bhaskrr/legal-clauses huggingface dataset:
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which will be an original, and all of which will together constitute one and the same instrument.
Clause type: entire
Agreement. This Mortgage and the other Loan Documents embody the entire agreement and understanding between Mortgagee and Mortgagor and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly, the Loan Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.
Clause type: compensation
 (a) The Company will pay, or arrange for payment to, the Adviser as compensation for providing services in accordance with this Agreement a unitary advisory fee as set forth in Schedule A. The Adviser will pay its own expenses in connection with the services to be provided by it pursuant to this Agreement. In addition, the Adviser will be responsible for the compensation of officers or employees of the Company who are also officers or employees of the Adviser, except as may otherwise be determined by the Board. During the term of this Agreement for each Fund listed on Schedule A hereto, the Adviser shall pay all of the expenses of the Fund (including compensation of members of the Board who are not "interested persons" (as that term is defined in the 1940 Act) of a Fund), except for the fee payments under this Agreement, payments under the Fund's 12b-1 plan, if any, brokerage expenses, taxes, interest, litigation expenses and other extraordinary expenses. (b) Subject to the provisions of this Agreement and the mutual agreement of the parties, the duties of the Adviser and the fees to be paid to the Adviser under and pursuant to this Agreement or other arrangement entered into in accordance with this Agreement may be adjusted from time to time by the parties, to the extent permitted by law, subject to the prior approval of the Independent Trustees. 3. Use of Name The Trust may use the name "DBX" or any variant thereof in connection with the name of the Trust or any of the Funds, only for so long as this Agreement or any extension, renewal or amendment hereof remains in effect. At such time as this Agreement shall no longer be in effect, the Trust shall cease to use such a name or any other similar name. In no event shall the Trust use the name "DBX" or any variant thereof if the Adviser's functions are transferred or assigned to a company over which the Adviser does not have control or with which it is not affiliated. In the event that this Agreement shall no longer be in effect or the Adviser's functions are transferred or assigned to a company over which the Adviser does not have control or with which it is not affiliated, the Trust shall use its best efforts to legally change its name by filing the required documentation with appropriate state and federal agencies. 4. Liability and Indemnification (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees ...
Clause type: compensation
 No increase shall be made in the compensation or employee benefits payable or to become payable to any director, officer, employee or agent of the Company, and no bonus or profit-sharing payment or other arrangement (whether current or deferred) shall be made to or with any such director, officer, employee or agent, except in the ordinary course of business and consistent with prior practices.
Clause type: notices
(a) Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and shall be deemed given upon receipt by the intended recipient or three (3) Business Days after mailing if mailed by certified mail, postage prepaid (except that notice to the Owner Trustee shall be deemed given only upon actual receipt by the Owner Trustee), if to the Owner Trustee, addressed to the Corporate Trust Office; if to the Depositor, addressed to 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, Attention of Chief Financial Officer; or, as to each party, at such other address as shall be designated by such party in a written notice to each other party.
Clause type: investment-company-act
 None of Seller, Guarantor or any Affiliate of Seller or Guarantor is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act, or otherwise required to register thereunder.
Clause type: investments
 Borrower does not own any Equity Interests of any Person, except for Permitted Investments.
Clause type: representations
and Warranties. To induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loans and issue the Letters of Credit, Holdings and the Borrower hereby jointly and severally represent and warrant to the Administrative Agent and each Lender, as to themselves and each of their respective Subsidiaries, that:
Clause type: esop
 Provided that (i) the ESOP Loan from First National has been refinanced prior to the Closing in accordance with Section 4.1(g) above, (ii) the ESOP has been amended prior to the Closing in accordance with Section 4.1(h) above, and (iii) Edwin E. Bridges is continuing to serve as Trustee of the ESOP, FNB agrees to assume at the Effective Time, as successor plan sponsor, the ESOP. Home Savings acknowledges that FNB as a successor plan sponsor shall have no duty to continue the ESOP, provided, however, that FNB agrees that until such time as new employees (as defined in Section 5.3) become eligible to participate in the FNB Section 401(K) savings plan, it will continue the ESOP and make contributions to the ESOP at the aggregate annual rate of $62,500 prorated to the date of such contributions.
