bhaskrr/legal-clauses huggingface dataset:
Clause type: notices
Any notice which is to be given by either party to the other pursuant to this lease shall be in writing and shall be given as follows: (a) if such notice is to be given by the Landlord to the Tenant, such notice may be given personally by delivering the same to the Tenant, or if the Tenant be a corporation or partnership, to any officer, partner or other employee of the Tenant, at the Premises or at any other place, or by registered or certified mail, postage prepaid, return receipt requested, or by nationally recognized overnight service providing evidence of delivery, addressed to the Tenant at its address given in this lease or at the Premises, or such other address as the Tenant shall hereafter designate in writing, provided, however, that notices of default may not be given solely by personal delivery, but shall be given by mail or overnight service as set forth above, with a copy of such default notice sent to Marshall J. Cohen, Esq., Stadtmauer Bailkin LLP, 850 Third Avenue, New York, NY 10022; (b) if such notice is to be given by the Tenant to the Landlord, such notice shall be given by registered or certified mail, postage prepaid, return receipt requested, or by nationally recognized overnight service providing evidence of delivery, addressed to the Landlord at 74 Trinity Place, New York, New York, 10006, Attention: Director of Commercial Real Estate Leasing, or at such other address as the Landlord shall hereafter designate in writing. Notices given by overnight service shall be specified for next business day delivery. Any notice shall be deemed to have been given on the date when same shall have been delivered, in the case of personal delivery, or two days after the same shall have been properly mailed in the case of certified or registered mail, or on the first following business day if sent by overnight mail service. The attorneys for either party shall have the right, but not the obligation, to send notices on behalf of their respective clients. Notwithstanding the foregoing, all bills may be sent directly to the Tenant by regular mail.
Clause type: compensation
 (a) Subject to the provisions of this Agreement, in full consideration for all rights and services provided by you under this Agreement, during the Term you shall receive only the compensation set forth in this Section 2.
Clause type: dividends
 1. Beginning on the applicable Issue Date, the Holders of the outstanding shares of Convertible Preferred Stock being issued on such Issue Date shall be entitled to receive, when, as, and if declared by the Special Committee, out of funds legally available therefor, cash dividends on each share of Convertible Preferred Stock, at the rate (the "Dividend Rate") of 10 3/8% per annum multiplied by the then-effective liquidation preference per share of the Convertible Preferred Stock. Additional dividends, at the Dividend Rate, shall accrue in respect of, and compound on, any dividends which are in arrears. All dividends shall be cumulative, whether or not earned or declared, from the Issue Date and shall compound to the extent not paid on the next succeeding Dividend Payment Date, and shall be payable quarterly in arrears on each Dividend Payment Date, commencing on the first Dividend Payment Date after the applicable Issue Date. At the option of the corporation as determined by the Special Committee, any dividend payable on any Dividend Payment Date may be declared and paid wholly or partially "in kind" in lieu of cash, by issuing whole shares of Series B Nonvoting Preferred Stock on such Dividend Payment Date with an aggregate liquidation preference in an amount equal to the aggregate cash dividend cumulated and unpaid to such date (or any portion thereof) with cash paid in lieu of issuing fractional shares. The amount of any dividends payable on any Dividend Payment Date not declared or paid in full in cash or by the issuance of shares of Series B Nonvoting Preferred Stock shall be added to the liquidation preference of the Convertible Preferred Stock on such date. Each dividend shall be payable to Holders of record as they appear on the stock books of the corporation on the Dividend Record Date immediately preceding the related Dividend Payment Date.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart. Each counterpart shall constitute an original of this Agreement, but all the counterparts shall together constitute but one and the same instrument.
Clause type: representations
and Warranties. The representations and warranties of Cryogen contained in Section 4 shall be true and correct when made, and shall be true and correct as of the date of the Closing with the same force and effect as if they had been made on and as of such date.
