bhaskrr/legal-clauses huggingface dataset:
Clause type: whereas
the Provider, by signing this Agreement, agrees to allow the LEA to offer school districts in New Hampshire the opportunity to accept and enjoy the benefits of the DPA for the Services described, without the need to negotiate terms in a separate DPA; and
Clause type: investments
 Purchase or otherwise acquire, hold or invest ----------- in the capital stock of, or any other interest in, any arrangement for the purpose of providing funds or credit to, or make any other Investment, whether by way of capital contribution or otherwise, in or with any Person, including, without limitation, any of its Affiliates, except for the following Investments having a maturity not exceeding ninety (90) days: (a) Investments in direct obligations of, or instruments unconditionally guaranteed by, the United States of America or in certificates of deposit issued by a Qualified Depository; (b) Investments in commercial or finance paper which is rated either "AAA" or "AAA" or better by Moody's Investors Services, Inc., or Standard & Poor's Corporation, respectively, or at the equivalent rate by any of their respective successors; or (c) any interests in any money market account maintained with a Qualified Depository, the Investments of which are restricted to the types specified in clause (a) above.
Clause type: taxes
 All sales, gross receipts, excise or similar taxes imposed with respect to the sale or consumption of All-Requirements Power Supply shall be included on the Participating Consumer’s bill and shall be remitted to the appropriate taxing authority by Competitive Supplier. Participating Consumers shall be responsible for all sales taxes for sales to Participating Consumers under this Agreement. Participating Consumers shall be responsible for identifying and requesting any exemption from the collection of any tax by providing appropriate documentation to Competitive Supplier.
Clause type: now
THEREFORE in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
Clause type: interest
 The outstanding principal amount of the Notes shall accrue and bear interest at a rate per annum which at all times shall equal the Applicable Rate; provided, however, that all amounts of principal and (to the extent not prohibited by applicable law) accrued interest not paid when due hereunder shall accrue and bear interest at the Delay Rate. The Company will pay accrued and unpaid interest with respect to the Notes (including without limitation any interest accruing at the Delay Rate) on each January 1 and July 1, commencing January 1, 2003, on the Maturity Date and on any accelerated maturity of the Notes; provided, however, that failure to pay interest on any January 1 or July 1 prior to the Maturity Date or any earlier acceleration of the Notes shall not constitute a Default or Event of Default hereunder. For purposes of this Agreement, interest (and any amount expressed as interest) shall be calculated on the basis of a 30-day month and a 360-day year and the number of days elapsed.
Clause type: counterparts
The Indenture, through the Omnibus Instrument, may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute one and the same instrument.
Clause type: conversion_of_shares
 Each Share outstanding immediately prior to the Effective Time, other than Shares to be cancelled pursuant to Section 2.1(b) and other than Dissenting Shares, shall be converted automatically into and shall thereafter represent the right to receive in cash an amount equal to the Per Share Amount (the “Merger Consideration”). All Shares that have been converted into the right to receive the Merger Consideration as provided in this Section 2.1 shall be automatically cancelled and shall cease to exist, and the holders of certificates which immediately prior to the Effective Time represented such Shares shall cease to have any rights with respect to such Shares other than the right to receive the Merger Consideration and the right to receive any then unpaid dividend or other distribution with respect to such Shares having a record date before the Effective Time.
Clause type: definitions
Whenever the following terms are used in this Agreement, they shall have the meanings set forth below. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same agreement.
Clause type: investments
 Purchase or hold beneficially any stock, other securities or evidence of indebtedness or make any loans or advances to, or make any investment or acquire any interests in, any other person or entity
Clause type: severability
If any term, provision, covenant, or condition of this Agreement, or the application thereof to any party or circumstance, shall be held to be invalid or unenforceable (in whole or in part) for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Agreement had been executed with the invalid or unenforceable portion eliminated, so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Agreement and the deletion of such portion of this Agreement will not substantially impair the respective benefits or expectations of the parties. The parties shall endeavor to engage in good faith negotiations to replace any invalid or unenforceable term, provision, covenant or condition with a valid or enforceable term, provision, covenant or condition, the economic effect of which comes as close as possible to that of the invalid or unenforceable term, provision, covenant or condition.
