bhaskrr/legal-clauses huggingface dataset:
Clause type: investments
 The Borrower shall not invest in (by ----------- capital contribution or otherwise), suffer to exist any investment in, or acquire or purchase or make any commitment to purchase the obligations or capital stock of, or other indicia of equity rights in, any Person, or permit any of its Subsidiaries so to do, except (a) in connection with mergers, consolidations and acquisitions not prohibited by Section 4.7 and (b)(i) the purchase of direct obligations of the government of the United States of America; (ii) certificates of deposit and #90068563. Eurodollar deposits of any bank organized or licensed to conduct a banking business under the laws of the United States or any state thereof or any bank organized under the laws of a foreign country which is licensed to conduct banking business under the laws of the United States or any state thereof and in each case rated A or better by Standard & Poor's Corporation or Moody's Investors Service, Inc. or both; (iii) stock or obligations issued to the Borrower or its Subsidiaries in settlement of claims against others by reason of an event of bankruptcy or a composition or the readjustment of debt or a reorganization of any debtor of the Borrower or its Subsidiaries; (iv) commercial paper of any corporation organized under the laws of any state of the United States having one of the two (2) highest ratings then given by Moody's Investors Service, Inc. or Standard & Poor's Corporation and (v) money market mutual funds having as their primary objectives safety of principal and liquidity and which invest in short term securities with one of the two (2) highest ratings then given by Moody's Investors Service, Inc. or Standard & Poor's Corporation.
Clause type: ownership_of_shares
 Ownership of Acquiring Fund Shares will be shown on the books of each Acquiring Fund's transfer agent. Shares of each Acquiring Fund will be issued simultaneously to its corresponding Selling Fund, in an amount equal in value to the net asset value of each Selling Fund's shares, to be distributed to shareholders of each class of each Selling Fund.
Clause type: investments
 As of the date hereof, the Investments required to be ----------- pledged by the Pledgor hereunder consist of the number and type of shares of capital stock (in the case of issuers that are corporations) or the percentage and type of equity interests (in the case of issuers other than corporations) as described in Annex A. All of the Investments have been duly and validly issued ------- and are fully paid and nonassessable (or, in the case of Interests, not subject to any capital call or other additional capital requirement) and not subject to any preemptive rights, warrants, options or similar rights or restrictions in favor of third parties or any contractual or other restrictions upon transfer.
Clause type: interest
 (a) The Loans comprising each ABR Borrowing (including each Swingline Loan, but excluding Protective Advances and Overadvances) shall bear interest at the Alternate Base Rate plus the Applicable Rate.
Clause type: termination
An end to the Contract prior to the end of its term whether effected pursuant to a right which the Contract creates or for a breach.
Clause type: loans
 (a) Securities to be lent, Lending opportunities, Loan initiation. All Securities of Lender held by Chase that are issued, settled or traded in the markets that have been approved by Chase from time to time for purposes of Chase's discretionary securities lending program shall be subject to the terms hereof. Chase shall seek to assure that Lender receives a fair allocation of lending opportunities vis-a-vis other lenders, taking into account the demand for and availability of Securities, types of Collateral, eligibility of Borrowers, limitations on investments of Cash Collateral, tax treatment, and similar commercial factors. From time to time, Chase may lend to Borrowers Securities held in the Account (except Securities that are no longer subject to the representations set forth in Section 3) and shall deliver such Securities against receipt of Collateral in accordance with the applicable MSLA. Chase shall have the right to decline to make any Loans to any Borrower and to discontinue lending to any Borrower in its sole discretion and without notice to Lender.
Clause type: investment-company-act
 Borrower is not an "investment company" or an "affiliated person" of, or a "promoter" or "principal underwriter" for, an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended. The funding of the Loans by Lender, the application of the proceeds and repayment thereof by the Borrower and the consummation of the transactions contemplated by this Agreement and the other Loan Documents will not result in the violation by the Borrower of any provision of such act or any rule, regulation or order applicable to Borrower issued by a court of competent jurisdiction in the application of such act.
Clause type: compensation
 (a) For all of the services rendered by the Executive hereunder during the Term, the Executive shall receive an annual base salary of $410,000 (the “Base Salary”), payable in accordance with the Company’s regular payroll practices in effect from time to time. The Base Salary will be reviewed on or about December 1, 2014 and annually thereafter by the Board to determine if any increase is appropriate, and if Executive’s Base Salary is increased, then the term “Base Salary” as used in this Agreement shall mean the amount of the Executive’s Base Salary then in effect at the applicable time.