Clause type: whereas
the Depositor, the Delaware Trustee, the Property Trustee and the Administrative Trustees desire to amend and restate the Original Trust Agreement in its entirety as set forth herein to provide for, among other things, (i) the issuance of the Common Securities (as defined herein) by the Trust (as defined herein) to the Depositor; (ii) the issuance and sale of the Preferred Securities (as defined herein) by the Trust pursuant to the Underwriting Agreement (as defined herein); (iii) the acquisition by the Trust from the Depositor of all of the right, title and interest in the Debentures (as defined herein); and (iv) the appointment of the Trustees; NOW THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each party, for the benefit of the other parties and for the benefit of the Securityholders (as defined herein), hereby amends and restates the Original Trust Agreement in its entirety and agrees as follows:
Clause type: ownership_of_shares
 Such Majority Shareholder is the lawful owner of the Shares set forth opposite such Majority Shareholder's name in Exhibit A, free and clear of any Lien (including any restriction on the right to vote, sell or otherwise dispose of such Shares). Such Majority Shareholder will be the lawful owner of all such Shares at all times up to and including the Closing Date and, by tendering such Shares pursuant to the OPA, shall transfer and deliver to the Purchaser valid title to such Shares free and clear of any Lien and any such limitation or restriction (other than any Lien created under this Agreement or the other Transaction Documents). Such Majority Shareholder has not granted to any person any option or other right to acquire any of its Shares. The Shares, in the aggregate, owned by the Majority Shareholders constitute as of the date hereof, and will constitute at all times from the date hereof up to and including the Closing Date, at least the Minimum Percentage.
Clause type: definitions
As used in this Agreement, the following terms will have the following meanings, applicable both to the singular and the plural forms of the terms described:
Clause type: investments
 Neither the Borrower nor any Subsidiary will make or maintain any investments, made in cash or by delivery of property or assets, (a) in any Person, whether by acquisition of capital stock, Indebtedness, or other obligations or securities, or by loan or capital contribution, or otherwise, or (b) in any property, whether real or personal, (items (a) and (b) being herein called "Investments"), except the following:
Clause type: indemnification
To the extent that the Agent is not reimbursed and indemnified by the Debtors, the Secured Parties will jointly and severally reimburse and indemnify the Agent, in proportion to their initially purchased respective principal amounts of Debentures, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder or under the Agreement or any other Transaction Document, or in any way relating to or arising out of the Agreement or any other Transaction Document except for those determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction to have resulted solely from the Agent's own gross negligence or willful misconduct. Prior to taking any action hereunder as Agent, the Agent may require each Secured Party to deposit with it sufficient sums as it determines in good faith is necessary to protect the Agent for costs and expenses associated with taking such action.
Clause type: capitalization
 The authorized, issued and outstanding shares of beneficial interest of the Fund is as set forth in the Preliminary Prospectus and the Prospectus as of the date thereof. All issued and outstanding common shares of beneficial interest, par value $0.001 per share, of the Fund (the “Common Shares”) have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares of the Fund were issued in violation of the preemptive or other similar rights of any securityholder of the Fund.
Clause type: investment-company-act
 Borrower is not an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. Borrower is not subject to regulation under any governmental requirement which limits its ability to incur Indebtedness, other than Regulation X (as defined within the applicable governmental requirements promulgated by the applicable governmental authorities from time to time).
Clause type: investments
 The Borrower will not permit Mid-West to make or permit to remain outstanding any advance, loan, extension of credit, or capital contribution to or investment in any Person, or purchase or own any stock, bonds, notes, debentures, or other securities of any Person, or be or become a joint venturer with or partner of any Person or purchase all the properties of a Person or purchase properties of a Person with a book value in excess of ten percent (10%) of the book value of all properties of such Person determined as of the date of acquisition (all such transactions being herein called "Investments"), except:
Clause type: taxes
 (a) All payments to be made to Lender, Victory Park or ESPV (each, a “Payee”) hereunder and under any other Transaction Document shall be made, free and clear of and without deduction for any and all current or future Taxes, levies, imposts, deductions, charges or withholdings that are or would be applicable to such Payee, and all liabilities with respect thereto, excluding net income taxes imposed on the net income of such Payee by the jurisdiction under the laws of which such Payee is organized (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, as well as, in respect of ESPV, any and all U.S. federal, state and local Taxes, being called “Non-Excluded Taxes”). If any Non-Excluded Taxes are required to be withheld from or in respect of any sum payable hereunder or under any other Transaction Document to a Payee, (x) the sum payable shall be increased by the amount (an “Additional Amount”) necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 8.3), such Payee shall receive an amount equal to the sum it would have received had no such deductions been made, (y) Agent shall make such deductions and (z) Agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Clause type: assignment
This Agreement is binding upon and inures to the benefit of the Parties, and to their permitted successors and assigns. Neither Party may transfer or assign its rights and obligations under this Agreement to a Third Party without the prior written consent of the other Party. Notwithstanding the foregoing, each of the Parties shall have the right to transfer or assign its rights and obligations under this Agreement, without consent, to an Affiliate or a successor to all or substantially all of its business or assets relating to this Agreement whether by operation of law, sale, merger, or otherwise. Any assignment not in conformance with this Section 16.6 shall be null, void, and of no legal effect.
