bhaskrr/legal-clauses huggingface dataset:
Clause type: ownership_of_shares
 The Stockholder (i) is the sole record and/or beneficial owner of the Shares, Series A Preferred Shares, Series A-1 Preferred Shares and/or Series A-2 Preferred Shares indicated on the signature page of this Agreement, all of which are free and clear of any Encumbrances (other than Permitted Encumbrances); (ii) is the sole owner of options that are exercisable for the number of Shares indicated on the signature page of this Agreement, all of which options and Shares issuable upon the exercise of such options are free and clear of any Encumbrances (other than Permitted Encumbrances); and (iii) is not the beneficial owner or otherwise a holder of any securities of the Company other than those described in the preceding clauses (i)–(ii).
Clause type: confidentiality
Bank agrees (on behalf of itself and each of its affiliates, directors, officers, employees and representatives) to use reasonable precautions to keep confidential, in accordance with customary procedures for handling confidential information of this nature and in accordance with safe and sound banking practices, any non-public information supplied to it by the Borrower pursuant to this Agreement which is identified by the Borrower as being confidential at the time the same is delivered to Bank, provided that nothing herein shall limit the disclosure of any such information (a) to the extent required by applicable law, (b) to counsel for bank, (c) to bank examiners, auditors or accountants of any Bank, (d) in connection with any liquidation to which any one Bank is a party, provided, further, that, unless specifically prohibited by applicable law or court order, Bank shall, prior to disclosure thereof, notify the Borrower of any request for disclosure of any such non-public information (i) by any governmental authority or representative thereof (other than any such request in connection with an examination of such Bank's financial condition by such Governmental authority), or (ii) pursuant to legal process, or (e) to any assignee or participant (or prospective assignee or participant) so long as such recipient of such confidential information agrees to keep such information confidential.
Clause type: headings
The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.
Clause type: investments
 Schedule 3.23 sets forth a list of each equity Investment of the Issuer (other than in respect of its Subsidiaries). Except as set forth in Schedule 3.23, all such equity Investments are free and clear of all Liens other than Permitted Liens.
Clause type: representations
and Warranties. (a) WFASC represents and warrants to, and agrees with, the Underwriter as of the date of the applicable Terms Agreement that:
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of 1,000 shares of Company Common Stock, of which 200 shares are issued and outstanding, and no other shares of capital stock of the Company are issued and outstanding. Except as set forth on Schedule 5.2, all of the issued and outstanding shares of Company Common Stock were validly issued and are fully paid, nonassessable and free of preemptive rights and are owned beneficially and of record by Compost, free and clear of all restrictions, liens, claims and encumbrances.
Clause type: investment-company-act
 No US Obligor is or is required to be registered as an “investment company” within the meaning of the US Investment Company Act of 1940, as amended.
Clause type: now
THEREFORE in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:
Clause type: financing
 (a) The Buyer has delivered to the Seller and the Company (i) executed commitment letters dated as of the date hereof from the parties listed in Section 5.07 of the Buyer Disclosure Schedules (including all exhibits, schedules and annexes to such letters, collectively, the “Debt Commitment Letters”), pursuant to which, and subject to the terms and conditions thereof, the parties thereto have committed to provide the debt financing set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) and (ii) an executed equity commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Commitment Letters”), pursuant to which Griffon has committed, subject to the terms and conditions thereof to invest the amount set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financings”).
Clause type: investment-company-act
 No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, directly or indirectly, be an “investment company” as such term is defined in the Investment Company Act, or to otherwise be registered under or required to be registered under the Investment Company Act.
Clause type: now
THEREFORE in consideration of the mutual covenants set forth herein and intending to be legally bound, the parties hereto agree as follows:
Clause type: interest
 (b) The Fund will pay, without reimbursement by the Manager except under the circumstances set forth in Section 7, the following expenses:
Clause type: compensation
 Upon the written demand of any Lender, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:
Clause type: representations
and Warranties. Borrower represents, warrants and covenants as follows:
Clause type: taxes
 The following sentences replace the first two sentences of Section 5 (Taxes): If any government or authority imposes a duty, tax (other than income tax), levy, or fee, on this Agreement or on the Program itself, that is not otherwise provided for in the amount payable, Licensee agrees to pay it when IBM invoices Licensee. If the rate of GST changes, IBM may adjust the charge or other amount payable to take into account that change from the date the change becomes effective.
