bhaskrr/legal-clauses huggingface dataset:
Clause type: miscellaneous
(a) No amendment of any provision of this Agreement shall be effective unless it is in writing and signed by each Grantor and the Collateral Agent, and no waiver of any provision of this Agreement, and no consent to any departure by each Grantor therefrom, shall be effective unless it is in writing and signed by each Grantor and the Collateral Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
Clause type: loans
 Each Bank hereby severally agrees, on the terms and subject to the conditions of this Agreement, to make loans (individually a "LOAN" and, collectively, the "LOANS") to the Borrowers during the Credit Period to and including the Revolving Credit Commitment Termination Date in an aggregate principal amount at any one time outstanding up to, but not exceeding, the Revolving Credit Commitment of such Bank as then in effect; provided, that the aggregate principal amount of Loans at any one time outstanding shall not exceed the Total Revolving Credit Commitment as then in effect. Subject to the terms of this Agreement, during the Credit Period the Borrowers may borrow, repay and reborrow Loans. The Borrowers hereby acknowledge and agree that all of the Obligations hereunder shall be the joint and several obligations of the Borrowers.
Clause type: loans
 Make, or permit any Subsidiary of any Borrower to make, any loans or other advances of money to any Person other than (i) for salary, travel advances, advances against commissions and other similar advances to employees in the ordinary course of business), (ii) extensions of trade credit in the ordinary course of business, (iii) deposits with financial institutions permitted under this Agreement, (iv) prepaid expenses and (v) loans and advances from one Borrower to another; provided that the aggregate amount of all such loans and advances to an individual Borrower does not exceed one hundred percent (100%) of the aggregate amount of such Borrower's Accounts.
Clause type: payment
 The Borrower shall fail to pay (i) any principal of any Advance or any reimbursement obligation in respect of any Letter of Credit Obligation when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise, or (ii) any interest on any Advance or any fee or any other amount (other than an amount referred to in clause (i) above) payable under any Credit Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five Business Days.
Clause type: representations
and Warranties. Any representation or warranty made or deemed made by or on behalf of any Loan Party in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been false or incorrect in any material respect when made or deemed made;
Clause type: compensation
 During the term of this Agreement, as compensation for all services rendered by the Consultant under this Agreement, the Company shall pay the Consultant the following amounts:
Clause type: investments
 Borrower shall not, and shall not permit any Subsidiary to, directly or indirectly (a) acquire or own, or make any loan, advance or capital contribution (an “Investment”) in or to any person or entity, (b) acquire any Subsidiary (other than pursuant to the terms and conditions of Section 7.5 and upon the satisfaction of each of the conditions set forth in Section 6.10) or create any Subsidiary (unless each of the conditions set forth in Section 6.10 are satisfied), or (c) engage in any joint venture or partnership with any other person or entity, other than, with respect to each of the foregoing clauses (a), (b) and (c): (i) Investments existing on the date hereof and set forth on Schedule B to this Agreement, (ii) Investments in cash and Cash Equivalents (as defined below), (iii) Investments by way of intercompany loans to the extent permitted under Section 7.2(d), (iv) loans or advances to employees of Borrower or any of its Subsidiaries to finance travel, entertainment and relocation expenses and other ordinary business purposes in the ordinary course of business as presently conducted, provided that the aggregate outstanding principal amount of all loans and advances permitted pursuant to this clause (iv) shall not exceed $25,000 at any time, (v) capital contributions by the Borrower or any Guarantor to the Borrower or any Guarantor; and (vi) capital contributions by Borrower or any Guarantor to the Foreign Subsidiaries (A) in an aggregate amount in any fiscal quarter which, when added to the aggregate amount of any loans made by Borrower or any Guarantor to the Foreign Subsidiaries in such fiscal quarter pursuant to Section 7.2(e), shall not exceed twenty percent (20%) of the Balance Sheet Cash of the Borrower as of the first day of the fiscal quarter in which such investment is made and (B) so long as no Default or Event of Default would occur both before and after giving effect to any such capital contribution. The term “Cash Equivalents” means (u) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured by the United States federal government or (ii) issued by any agency of the United States federal government the obligations of which are fully backed by the full faith and credit of the United States federal government, (v) any readily-marketable direct obligations issued by any other agency of the United States federal government, any state of the United States or any political subdivision of an...