Clause type: vesting
 Except as otherwise provided in this Section 2, the Restricted Stock Units shall become vested, if at all, in the percentage(s), and on the vesting date(s) set forth on Exhibit A hereto (each, a “Vesting Date”), subject to the continued employment of the Employee by the Company or any Subsidiary thereof through such date. Vested Restricted Stock Units shall be settled as provided in Section 3 of this Agreement.
Clause type: definitions
34. The term "Owner" as used in this lease means only the owner of the fee or of the leasehold of the building, or the mortgagee in possession, for the time being of the land and building (or the owner of a lease of the building or of the land and building) of which the demised premises form a part, so that in the event of any sale or sales of said land and building or of said lease, or in the event of a lease of said building, or of the land and building, the said Owner shall be and hereby is entirely freed and relieved of all covenants and obligations of Owner hereunder, and it shall be deemed and construed without further agreement between the parties or their successors in interest, or between the parties and the purchaser, at any such sale, or the said lessee of the building, or of the land and building, that the purchaser or the lessee of the building has assumed and agreed to carry out any and all covenants and obligations of Owner hereunder. The words "re-enter" and "re-entry" as used in this lease are not restricted to their technical legal meaning. The term "rent" includes the annual rental rate whether so expressed or expressed in monthly installments, and "additional rent." "Additional rent" means all sums which shall be due to Owner from Tenant under this lease, in addition to the annual rental rate. The term "business days" as used in this lease, shall exclude Saturdays, Sundays and all days observed by the State or Federal Government as legal holidays and those designated as holidays by the applicable building service union employees service contract or by the applicable Operating Engineers contract with respect to HVAC service. Wherever it is expressly provided in this lease that consent shall not be unreasonably withheld, such consent shall not be unreasonably delayed. ADJACENT EXCAVATION-SHORING: 35. If an excavation shall be made upon land adjacent to the demised premises, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter upon the demised premises for the purposes of doing such work as said person shall deem necessary to preserve the wall or the building of which demised premises form a part from injury or damage and to support the same by proper foundations without any claim for damages or indemnity against Owner, or diminution or abatement of rent. RULES AND REGULATIONS: 36. Tenant and Tenant's servants, employees, agents, visitors, and licensees shall ...
Clause type: entire
Agreement. This Amendment, together with the Credit Agreement and the other Loan Documents, integrates all the terms and conditions mentioned herein or incidental hereto and supersedes all oral representations and negotiations and prior writings with respect to the subject matter hereof.
Clause type: financing
 (a) On or prior to the date of this Agreement, Parent has delivered to the Company a true, complete and correct copy of the fully executed debt commitment letter, together with any related fee letters (with only the fee amount, economic flex and certain other economic terms redacted in a customary manner (none of which could reasonably be expected to adversely affect conditionality, enforceability or termination provisions of the Commitment Letters or reduce the aggregate principal amount of the Financing)), dated as of the date of this Agreement, by and among J.P. Morgan Chase Bank, N.A., Royal Bank of Canada, Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., Parent and STG providing for debt financing as described therein (together, including all exhibits, schedules and annexes, the “Bank Commitment Letter”) and a true, complete and correct copy of the fully executed bridge commitment letter, together with any related fee letters (with only the fee amount, economic flex and certain other economic terms redacted in a customary manner (none of which could reasonably be expected to adversely affect conditionality, enforceability or termination provisions of the Commitment Letters or reduce the aggregate principal amount of the Financing)), dated as of the date of this Agreement, by and among J.P. Morgan Chase Bank, N.A., Royal Bank of Canada, Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc. , Parent and STG providing for debt financing as described therein (together, including all exhibits, schedules and annexes, the “Bridge Commitment Letter,” and, together with the Bank Commitment Letter, the “Commitment Letters”), pursuant to which, upon the terms and subject to the conditions set forth therein, each of J.P. Morgan Chase Bank, N.A., Royal Bank of Canada and Deutsche Bank AG New York Branch has agreed, severally but not jointly, to lend the amounts set forth therein, for the purpose of, among other things, paying the aggregate Cash Consideration. As of the date of this Agreement, the Commitment Letters are in full force and effect and constitute the valid, binding and enforceable obligation of Parent and, to the Knowledge of Parent, the other parties thereto, enforceable in accordance with their terms, in each case, subject to the Enforceability Exceptions. There are no conditions precedent related to the funding of the full amount of the Financing, other than the conditions precedent set forth in the Commitment Letters (such...
Clause type: compensation
 The compensation of the Sub-Adviser for its services under this Contract shall be calculated and paid by the Trust in accordance with the attached Schedule A.
