bhaskrr/legal-clauses huggingface dataset:
Clause type: whereas
the Board has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The Bylaws and Certificate of Incorporation of the Company require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”). The Bylaws, Certificate of Incorporation, and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification and advancement of expenses;
Clause type: now
THEREFORE for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Credit Agreement shall be amended as follows:
Clause type: headings
The descriptive headings of the several Articles and Sections of this Agreement and of the several Exhibits to this Agreement are inserted for convenience only and do not constitute a part of this Agreement.
Clause type: whereas
the Advisory Agreement authorizes the Adviser to delegate to one or more other investment advisers any or all of the Adviser’s duties and obligations under the Advisory Agreement; and
Clause type: taxes
 Executive acknowledges and agrees that Executive shall be solely responsible for the satisfaction of any applicable taxes that may arise pursuant to this Agreement (including taxes arising under Code Section 409A (regarding deferred compensation) or 4999 (regarding golden parachute excise taxes), and that neither the Company nor any of its employees, officers, directors, or agents shall have any obligation whatsoever to pay such taxes or to otherwise indemnify or hold Executive harmless from any or all of such taxes. For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All compensation due to Executive shall be paid subject to withholding by the Company to ensure compliance with all applicable laws and regulations.
Clause type: entire
Agreement. This Agreement states the entire agreement of the parties hereto, and is intended to be the complete and exclusive statement of the terms hereof. It may not be added to or changed orally, and may not be modified or rescinded, except by a writing signed by the parties hereto and in accordance with the 1940 Act or pursuant to applicable orders or interpretations of the SEC.
Clause type: vesting
 Until such time that an employee has retired and satisfied the eligibility requirements set forth in Subsection A of this article, the employee shall have no access to the assets held in his or her VEBA account.
Clause type: severability
In the event that any provision of this Agreement is determined by a court to require the Company to do or to fail to do an act which is in violation of applicable law, such provision (including any provision within a single section, paragraph or sentence) shall be limited or modified in its application to the minimum extent necessary to avoid a violation of law, and, as so limited or modified, such provision and the balance of this Agreement shall be enforceable in accordance with their terms to the fullest extent permitted by law.
Clause type: investment-company-act
 Neither of the Transaction Entities is required and, after giving effect to the offering and sale of the Securities, and after receipt of payment for the Securities and the application of such net proceeds as described in each of the General Disclosure Package and the Prospectus, neither will be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).
Clause type: indemnification
a. The Company shall indemnify and hold harmless to the full extent not prohibited by law, as the same exists or may hereinafter be amended, interpreted or implemented (but, in the case of any amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than the Company is permitted to provide prior to such amendment), the Executive or his estate if made a party to, or threatened to be made a party to, or is otherwise involved in (as a witness or otherwise) any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative and whether or not by or in the right of the Company or otherwise (hereinafter, a "proceeding"), by reason of the fact that he, or a person of whom he is the heir, executor, or administrator, is or was a director, officer or controlling person (within the meaning of the Securities Exchange Act of 1934, as amended) of the Company or is or was serving at the request of the Company as a director, officer or trustee of another Company or of a partnership, joint venture, trust or other enterprise (including, without limitation, service with respect to employee benefit plans), or where the basis of such proceeding is any alleged action or failure to take any action by the Executive while acting in an official capacity as a director, officer or controlling person of the Company or in any other capacity on behalf of the Company, against all expenses, liability and loss, including but not limited to attorneys' fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement whether with or without court approval, actually incurred or paid by the Executive in connection therewith.
Clause type: headings
The headings and sub-headings used in this Agreement are inserted for convenience and reference purposes only and shall not be used as an aid to interpretation.
Clause type: governing
Law. This Agreement shall be governed by the interpreted in accordance with the laws of the State of California without reference to its conflicts of laws rules or principles. Each of the parties consents to the exclusive jurisdiction of the federal courts of the State of California in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions.