Clause type: ownership_of_shares
 Stockholder is the sole record and ------------------- Beneficial Owner of _________
Clause type: investment-company-act
 Neither Borrower nor any Subsidiary Guarantor is (a) an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, nor is it controlled by such a company; or (b) subject to any other law which purports to regulate or restrict the ability to borrow money or to consummate the transactions contemplated by this Agreement or the other Loan Documents.
Clause type: base-salary
 Subject to Section 1.4(c) below, beginning on the Effective Date, Employer shall pay Employee as compensation an aggregate salary (“Base Salary”) of four hundred fifty thousand dollars ($450,000) per year during the Term, or such greater amount as shall be approved in accordance with the policies of Employer and/or Parent, as applicable. The Base Salary for each year shall be paid by Employer in accordance with the regular payroll practices of Employer.
Clause type: financing
 2.01. The Association agrees to extend to the Recipient, on the terms and conditions set forth or referred to in this Agreement, a grant in an amount equivalent to nineteen million eight hundred thousand Special Drawing Rights (SDR 19,800,000) (the “Financing”) to assist in financing the Project.
Clause type: headings
All headings in this Agreement are for convenience only and are not intended to affect the meaning of any provision hereof.
Clause type: headings
Section and subsection headings in this Amendment and Waiver are included herein for convenience of reference only and shall not constitute a part of this Amendment and Waiver for any other purpose or be given any substantive effect.
Clause type: miscellaneous
a. This First Amendment is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and discussions. This First Amendment may be amended only by an agreement in writing, signed by the parties hereto.
Clause type: assignment
Without limitation to Section 1.1 and subject to this Section 6.7, this Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties; provided, however, that the Purchaser may freely assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to (i) the Parent, (ii) the Parent and one or more direct or indirect wholly-owned Subsidiaries of the Parent, (iii) one or more direct or indirect wholly-owned Subsidiaries of the Parent, or (iv) any direct or indirect holder of five percent (5%) or more of the capital stock of the Parent or any Subsidiary thereof (each an “Assignee”). Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests, and obligations hereunder to one or more additional Assignees; provided, however, that (x) in no event will any assignment to an Assignee cause a material delay or impair the ability of the Parent and the Purchaser to consummate the Transactions and (y) in connection with any assignment to an Assignee, the Parent and the Purchaser (and the assignor, if applicable) shall agree to remain liable for the performance by the Parent and the Purchaser (and such assignor, if applicable) of their obligation hereunder.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Clause type: interest
 The outstanding principal balance of each Loan shall bear interest at the Applicable Rate. The foregoing notwithstanding, the rate of interest applicable at all times during the continuation of an Event of Default shall be a fluctuating rate per annum equal to the Prime Rate in effect from time to time, plus 200 basis points. All fees, expenses and other amounts not paid when due shall bear interest (from the date due until paid) at the rate set forth in the preceding sentence.
Clause type: capitalization
 The authorized capital stock of the Company consists of (i) 30,000,000 shares of Common Stock, par value $.01 per share, of which 7,844,908 shares (excluding shares held in treasury) are outstanding and 10,000,000 shares of preferred stock, par value $1.00 per share (the "Preferred Stock"), of which (i) 452,064 shares of Series A Preferred Stock, par value $1.00 per share (the "Series A Preferred Stock"), of which 452,064 shares are outstanding; (ii) 2,380,000 shares of Series B Preferred Stock, par value $1.00 per share, of which 2,380,000 shares are outstanding; (iii) 3,500 shares of Series C Preferred Stock, par value $1.00 per share, of which 3,470 shares are outstanding; (iv) 210,549 shares of Series D Preferred Stock, par value $1.00 per share, (the "Series D Preferred Stock"), of which 210,549 shares are outstanding; (v) 1,444 shares of Series E Preferred Stock, of which no shares are outstanding; (vi) 599 shares of Series F Preferred Stock, of which no shares are outstanding; (vii) 401 shares of Series G Preferred Stock, of which no shares are outstanding; and (viii) 2,026 shares of Series H Preferred Stock, of which no shares are outstanding. All of the outstanding shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable. Immediately following the Closing, (i) 7,844,908 shares of Common Stock will be outstanding; (ii) 452,064 shares of Series A Preferred Stock will be outstanding; (iii) 2,380,000 shares of Series B Preferred Stock will be outstanding; (iv) no shares of Series C Preferred Stock will be outstanding; (v) 210,549 shares of Series D Preferred Stock will be outstanding; (vi) 1,444 shares of Series E Preferred Stock will be outstanding; (vii) 599 shares of Series F Preferred Stock will be outstanding; (viii) 401 shares of Series G Preferred Stock will be outstanding, and (ix) 2,026 shares of Series H Stock will be outstanding. Except for the outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, and except as set forth in Section 3(c) of the Disclosure Schedule, there are no outstanding preemptive, conversion or other rights, options, warrants or agreements granted or issued by or binding upon the Company for the purchase or acquisition of any shares of capital stock of the Company or any other securities conve...
