEREFORE in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:
Clause type: headings
All section headings in this Agreement are for convenience of reference only and are not intended to qualify the meaning of any section.
Clause type: investment-company-act
 No Loan Party is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: investment-company-act
 Company is not required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: payment
 Payment shall be made in accordance with Government Code, Chapter 771, Government Code, Chapter 791, or Government Code, Chapter 2251.051, as applicable.
Clause type: counterparts
This Agreement may be executed in several counterparts and all so executed shall constitute one Agreement, binding on all the parties hereto even though all the parties are not signatories to the original or the same counterpart.
Clause type: taxes
 The Borrower has filed all United States Federal income tax returns and all other tax returns which are required to be filed by it, if any, and has paid all taxes due pursuant to such returns, if any, or pursuant to any assessment received by the Borrower, except for any taxes or assessments which are being contested in good faith by appropriate proceedings and with respect thereto adequate reserves have been established in accordance with GAAP and the non-payment of which could otherwise not give rise to a reasonable possibility of a Material Adverse Effect and the charges, accruals and reserves on the books of the Borrower in respect of taxes or other governmental charges, if any, are, in the opinion of the Borrower, adequate.