Clause type: headings
12.6.1 The headings used in these General Conditions of Contract, or any other Contract Document, are for ease of reference only and shall not in any way be construed to limit or alter the meaning of any provision.
Clause type: capitalization
 (a) Seller is the record owner of and has good and valid title to the Membership Interests, free and clear of all Encumbrances. The Membership Interests constitute 100% of the total issued and outstanding membership interests in the Company. The Membership Interests have been duly authorized and are validly issued, fully-paid and non-assessable. Upon consummation of the transactions contemplated by this Agreement, Buyer shall own all of the Membership Interests, free and clear of all Encumbrances.
Clause type: headings
Section headings used herein are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Pledge Agreement.
Clause type: interest
 The Notes shall bear interest at a rate equal to 7.20% per annum. Interest on the Notes shall accrue from June 19, 2002, or from the most recent interest payment date to which interest has been paid or duly provided upon for the Notes, as the case may be. Interest on the Notes shall be payable semi-annually in arrears on June 15 and December 15, commencing December 15, 2002 (each an "Interest Payment Date"), to the persons in whose names the Notes are registered at the close of business on June 1 and December 1, as the case may be, preceding such Interest Payment Date.
Clause type: interest
 Interest will be payable on each Class of the Series [___] Transition Bonds on each Payment Date in an amount equal to one-half of the product of (i) the applicable Bond Rate and (ii) the Outstanding Amount of the related Class of Transition Bonds as of the close of business on the preceding Payment Date after giving effect to all payments of principal made to the holders of the related Class of Series [___] Transition Bonds on such preceding Payment Date; and provided, further, that with respect to the initial Payment Date or, if no payment has yet been made, interest on the outstanding principal balance will accrue from and including the Series Issuance Date to, but excluding, the following Payment Date.
Clause type: loans
 Eurodollar Loans shall bear interest at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate. Base Rate Loans shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate.
Clause type: grant
 Mattel grants to the Holder the number of restricted stock units based on shares of Common Stock set forth in the Notice (the “Units”), subject to adjustment, forfeiture and the other terms and conditions set forth below, as of the effective date of the grant (the “Grant Date”) specified in the Notice. The Company and the Holder acknowledge that the Units (a) are being granted hereunder in exchange for the Holder’s agreement to provide services to the Company after the Grant Date, for which the Holder will otherwise not be fully compensated, and which the Company deems to have a value at least equal to the aggregate par value of the Shares, if any, that the Holder may become entitled to receive under this Agreement, and (b) will, except as provided in Section 4 hereof, be forfeited by the Holder if the Holder’s Severance occurs before they vest, as more fully set forth in this Grant Agreement and the Plan.
Clause type: representations
and Warranties. (a) The Seller represents and warrants to the Purchaser as of the date hereof and as of the Closing Date that:
Clause type: insurance
It will, and will cause each of its Subsidiaries to, maintain such insurance or self insurance, to such extent and against such risks, including fire and other risks insured against by extended coverage, as is customary with companies similarly situated and in the same or similar businesses.
Clause type: investment-company-act
 Neither Parent nor Parent OP or any Parent Subsidiary is registered or required to be registered under the Investment Company Act.
Clause type: notices
All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial delivery service, or sent via telecopy (receipt confirmed) to the parties at the following addresses or telecopy numbers (or at such other address or telecopy numbers for a party as shall be specified by like notice):
Clause type: capitalization
 Attached as Schedule III hereto is a true, complete and accurate description as of the Closing Date of the equity capital structure of the Borrower and its Subsidiaries showing accurate ownership percentages of the Borrower in such Subsidiaries. Except as set forth on Schedule III hereto, there are no (a) preemptive rights, outstanding subscriptions, warrants or options to purchase any Capital Securities of any such Subsidiaries, (b) obligations of any Person to redeem or repurchase any of its securities and (c) other agreements, arrangements or plans to which any Person is a party or of which the Borrower has knowledge that could directly or indirectly affect the capital structure of such Subsidiaries. All such Capital Securities (i) are validly issued and fully paid and non-assessable and (ii) are owned of record and beneficially as set forth on Schedule III hereto or as otherwise disclosed in writing to the Administrative Agent, free of any Lien, except for Liens otherwise permitted under this Agreement.