Clause type: confidentiality
Each party shall hold, and shall cause its respective Affiliates and representatives to hold, all Confidential Information made available to it in connection with the Exchange in strict confidence, shall not use such information except for the sole purpose of evaluating the Exchange and shall not disseminate or disclose any of such information other than to its directors, officers, managers, employees, shareholders, interest holders, Affiliates, agents and representatives, as applicable, who need to know such information for the sole purpose of evaluating the Exchange (each of whom shall be informed in writing by the disclosing party of the confidential nature of such information and directed by such party in writing to treat such information confidentially). The above limitations on use, dissemination and disclosure shall not apply to Confidential Information that (i) is learned by the disclosing party from a third party entitled to disclose it; (ii) becomes known publicly other than through the disclosing party or any third party who received the same from the disclosing party, provided that the disclosing party had no Knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by the parties; or (iv) is disclosed with the express prior written consent thereto of the other party. The parties shall undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintained. In the event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party, at the expense of the non-disclosing party, in obtaining a protective or similar order with respect to such information; and (iii) provide only that amount of information as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena.
Clause type: definitions
As used in this Article 5, the following terms shall have the respective meanings set forth below:
Clause type: definitions
1.1 Unless the context otherwise requires, the following terms in this Agreement shall have the following meanings:
Clause type: ownership_of_shares
 Any Trustee, officer or agent of the Trust may acquire, own and dispose of Shares to the same extent as if he were not a Trustee, officer or agent. The Trustees may issue and sell and cause to be issued and sold Shares to, and redeem such Shares from, any such Person or any firm or company in which such Person is interested, subject only to the general limitations contained herein or in the Bylaws relating to the sale and redemption of such Shares.
Clause type: investment-company-act
 The Borrower shall not register as, or conduct its business or take any action which shall cause it or the Collateral to be required to be registered as, an investment company under the Investment Company Act; provided that the parties acknowledge that the Fund Investments and the Borrowings by the Borrower shall be subject to any restrictions imposed on the Equity Owner as a business development company under the Investment Company Act.
Clause type: conversion_of_shares
 At the Effective Time, each Share (together with any associated rights to purchase preferred stock issued pursuant to the Rights Agreement dated as of January 27, 2000 between the Company and LaSalle Bank National Association) issued and outstanding immediately prior to the Effective Time (excluding (i) Shares held by any of Prism's subsidiaries and (ii) Shares held by Parent, Acquisition or any other subsidiary of Parent) shall, by virtue of the Merger and without any action on the part of Acquisition, Prism or the holder thereof, be converted into and shall become the right to receive [$7.50] in cash, without interest (the "Cash Merger Consideration"), provided, however, that each such Share held by Parent, Acquisition or any subsidiary of Parent, Acquisition or Prism immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Acquisition, Prism or the holder thereof, be canceled and retired and will cease to exist and no payment shall be made with respect thereto. At the Effective Time, each share of Acquisition Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and shall become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Clause type: payment
 As Additional Rent, Tenant shall pay at the same time the Base Monthly Rent is due an amount equal to Tenant’s Share of that portion of such monthly amortization payment fairly allocable to the Building (as reasonably determined by Landlord) for each month after such improvements are completed until the first to occur of (i) the expiration of the Lease Term (as it may be extended), or (ii) the end of the term over which such costs were amortized.
Clause type: investment_company
 None of the Loan Parties is 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: interest
 All amounts due, owing and unpaid from time to time by any Guarantor hereunder shall bear interest at the interest rate per annum then chargeable with respect to Domestic Rate Loans constituting Revolving Advances.
Clause type: conversion_of_shares
 At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled in accordance with Section 3.1(b) and any Dissenting Shares (as defined in Section 3.1(d)) shall be converted into the right to receive the Offer Consideration, payable to the holder thereof, without any interest thereon (the "Merger Consideration"), less any required withholding taxes, upon surrender and exchange of a Certificate (as defined in Section 3.3).
Clause type: compensation
 In consideration of the services rendered by Employee to Employer hereunder, Employer shall pay to Employee an annual salary of no less than $210,000, subject to annual review and adjustment of no less than a 5% percentage increase, if any, in the U.S. Consumer Price Index during such year (“Base Salary”). This Salary shall be paid on a monthly basis to the employee or a Company owned by the Employee at the option of the Employee.
Clause type: termination
2.1 This Agreement shall continue in full force and effect from the date hereof through the earliest of the following dates, on which date it shall terminate in its entirety:
Clause type: counterparts
This Amendment may be executed in any number of counterparts, each such counterpart constituting an original and all of which when taken together shall constitute one and the same instrument.
Clause type: definitions
For the purposes of the Agreement, the following terms shall have the following meanings:
Clause type: insurance
The properties of each of the Borrowers and each of their Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of any Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Borrower or the applicable Subsidiary operates. The present insurance coverage of the Borrowers and each of their Subsidiaries is outlined as to carrier, policy number, expiration date, type and amount on Schedule 5.10.
Clause type: representations
and Warranties. 3.1. The Company represents and warrants that it is an insurance company duly organized and in good standing under the laws of the State of Minnesota and that it has legally and validly established each Account as a segregated asset account under such law as of the date set forth in Schedule A, and that USAllianz Investor Services, LLC, the principal underwriter for the Contracts, is registered as a broker-dealer under the 1934 Act and is a member in good standing of the National Association of Securities Dealers, Inc.