Clause type: payment
 (a) As soon as administratively practicable following the vesting date(s) of the Units pursuant to Section 2 above, but in no event later than the 15th day of the third month of the year following the calendar year in which the Units vest, the Company shall distribute to the Participant (or to the Participant’s estate in the event of death) the Shares of Common Stock represented by Units that vested on such vesting date[, subject to reduction pursuant to Section 3(b)].
Clause type: investment-company-act
 None of the Partnership Entities is now required, and upon the issuance and sale of the Units as herein contemplated and the application of the net proceeds therefrom as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds” none of the Partnership Entities will be an “investment company” as defined in the Investment Company Act of 1940, as amended (the “1940 Act”).
Clause type: notices
All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party’s address set forth herein or to such other address as a party may designate by notice hereunder, and shall be either (a) delivered by hand, (b) sent by overnight courier, or (c) sent by certified mail, return receipt requested, postage prepaid. All notices, requests, consents and other communications hereunder shall be deemed to have been given either (i) if by hand, at the time of the delivery thereof to the receiving party at the address of such party set forth above, (ii) if sent by overnight courier, on the next business day following the day such notice is delivered to the courier service, or (iii) if sent by certified mail, on the fifth business day following the day such mailing is made.
Clause type: capitalization
 (a) Link’s authorized capitalization consists of (a) 150,000,000 shares of Common Stock, of which 3,450,000 shares are issued and outstanding prior to the transactions described in the Memorandum, and (b) 10,000,000 shares of preferred stock, par value $0.001 per share, none of which are issued and outstanding. All issued and outstanding shares of Common Stock are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person or entity. As of the Closing Date, no shares of Common Stock were reserved for issuance upon the exercise of outstanding options or warrants to purchase the Common Stock or other equity-linked securities of Link (except with respect to the Notes and the Warrants) and no shares of preferred stock were reserved for issuance to any party. All outstanding Common Stock have been issued and granted in compliance with: (i) all applicable securities laws and (in all material respects) other applicable laws and regulations, and (ii) all requirements set forth in any material contracts, agreements, franchises, license agreements, debt instruments or other commitments to which Link is a party or by which it or any of its assets or properties are bound, all of which are set forth on Schedule 2.02 to the Link Disclosure Schedules (the “Link Material Contracts”).
Clause type: headings
The headings and captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference only and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they appertain.
Clause type: confidentiality
If either party provides confidential information to the other in writing and it is identified as such, the receiving party shall protect the confidential information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information. Neither party shall be required to hold confidential any information that (a) becomes publicly available other than through the recipient; (b) is required to be disclosed by a Governmental Authority or Applicable Law; provided, however, that the information disclosed is limited to the existence and general nature of the relationship between the parties, including, as required, the scope, approximate revenues, purposes and expectations related to such relationship and a description of any disputes relating thereto; (c) is independently developed by the disclosing party; or (d) becomes available to the disclosing party without restriction from a third party. These obligations shall survive any expiration or termination of this Agreement.
Clause type: termination
This Agreement shall not have been terminated as to such Investor in accordance with Section 6.5.
Clause type: severability
In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
Clause type: loans
 (a) Each Standby Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided, however, that the failure of any Lender to make any Standby Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.03. The Competitive Loans and Standby Loans comprising any Borrowing shall be in (i) an aggregate principal amount which is not less than the Borrowing Minimum and an integral multiple of the Borrowing Multiple or (ii) an aggregate principal amount equal to the remaining balance of the available applicable Commitments.
Clause type: taxes
 Unless otherwise specified in the Bid Specifications or Contract, the quoted Bid price includes all taxes applicable to the transaction. subcontractors for Contracts with a value greater than $100,000 in accordance with provisions of the law.
Clause type: representations
and Warranties. On and as of the date first above written, Seller hereby represents and warrants to Buyer that (a) it is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, (b) after giving effect to this Amendment, no Default or Event of Default under the Repurchase Agreement has occurred and is continuing, and (c) after giving effect to this Amendment, the representations and warranties contained in Article 9 of the Repurchase Agreement are true and correct in all respects as though made on such date (except for any such representation or warranty that by its terms refers to a specific date other than the date first above written, in which case it shall be true and correct in all respects as of such other date).