Clause type: interest
 Any amount owed to Landlord under the terms and provisions of this Lease which is not paid when due shall bear interest at the highest rate allowed by applicable law from the date the same becomes due and payable by the terms and provisions of this Lease until paid, unless otherwise specifically provided in this Lease.
Clause type: interest
 The Company promises to pay interest on the principal amount of this 2021 Note at the rate per annum shown above. The Company shall pay such interest semi-annually in arrears on February 15 and August 15 of each year, commencing February 15, 2017. Interest will be paid on each such Interest Payment Date to the Persons who are registered Holders of the 2021 Notes at the close of business on the February 1 or August 1 (whether or not a Business Day) next preceding the Interest Payment Date (each such date, a “Regular Record Date”), even if such Interest Payment Date is a Redemption Date, Change of Control Payment Date or other Maturity Date, except as provided in Section 2.14 of the Indenture with respect to defaulted interest. Interest on the 2021 Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from August 15, 2016. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
Clause type: whereas
the Trust currently offers shares in multiple series, may offer shares of additional series in the future, and intends to offer shares of additional series in the future;
Clause type: miscellaneous
Each party agrees to perform such further actions and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Ohio and the Sub-Advisor consents to the jurisdiction of courts, both state or federal, in Ohio, with respect to any dispute under this Agreement.. The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK
Clause type: dividends
 After the date of this Agreement, each of Fifth Third and Old Kent shall coordinate with the other the declaration of any dividends in respect of Fifth Third Common Stock and Old Kent Common Stock and the record dates and payment dates relating thereto, it being the intention of the parties hereto that holders of Old Kent Common Stock shall not receive two dividends, or fail to receive one dividend, for any quarter with respect to their shares of Old Kent Common Stock and any shares of Fifth Third Common Stock any such holder receives in exchange therefor in the Merger (such holders to receive four dividends during 2001).
Clause type: assignment
Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto.
Clause type: now
THEREFORE in consideration of the mutual promises set forth herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, each of the parties hereby agrees as follows:
Clause type: termination
This Agreement shall be subject to termination in the absolute discretion of the Representative, by notice given to the Company prior to delivery of and payment for the Securities, if at any time prior to such delivery and payment (i) trading in the Company’s Units, Common Stock or Warrants shall have been suspended by the Commission or the NYSE (or successor trading market) or trading in securities generally on the NYSE (or successor trading market) shall have been suspended or limited or minimum prices shall have been established on such exchange or trading market, (ii) the Company shall not have obtained authorization for quotation of the Common Stock, Warrants or Units on the NYSE (or successor trading market), (iii) a banking moratorium shall have been declared either by U.S. federal or New York State authorities, (iv) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services or (v) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other national or international calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Representative, impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Statutory Prospectus or the Prospectus (exclusive of any supplement thereto).
Clause type: miscellaneous
This Agreement shall be subject to the laws of the Commonwealth of Massachusetts and shall be interpreted and construed to further and promote the operation of the Fund as a closed-end management investment company.
Clause type: miscellaneous
(a) This Agreement may be terminated by either party by giving the other party at least sixty (60) days' written notice thereof.
Clause type: insurance
Section 4.17 of the Company Disclosure Letter contains a list of, as of the date hereof, all material policies or binders of property, fire and casualty, product liability, workers’ compensation, and other forms of insurance held by, or for the benefit of, the Company or any of the Company’s Subsidiaries as of the date of this Agreement. True, correct and complete copies of such insurance policies as in effect as of the date hereof have previously been made available to Acquiror. All such policies are in full force and effect, all premiums due have been paid, and no notice of cancellation or termination has been received by the Company or any of the Company’s Subsidiaries with respect to any such policy. Except as disclosed on Section 4.17 of the Company Disclosure Letter, no insurer has denied or disputed coverage of any material claim under an insurance policy during the last twelve (12) months.
