bhaskrr/legal-clauses huggingface dataset:
Clause type: definitions
For purposes of this Chapter: trade in services means the supply of a service: (a) from the territory of a Party into the territory of the other Party; (b) in the territory of a Party by a person of that Party to a person of the other Party; (c) by a service supplier of a Party, through commercial presence in the territory of the other Party; or (d) by a service supplier through presence of natural persons of a Party in the territory of the other Party; juridical person means an entity constituted or organized under applicable law, whether or not for profit, and whether privately or governmentally owned or controlled, including a corporation, trust, partnerhsip, sole proprietorship, joint venture or association; juridical person is: (i) "owned" by persons of a Party if more than 50% of the equity in it is beneficially owned by persons of that Party; (ii) "controlled" by persons of a Party if such persons have the power to name a majority of its directors or otherwise to legally direct its actions; service supplier of a Party means any person of that Party that supplies a service; (3) measure means any measure by a Party, whether in the form of a law, regulation, rule, procedure, decision, administrative action, or any other form; supply of a service includes the production, distribution, marketing, sale and delivery of a service; commercial presence means any type of business or professional establishment, including through: (i) the constitution, acquisition or maintenance of a juridical person; or (ii) the creation or maintenance of a branch or a representative office, within the territory of a Party for the purpose of supplying a service; and natural person of a Party means a natural person who resides in the territory of a Party, and who under the law of that Party is a national of that Party.
Clause type: headings
The Section headings used herein are for convenience only and do not define, limit or construe the content of such sections. All references in this Agreement to Section numbers refer to Sections of this Agreement, unless otherwise indicated.
Clause type: ownership_of_shares
 Such Shareholder holds of record and owns beneficially the number of Shares set forth next to his name on Schedule 1 hereto free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), liens or other encumbrances, options, warrants, purchase rights, contracts, commitments, equities, claims and demands. Such Shareholder is not a party to any option, warrant, purchase right or other contract or commitment (other than this Agreement) that could require such Shareholder to sell, transfer or otherwise dispose of any shares of capital stock of the Company.
Clause type: indemnification
Each Bank severally, to the extent of its Pro-Rata Share, indemnifies the Agent (to the extent the Agent is not reimbursed by the Borrower) for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and/or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against it and/or any of its shareholders, directors, officers, employees, agents, attorneys, contractors or other representatives in any way relating to or arising out of this Agreement, any of the other Credit Documents, any of the transactions contemplated hereby (including, without limitation, the costs, expenses and other amounts which the Borrower is obligated to pay under Section 9.2 hereof), any action or omission taken by the Agent or any of the other indemnified parties referred to above, and/or the enforcement of any of the terms of this Agreement or any of the other Credit Documents; provided; however, that no Bank shall be liable for any portion of any of the foregoing resulting from the gross negligence or willful misconduct of the Agent or any of the other indemnified parties referred to above.
Clause type: conversion_of_shares
 At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of the capital stock of the Company or any shares of capital stock of Merger Sub:
Clause type: ownership_of_shares
 The Company Member owns all of the issued and outstanding Shares of the Company, free and clear of all liens, claims, rights, charges, encumbrances, and Security Interests of whatsoever nature or type.
Clause type: employee_benefits
 (a) Comply with the applicable provisions of ERISA and the Code and any Requirements of Law applicable to any Foreign Plan or Compensation Plan, except where any non-compliance could not reasonably be expected to result in a Material Adverse Effect.
Clause type: base-salary
 The Company will pay to the Executive an annualized base salary of $350,000, which, at the discretion of the Company, may be adjusted from time to time in a manner that is consistent with the Company’s compensation policies in effect for Company employees with a similar title and position (“Base Amount”) but may not be adjusted to any amount lower than $350,000 without the Executive’s consent. The Executive’s Base Salary will be paid in installments that correspond with the Company’s normal payroll practices.
Clause type: ownership_of_shares
 The Seller is the sole holder of record, of the Shares, free and clear of any and all liens, and upon transfer of the Shares to the Company pursuant to Section 1 hereof, the Company will acquire good, valid and marketable title to the Shares, free and clear of any and all liens. The Shareholders have the sole and absolute right and power to sell, assign and transfer the Shares as provided in this Agreement, and there exist no restrictions on the transfer of the Shares to the Company.
Clause type: headings
The heading references herein are for convenience of reference only and do not form part of this Voting Agreement, and no construction or reference shall be derived therefrom.
Clause type: ownership_of_shares
 Such Stockholder Beneficially Owns the Existing Shares set forth opposite such Stockholder’s name on Exhibit A, free and clear of any Liens (other than as set forth on Schedule I hereto), and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Existing Shares) other than this Agreement and any limitations or restrictions imposed under applicable securities Laws. The Existing Shares set forth opposite such Stockholder’s name on Exhibit A constitute all of the shares of Mavericks Common Stock, and all of the Covered Mavericks Shares, Beneficially Owned by such Stockholder.
Clause type: governing
Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
Clause type: ownership_of_shares
 Sellers are the lawful beneficial owners of the Shares, free and clear of any security interest, claim, lien, pledge, option, encumbrance or restriction on transferability (except as may be provided under applicable securities law, rules or regulations or otherwise) whatsoever, and the delivery of said Shares, when delivered to Purchaser by Sellers, will transfer to Purchaser lawful, valid and indefeasible title thereto, free and clear of any and all security interests, claims, liens, pledges, options, encumbrances or restrictions whatsoever.
Clause type: interest
 (a) Each related Advance funded or maintained by an Investor Group during the related Series 2009-1 Interest Period (i) through the issuance of Series 2009-1 Commercial Paper shall bear interest at the CP Rate for such Series 2009-1 Interest Period and (ii) through means other than the issuance of Series 2009-1 Commercial Paper shall bear interest at the Eurodollar Rate (Reserve Adjusted) applicable to such Investor Group for the related Eurodollar Interest Period, in each case except as otherwise provided in the definition of Eurodollar Interest Period or in Section 3.03 or 3.04. Each Funding Agent shall notify HVF and the Administrator of the applicable interest rate for the Advances made by its Investor Group for the related Series 2009-1 Interest Period or Eurodollar Interest Period, as the case may be (including the applicable CP Rate, the Eurodollar Rate (Reserve Adjusted) and/or Series 2009-1 Base Rate, as the case may be) by 11:00 a.m. (New York time) on the second Business Day immediately preceding each Determination Date and on the Business Day following each Payment Date.
Clause type: indemnification
In the event any Registrable Securities are included in a registration statement under this Agreement:
Clause type: loans
 Subject to the terms and conditions set forth herein, each Lender having an Initial Loan Commitment severally agrees to make an Initial Loan to the Borrower on the Restatement Date, in the amount of such Lender’s Initial Loan Commitment as set forth on Schedule 2.01. Amounts borrowed under this Section 2.01 and subsequently repaid or prepaid may not be reborrowed. Initial Loans on the Restatement Date may be made as Eurodollar Rate Loans.
Clause type: capitalization
 The issued and outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of capital stock were issued in violation of the preemptive or other similar rights of any securityholder of the Company and the authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the General Disclosure Package, or the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, any Terms Agreement or any Alternative Sales Agreement, pursuant to the Company’s 2009 Employee Incentive Plan or exercises of options issued thereunder, pursuant to reservations, agreements or employee benefit plans or pursuant to the exercise of warrants, convertible securities or options referred to in the Registration Statement, the General Disclosure Package, or the Prospectus). The Common Stock has been registered pursuant to Section 12(b) of the 1934 Act and is authorized for trading on the Nasdaq Stock Market or listed on another national securities exchange, as such term is used in Section 3 of the 1934 Act (the Nasdaq Stock Market or such other national securities exchange on which the Common Stock is then listed being referred to herein as the “Principal Market”), and the Company has taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock from the Principal Market, nor has the Company received any notification that the Commission or the Principal Market is contemplating terminating such registration or listing.
Clause type: capitalization
 The outstanding shares of Common Stock, Series Seed Preferred Stock, Series 2 Seed Preferred Stock, Series A-1 Preferred Stock, options, warrants and other securities of the Company immediately prior to the initial Closing is as set forth in the section captioned “Security Ownership” in the Offering Circular. Except as set forth in the Offering Circular, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), or agreements of any kind (oral or written) for the purchase or acquisition from the Company of any of its securities.
Clause type: ownership_of_shares
 Stockholder is the beneficial and record owner of, and has the right to vote, the Shares, free and clear of any Lien, option, right of first refusal, co-sale rights or any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Shares) except for any such encumbrances arising hereunder. The term “beneficial owner” and all correlative expressions are used in this Agreement as defined in Rules 13d-3 and 16a-1 under the Securities Exchange Act of 1934, as amended. None of the Shares is subject to any voting trust or other agreement, arrangement or instrument with respect to the voting of such Shares.
Clause type: board
 The Organizer has a Board of Directors (hereafter, the "Board") whose members constitute the governing body of the Charter School (as defined in IC § 20-26-2-
Clause type: payment
 (i) Payment of the purchase price for, and delivery of the Firm Shares shall be made at the offices of Arnold & Porter LLP, Thurman Arnold Building, 555 Twelfth Street, N.W., Washington, D.C. 20004-1206 (or at such other place as may be agreed upon by the Company, the Representatives and the Forward Sellers) at 10:00 a.m. (Eastern Time) on the third (3rd) full business day following the date of this Agreement (or the fourth (4th) full business day if this Agreement is executed and delivered after 4:30 p.m. (Eastern Time)) or at such other time and date not later than seven (7) full business days following the first day that Shares are traded, as the Representatives, the Forward Sellers and the Company may determine, or at such time and date to which payment and delivery shall have been postponed pursuant to Section 9 and Section 12 hereof, (the "Closing Date"). If the Company has not made available to the Representatives copies of the Prospectus within the time provided in Sections 3(f) and 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date or applicable Date of Delivery, as the case may be, until no later than two (2) business days following delivery of copies of the Prospectus to the Representatives.
Clause type: investment-company-act
 The Issuer shall conduct its operations in a manner that will not subject it to registration as an "investment company" under the Investment Company Act of 1940, as amended.
Clause type: investments
 Directly or indirectly, make or acquire any Investment, or incur any liabilities (including contingent obligations) for or in connection with any Investment, except:
Clause type: loans
 Whenever the Borrower makes a request (but not more frequently than twice a week unless Lender consents), Lender shall make loans, advances and/or extend credit to or for the Borrower; but Lender shall not be obligated to make loans, advances and/or extend credit beyond the Line of Credit set forth in the Loan Schedule and subject to deduction of any loan reserves (“Loan Reserves”) Lender deems proper from time to time in its reasonable business discretion, and less amounts Lender may be obligated to pay in the future on behalf of Borrower. Advances under the Line of Credit (“Loans” and individually, a “Loan”) shall be comprised of the amounts shown on the Loan Schedule.
Clause type: whereas
this Agreement has been approved by a vote of the Trust’s board of trustees (“Board of Trustees” or the “Board”), including its disinterested trustees voting separately, in conformity with Section 15(c) of the 1940 Act.
Clause type: capitalization
 (a) Dart's authorized equity -------------- capitalization consists of 3,500,000 shares of Dart Common Stock, par value $1.00 per share, and 3,500 shares of Series A Junior Participating Preferred Stock, par value $.00005 per Share. As of the close of business on April 6, 1998, 1,202,502 shares of Dart Common Stock and no shares of Dart preferred stock were issued and outstanding. Such shares of Dart Common Stock constituted all of the issued and outstanding shares of capital stock of Dart as of such date. All issued and outstanding shares of Dart Common Stock have been duly authorized and validly issued and are fully paid and nonassessable, are not subject to and have not been issued in violation of any preemptive rights and have not been issued in violation of any federal or state securities laws. Except as set forth on Exhibit 6.2 attached hereto, Dart has not, subsequent to ----------- January 31, 1997, declared or paid any dividend on, or declared or made any distribution with respect to, or authorized or effected any split-up or any other recapitalization of, any of the Dart Common Stock, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding capital stock or agreed to take any such action and will not take any such action during the period between the date of this Agreement and the Effective Time. As of the date hereof, all outstanding shares of Dart Common Stock are duly included for trading on Nasdaq.
Clause type: termination
SECTION 8.01 Optional Purchase of All Receivables; Insolvency of the Depositor; Termination of Trust.
Clause type: ownership_of_shares
 The Seller owns beneficially and of record, free and clear of all encumbrances, the number of shares of Merging Corporation Common Stock set forth opposite such Seller's name on Schedule 3.02 hereto.
Clause type: investment-company-act
 No Loan Party, Subsidiary of a Loan Party or, to the best knowledge of such Loan Party, the Parent, is an “investment company” or a company “controlled” by an “investment company” or a “subsidiary” of an “investment company,” within the meaning of the Investment Company Act of 1940.
Clause type: ownership_of_shares
 By AVE's issuance of the AVE Common Shares to the Sellers pursuant to this Agreement, the Sellers will thereby acquire good and marketable title thereto, free and clear of all liens, encumbrances and restrictions of any nature whatsoever, except by reason of the fact that such AVE shares will not have been registered under the '33 Act.
Clause type: loans
 (a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without any premium or penalty (but subject to Section 2.16) subject to prior notice in accordance with paragraph (c) of this Section. (b)In the event and on each occasion that the sum of the Revolving Credit Exposures under any Tranche exceeds the sum of the Revolving Commitments under such Tranche, the Borrowers shall not later than the next Business Day prepay Revolving Borrowings under the applicable Tranche in an aggregate amount equal to such excess, and in the event that after such prepayment of Revolving Borrowings any such excess shall remain, the Borrowers shall deposit with the Administrative Agent cash in US Dollars in an amount equal to such excess as collateral forto be held by the reimbursement obligations of the Borrowers in respect of Letters of Credit under such TrancheAdministrative Agent in accordance with Section 2.06(j); provided that if such excess results from a change in currency exchange rates, such prepayment and deposit shall be required to be made not later than the fifth Business Day after the day on which the Administrative Agent shall have given Parent notice of such excess. Any cash so deposited (and any cash previously deposited pursuant to this paragraph) with the Administrative Agent shall be held in an account over which the Administrative Agent shall have sole dominion and control, including exclusive rights of withdrawal. Other than any interest earned on the investment of such deposits, which investment shall be in Permitted Investments and shall be made in the discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for the portion of LC Disbursements for which it has not been reimbursed that is allocable to such Tranche and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure allocable to such Tranche at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of the Majority in Interest of Lenders under such Tranche), be applied to satisfy other obligations of the Borrowers under this Agreement. If the Borrowers have provided cash collateral pu...
Clause type: investment-company-act
 The Transferor (i) is not a “covered fund” under Section 13 of the Bank Holding Company Act of 1956, as amended (together with the implementing regulations thereunder, commonly referred to as the “Volcker Rule”) and (ii) is neither required to be registered as an “investment company” nor is it “controlled by” an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”). In determining that the Transferor is not a “covered fund,” the Transferor is entitled to rely on the exception to the definition of “investment company” set forth in Section 3(c)(5) of the Investment Company Act of 1940, as amended.
Clause type: whereas
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co. as representative (the “Representative”) of the several underwriters (the “Underwriters”) named therein; and
Clause type: interest
 In the event any benefits due to Employee are not paid when due hereunder, Employee shall be entitled (in addition to his other rights and remedies) to interest on the past due amounts at a rate equal to two percentage points above the prime rate of interest as published in the Wall Street Journal, such interest to commence on the date a benefit was due hereunder.
Clause type: termination
This Agreement may be terminated upon the occurrence of any of the following events:
Clause type: headings
The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.
Clause type: definitions
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated June , 2014, among the Company and the purchasers signatory thereto.
Clause type: notices
Any notice, report or other communication given hereunder shall be in writing and addressed as follows:
Clause type: payment
 Payment of the purchase price for, and delivery of, the Initial Units shall be made at the offices of Latham & Watkins LLP, 717 Texas Avenue, Suite 1600, Houston, Texas 77002, or at such other place as shall be agreed upon by the Representatives, the Partnership and the Parent, at 9:00 A.M. (Eastern time) on March 4, 2011 (unless postponed in accordance with the provisions of Section 11 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives, the Partnership and the Parent (such time and date of payment and delivery being herein called “Closing Date”). In addition, in the event that any or all of the Option Units are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Units shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives, the Partnership and the Parent, on each Option Closing Date as specified in the notice from the Representatives to the Partnership and the Parent. Payment shall be made to the Parent on behalf of the Selling Unitholder by wire transfer of immediately available funds to a single bank account designated by the Parent against delivery to the Representatives for the respective accounts of the Underwriters of the Units to be purchased by them. The Parent shall cause the Selling Unitholder to deliver the Initial Units and the Option Units, if any, through the facilities of the DTC. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Units and the Option Units, if any, which it has agreed to purchase. Wells Fargo, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Units or the Option Units, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Date or the relevant Option Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.