bhaskrr/legal-clauses huggingface dataset:
Clause type: representations
and Warranties. The Borrower represents and warrants to the Lenders and the Administrative Agent, that (a) the representations and warranties set forth in Article IX of the Credit Agreement (as hereby amended) are true and correct in all material respects (or if such representation and warranty is already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representation and warranty shall be true and correct in all respects) on the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), and as if each reference in said Article IX to “this Agreement” included reference to this Agreement (it being agreed that, subject to the applicable cure periods in the Credit Agreement, it shall be deemed to be an Event of Default under the Credit Agreement if any of the foregoing representations and warranties shall prove to have been incorrect in any material respect when made), and (b) no Event of Default or Unmatured Event of Default has occurred and is continuing.
Clause type: investment-company-act
 The Company will take such steps as shall be necessary to ensure that it shall not become an "investment company" within the meaning of such term under the Investment Company Act, and the rules and regulations of the Commission thereunder.
Clause type: investment-company-act
 The Company will not be or become an open-end investment trust, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act of 1940, as amended.
Clause type: miscellaneous
(a) This Agreement shall not confer upon Grantee any right to continuation of employment by the Company, nor shall this Agreement interfere in any way with the Company’s right to terminate his or her employment at any time.
Clause type: insurance
The Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary for similarly situated companies in the businesses in which the Company and its subsidiaries are engaged. The Company has not been refused any insurance coverage sought or applied for and the Company does not have any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.
Clause type: termination
This escrow shall terminate upon disbursement of the Escrowed Payment in accordance with the terms of this Agreement or earlier upon the agreement in writing of the Purchaser and the Company or resignation of the Escrow Agent in accordance with the terms hereof.
Clause type: representations
and Warranties. The Company represents and warrants to, and agrees with, each Underwriter that:
Clause type: whereas
MassMutual and the Sub-Adviser are investment advisers registered with the Commission as such under the Investment Advisers Act of 1940, as amended (the “Advisers Act”);
Clause type: investments
 Make any Investments other than industrial Properties, cash and Cash Equivalents, deposit accounts and securities accounts maintained in the ordinary course of business, except that an aggregate 30% of Total Asset Value, subject to individual limits set forth below, may be invested in the following categories of assets:
Clause type: compensation
 (a) For that portion of the Trust for which the Sub-Advisor acts as sub-advisor, the Advisor agrees to pay to the Sub-Advisor and the Sub-Advisor agrees to accept as full compensation for all services rendered by the Sub-Advisor pursuant to this Agreement, an annual fee in arrears in an amount equal to [ ]% of the management fees received by the Advisor from the Trust with respect to the average daily value of the Managed Assets of the Trust allocated to the Sub-Advisor. “
Clause type: grant
 The issuance of the Shares under this Agreement shall occur at the principal office of the Company simultaneously with the execution of this Agreement by the parties or on such other date as the Company and Recipient shall agree (the “Grant Date”). As promptly as practicable after the Grant Date, the Company will instruct the Company’s transfer agent to issue, pursuant to Section 4 of this Agreement, the Shares to be acquired by Recipient (which shall be issued in book entry form in Recipient’s name).
Clause type: investments
 (a) Funds which may at any time be held in the Trust Account or the Restricted Cash Account may be invested and reinvested by, or on behalf of, the Borrower in one or more Eligible Investments.
Clause type: termination
This Agreement shall be subject to termination in the absolute discretion of the Representatives, 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 trading in securities generally on the New York Stock Exchange or the Nasdaq Capital Market shall have been suspended or limited or minimum prices shall have been established on such exchange or trading market, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities, (iii) 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 (including, without limitation, an act of terrorism) or change in economic or political conditions the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, 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), (iv) since the respective dates as of which information is given in the Registration Statement, the Statutory Prospectus and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising in the ordinary course of business, (v) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or may materially and adversely affect the business or operations of the Company, or (vi) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your opinion has a material adverse effect on the securities markets in the United States.
Clause type: miscellaneous
(a) The rights and obligations of the Company under your Award shall be transferable by the Company to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns.
Clause type: headings
All headings and titles in this Agreement are for convenience of reference only and shall not affect the interpretation of the terms hereof.
Clause type: headings
The descriptive headings of the paragraphs and subparagraphs of this Agreement are intended for convenience only, and do not constitute parts of this Agreement.
Clause type: entire
Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof. This Agreement may not be amended or otherwise modified or any provision hereof waived except by an instrument in writing signed by the Representatives and the Company.
Clause type: investments
 Make, incur, or suffer to exist any loan, advance, extension of credit or other investment in any Person other than pursuant to the Related Documents.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, and all of which when taken together shall constitute one and the same Agreement.
Clause type: taxes
 Each Borrower Party and its Subsidiaries have filed all tax returns which are required to be filed, and have paid, or made provision for the payment of, all taxes with respect to the periods, property or transactions covered by said returns, or pursuant to any assessment received by such Borrower Party or its respective Subsidiaries, except (a) such taxes, if any, as are being contested in good faith by appropriate proceedings and as to which adequate reserves have been established and maintained, and (b) immaterial taxes; provided, however, that in each case no material item or portion of property of any Borrower Party or any of its Subsidiaries is in jeopardy of being seized, levied upon or forfeited.