Clause type: headings
The article and section headings used in this Agreement -------- are for purposes of convenience only. They shall not be construed to limit or to extend the meaning of any part of this Agreement.
Clause type: taxes
 The Company shall have the right to deduct from any payments made pursuant to this Agreement any and all federal, state, and local taxes or other amounts required by law to be withheld.
Clause type: now
THEREFORE in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Clause type: interest
 The outstanding principal balance of each credit subject hereto shall bear interest at the rate of interest set forth in each promissory note or other instrument or document executed in connection therewith.
Clause type: investment-company-act
 The Servicer is not an “investment company,” registered or required to be registered under the Investment Company Act.
Clause type: interest
 (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin, but not to exceed the Highest Lawful Rate.
Clause type: headings
The headings contained in this Make Good Agreement are for convenience of reference only and shall not affect the construction of this Make Good Agreement.
Clause type: loans
 YCB shall not, without first having obtained the written consent of NVBancorp (which shall be deemed to have been given if no response is provided following written request therefor within three (3) business days of receipt of such request), cause, allow, or suffer its officers or agents to commit to any loan or renewal which does not comply in all material respects with its credit policies in effect and as disclosed and provided to NVBancorp prior to the date of this Agreement, provided, however, that all new and renewed stand-alone extensions of credit over Two Hundred Fifty Thousand Dollars ($250,000.00) secured or unsecured loans and Five Hundred Thousand Dollars ($500,000.00) for real estate secured loans, except for conforming FHLMC and FNMA loans, shall be subject to such prior written consent. The prior written consent of NVBancorp shall be deemed waived for any new stand-alone extension of credit which is Two Hundred Fifty Thousand Dollars ($250,000.00) and where such new stand-alone extension of credit is either in compliance with YCB credit policy and the approving officer has the requisite lending authority or has (have) been approved by the YCB loan committee or equivalent committee of the YCB Board of Directors performing such function. YCB shall promptly provide to NVBancorp for its review and comment relevant information concerning any proposed new stand-alone extension of credit in excess of Two Hundred Fifty Thousand Dollars ($250,000.00).
Clause type: stock_option
 After the Effective Time, each holder of (i) ------------- a then outstanding option (collectively, the "Employee Options") to purchase Shares under Dart's 1992 Stock Option Plan and the Option Agreements between Dart and certain of its officers, directors, employees and consultants thereunder (the "Stock Option Plan"), or (ii) any other option, warrant or other right to acquire (upon purchase, exchange, conversion or otherwise) shares of Dart Common Stock (collectively, the "Other Options" and, together with the Employee Options, the "Options"), shall be entitled to receive for each Share subject to such Option, in settlement and cancellation thereof, an amount (subject to any applicable withholding tax) in cash equal to the difference between the Merger Consideration and the per Share exercise price of such Option, to the extent such difference is a positive number (such amount being hereinafter referred to as, the "Option Consideration"). In addition, in the alternative, each holder of an Option outstanding at the commencement of the Offer may tender such Option and thereby be entitled to receive for each Share subject to such Option, upon consummation of the Offer and in settlement and cancellation of such Option, an amount (subject to any applicable withholding tax) in cash equal to the Option Consideration. Notwithstanding the foregoing provisions of this Section 4.5, with respect to any Person subject to Section 16(a) of the Exchange ----------- Act, any such Option Consideration shall be paid as soon as practicable after the first date payment can be made without liability to such Person under Section 16(b) of the Exchange Act. Dart represents and warrants to Richfood and Merger Subsidiary that the Stock Option Plan has been or will be amended to the extent necessary to give effect to the foregoing as of the commencement of the Offer. Upon receipt of the related Option Consideration, the Option shall be canceled. The surrender of an Option to Dart in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Option.
