bhaskrr/legal-clauses huggingface dataset:
Clause type: whereas
the parties hereto desire to incorporate by reference those certain Standard License Agreement Terms, dated March 5, 2004, and attached to the Omnibus Instrument as Exhibit B (the “Standard License Agreement Terms”) and all capitalized terms not otherwise defined herein (including the recitals hereof) shall have the meanings set forth in the Standard License Agreement Terms (the Standard License Agreement Terms and this License Agreement, collectively, the “License Agreement”).
Clause type: conversion_of_shares
 At the Effective Time and by virtue of the Merger, and without any action on the part of the holders thereof: (a) Each Share issued and outstanding immediately prior to the Effective Time (other than Shares to be cancelled pursuant to Subsection 2.6(b) below and Dissenting Shares (as defined in Section 2.7 hereof)) shall be converted into the right to receive the Per Share Amount in cash, without interest, less any withholding taxes required under applicable law. (b) Each Share held in the treasury of the Company, if any, and each Share owned by Parent, Purchaser or the Company, or by any direct or indirect subsidiary of any of them, shall be cancelled and retired without payment of any consideration therefor. (c) Each share of common stock, par value $.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable share of common stock, par value $.01 per share, of the Surviving Corporation. 2.7
Clause type: compensation
 In consideration of the services rendered, the facilities furnished, and the expenses assumed pursuant to this Agreement, the Trust will pay TIA a fee as listed on Attachment A. The parties understand that the fee will be calculated daily and paid monthly. The fee for the period from the Effective Date (defined below) of the Agreement to the end of the month during which the Effective Date occurs shall be prorated according to the proportion that such period bears to the full monthly period. Upon any termination of this Agreement before the end of a month, the fee for such part of that month shall be prorated according to the proportion that such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to TIA, the value of the Portfolio's net assets shall be computed at the times and in the manner specified in the Prospectus and the SAI, and on days on which the net assets are not so determined, the net asset value computation to be used shall be as determined on the immediately preceding day on which the net assets were determined.
Clause type: interest
 The Company promises to pay interest on the principal amount of this Note at 6.50% per annum from the date hereof until maturity and shall pay the Additional Interest, if any, payable pursuant to Section 5 of the Registration Rights Agreement referred to below. The Company shall pay interest and Additional Interest, if any, semi-annually in arrears on April 15 and October 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be October 15, 2011. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.
Clause type: now
THEREFORE the parties to this Trust Agreement, in the several capacities hereinabove set forth, do hereby declare and establish this Trust Agreement and do hereby undertake and otherwise agree as follows:
Clause type: now
THEREFORE in consideration of the premises and the representations, warranties and agreements herein contained, the parties agree as follows:
Clause type: investment-company-act
 Neither the Company nor any of its Subsidiaries is, and upon consummation of the sale of the Securities will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.
Clause type: whereas
the Trust is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end, diversified management investment company and has established several separate series of shares (each a “Series”), with each Series having one or more classes and with each Series having its own assets and investment policies;
Clause type: termination
Subject to the terms of the Plan and this Agreement, the Option, to the extent vested at the time of the Participant’s Termination, shall remain exercisable as follows:
Clause type: esop
 The Company has adopted an ESOP, under which the Company has reserved a total of 922,571 Common Shares, representing 6.187% of the Company’s issued share capital (on an as-converted and fully diluted basis) immediately after the Closing. Such ESOP shall provide for a four (4)-year vesting schedule for the options granted thereunder, with 25% to be vested after the first year anniversary of granting and the remaining 75% to be vested monthly in equal installments over the next three (3) years, unless otherwise approved by the Board (with the affirmative votes of at least three (3) Preferred Directors). Any option grants shall require the approval of the Board (with the affirmative votes of at least three (3) Preferred Directors). If the Board allows an option holder to exercise an option prior to full vesting, the unvested shares shall be subject to a repurchase option in favor of the Company which shall provide that upon termination of employment with or without cause, the Company may repurchase, at cost, any unvested shares held by such holder.