Clause type: base-salary
 From and after the Effective Date and through the Contract Period while Executive is employed by DDR, DDR will pay Executive base salary (the “Base Salary”), in equal monthly or more frequent installments, at the rate of not less than Four Hundred and Seventy Five Thousand Dollars ($475,000) per year, subject to such increases as approved by DDR.
Clause type: grant
 Effective herewith, HOLDER is hereby granted the right to ----- purchase, at any time prior to 5:00 p.m., Dallas, Texas time on June 30, 2002, 166,667 shares of Common Stock (the "Shares"). One share of Common Stock is hereinafter referred to as a "Warranty Security" and more than one collectively referred to as the "Warrant Securities." The exercise price of each Warrant shall equal (subject to adjustment as provided in Section 9) $1.00 per Warrant Security subject to the terms and conditions of this Agreement.
Clause type: whereas
the Company, the Master Servicer, and the Trustee have entered into a Pooling and Servicing Agreement, dated as of March 1, 2002, relating to the issuance of Residential Asset Securities Corporation, Home Equity Mortgage Asset-Backed Pass-Through Certificates, Series 2002-KS2 (as in effect on the date of this Agreement, the "Original Pooling Agreement," and as amended and supplemented from time to time, the "Pooling Agreement"); and
Clause type: severability
Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.
Clause type: notices
All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if (a) personally delivered, (b) mailed by registered or certified mail, postage prepaid and received by the addressee, (c) sent by overnight mail or courier service and received by the addressee or (d) transmitted by facsimile (or any other type of electronic transmission agreed upon by the parties) and confirmed by a writing delivered by any of the means described in (a), (b) or (c), and if (i) to the Purchaser, addressed to Deutsche Mortgage & Asset Receiving Corporation, 60 Wall Street, New York, New York 10005, Attention: Lainie Kaye, facsimile no. (212) 797-4487, with a copy to Kevin Blauch, Esq., Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019, or such other address or facsimile number as may hereafter be furnished to the Seller in writing by the Purchaser; and (ii) to the Seller, addressed to German American Capital Corporation at 60 Wall Street, New York, New York 10005, Attention: Lainie Kaye, facsimile no. (212) 797-4487, with a copy to Kevin Blauch, Esq., Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019, or such other address or facsimile number as the Seller may designate in writing to the Purchaser.
Clause type: definitions
Capitalized words and phrases used in this Agreement shall have the meanings set forth in Section 8.7 hereof.
Clause type: assignment
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties (whether by operation of law or otherwise) without the prior written consent of the other Parties, and any attempted assignment of this Agreement or any of such rights, interests or obligations without such consent shall be void and of no effect, except that Merger Sub may, without the consent of the Company, assign any or all of its rights, interests and obligations hereunder to Parent, one or more direct or indirect wholly owned Subsidiaries of Parent, or a combination thereof, but no such assignment shall relieve Merger Sub of any of its obligations hereunder. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns.
Clause type: termination
This Agreement may be terminated at any time either by the Company or by you upon the giving of written notice of such termination to the other parties hereto, but without prejudice to any rights, obligations or liabilities of the other parties hereto accrued or incurred prior to such termination. The termination of this Agreement shall not require termination of any Notes Terms Agreement or Units Terms Agreement, and the termination of any such Notes Terms Agreement or Units Terms Agreement shall not require termination of this Agreement. If this Agreement is terminated, the provisions of the third paragraph of Section 2(a), the last sentence of Section 3(b) and Sections 3(c), 3(g), 3(i), 3(j), 6, 7, 8, 10, 11 and 13 shall survive; provided that if at the time of termination an offer to purchase Program Securities has been accepted by the Company but the time of delivery to the purchaser or its agent of such Program Securities has not occurred, the provisions of Sections 1, 2(b), 2(c), 3(a), 3(d), 3(e), 3(f), 3(h), 4 and 5 shall also survive until such delivery has been made.