Clause type: investments
 Except as permitted by Section 7.3 or 7.4, make, incur, assume or suffer to exist, or permit any Subsidiary to make, incur, assume or suffer to exist, directly or indirectly, any loan or advance to any other Person or own, purchase or otherwise acquire Stock, Stock Equivalents, other equity interests, obligations or other securities of, or otherwise invest in, any other Person (any such transaction being an “Investment”), except:
Clause type: ownership_of_shares
 The KMA International Shares have been duly authorized and, when issued pursuant to the Agreement, will have been validly issued, fully paid and non-assessable, with no personal liability attaching to the holders of such shares, free of preemptive rights of any security holder and, free and clear of all liens, encumbrances and restrictions of any nature whatsoever, except by reason of the fact that such KMA International Shares will not have been registered under the Act and state securities laws.
Clause type: entire
Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.
Clause type: investments
 The Borrower will not, and will not cause or permit any of the Restricted Subsidiaries to, make any Investment (other than any Investment in the ordinary course of the operation of its business) if, before or after giving effect to the commitment thereto on a pro forma basis, an Event of Default shall have occurred and be continuing.
Clause type: taxes
 The Corporation has filed all federal, state, local and foreign tax returns which are required to be filed by it and all such returns are true and correct. The Corporation has paid all taxes pursuant to such returns or pursuant to any assessments received by it or which it is obligated to withhold from amounts owing to any employee, creditor or third party, except, in each case, for those which are not yet due and payable pursuant to such returns. There are no liens for taxes (other than current taxes not yet due and payable) on the assets of the Corporation. The Corporation has established adequate reserves for all taxes accrued but not yet payable to the extent required by GAAP. All material tax elections of any type which the Corporation has made as of the date hereof are set forth in the financial statements referred to in Section 4.4. No deficiency assessment with respect to or, proposed adjustment of the Corporation’s federal, state, county or local taxes, domestic and foreign, is pending or, to the knowledge of the Corporation, threatened. Neither the Corporation nor any of its present or former stockholders has ever filed an election pursuant to Section 1362 of the Internal Revenue Code of 1986 (the “Code”), that the Corporation be taxed as an S corporation.
Clause type: loans
 (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make term loans (each a “Loan” and collectively, the “Loans”) to the Borrower as follows:
Clause type: payment
 All payments to the Lender shall be made in immediately available funds and shall be applied to the Obligations upon receipt by the Lender. The Lender may hold all payments not constituting immediately available funds for three (3) days before applying them to the Obligations. Notwithstanding anything in Section 2.2, each Borrower hereby authorizes the Lender, in its discretion at any time or from time to time without such Borrower’s request and even if the conditions set forth in Section 4.2 would not be satisfied, to make a Revolving Advance in an amount equal to the portion of the Obligations from time to time due and payable.
Clause type: whereas
all things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.
Clause type: payment
 Expenses, benefits and allowances due Employee hereunder ------- shall be paid not later than thirty (30) days following Employee's entitlement to same, which, in the case of expenses, shall commence with the Employee's request for reimbursement. Employee bonuses shall be paid within forty-five (45) days following year end.
Clause type: compensation
 For the services provided and the facilities furnished pursuant to this Agreement, the Trust will pay to the Manager as full compensation therefor a fee at an annual rate, as set forth opposite each Fund's name on Schedule A, of the average daily net assets of each Fund. This fee will be computed daily and will be paid to the Manager monthly. This fee will be chargeable only to the respective Fund, and no other series of the Trust shall be liable for the fee due and payable hereunder. No Fund shall be liable for any expense of any other series of the Trust.
Clause type: headings
The headings of the several sections and subsections of this Incremental Amendment are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Incremental Amendment.