Clause type: headings
In interpreting a Finance Document or any provision of a Finance Document, all clause, sub-clause and other headings in that and any other Finance Document shall be entirely disregarded.
Clause type: payment_terms
 2.1 Unless otherwise specified in the quotation, Philips will invoice Customer and Customer will pay such invoice on receipt based on the invoice date for each Product as follows:
Clause type: taxes
 30.1 All amounts which you must pay under the Customer Documents do not include any applicable Taxes. You must pay any Taxes to us at the same time as the amounts to which those Taxes relate.
Clause type: payment
 GUVNL shall make payment of the amounts due in Indian Rupees within thirty (30) days from the date of receipt of the Tariff Invoice by the designated office of the GUVNL.
Clause type: payment
 Merchant agrees to permit SPS-EFT to debit Merchant’s account for check guarantee service charges according to the terms of the Agreement between Merchant and SPS-EFT.
Clause type: investments
 The Borrowers have no (i) direct or indirect interest in, including without limitation stock, partnership interest or other securities of, any other Person (other than the Beverage Companies), or (ii) direct or indirect loan, advance or capital contribution to any other Person, including all indebtedness and accounts receivable from that other Person.
Clause type: investments
 The Guarantor shall not directly or indirectly make or own any Investment, except (a) Investments in cash and Cash Equivalents, (b) Investments held by the Guarantor set forth on Schedule I hereto, (c) other Investments in existence on the date hereof in an aggregate amount not to exceed $1,000,000, (d) direct cash Investments in the Borrower or any Subsidiary Guarantor, (e) other Investments in any Fiscal Year not in excess of $25,000,000 and (f) Investments contemplated by the Transactions.
Clause type: now
THEREFORE in consideration of the foregoing recitals and the respective covenants and agreements of the parties contained in this document, the Company and Executive hereby agree as follows:
Clause type: dividends
 Holdings will not, and will not permit any of its Restricted Subsidiaries to, authorize, declare or pay any Dividends with respect to Holdings or any of its Restricted Subsidiaries, except that:
Clause type: severability
Any provision hereof prohibited by or unenforceable under any applicable law of any jurisdiction shall as to such jurisdiction be deemed ineffective and deleted herefrom without affecting any other provision of this Agreement. It is the desire of the parties hereto that this Agreement be enforced to the maximum extent permitted by law, and should any provision contained herein be held unenforceable, the parties hereby agree and consent that such provision shall be reformed to make it a valid and enforceable provision to the maximum extent permitted by law.
Clause type: taxes
 (a) Except as would not reasonably be expected to have a SPLC Material Adverse Effect, (i) all Tax Returns required to be filed by or with respect to Zydeco, the Zydeco Assets or the operations of Zydeco have been filed on a timely basis (taking into account all extensions of due dates); (ii) all Taxes owed by Zydeco, or any of its Affiliates with respect to Zydeco, the Zydeco Assets or the operations of Zydeco, as applicable, which are or have become due, have been timely paid, other than Taxes the amount or validity of which is being contested in good faith by appropriate proceedings for which an adequate reserve has been established therefor; (iii) there are no Liens on any of the Zydeco Assets that arose in connection with any failure (or alleged failure) to pay any Tax on Zydeco or the Zydeco Assets other than Liens for Taxes not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings for which an adequate reserve has been established therefor; and (iv) there is no pending action, proceeding or investigation for assessment or collection of Taxes and no Tax assessment, deficiency or adjustment has been asserted or proposed with respect to Zydeco, the Zydeco Assets or the operations of Zydeco.
Clause type: compensation
 As the sole, full and complete compensation to the Executive for the performance of all duties of Executive under this Agreement and for all services rendered by Executive to BOK Financial and/or to any affiliate of BOK Financial:
Clause type: confidentiality
Executive agrees that Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person or entity, other than in the course of Executive’s assigned duties hereunder and for the benefit of the Employer, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executive’s employment hereunder or otherwise. The foregoing will not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public or in the Employer’s industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executive’s representatives; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Company’s cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.