Clause type: representations
and Warranties. Each Grantor jointly and severally represents and warrants, as to itself and the other Grantors, to the Collateral Agent and the Secured Parties that:
Clause type: definitions
Section 1.01 Defined Terms................................................ Section 1.02 Certain Calculations.........................................
Clause type: compensation
 For performing its services under this Agreement, the Trusts shall pay JPMorgan a fee in accordance with Exhibit D attached hereto.
Clause type: compensation
 The compensation to be paid to Service Provider, including both payment for professional services and reimbursable expenses, shall be at the rate and schedules attached hereto as Exhibit "A". However, in no event shall the amount exceed Ten Thousand Dollars ($10,000). Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment.
Clause type: miscellaneous
This License represents the complete agreement concerning subject matter hereof. If any provision of this License is held to be unenforceable, such provision shall be reformed so as to achieve as nearly as possible the same economic effect as the original provision and the remainder of this License will remain in effect. This License shall be governed by and construed in accordance with the laws of the United States and the State of California as applied to agreements entered into and to be performed entirely within California between California residents. Any litigation relating to this License shall be subject to the exclusive jurisdiction of the Federal Courts of the Northern District of California (or, absent subject matter jurisdiction in such courts, the courts of the State of California), with venue lying exclusively in Santa Clara County, California, with the losing party responsible for costs, including without limitation, court costs and reasonable attorneys fees and expenses. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any law or regulation which provides that the language of a contract shall be construed against the drafter shall not apply to this License. Exhibit A The contents of this file are subject to Sections 2, 3, 4, 7, 8, 10, 12 and 13 of the GLX Public License Version 1.0 (the "License"). You may not use this file except in compliance with those sections of the License. You may obtain a copy of the License at Silicon Graphics, Inc., attn: Legal Services, 2011 N. Shoreline Blvd., Mountain View, CA 94043 or at http://www.sgi.com/software/opensource/glx/license.html. Software distributed under the License is distributed on an "AS IS" basis. ALL WARRANTIES ARE DISCLAIMED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE OR OF NON- INFRINGEMENT.
Clause type: now
THEREFORE in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:
Clause type: now
THEREFORE in consideration of the foregoing and of the respective covenants and agreements set forth below, the parties hereto agree as follows:
Clause type: investment-company-act
 The Seller is not 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, 15 U.S.C. Sections 80a et seq., and any regulations promulgated thereunder.
Clause type: representations
and Warranties. 30 17.1 Right, Power and Authority . . . . . . . . . . . . . . . . . . . . . . . . . . 30 17.2 Absence of Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 17.3 No Approvals or Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 17.4 Patents; Prior Art . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 17.5 Prior Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 17.6 No Debarrment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Clause type: representations
and Warranties. Each Party represents and warrants to the other Party that: (i) such Party has the full corporate right, power and authority to enter into this Agreement, to grant the licenses granted hereunder and to perform the acts required of it hereunder; (ii) the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and will not violate any agreement to which such Party is a party or by which it is otherwise bound; (iii) when executed and delivered by such Party, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; (iv) such Party's Promotional Materials will neither infringe on any copyright, U.S. patent or any other third party right nor violate any applicable law or regulation and (v) such Party acknowledges that the other Party makes no representations, warranties or agreements related to the subject matter hereof which are not expressly provided for in this Agreement.
Clause type: payment
 The compensation and out-of-pocket expenses shall be accrued by the Fund and shall be paid to the Company no less frequently than monthly, and shall be paid daily upon request of the Company. The Company will maintain detailed information about the compensation and out-of-pocket expenses by Fund and Class. D. Any schedule of compensation agreed to hereunder, as may be adjusted from time to time, shall be dated and signed by a duly authorized officer of the Investment Company and/or the Funds and a duly authorized officer of the Company. SECTION FOUR:
Clause type: dividends
 The Borrower will not pay any dividends or make other distributions to its shareholders at any time after the occurrence of an Event of Default which remains unremedied and unwaived.