bhaskrr/legal-clauses huggingface dataset:
Clause type: taxes
 (a) All payments made by or on behalf of Borrower under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (the “Tax Liabilities”), excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Lender as a result of a present or former connection between such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in such jurisdiction (other than any such connection arising solely from such Lender’s having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement if, at the time such Lender first became a party to this Agreement, the applicable Governmental Authority would not have imposed such taxes but instead such taxes are a result of a change in relevant tax law including, but not limited to a change in the generally accepted interpretation of existing tax law). If Borrower shall be required by law to deduct any such Tax Liabilities (or amounts in estimation or reimbursement for the same) from or in respect of any sum payable hereunder to Lender, then the sum payable hereunder shall be increased (such increase, “additional amounts”) as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made.
Clause type: capitalization
 The authorized capital stock of Parent at March 30, 2001 consists of (a) 25,000,000 shares of Parent Common Stock $0.001 par value per share, of which 12,304,572 shares outstanding; and 225,000 shares are held in treasury and (b) 5,000,000 shares of Preferred Stock, $0.001 par value per share, of which no shares are issued and outstanding. As of the date hereof, (i) all of the issued and outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and non-assessable and were not issued in violation of any preemptive rights or any federal or state securities laws, (ii) no shares of Parent Common Stock are held by Subsidiaries of Parent, and (iii) 2,306,309 shares of Parent Common Stock are reserved for future issuance under outstanding Options.
Clause type: loans
 The Sponsor has made loans to the Company in the aggregate amount of [$275,000], as described in the Registration Statement (the “Insider Loans”). The Insider Loans do not bear any interest and are repayable by the Company on the consummation of an initial Business Combination.
Clause type: ownership_of_shares
 The Stockholder owns of record and beneficially all of the Shares set forth on the signature page hereto and has good and marketable title to such Shares. The Stockholder does not own any equity interest in the Company other than as set forth on the signature page hereto. The Stockholder has sole voting power (or shared voting power solely with its affiliates), without restriction, with respect to all of the Shares. The Stockholder has not entered into any agreement to sell, assign, transfer, pledge, encumber or otherwise dispose of any of the Shares, other than the Pledge and Security Agreement between Lau Acquisition Corp. d/b/a Lau Technologies and Fleet National Bank dated as of May 30, 2003, as amended.
Clause type: termination
The obligations of the Underwriters hereunder may be terminated by the Representatives, in their absolute discretion, by notice given to and received by the Depositor or the Bank prior to delivery of and payment for the Notes if, prior to that time, any of the events described in Section 5(v) shall have occurred or any of the other conditions described in Section 5 shall not be satisfied.
Clause type: ownership_of_shares
 On the date hereof, and except as specifically set forth on SCHEDULE A attached hereto, such Shares are owned beneficially by such Stockholder or its nominee. Such Stockholder has sole voting power, without restrictions, with respect to all of such Shares. Stockholder does not beneficially own any shares of capital stock of the Company other than the Shares.
Clause type: capitalization
 Except for any shares issuable upon exercise of options issued pursuant to employee benefit plans disclosed in the Company’s SEC Documents, the capitalization of the Company is as described in the Company’s SEC Documents. All of the Company’s outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. The Company’s Common Stock is registered pursuant to Section 12(b) of the Exchange Act of 1934, and is listed for trading on the Principal Market (as defined below). Except as set forth in this Agreement, the Registration Rights Agreement and as set forth in the SEC Documents, (i) no shares of the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances; (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries (other than any such options, warrants, scrip, rights, calls, commitments, securities, understandings and arrangement outstanding under plans disclosed in the SEC Documents (as defined below)); (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (v) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement; (vi) the Company does not ha...
Clause type: definitions
The following terms, as used in this Agreement, have the following meanings:
Clause type: ownership_of_shares
 Neither the Purchaser, nor any of its Affiliates owns (directly or indirectly, beneficially or of record) any shares of Company Common Stock and neither the Purchaser nor any of its Affiliates holds any rights to acquire shares of Company Common Stock except pursuant to this Agreement.
Clause type: compensation
 During the term of Employee's Employment and in accordance with the terms hereof, NOVA shall pay or otherwise provide to Employee the following compensation:
Clause type: definitions
For all purposes of this Servicing Agreement, except as otherwise expressly provided herein or unless the context otherwise requires, capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Definitions contained in Appendix A to the Indenture which is incorporated by reference herein. All other capitalized terms used herein shall have the meanings specified herein.
Clause type: miscellaneous
(a) As hereby amended and supplemented, the Agreement shall remain in full force and effect. In the event of a conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall control with respect to the services described herein.