Clause type: miscellaneous
(a) This Agreement may be executed in one or more counterparts and it is not necessary that signatures of all parties appear on the same counterpart, but such counterparts together shall constitute but one and the same agreement.
Clause type: headings
Article and section titles have been inserted for convenience of reference only. They are not intended to affect the meaning or interpretation of this Agreement.
Clause type: assignment
This Agreement is for the benefit of and binding upon the parties hereto and their respective successors and assigns. Save as expressly provided herein, no party may assign, transfer or encumber, or purport to assign, transfer or encumber, any right or obligation under this Agreement unless the other party otherwise agrees in writing, except that consent is not required where the Custodian assigns, transfers or encumbers any right or obligation under this Agreement to its Affiliate. This clause shall not restrict the Custodian’s power to merge or consolidate with any party, or to dispose of all or part of its custody business and further provided that this clause shall not restrict the Trust from assigning its rights hereunder to a Shareholder to the extent required for the Trust to fulfil its obligations under the Trust Agreement.
Clause type: investment-company-act
 The Company is not, and immediately after receipt of payment for the LLC Interests pursuant to this Agreement will not be an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: interest
 Any amount required to be paid by the Pledgor or the Company pursuant to the terms hereof that is not paid when due shall bear interest at the Default Rate or the maximum rate permitted by Law, whichever is less, from the date due until paid in full in cash.
Clause type: ownership_of_shares
 First USA is the record and Beneficial Owner of the First USA Shares and the First USA Shares constitute all of the shares of the Company Common Stock owned of record by First USA other than Shares Beneficially Owned by First USA or Bank One in a fiduciary, custodial, collateral or similar capacity. First USA owns the First USA Shares free and clear of all liens, claims, charges, security interests, mortgages or other encumbrances, and the First USA Shares are subject to no rights of first refusal, put rights, other rights to purchase or encumber the First USA Shares, or to any agreements other than this Agreement as to the encumbrance or disposition of the First USA Shares. First USA has sole voting power and sole power to issue instruction with respect to the matters set forth in Section 1 hereof, sole power of disposition, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the First USA Shares, with no limitations, qualifications or restrictions on such rights.
Clause type: capitalization
 The authorized capital stock of Valley consists solely of 108,527,344 shares of Valley Common Stock and 30,000,000 shares of preferred stock, no par value per share (the "Valley Preferred Stock"), which may be divided into classes and into series within any class as determined by the Board of Directors. As of June 30, 2000, there were 60,433,231 shares of Valley Common Stock issued and outstanding net of treasury stock, and 182,746 treasury shares and no shares of Preferred Stock outstanding. Since June 30, 2000, to and including the date of this Agreement, no additional shares of Valley Common Stock have been issued except in connection with the consummation of the acquisition of Hallmark Capital Management, Inc. on July 6, 2000 and exercises of options granted under the Long-Term Stock Incentive Plan of Valley (the "Valley Option Plan") or grants under the Valley Option Plan or grants or options under any option or stock plan assumed by Valley in connection with any other acquisition (the "Acquired Stock Plans"). As of June 30, 2000, except for: (a) 1,878,545 shares of Valley Common Stock issuable upon exercise of outstanding stock options and stock appreciation rights granted pursuant to the Valley Option Plan or the Acquired Stock Plans, and (b) 16,452 shares of Valley Common Stock issuable upon exercise of outstanding stock options granted to a consultant for Valley, there were no shares of Valley Common Stock issuable upon the exercise of outstanding stock options or otherwise. All issued and outstanding shares of Valley Common Stock, and all issued and outstanding shares of capital stock of Valley's Subsidiaries, have been duly authorized and validly issued, are fully paid, nonassessable and free of preemptive rights, and are free and clear of all liens, encumbrances, charges, restrictions or rights of third parties. All of the outstanding shares of capital stock of Valley's Subsidiaries are owned by Valley free and clear of any liens, encumbrances, charges, restrictions or rights of third parties, except as listed in the Valley Disclosure Schedule. Except for the options and stock appreciation rights referred to above under the Valley Option Plan, neither Valley nor any of Valley's Subsidiaries has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Valley or Valley's Subsidiaries or any securities represen...
Clause type: severability
If any provision of this Employment Contract, or the application thereof, will for any reason and to any extent be invalid or unenforceable, the remainder of this Employment Contract and the application of such provisions to other persons or circumstances will be interpreted so as to reasonably effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provisions of this Employment Contract with a valid and enforceable provision that will achieve to the extent possible, the economic, business and other purposes of the void or unenforceable provision.
Clause type: representations
and Warranties. The Company represents and warrants to and agrees with each of the Underwriters that:
Clause type: now
THEREFORE in consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:
Clause type: headings
The headings in this Agreement are inserted fro convenience only and shall be ignored in construing this Agreement.