Clause type: ownership_of_shares
 The Sellers are the sole and unlimited owners and sole beneficiaries of the Shares. The Sellers have a valid, perfect title to the Shares, free and clear of all types of pledges, restrictions, encumbrances, mortgages, legal or administrative attachments, liens, easements, defects, collateral property rights, claims, usufructs, third party contractual rights, options and restrictions of any type, including any limitation or restriction to ownership, transfer and availability of the Shares and/or assets, accordingly (hereinafter "Encumbrances"). Against delivery of the Shares as provided in Article 2.2, the Sellers shall transfer to the Buyer the valid, negotiable and absolute title to the Shares, free and clear of any type of Encumbrance.
Clause type: investments
 The Parent will not, and will not permit any Restricted Subsidiary to, make any Investments, except:
Clause type: notices
Any notices provided for in your option or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company.
Clause type: insurance
Titanium and its Subsidiaries maintain insurance coverage with reputable insurers in such amounts and covering such risks as are commercially reasonable. Titanium and its Subsidiaries have paid, or have caused to be paid, all premiums due under such policies and have not received written notice that they are in default with respect to any obligations under such policies other than as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Titanium Material Adverse Effect. Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Titanium Material Adverse Effect, all errors and omissions, property and casualty, general liability and business interruption insurance policies of Titanium and its Subsidiaries and all self-insurance programs and arrangements relating to the business, assets and operations of Titanium and its Subsidiaries are in full force and effect. Neither Titanium nor any of its Subsidiaries has received any written notice of cancellation or termination with respect to any existing insurance policy that is held by, or for the benefit of, any of Titanium or any of its Subsidiaries, other than as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Titanium Material Adverse Effect.
Clause type: insurance
The U.S. Borrower will, and will cause each Restricted Subsidiary to, maintain, with financially sound and reputable insurance companies (as determined in good faith by the U.S. Borrower), insurance in such amounts (with no greater risk retention) and against such risks as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations (as determined in good faith by the U.S. Borrower). On and after the Initial Funding Date, each such policy of liability or property insurance maintained by or on behalf of Loan Parties shall (a) in the case of each liability insurance policy, name the Administrative Agent, on behalf of the Secured Parties, as additional insured thereunder and (b) in the case of each property insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties, as the additional loss payee thereunder. On and after the Initial Funding Date, the Borrowers shall use commercially reasonable efforts to ensure that each such policy provides for at least 30 days’ (or such shorter number of days as may be agreed to by the Administrative Agent) prior written notice to the Administrative Agent of any cancellation of such policy.
Clause type: compensation
 USBFS shall be compensated for providing the services set forth in this Agreement in accordance with the fee schedule set forth on Exhibit B hereto (as amended from time to time). The Company shall pay all fees and reimbursable expenses within thirty (30) calendar days following receipt of the billing notice, except for any fee or expense subject to a good faith dispute. The Company shall notify USBFS in writing within thirty (30) calendar days following receipt of each invoice if the Company is disputing any amounts in good faith. The Company shall settle such disputed amounts within ten (10) calendar days of the day on which the parties agree to the amount to be paid. With the exception of any fee or expense the Company is disputing in good faith as set forth above, unpaid invoices shall accrue a finance charge of one and one-half percent (1½%) per month, after the due date. Notwithstanding anything to the contrary, amounts owed by the Company to USBFS shall only be paid out of assets and property of the particular Fund involved.
Clause type: base-salary
 The Company shall pay to Executive, and Executive shall accept from the Company, a monthly base salary in the amount set forth on Addendum A attached hereto (the “Base Salary”), payable on the Company’s standard pay schedule, provided that the Executive has been in active service during the specified pay period. Executive’s Base Salary may not be decreased at any time during this Agreement without the express written consent of the Executive. The Base Salary will be increased as set forth in Addendum A hereto, as well as in such other amounts as the Company may determine in its sole discretion from time to time, but nothing herein shall be deemed to require any such increase other than as set forth in Addendum A hereto.
Clause type: investments
 Make any Investment in any Person, other than Permitted Investments, or permit any Subsidiary to do so.