Clause type: whereas
the Company wishes to carry out the Plan, the terms of which are hereby incorporated by reference and made a part of this Agreement; and
Clause type: investments
 The Borrower shall not make any Investment in any Investment Entity or any Subsidiary thereof other than (i) any Investment existing on the Closing Date, (ii) 110,000 shares of Foamex International Inc. common stock described in the proviso to the definition of "Restricted Management Payment", (iii) as required by Section 4(c) of the TIHI CHF Guaranty, (iv) the New Investments and (v) any Investment made in CHF with the proceeds of the Other Loan pursuant to the terms of the Other Credit Agreement. The Borrower shall not and shall not permit any Subsidiary to sell, transfer or otherwise dispose of any Subject Asset to another Subsidiary of the Borrower unless (x) such transferee Subsidiary is a direct, wholly owned Subsidiary of the Borrower and (y) the Borrower shall have given prior written notice of such transaction to the Lender.
Clause type: confidentiality
The Distributor agrees on behalf of its employees to treat all records relative to the Company and prior, present or potential shareholders of the Company as confidential, and not to use such records for any purpose other than performance of the Distributor's responsibilities and duties under this Agreement, except after notification and prior approval by the Company, which approval shall not be unreasonably withheld, and may not be withheld where the Distributor may be exposed to civil or criminal proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, when subject to governmental or regulatory audit or investigation, or when so requested by the Company. Records and information which have become known to the public through no wrongful act of the Distributor or any of its employees, agents or representatives shall not be subject to this paragraph.
Clause type: severability
If any provision of this Agreement, or any application thereof to any circumstances, is invalid, in whole or in part, such provision or application shall to that extent be severable and shall not affect other provisions or applications of this Agreement.
Clause type: miscellaneous
The Authorized User shall promptly notify the Contactor and the Commissioner in writing of any claim of breach of any warranty provided herein.
Clause type: taxes
 (a) Acquiror and each of its Subsidiaries have duly and timely filed (taking into account all applicable extensions) all Tax Returns required to be filed by them, and each such Tax Return was true, correct and complete in all material respects when filed. Acquiror and each of its Subsidiaries have paid, or made adequate provision for the payment of, all Taxes (whether or not reflected in Tax Returns as filed or to be filed) due and payable by Acquiror and each of its Subsidiaries, or claimed to be due and payable by any Regulatory Authority, and are not delinquent in the payment of any Tax, except such Taxes as are being contested in good faith and as to which adequate reserves have been provided.
Clause type: base-salary
 The Employee shall be paid a base salary ("Base Salary") of not less than One Hundred and Thirty Thousand Dollars ($130,000.00) per year in installments consistent with the Company's usual practices. The President and Chief Executive Office and the Board shall review the Employee's Base Salary on October 1 of each year or more frequently, at the times prescribed in salary administration practices applied generally to management employees of the Company.
Clause type: headings
The Section headings contained herein are for the purposes of convenience only and are not intended to define or limit the contents of said Sections.
Clause type: base-salary
 The Company shall pay to Executive a base salary of $307,122 per year, payable in accordance with the Company’s normal payroll schedule and procedures for its executives. Executive’s Base Salary shall be subject to at least annual review and may be increased (but not decreased without Executive’s express written consent or unless any decrease applies to Senior Officers). Nothing contained herein shall preclude the payment of any other compensation to Executive at any time.
Clause type: base-salary
 Employer will pay Officer a base salary in the amount of $400,000 per year (the “Base Salary”), which amount will be paid in accordance with Employer’s normal payroll schedule less appropriate withholdings for federal and state taxes and other deductions authorized by Officer. Such salary will be subject to review and adjustment by Employer from time to time.