Clause type: indemnification
In consideration of the execution and delivery of this Agreement by each Lender and the extension of the Commitments, the Borrower hereby indemnifies and holds harmless the Facility Agent, each Lender and each of their respective Affiliates and their respective officers, advisors, directors and employees (collectively, the “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Party (including, without limitation, in connection with any investigation, litigation or proceeding or the preparation of a defense in connection therewith), in each case arising out of or in connection with or by reason of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby or any actual or proposed use of the proceeds of the Loans (collectively, the “Indemnified Liabilities”), except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnified Party’s gross negligence or willful misconduct or the material breach by such Indemnified Party of its obligations under this Agreement, any other Loan Document, the BpiFAE Insurance Policy or Interest Stabilisation Agreement and which breach is not attributable to the Borrower’s own breach of the terms of this Agreement or any other Loan Document or is a claim, damage, loss, liability or expense which would have been compensated under other provisions of the Loan Documents but for any exclusions applicable thereunder. In the case of an investigation, litigation or other proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of its directors, security holders or creditors, an Indemnified Party or any other person or an Indemnified Party is otherwise a party thereto. Each Indemnified Party shall (a) furnish the Borrower with prompt notice of any action, suit or other claim covered by this Section 11.4, (b) not agree to any settlement or compromise of any such action, suit or claim without the Borrower’s prior consent, (c) shall cooperate fully in the Borrower’s defense of any such action, suit or other claim (provided that the Borro...
Clause type: ownership_of_shares
 The Acquiror Company Principal Shareholders and each of the other parties listed on Schedule 6.3, own, of record and beneficially, and have good, valid and indefeasible title to and the right to transfer to the Acquiror Company pursuant to this Agreement, all of their respective Shares as set forth on Schedule 6.3, free and clear of any and all Liens. There are no options, rights, voting trusts, shareholder agreements or any other contracts or understandings to which any of the Acquiror Company Principal Shareholders is a party or by which any of the Acquiror Company Principal Shareholders or the Shares held by the Acquiror Company Principal Shareholders are bound with respect to the issuance, sale, transfer, voting or registration of the Shares. The Acquiror Company Principal Shareholders own, of record or beneficially, no other shares of capital stock, or convertible securities, of the Company and have no rights to acquire any such capital stock or securities.
Clause type: loans
 No Borrower will make any loan or advance to any Person except for (a) travel advances or other advances in an aggregate amount not to exceed $50,000 at any one time outstanding, which are made to any employee of any Borrower in the ordinary course of such Borrower's business and in furtherance of such employee's performance under a contract with a Customer and (b) loans made to a Borrower by any other Borrower.
Clause type: indemnification
Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement. If the foregoing accurately sets forth our understanding and agreement, please sign the enclosed copy of this Agreement and return it to us. Very truly yours, By: /s/ Stephen P. Herbert Name: Stephen P. Herbert Title: Chief Executive Officer By: /s/ Doug Lurio Name: Doug Lurio Title: Managing Member
Clause type: base-salary
 During the Employment Term, Ascena shall pay Executive a base salary at the annual rate of $1,000,000 per year or such higher rate as may be determined from time to time by the Board or a Compensation Committee of the Board (“Base Salary”). Such Base Salary shall be paid in accordance with Ascena’s standard payroll practices for senior executives.
Clause type: interest
 No Owner shall be entitled to interest on its Capital Contribution or on any Profit retained by the Trust.
Clause type: insurance
The Company has made available to Parent a copy of all material insurance policies and all material self insurance programs and arrangements relating to the business, assets and operations of the Company and each of its subsidiaries. Each of such insurance policies is in full force and effect. Since July 1, 2000, neither the Company nor any of its subsidiaries has received any notice or other communication regarding any actual or possible (a) cancellation or invalidation of any such insurance policy, (b) refusal of any coverage or rejection of any material claim under any such insurance policy, or (c) material adjustment in the amount of the premiums payable with respect to any such insurance policy. There is no pending workers' compensation or other claim under or based upon any insurance policy of the Company or any of its subsidiaries.
Clause type: compensation
 Seller will compensate Broker as specified below for procuring a buyer who is ready, willing, and able to purchase the Property or any interest in the Property on the terms of this Agreement or on any other terms acceptable to Seller. Seller will pay Broker as follows (plus applicable sales tax):
Clause type: payment_terms
 All Rent and other payments to Landlord shall be paid by wire transfer or ACH (Automated Clearing House) only. Minimum Rent and Additional Rent shall be paid in advance in equal monthly installments on or before the first (1st) Business Day of each calendar month.
Clause type: interest
 Each Deposit shall bear interest from and including the date of deposit to but excluding the date of withdrawal at the rate of 3.50% per annum (computed on the basis of a 360-day year of twelve 30-day months) payable to the Paying Agent on behalf of the Escrow Agent semi-annually in arrears on each March 1 and September 1, commencing on September 1, 2018 (each, an “Interest Payment Date”), and on the date of the Final Withdrawal (as defined below), or the date of the Replacement Withdrawal (as defined below), as applicable, all in accordance with the terms of this Agreement (whether or not any