Clause type: interest
 Subject to prior conversion as set forth in Section 3, the Borrower shall pay interest on the outstanding Principal Amount of this Note on the Maturity Date. Interest on this Note shall accrue on the outstanding principal amount from the date of issuance until repayment of the Principal Amount and payment of all accrued interest in full. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. In the event this Note is not repaid on the Maturity Date, the rate of interest applicable to the unpaid Principal Amount shall be adjusted to thirteen (13%) percent per annum from the date a default in this Note first occurs until repayment, provided, that in no event shall the interest rate exceed the highest lawful rate as provided below. All agreements herein are expressly limited so that in no contingency or event whatsoever, whether by reason of advancement of the proceeds hereof, acceleration of maturity of the unpaid principal balance hereof, or otherwise, shall the amount paid or agreed to be paid to the Lender for the use, forbearance or detention of the money to be advanced hereunder exceed the highest lawful rate permissible under applicable usury laws. If, from any circumstances whatsoever, fulfillment of any provision in this Note at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law that a court of competent jurisdiction may deem applicable hereto, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity and if from any circumstance the Lender shall ever receive as interest an amount that would exceed the highest lawful rate, such amount that would be excessive interest shall be applied to the reduction of the unpaid principal balance due hereunder and not to the payment of interest.
Clause type: insurance
Schedule 2.17 of the GHH Disclosure Schedule sets forth a true and complete list and brief summary description (including information on the premiums payable in connection therewith, the scope and amount of the coverage provided thereunder, and the expiration dates) of directors and officers liability and general liability insurance policies maintained by GHH. Complete and correct copies of each such policy have been delivered by GHH to Premier. All such policies are in full force and effect and no notice of cancellation has been given with respect to any such policy. All premiums due thereon have been paid in a timely manner. There are no pending claims or, to the knowledge of GHH, threatened claims, under any of GHH’s insurance policies.
Clause type: entire
Agreement. This Agreement contains all of the terms agreed upon or made by the parties relating to the subject matter of this Agreement, and supersedes all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, respecting such subject matter.
Clause type: confidentiality
Each of the Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates' directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any regulatory authority; (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder; (f) subject to an agreement containing provisions substantially the same as those of this section, to (i) any permitted assignee of or participant in any of its rights or obligations under this Agreement, or (ii) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty's or prospective counterparty's professional advisor) to any credit derivative transaction relating to obligations of the Borrowers; (g) with the consent of the Borrowers; (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this section, or (ii) becomes available to the Agent or any Lender on a nonconfidential basis from a source other than the Borrowers; or (i) if the applicable Lender is an insurance company, to the National Association of Insurance Commissioners or any other similar organization to the extent requested in connection with a review of such Lender. In addition, the Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement (but not about the Borrowers) to market data collectors, similar service providers to the lending industry, and service providers to the Agent and the Lenders in connection with the administration and management of this Agreement and the other Transaction Documents. For the purposes of this section, "
Clause type: definitions
Any capitalized term used herein and not defined shall have the meaning assigned to it in the Credit Agreement.
Clause type: counterparts
This Ninth Supplemental Indenture may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
Clause type: miscellaneous
1. As amended and appended hereby, all terms and provisions of the Agreement are hereby ratified and affirmed as of the date hereof and are hereby extended to give effect to the terms hereof.
Clause type: capitalization
 The authorized capital stock of Maker consists of 125,000,000 shares of Common Stock, par value $0.001 per share and 15,000,000 shares of Preferred Stock, par value of $0.001 per share. As of the date hereof, 19,028,779 shares of Common Stock are issued and outstanding and no shares of preferred stock of any kind are issued and outstanding. No other shares of any class or series of Maker's capital stock are authorized and/or issued and outstanding. All issued and outstanding shares of capital stock of Maker have been duly authorized and validly issued, and are fully paid and non-assessable, and have been offered, sold and delivered by Maker in compliance with all applicable federal and state securities laws. Except as set forth in Schedule 14.6, no subscription, warrant, option, convertible security, or other right (direct or indirect, contingent or otherwise) to purchase or otherwise acquire any equity securities of Maker is authorized or outstanding, and there is no agreement, promise, commitment, undertaking or letter of intent of any kind (direct or indirect, contingent or otherwise) by Maker to issue any shares, subscriptions, warrants, options, convertible securities, or other such rights, or to distribute to holders of any of its equity securities any evidence of indebtedness or asset. Except as set forth in Schedule 14.6, Maker has no obligation of any kind (direct or indirect, contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Schedule 14.6 includes a true, accurate and complete statement describing the total number of shares of Maker outstanding as of the date of this Note (on a fully diluted basis, including, without limitation, all warrants and options outstanding (whether or not currently exercisable), all convertible instruments of any kind (whether or not currently convertible), shares of all classes of stock, and any agreements, promises, commitments, undertakings or letters of intent to issue any of the foregoing.
Clause type: ownership_of_shares
 Shareholders shall have transferred all the Shares to Buyer, free and clear of all Liens, with transfer taxes, if any, paid by Shareholders. No claim shall have been filed, made or threatened by any Person asserting that such Person is entitled to any part of the Final Purchase Price paid for the Shares.