Clause type: ownership_of_shares
 (a) The shares to be transferred pursuant to this agreement constitute the whole of the issued and allotted share capital of the Company and are fully paid up.
Clause type: entire
Agreement. This Agreement, the schedules, hereto, and all documents, certificates, and other documents to be delivered by the parties pursuant hereto, collectively represent the entire understanding and agreement between Buyer and Seller with respect to the subject matter hereof. This Agreement supersedes all prior negotiations between the parties and cannot be amended, supplemented, or changed except by an agreement in writing that makes specific reference to this Agreement and which is signed by the party against which enforcement of any such amendment, supplement, or modification is sought.
Clause type: investments
 The Investments sector renders to IRSA and IRSA PC the services consisting in sales, acquisitions, Commercial design and Project management of real estate. In addition, it takes part in the businesses of IRSA and IRSA PC arising from governmental grants (exploitation concessions and private initiatives). It renders to IRSA the services consisting in the integration of the different areas of hotels along with their business relations. It carries out activities to optimize and control hotels’ management and organization. It renders to IRSA the services consisting in the integration of the different areas of IRSA International Businesses with its business relationships and performs tasks intended to optimize and control management of such companies. Rental Offices The Rental Offices sector renders to IRSA and IRSA PC the services consisting in commercial management of offices and other real properties of the real estate business. Bolívar Bolívar includes the employees performing activities of support and assistance to the Parties’ Board of Directors.
Clause type: investments
 You may have investment options available to you under your HSA program; if so, you may transfer some of your HSA funds to an investment account. The terms and conditions outlined in the “Investment Account Terms and Conditions” determine how you can participate in the investment account. “Investment Account Terms and Conditions” can be found on the PayFlex member portal.
Clause type: compensation
 A. In consideration of the Distributor’s services in connection with the distribution of Shares of each Fund and Class thereof, the Distributor shall receive the compensation set forth in Exhibit B.
Clause type: ownership_of_shares
 As of the date hereof, such Stockholder beneficially owns the number of shares of Company Class B Common Stock and LLC Units set forth opposite the name of such Stockholder on Exhibit A hereto free and clear of any proxy, voting or transfer restriction, adverse claim or other Lien (except for proxies and restrictions in favor of Parent and its designees expressly arising pursuant to the Support Agreement, transfer restrictions imposed by Holdings LLC Agreement and transfer restrictions of general applicability as may be provided under the Securities Act and state securities laws). Such Stockholder has the sole power to vote (or cause to be voted) such shares of Company Class B Common Stock and LLC Units, the sole power to dispose of such shares of Company Class B Common Stock and LLC Units and good and valid title to such shares of Company Class B Common Stock and LLC Units. As of the date hereof, such Stockholder does not own, beneficially or of record, any securities of Holdings other than such LLC Units.
Clause type: payment
 Payment of the purchase price for the Offered Stock purchased by the Company exercising its Right of First Refusal will be made within ten (10) days after the end of the Company Confirmation Notice Period. Payment of the purchase price will be made, at the option of the Company, (i) in cash (by check), (ii) by cancellation of all or a portion of any outstanding indebtedness of the Seller to the Company, or (iii) by any combination of the foregoing.
Clause type: financing
 The Buyer agrees to use commercially reasonable best efforts to obtain the financing contemplated by the Commitments as soon as possible on the terms set forth in the Commitments. The Company agrees to provide, and will cause its Subsidiaries and their respective officers, directors, employees and accountants (collectively the foregoing Persons are hereinafter referred to as the “Company Representatives”) to provide, reasonable and customary cooperation reasonably requested in connection with the arrangement of such financing, including without limitation, participation in meetings, due diligence sessions, road shows, the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents, the execution and delivery of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other reasonably requested certificates or documents, including a certificate of the chief financial officer of the Company with respect to solvency matters and comfort letters of accountants and such other certificates or documents as the Buyer may reasonably request from time to time.
Clause type: payment
 Payment shall be by making remittance of the amount billed or by making appropriate accounting entries on the books of the applicable companies. Payment shall be accomplished on a monthly basis, and remittance or accounting entries shall be completed within 60 days of billing.
Clause type: interest
 (a) Subject to Section 10.13, the Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate for ABR Loans.
Clause type: taxes
 Seller shall pay any and all documentary, stamp, transfer or similar taxes and charges that may be payable in respect of the entry into this Agreement and the transfer and delivery of the Contract Shares pursuant hereto.
Clause type: governing
Law. THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF).
Clause type: confidentiality
Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.
Clause type: headings
The headings of the sections, subsections, and paragraphs of this Agreement have been added for convenience only and shall not be deemed to be a part of this Agreement.