Clause type: ownership_of_shares
 Ownership of Successor Fund Shares will be shown on the books of the Successor Fund's transfer agent. Successor Fund Shares will be issued in the manner described in the Prospectus/Information Statement on Form N-14 (the "Prospectus/Information Statement"), which will be distributed to shareholders of the Predecessor Fund as described in paragraph 8.3.
Clause type: compensation
 The City will pay IC for the Services performed in accordance with one of the provisions checked below: q City will pay 50% of the total compensation fee $4,000.00, upon execution of this Agreement, and the remaining 50 % within 30 days of the full and satisfactory completion of the Services; or q City will pay IC nothing upon execution of this Agreement and the entire amount of compensation [$4,000.00] within thirty (30) days of the full and satisfactory completion of the Services. The City’s payment obligation does not begin to run until a final invoice documenting the time(s) and location(s) of all Services provided under this Agreement has been submitted to the City for review.
Clause type: severability
Any provision of this DPA that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this DPA, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be prohibited or unenforceable in such jurisdiction while, at the same time, maintaining the intent of the parties, it shall, as to such jurisdiction, be so narrowly drawn without invalidating the remaining provisions of this DPA or affecting the validity or enforceability of such provision in any other jurisdiction.
Clause type: headings
The headings contained within this AGREEMENT are for convenience and reference purposes only. They do not form a part hereof and shall not affect the meaning or interpretation of this AGREEMENT.
Clause type: headings
Section headings herein have been inserted for convenience of reference only, are not to be considered a part of this Agreement and will in no way modify or restrict any of the terms or provisions hereof.
Clause type: grant
 3.1 STANFORD hereby grants and LICENSEE hereby accepts an Exclusive license under the Licensed Patents and Licensed Materials to make, have made, import, use, lease, sell and offer for sale and otherwise commercialize and exploit Licensed Products in the Licensed Territory, and practice any method process or procedure within the Licensed Patents in the Licensed Territory.
Clause type: indemnification
(a) AESC agrees that (i) if the Executive is made a party, or is threatened to be made a party, to any threatened or actual action, suit or proceeding, whether civil, criminal, administrative, investigative, appellate or other (each, a "Proceeding") by reason of the fact that he is or was a director, officer, employee, agent, manager, consultant or representative of any of the AE Companies or is or was serving at the request of any of the AE Companies as a director, officer, member, employee, agent, manager, consultant or representative of another entity or (ii) if any claim, demand, request, investigation, dispute, controversy, threat, discovery request or request for testimony or information (each, a "Claim") is made, or threatened to be made, that arises out of or relates to the Executive's service in any of the foregoing capacities, then the Executive shall promptly be indemnified and held harmless by AESC to the fullest extent legally permitted or authorized by AESC's or AEI's certificate of incorporation, bylaws or Board resolutions or, if greater, by the laws of the State of Maryland, against any and all costs, expenses, liabilities and losses (including, without limitation, attorney's fees, judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director, member, employee, agent, manager, consultant or representative of AESC or other entity and shall inure to the benefit of the Executive's heirs, executors and administrators. AESC shall advance to the Executive all costs and expenses incurred by him in connection with any such Proceeding or Claim within 15 days after receiving written notice requesting such an advance. Such notice shall include, to the extent required by applicable law, an undertaking by the Executive to repay the amount advanced if he is ultimately determined not to be entitled to indemnification against such costs and expenses.
Clause type: severability
The provisions of this Agreement are severable, and the invalidity of any provision shall not affect the validity of any other provision. In the event that any court of competent jurisdiction shall determine that any provision of this Agreement or the application thereof is unenforceable because of the duration or scope thereof, the parties hereto agree that said court in making such determination shall have the power to reduce the duration and scope of such provision to the extent necessary to make it enforceable, and that the Agreement in its reduced form shall be valid and enforceable to the full extent permitted by law.
Clause type: investments
 Each Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, make or acquire any Investment except for Permitted Investments.
Clause type: loans
 The Company may borrow from SBARRO, and SBARRO may loan to the Company, all necessary funds for the initial cost of the restaurant(s) and for the operating funds as necessary (the “Loan”). Said Loan shall constitute a full recourse loan repayable by the Company. Said Loan shall bear interest from the dates on which said Loan amounts were advanced to the Company until paid in full at the prime rate as established from time-to-time by European American Bank, or such other recognized banking institution on Long Island, New York as agreed to by the Members. The principal of the Loan shall be amortized and repaid over five (5) years commencing upon the opening of each restaurant. Said Loan shall be repaid, first as to interest and then as to the outstanding principal balance. Notwithstanding anything contained herein, the Company may, subject to Section 6(c) and the other terms of the Agreement, elect to borrow from a lending institution those funds necessary for the initial cost of the restaurant and for operating funds.