Clause type: severability
In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
Clause type: payment
 Except as otherwise provided in this Agreement, upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate Exercise Price for the total number of one one-thousandths of a Preferred Share (or, following a Triggering Event, other securities, cash or other assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax or governmental charge required to be paid by the holder of such Rights Certificate in accordance with Section 9(e), the Rights Agent will, subject to Section 7(f) and Section 20(k), thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for the Preferred Shares) a certificate for the total number of one one-thousandths of a Preferred Share (or, following a Triggering Event, other securities, cash or other assets, as the case may be) to be purchased (or, in the case of uncertificated shares or other securities, requisition from the transfer agent a notice setting forth such number of shares or other securities to be purchased for which registration will be made on the transfer books of the Company), and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company has elected to deposit the total number of one one-thousandths of a Preferred Share (or, following a Triggering Event, other securities, cash or other assets, as the case may be) issuable upon exercise of the Rights hereunder with a depositary agent, requisition from such depositary agent depositary receipts representing interests in such number of one one-thousandths of a Preferred Share (or, following a Triggering Event, other securities, cash or other assets, as the case may be) as are to be purchased (in which case certificates for the Preferred Shares (or, following a Triggering Event, other securities, cash or other assets, as the case may be) represented by such receipts will be deposited by the transfer agent with such depositary agent) and the Company hereby irrevocably directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash, if any, to be paid in lieu of the issuance of fractional shares in accordance with Section 14; (iii) after receipt of such certificates, notices, or depositary r...
Clause type: definitions
Capitalized terms not otherwise defined in this Agreement shall have the following meanings:
Clause type: ownership_of_shares
 Except pursuant to the arrangements referred to in the following sentence, Company Stockholder (i) Beneficially Owns its Voting Shares free and clear of all Liens (other than restrictions under applicable securities laws) and (ii) has the sole power to vote or caused to be voted its Voting Shares. Except pursuant hereto and pursuant to (A) that certain Amended and Restated Investors’ Rights Agreement, dated as of July 22, 2020 (the “Investor Rights Agreement”), by and among the Company and the stockholders and warrant holders of the Company party thereto, (B) that certain Amended and Restated Stockholders Agreement, dated as of July 22, 2020 (the “Stockholders Agreement” and, together with the Investor Rights Agreement, the “Company Affiliate Agreements”), by and among the Company and the stockholders of the Company and/or Company warrant holders party thereto, (C) the Amended and Restated Certificate of Incorporation of the Company as in effect on the date hereof (the “Charter”) and (D) the Bylaws of the Company, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Company Stockholder is a party relating to the pledge, acquisition, disposition, transfer or voting of its Voting Shares and there are no voting trusts or voting agreements with respect to its Voting Shares; except in the case of any Company Stockholder that is a limited partnership, any organizational documents of such limited partnership and agreements between the limited partnership and its partners, in each case, that does not affect its Beneficial Ownership of its Voting Shares or its ability to vote or caused to be voted its Voting Shares. Company Stockholder does not Beneficially Own any Voting Shares or any options, warrants or other rights to acquire any additional Voting Shares or shares of common stock of the Company or any security exercisable for or convertible into Voting Shares, other than as set forth on Annex A.
Clause type: financing
 The Recipient shall be responsible for the following costs and/or expenses associated with Provider’s delivery of services under this Agreement: The Provider will be paid $200.00 an hour/minimum 2 classes for standard Bioblitz and $125.00 an hour/minimum 2 classes for Sensory Bioblitz per event for a total contract amount not to exceed $1,000.00 per school, per day. All funds are being paid by individual participating Schools. Funding is out of the following budget: (TBD) General Fund: Fund Function Object Cost Center Project Special Revenue: Fund Function Object Cost Center Project Internal Fund Purchase: Account Name -
Clause type: whereas
the Notes will be issued pursuant to the Indenture (set forth in Section C of this Omnibus Instrument), dated as of the Original Issue Date, by and between the parties thereto indicated in Section F herein;
Clause type: confidentiality
Any information received by a Contracting Party under this Agreement shall be treated as confidential and may be disclosed only to persons or authorities (including courts and administrative bodies) in the jurisdiction of the Contracting Party concerned with the assessment or collection of, the enforcement or prosecution in respect of, or the determination of appeals in relation to, the taxes imposed by a Contracting Party. Such persons or authorities shall use such information only for such purposes. They may disclose the information in public court proceedings or in judicial decisions. The information may not be disclosed to any other person or entity or authority or any other jurisdiction without the express written consent of the competent authority of the requested Party.