Clause type: loans
 On the terms and subject to the conditions set forth in this Agreement, the Lender (i) shall make loans in an aggregate amount not to exceed the Commitment Amount, and (ii) in the event that the Outstanding Aggregate Loan Amount is equal to, or greater than, the Commitment Amount, may, in its sole discretion, make loans on an uncommitted basis in an aggregate amount not to exceed the Uncommitted Amount (each loan under the preceding subclauses (i) and (ii), a “Loan”) to the Borrowers from time to time. Lender shall distribute the proceeds of such Loan to the Borrowers on the related Funding Date in accordance with Section 2.03.
Clause type: financing
 Parent has or will have available, prior to the Effective Time, sufficient cash in immediately available funds to pay all Cash Consideration required to be paid pursuant to Article II hereof and to consummate the Merger and other transactions contemplated hereby.
Clause type: taxes
 Except as would not, individually or in the aggregate, be reasonably expected to have a Parent Material Adverse Effect:
Clause type: interest
 The unpaid principal balance of the Loan shall bear interest at the rate or rates provided in the Note.
Clause type: confidentiality
(a) Each party to this Agreement shall use Confidential Information only in connection with the transactions contemplated hereby (including the Initial Public Offering) and shall not disclose any Confidential Information about any other party to any Person unless the party desiring to disclose such Confidential Information receives the prior written consent of the party about whom such Confidential Information pertains, except (i) to any party's directors, officers, employees, agents, advisors and representatives who have a need to know such Confidential Information for the performance of their duties as employees, agents or representatives, (ii) to the extent strictly necessary to obtain any Consents including, without limitation, any Regulatory Approvals, that may be required or advisable to consummate the transactions contemplated by this Agreement, (iii) to enforce such party's rights and remedies under this Agreement, (iv) with respect to disclosures that are compelled by any Requirement of Law or pursuant to any Legal Proceeding; provided, that the party compelled to disclose Confidential Information pertaining to any other party shall notify such other party thereof and use his or its commercially reasonable efforts to cooperate with such other party to obtain a protective order or other similar determination with respect to such Confidential Information; (v) made to any party's legal counsel, independent auditors, investment bankers or financial advisors under an obligation of confidentiality; (vi) to other Founding Companies or Potential Founding Companies; or (vii) as otherwise permitted by Section 5.10 of this Agreement.
Clause type: representations
and Warranties. Each of the representations and warranties of Parent and Purchaser set forth in this Agreement, in each case, made as if none of such representations and warranties contained any qualification or limitation as to “materiality” or Parent Material Adverse Effect, shall be true and correct, 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 in either case that such representations and warranties speak as of another date), except where the failure of such representations and warranties to be true and correct as so made does not have and is not, individually or in the aggregate, reasonably likely to have, a Parent Material Adverse Effect, provided that the representations and warranties of Parent and Purchaser in Sections 4.2 and 4.3 shall be true in all material respects, and the Company shall have received a certificate of an executive officer of Parent to such effect.
Clause type: insurance
Schedule "3.18" attached as a part hereof is a true, correct and complete list and description (including policy numbers) of all insurance policies owned by the Corporation and each Subsidiary or otherwise pertaining to their business. The insurance policies are in full force and effect, no default has occurred under any policy and no notice of cancellation, intent to cancel, notice of premium increase or any other notice regarding such notices has been received by the Corporation or any Subsidiary. The insurance policies insure the Corporation and the Subsidiaries against all risks and liabilities normally insured against by companies similarly situated to the Corporation and the Subsidiaries. Schedule "3.18" also contains a list of all pending claims with respect to any insurance policy and any instances of a denial, limitation or reservation of coverage by any insurance company.
Clause type: taxes
 TNCI (and any predecessor corporation or partnership as to which TNCI is the transferee or successor) has timely filed, or has timely secured an extension and will (within the permitted extension) file, all tax returns, including federal, state, local and foreign tax returns, tax reports and forms, as to which the due date for filing is prior to the Closing Date; has reported all reportable income on such returns; has adopted and followed in the preparation of such returns methods of accounting accepted by law, and has not changed any methods of accounting without compliance with procedures required by law; has not deducted any expenses or charges or claimed any credits which are not allowable; and except as set forth in Schedule 6.12.1, has paid, or accrued and reserved for, all taxes, penalties and interest shown to be due or required to be paid pursuant to the returns as filed, or as adjusted pursuant to amendment or correction. TNCI has also provided copies of all federal and state income and sales tax returns filed, FICA and state income taxes withholding returns filed and evidence of payment of such taxes as listed in Schedule 6.12.2 hereto. No examination, audit, or inquiry of any tax return, federal, state or otherwise of TNCI is currently in progress and TNCI has not been advised by any taxing authority of any intent to commence any inquiry, audit or examination of any tax return from any taxing authority or of any issue or question relating to any return, report or declaration that could result in the assertion of any deficiency for any federal, state, local, or other tax or interest or penalties in connection therewith. There are no outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of TNCI.
Clause type: interest
 (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Committed Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate or such other rate as may be agreed to from time to time by the Borrower and the Swing Line Lender; provided that after any purchase by the Lenders of a participation in any Swing Line Loan, the rate of interest on such Swing Line Loan shall not be less than the Base Rate plus the Applicable Rate.