Clause type: definitions
(a) As used herein, the following terms have the meaning hereinafter stated.
Clause type: interest
 Each Note bears interest from the Interest Commencement Date pursuant to the interest rate formula as designated in the Specific Terms until the principal thereof is paid. Interest shall accrue from and including the Interest Commencement Date, if no interest has yet been paid, or the immediately preceding Interest Payment Date on which interest was paid. Interest shall accrue until, but excluding, the applicable Interest Payment Date or the Maturity Date (or any other day on which the Notes become due for redemption or repayment), as the case may be. Interest shall be payable in arrears on each Interest Payment Date and on the Maturity Date (or any other day on which the Notes become due for redemption or repayment). The first interest payment shall be made on the First Interest Payment Date. Should the Issuer fail to redeem any Note on its due date, interest on the Note shall continue to accrue (subject to §3(E) regarding payments due on a day other than a Business Day) beyond the due date until actual redemption of the Note at the default rate of interest established by law.
Clause type: payment
 A. OSLI shall disburse Relief Funds to the Grantee to reimburse expenditures approved by the SLIB and the Attorney General’s Office. Total reimbursements under this Agreement shall not exceed One Hundred Eighty One Thousand Seven Hundred Thirty Five and 00/100 USD ($181,735.00). Disbursements from OSLI shall be made in within thirty (30) days after submission of an invoice.
Clause type: financing
 (a) Prior to the Closing, the Company shall use reasonable best efforts, and shall cause its Subsidiaries to use reasonable best efforts, and shall use reasonable best efforts to cause their and their Subsidiaries’ respective Representatives, in each case, with appropriate seniority and expertise in the good faith judgement of the Company, at Parent’s sole cost and expense, to provide to Parent all cooperation reasonably requested by Parent, in connection with arranging, syndicating, consummating and obtaining the Debt Financing under and in accordance with the terms of the Debt Financing Commitment Letter and/or arranging, syndicating, consummating and obtaining any Alternative Debt Financing (collectively, the “Debt Financing”), including: (i) assisting in the preparation of a confidential information memorandum and other customary marketing materials to be used in connection with the marketing of the Debt Financing and ratings agency presentations and delivering customary representation and authorization letters in connection therewith; (ii) upon reasonable prior notice and at times to be reasonably agreed, participation of representatives of senior management of the Company (which participation may be by videoconference) in a reasonable number of due diligence sessions, drafting sessions and rating agency meetings, as well as a reasonable number of meetings with Debt Financing Sources; (iii) providing customary information and assistance reasonably necessary to assist Parent and its counsel with obtaining the customary legal opinions required to be delivered in connection with the Debt Financing; (iv) permitting officers of the Company or any of its Subsidiaries who will be officers of the Company or any of its Subsidiaries after Closing to execute and deliver any documentation in connection with the Debt Financing (subject to subclause (iv) of the proviso below) including any customary closing officer’s certificates and secretary’s certificates prepared by Parent (including certification of organizational authorization, organizational documents and good standing certificates) of the Company and its Subsidiaries, and taking corporate action to authorize the borrowing and guarantees of the Debt Financing, provided that any of the foregoing shall not require the adoption of any corporate resolutions or actions prior to the Closing Date; (v) furnishing a certificate of a financial officer of the Company with respect to solvency matters in a customary form...
Clause type: capitalization
 The summary table of the issued and outstanding share capital (which does not include the identification of each individual shareholder or recipient of an award under the ESOP or the identification of each shareholder holding less than 2% of the total number of the issued and outstanding Ordinary Shares) of the Company as of January 8, 2018 is set forth in Schedule B to this Agreement.