Clause type: ownership_of_shares
 The Shareholder hereby represents, warrants and undertakes to each of the Other Joint Offerors and the Offeror as at the date hereof, on the Despatch Date and the Effective Date that:
Clause type: loans
 (a) As of the date of this Agreement, except as set forth in Section 3.21(a) of the Seller Disclosure Memorandum, no Seller Entity is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which a Seller Entity is a creditor which as of March 31, 2014, had an outstanding balance of $300,000 or more and under the terms of which the obligor was, as of March 31, 2014, over ninety (90) days or more delinquent in payment of principal or interest. Set forth in Section 3.21(a) of the Seller Disclosure Memorandum is a true, correct and complete list of (A) all of the Loans of the Seller Entities that, as of March 31, 2014, were classified as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” or words of similar import, together with the principal amount thereof and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans, by category of Loan (e.g., commercial, consumer, etc.), and (B) each asset of the Seller Entities that, as of March 31, 2014, was classified as “Other Real Estate Owned” and the book value thereof.
Clause type: interest
 All interest payable under this Section 13.3 shall be calculated pursuant to 18 C.F.R. § 35.19a(a), as such regulation (or any successor thereto) is in effect during the period during which such interest is due. Amounts not paid when due to Owner or Distribution Company under this Agreement shall bear interest from the date such amount was due until the date of payment of such overdue amount. For the avoidance of doubt, as illustrated in Attachment H, if all or a portion of the amount to which such interest relates is later refunded pursuant to this Agreement, then, in calculating that refund, such interest shall not be included in the refund. Refunds of overpayments owed to Distribution Company by Owner under this Agreement shall begin to accrue interest on the amount subject to refund, as originally invoiced, from the earlier to occur of the due date or the date of payment of the monthly Invoices to which the overpayment relates and shall continue to accrue interest until the date of payment of such refund.
Clause type: headings
Section headings are included in this Agreement for convenience only and shall have no substantive effect on its interpretation.
Clause type: termination
This Guarantee is a continuing and irrevocable guarantee of the Guaranteed Amounts now or hereafter existing and shall terminate and be of no further force and effect with respect to the Funding Agreement and the Notes upon the full payment of the Scheduled Payments or upon the earlier extinguishment of the obligations of Principal Life under the Funding Agreement.
Clause type: compensation
 For the services provided and the expenses assumed pursuant to this Agreement, the Fund(s) will pay the Investment Adviser and the Investment Adviser will accept as full compensation therefor a fee as set forth on Schedule A hereto. The obligation of the Fund(s) to pay the above-described fee to the Investment Adviser will begin as of the date of the initial public sale of shares in the Fund(s). The fee attributable to a Fund shall be the obligation of that particular Fund and not of any other Fund.
Clause type: entire
Agreement. This Agreement, including the Exhibits to this Agreement, represents the entire understanding between the Parties with respect to the subject matter hereof and supersedes all previous oral or written communication or agreements, and all contemporaneous oral communication and agreements between the Parties.
Clause type: assignment
This LGIA may be assigned by a Party only with the written consent of the other Parties; provided that a Party may assign this LGIA without the consent of the other Parties to any Affiliate of the assigning Party with an equal or greater credit rating and with the legal authority and operational ability to satisfy the obligations of the assigning Party under this LGIA; and provided further that the Interconnection Customer shall have the right to assign this LGIA, without the consent of the CAISO or Participating TO, for collateral security purposes to aid in providing financing for the Large Generating Facility, provided that the Interconnection Customer will promptly notify the CAISO and Participating TO of any such assignment. Any financing arrangement entered into by the Interconnection Customer pursuant to this Article will provide that prior to or upon the exercise of the secured party’s, trustee’s or mortgagee’s assignment rights pursuant to said arrangement, the secured creditor, the trustee or mortgagee will notify the CAISO and Participating TO of the date and particulars of any such exercise of assignment right(s), including providing the CAISO and Participating TO with proof that it meets the requirements of Articles 11.5 and 18.3. Any attempted assignment that violates this Article is void and ineffective. Any assignment under this LGIA shall not relieve a Party of its obligations, nor shall a Party’s obligations be enlarged, in whole or in part, by reason thereof. Where required, consent to assignment will not be unreasonably withheld, conditioned or delayed.
Clause type: investment-company-act
 The Seller is not an "investment company" ---------------------- within the meaning of the Investment Company Act of 1940, as amended.
Clause type: notices
Such Seller Party will notify the Agent in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto: