bhaskrr/legal-clauses huggingface dataset:
Clause type: indemnification
The Lenders agree to indemnify each Agent and the Revolving Facility Lenders agree to indemnify each Issuing Bank, in each case in its capacity as such (to the extent not reimbursed by Holdings or the Borrower and without limiting the obligation of Holdings or the Borrower to do so), in the amount of its pro rata share (based on its aggregate Revolving Facility Credit Exposure and, in the case of the indemnification of each Agent, outstanding Term Loans and unused Commitments hereunder; provided, that the aggregate principal amount of Swingline Loans owing to the Swingline Lender and of L/C Disbursements owing to any Issuing Bank shall be considered to be owed to the Revolving Facility Lenders ratably in accordance with their respective Revolving Facility Credit Exposure) (determined at the time such indemnity is sought), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent or such Issuing Bank in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent or such Issuing Bank under or in connection with any of the foregoing; provided, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s or such Issuing Bank’s gross negligence or willful misconduct. The failure of any Lender to reimburse any Agent or any Issuing Bank, as the case may be, promptly upon demand for its ratable share of any amount required to be paid by the Lenders to such Agent or such Issuing Bank, as the case may be, as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse such Agent or such Issuing Bank, as the case may be, for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse such Agent or such Issuing Bank, as the case may be, for such other Lender’s ratable share of such amount. The agreement...
Clause type: entire
Agreement. This Agreement sets forth the entire agreement and supersedes any and all prior agreements of the Parties with respect to the transactions set forth herein. Neither Party will be bound by, and each Party specifically objects to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.
Clause type: capitalization
 As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 shares of Common Stock with $.0001 par value per share, of which as of the date hereof, 268,831,733 shares are issued and outstanding. Except as disclosed in the Company's publicly available filings with the SEC:
Clause type: insurance
Each Obligor has obtained or agreed to obtain physical damage insurance (which insurance shall not be force placed insurance) covering the related Financed Vehicle in accordance with the Seller’s normal requirements.
Clause type: headings
The headings used in this Agreement have been inserted for convenience and do not constitute matter to be construed or interpreted in connection with this Agreement.
Clause type: base-salary
 During the Term, Employee’s base salary shall be at the annualized rate of $820,000, which salary may be increased (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion (the “Base Salary”), which Base Salary shall be payable in regular installments in accordance with the Company’s general payroll practices.
Clause type: loans
 Make any loans or other advances of money to any Person, except (a) advances to an officer or employee for salary, travel expenses, commissions and similar items in the Ordinary Course of Business; (b) prepaid expenses and extensions of trade credit made in the Ordinary Course of Business; (c) deposits with financial institutions permitted hereunder; (d) intercompany loans by an Obligor to another Obligor; and (e) as long as no Default or Event of Default exists, intercompany loans by an Obligor to any subsidiary that is not an Obligor in an aggregate outstanding amount of up to $250,000 at any time.
Clause type: headings
The headings listed herein are for convenience only and do not constitute matters to be construed in interpreting this Amendment.
Clause type: ownership_of_shares
 The Trust is the record and beneficial owner of 45,815,000 shares (the "Shares") of Class B common stock, no par value, of the Company, free and clear of any Lien and, subject to applicable law, free of any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Shares). None of the Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares. Except for the Shares, the Trust does not beneficially own any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. Upon tender of Shares by the Trust pursuant to the Offer and acceptance for payment and payment for the Shares by Merger Subsidiary or sale of Shares pursuant to the Option, Merger Subsidiary shall be the owner of the Shares owned or held by the Trust free and clear of any Lien other than any Lien created by Parent or Merger Subsidiary or their affiliates. The execution and delivery of this Voting and Tender Agreement by the Trust does not and the performance of this Voting and Tender Agreement by the Trust shall not require any consent, approval, authorization or permit of, or filing with or notification to, any court or arbitrator or any governmental body, agency or official except for applicable requirements, if any, of the 1934 Act, and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by the Trust of its obligations under this Voting and Tender Agreement.
Clause type: interest
 4.1 You do not need to have a minimum amount in the account to earn interest.
Clause type: headings
The headings of this Contract are for the convenience of reference only and shall not affect in any manner any of the terms and conditions hereof.
Clause type: interest
 As to any Certificate, any ownership or security interest in such Certificate, including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee. Pass-Through Rate: As defined in the Series Supplement.
Clause type: taxes
 (1) Except as required by applicable Law, all payments by or on account of any Loan Party to or for the account of any Agent or any Lender under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes.
Clause type: loans
 Make any loans or advances, except (a) to officers, directors, partners and employees of the Obligors in the Ordinary Course of Business in an amount greater than $200,000 to any individual at any time or in an aggregate amount greater than $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (b) prepaid expenses and extensions of trade credit made in the Ordinary Course of Business; (c) deposits with financial institutions permitted hereunder; and (d) as long as no Default or Event of Default exists, intercompany loans by an Obligor to another Obligor, provided that intercompany loans from the US Borrowers (i) to the Canadian Guarantors shall not exceed $500,000 in the aggregate at any time and (ii) to the UK Guarantors shall not exceed $1,000,000 in the aggregate at any time.
Clause type: representations
and Warranties. The representations and warranties of Parent and Sub set forth in Section 4.2 that are qualified by materiality shall be true and correct and such representations and warranties of Parent and Sub set forth in Section 4.2 that are not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except to the extent such representations and warranties speak as of an earlier date and except for changes permitted or contemplated by this Agreement, and except, in the case of any such breach, where such breach would not, individually or in the aggregate, materially and adversely affect the Financing described in Section 4.2(d) or the ability of Parent and Sub to consummate the Offer and the Merger. The Company shall have received an officers' certificate signed on behalf of Parent to the effect set forth in this paragraph.
Clause type: capitalization
 The authorized equity securities of AMVC consist of 60 million shares of common stock, without par value, of which 12,870,000 shares are issued and outstanding and 3 million shares of Preferred Stock, of which 119,106 shares of Company Series B Stock are issued and outstanding. Schedule 2.9 sets forth all outstanding options or other rights to acquire any securities of the Company, together with the exercise prices therefor. All of the outstanding equity securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. There are no Contracts relating to the issuance, sale, or transfer of any equity securities or other securities of the Company. Since January 1, 1994, none of the outstanding equity securities or other securities of the Company was issued in violation of the Securities Act or any applicable securities laws. The Company owns 100% of all of the outstanding securities, and there are no outstanding rights to acquire any securities, of Applied Laser Systems, Inc.; SRC Vision, Inc.; ARC Netherlands BV and Ventek, Inc. (the "Wholly Owned Subsidiaries"). All representations made in this Section 3 with respect to the Company are also made with respect to each Wholly Owned Subsidiary when taken in the context of having a Material Adverse Effect on the Company. Except as set forth in Part 3.3 of the Disclosure Letter, the Company does not own, and does not have any Contract to acquire, any equity securities or other securities of any Person (including any Subsidiary) or any direct or indirect equity or ownership interest in any other business.
Clause type: base-salary
 During the Term, the Company shall pay the Executive for his services an annual Base Salary equal to dollars ($ ), subject to any increases approved by the Board of Directors (the “Board”) or its Compensation Committee (the “Committee”). Such Base Salary shall be paid in accordance with the Company’s payroll schedule. Any increase in Base Salary shall not serve to limit or reduce any other obligations to the Executive under this Agreement.
Clause type: base-salary
 As compensation for the services to be rendered by Employee during the period of employment hereunder, and upon the condition that Employee shall fully and faithfully keep and perform all of the terms and conditions hereof, Employer shall pay Employee a base salary of $170,000.00 per year, less income tax withholdings and other normal employee deductions (the “Base Salary”). Such Base Salary shall be payable in equal installments according to the normal payroll practices of Employer. The Employer will consider increases in the Base Salary at the end of each year during the term of this Agreement.
Clause type: ownership_of_shares
 On the date hereof, the Owned Shares are owned of record or beneficially by Seller and, on the date hereof, the Owned Shares constitute all of the Shares owned of record or beneficially by Seller. Seller has sole voting power and sole power of disposition with respect to all of the Owned Shares, with no restrictions, subject to applicable federal securities laws, on Seller's rights of disposition pertaining thereto.
Clause type: miscellaneous
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in a writing signed by the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement. References to Sections are to references to Sections of this Agreement. Any reference in this Agreement to a provision of a statute, rule or regulation will also include any successor provision thereto. Whenever used herein, the masculine includes the feminine.
Clause type: base-salary
 The Company will pay Employee a base salary (the “Base Salary”) at an annual rate of Three Hundred Fifty Thousand Dollars ($350,000.00), payable in equal installments in accordance with the Company’s customary payroll practices as in effect from time to time. The Base Salary may be reviewed from time to time by the Company and may be increased in the sole discretion of the Board. The Base Salary may also be decreased in connection with any Company-wide decrease in executive compensation.
Clause type: investment-company-act
 Neither Holdings nor any of its Subsidiaries, is an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, or controlled by such a company.
Clause type: now
THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer agree as follows:
Clause type: investment-company-act
 No Obligor is an "investment company" within the meaning of the United States Investment Company Act of 1940.
Clause type: loans
 Subject to the terms and conditions set forth herein, each Lender agrees to make Loans to any of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Credit Exposure exceeding such Lender’s Commitment or (ii) the total Credit Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Loans.
Clause type: capitalization
 As of the date hereof, the authorized capital stock of the Company consists of (i) 20,000,000 shares of Common Stock, of which as of the date hereof, 4,825,736 shares are issued and outstanding, 574,845 are held as treasury shares, 3,000,000 shares are reserved for issuance pursuant to the Company's stock option plan and 75,000 shares are issuable and reserved for issuance pursuant to securities (other than the Debentures or stock options issued pursuant to the Company's stock option plan) exercisable or exchangeable for, or
Clause type: grant
 NOW, THEREFORE, in consideration of (A) Ten Dollars ($10.00) in hand paid, the receipt and sufficiency of which are hereby acknowledged, and (B) the foregoing Recitals, for the purpose of securing the complete and timely performance and payment of all present and future indebtedness, liabilities and obligations which the Grantor has from time to time incurred or may incur or be liable to the Lenders and the Beneficiary (each, a “Secured Party”, collectively, the “Secured Parties”) under or in connection with the Obligations Secured, THE GRANTOR HEREBY CONVEYS TO TRUSTEE AND HEREBY GRANTS, ASSIGNS, TRANSFERS AND SETS OVER TO TRUSTEE, IN TRUST WITH POWER OF SALE FOR THE USE AND BENEFIT OF BENEFICIARY, AND GRANTS BENEFICIARY (for the benefit of the Secured Parties) A SECURITY INTEREST IN the real estate legally described in Exhibit A hereto (the “Land”) in Baltimore City (the “City”), Maryland (the “State”); together (i) with all right, title and interest, if any, that the Grantor may now have or hereafter acquire in and to all improvements, buildings and structures of every nature whatsoever now or hereafter located on the Land; and (ii) all air rights, water rights and powers, development rights or credits, zoning rights or other similar rights or interests that benefit or are appurtenant to the Land (all of the foregoing, including the Land, the “Premises”);
Clause type: capitalization
 The authorized capital stock of the Company consists of 50,000,000 shares of Common Stock, of which 4,200,000 shares are issued and outstanding, 4,600,000 shares of Series A Preferred Stock ("Series A Preferred"), none of which are issued and outstanding prior to the Series A Closing Date, 6,350,000 shares of Series B Preferred Stock ("Series B Preferred"), none of which are issued and outstanding prior to the Series A Closing Date, and 7,350,000 shares of Series C Preferred, none of which are issued or outstanding prior to the Series A Closing Date. All such issued and outstanding shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. The Company has reserved (i) 4,600,000 shares of Common Stock for issuance upon conversion of the Series A Preferred, 6,350,000 shares of Common Stock for issuance upon conversion of the Series B Preferred, and 7,350,000 shares of Common Stock for issuance upon conversion of the Series C Preferred and (ii) 10,200,000 shares of Common Stock for issuance to employees pursuant to the Company's 1998 Stock Plan, none of which are subject to outstanding options, and 7,800,000 of which remain available for future grant. The Series A Preferred, Series B Preferred and Series C Preferred shall have the rights, preferences, privileges and restrictions set forth in the Restated Articles. Except as set forth in Exhibit C hereto, and as set forth in the Shareholder Rights Agreement, there are no options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of capital stock or other securities of the Company. Except for the Shareholders Rights Agreement, the Company is not a party or subject to any agreement or understanding which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. Assuming the accuracy of each Purchaser's representations in Section 4 below, upon issuance in accordance with this Agreement and the Company's Restated Articles, the Shares will have been issued in compliance with all federal and state securities laws.
Clause type: vesting
 Subject to Section 3.2 hereof, if the Grantee remains continuously employed by the Corporation through the close of business on the dates listed below, the restrictions on Disposition on the number of shares of restricted Common Stock set forth next to such particular date (as may be adjusted under Section 14 of the Plan) will lapse upon such date and the Grantee shall receive the shares of Common Stock free of such restrictions on Disposition:
Clause type: entire
Agreement. This Agreement and the Confidentiality Agreement contain the entire understanding among the parties hereto with respect to the transactions contemplated hereby and supersede and replace all prior and contemporaneous agreements and understandings, oral or written, with regard to such transactions. All Exhibits and Schedules hereto and any documents and instruments delivered pursuant to any provision hereof are expressly made a part of this Agreement as fully as though completely set forth herein.
Clause type: severability
The provisions of this Declaration are severable. If the Trustees determine, with the advice of counsel, that any provision hereof conflicts with the 1940 Act, the regulated investment company provisions of the Internal Revenue Code or with other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of this Declaration; provided, however, that such determination shall not affect any of the remaining provisions of this Declaration or render invalid or improper any action taken or omitted prior to such determination. If any provision hereof shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision only in such jurisdiction and shall not affect any other provision of this Declaration.
Clause type: ownership_of_shares
 It is the record and beneficial owner of the Shares and upon consummation of the transactions contemplated by this Agreement, Valhi will acquire good and marketable title to the Shares, free and clear of any liens, encumbrances, security interests, restrictive agreements, claims or imperfections of any nature whatsoever, other than restrictions on transfer imposed by applicable securities laws.
Clause type: esop
 As of the Closing Date, the execution and consummation of the transactions contemplated by this Agreement by Seller will not:
Clause type: investment-company-act
 Leo is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company,” in each case within the meaning of the Investment Company Act. Leo constitutes an “emerging growth company” within the meaning of the JOBS Act.
Clause type: headings
The headings of the Paragraphs of this Agreement have been included only for convenience, and shall not be deemed in any manner to modify or limit any of the provisions of this Agreement, or be used in any manner in the interpretation of this Agreement.
Clause type: investment-company-act
 The Borrower or its assets shall at any time become required to be registered as an “investment company” under the Investment Company Act.
Clause type: base-salary
 During the Term, the Company shall pay the Employee a base salary (the “Base Salary”) at the annualized rate of $275,000, which shall be subject to customary withholdings and authorized deductions and be payable in equal installments in accordance with the Company’s customary payroll practices in place from time to time. The Employee’s Base salary and title shall be subject to, on an annual basis beginning in October 2017, periodic review and adjustments as the Board and/or the Compensation Committee of the Board (the “Compensation Committee”) shall in its/their discretion deem appropriate.