Clause type: notices
All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representative, will be mailed, delivered or telefaxed to the Citigroup Global Markets Inc. General Counsel (fax no.: (212) 816-7912) and confirmed to the General Counsel, Citigroup Global Markets Inc., at 388 Greenwich Street, New York, New York, 10013, Attention: General Counsel; or, if sent to the Company, will be mailed, delivered or telefaxed to (214) 615-2223 and confirmed to it at 100 Crescent Court, Suite 1200, Dallas, Texas 75201, attention of Robert M. Swartz and mailed, delivered or telefaxed to (212) 872-1002 and confirmed to the Company’s counsel at Akin Gump Strauss Hauer & Feld LLP, 590 Madison Avenue, New York, New York 10022, Attention: Bruce Mendelsohn.
Clause type: definitions
For purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to them in the Separation and Distribution Agreement.
Clause type: interest
 (a) Subject to subsection 2.08(c), each Loan shall bear interest on the outstanding principal amount thereof from the date when made until it becomes due at a rate per annum equal to the Offshore Rate or the Base Rate, as the case may be, plus the Applicable Margin.
Clause type: shares
 Any Shares of the Company’s common stock, par value $.01 per share. Soliciting Dealers. Broker-dealers who are members of the Financial Industry Regulatory Authority, Inc., or that are exempt from broker-dealer registration, and who, in either case, have executed participating broker or other agreements with the Dealer Manager to sell Shares.
Clause type: headings
Headings used in this Agreement are for convenience only and shall not be used in connection with the interpretation of any provision hereof.
Clause type: notices
All notices, requests, claims, demands and other communications hereunder required to be delivered in writing shall be deemed given if delivered personally, telecopied (which is confirmed) or sent by overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): If to Splitco, to: 2500 Windy Ridge Parkway Atlanta, Georgia 30339 Fax: (770) 989-3073 Attention: H. Lynn Oliver, Vice President, Tax with a copy, which shall not constitute notice to Splitco, to: 2500 Windy Ridge Parkway Atlanta, Georgia 30339 Fax: (770) 989-3784 Attention: John Parker, Senior Vice President, General Counsel If to TCCC, to: The Coca-Cola Company One Coca-Cola Plaza Atlanta, GA 30313 Fax: (404) 598-7196 Attention: Vice President and General Tax Counsel with a copy, which shall not constitute notice to TCCC, to: The Coca-Cola Company One Coca-Cola Plaza Atlanta, GA 30313 Fax: (404) 515-2546 Attention: Senior Vice President and General Counsel
Clause type: compensation
 A. Except for purposes of "annual additions" testing under Section 415 of the Code, Compensation shall mean all of each Participant's:
Clause type: whereas
the Board of Trustees has approved this Agreement, and the Sub-Advisor is willing to furnish such services upon the terms and conditions herein set forth.
Clause type: base-salary
 Executive shall receive an initial Base Salary (defined below) paid by the Company of $240,000.00 per year during the Term. At the sole discretion of GGS, the Base Salary may be increased. For purposes of this Agreement, “Base Salary” shall mean Executive’s initial base salary or, if adjusted from time to time, then the adjusted base salary. The Base Salary shall be paid, subject to all applicable withholdings and deductions, in substantially equal semi-monthly installments.
Clause type: definitions
The following words and terms shall have the meanings set forth below for the purposes of this Agreement:
Clause type: counterparts
This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.
Clause type: indemnification
Each of the Company, the Class B Holder and the Special Servicer (each as such, an "Indemnifying Party") shall indemnify the other parties hereto (each as such, an "Indemnified Party") and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses (individually and collectively, the "Claims") that such Indemnified Party may sustain in any way related to the failure of the Indemnifying Party to perform its duties in compliance with the terms of this Agreement; provided, that none of the Company, the Class B Holder or the Special Servicer or any of the directors, officers, employees or agents of the Depositor or the Servicer shall be liable for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Company, the Class B Holder or the Special Servicer against any material breach of warranties, representations or covenants made herein, or against any specific liability imposed on such party pursuant hereto, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder.
Clause type: whereas
the parties desire to amend the Agreement as set forth in greater detail below;
Clause type: governing
Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.