Clause type: whereas
the Company’s registration statement on Form S-1, No. 333-[ ] (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) and one-half of one redeemable warrant, with each warrant entitling the holder thereof to purchase one share of Common Stock (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and
Clause type: investments
 Neither the Company nor any other member of the Company Group will make or acquire any Investment in any Person other than:
Clause type: payment
 2.1 The Subscription Proceeds must accompany this Subscription Agreement or they must be wired directly to the Company in accordance with wire instructions that will be provided by the Company on request.
Clause type: ownership_of_shares
 Stockholder is the sole record and Beneficial Owner of _________
Clause type: investments
 The Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except:
Clause type: investments
 The Borrower will not, without the Bank's prior written consent, invest in, hold or purchase any stock or securities of any Person (nor will the Borrower permit any of its Subsidiaries to invest in, purchase or hold any such stock or securities) except (i) readily marketable direct obligations of, or obligations guarantied by, the United States of America or any agency thereof, (ii) other investment grade debt securities, (iii) mutual funds, the assets of which are primarily invested in items of the kind described in the foregoing clauses (i) and (ii) of this ss.4.6, (iv) deposits with or certificates of deposit issued by the Bank and any other obligations of the Bank or the Bank's parent, (v) deposits in any other bank organized in the United States having capital in excess of $100,000,000, and (vi) investments in any Subsidiaries now existing or hereafter created by the Borrower pursuant to ss.4.7 below; provided that in any event the Tangible Net Worth of the Borrower alone (exclusive of its investment in Subsidiaries and any debt owed by any Subsidiary to the Borrower) will not be less than 90% of the consolidated Tangible Net Worth of the Borrower and Subsidiaries.
Clause type: whereas
the Sub-Adviser was formed for the purpose of providing investment management of equity and high income funds and advising generally with respect to equity and high income instruments.
Clause type: whereas
it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974;
Clause type: headings
The section and other headings in this Agreement are inserted solely as a matter of convenience and for reference, and are not a part of this Agreement.
Clause type: vesting
 All SIMPLE Contributions and Accounts attributable thereto are 100% Vested at all times and in the event of a conversion of a non-SIMPLE 401(k) Plan into a SIMPLE 401(k) Plan, all Account Balances in existence on the first day of the Plan Year to which the SIMPLE 401(k) provisions apply, become 100% Vested.
Clause type: capitalization
 (i) As of January 31, 2017, the Company and its subsidiaries (on a consolidated basis) had the issued and outstanding capitalization as set forth in the Pricing Prospectus and the Prospectus under the heading “Capitalization” (under the “Actual” column) and (ii) the “Pro Forma” column under the heading “Capitalization” set forth in the Pricing Prospectus and the Prospectus fairly presents in all material respects information therein and the assumptions used in preparation thereof, in the reasonable judgment of the Company’s management and subject to the qualifications contained therein, are reasonable. All the outstanding shares of capital stock or other equity interests of (A) each subsidiary of the Company have been duly and validly authorized and issued and are fully paid and non-assessable (except, in the case of any foreign subsidiary, for directors’ qualifying shares and except as otherwise described in the Pricing Prospectus) and (B) each subsidiary of the Company and, to the knowledge of the Company, each subsidiary of the Acquired Company, are, except as disclosed in the Pricing Prospectus, owned directly or indirectly by the Company or the Acquired Company, as applicable, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party.
Clause type: investments
 The Borrower will not, and will not cause or permit any of its Subsidiaries to, make or acquire, any Investment in any Person, except the following (such Investments described below being herein referred to as "Permitted Investments"): Investments other than those permitted by subsections (i) through (vii) existing on the date hereof and listed on Schedule 7.03; Investments held by Carpenter or such Subsidiary in the form of Cash Equivalents; advances to officers, directors and employees of Carpenter and Subsidiaries in an aggregate amount not to exceed $2,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; Investments of any Subsidiary in Carpenter or another Subsidiary; Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; Investments permitted by Section 7.05; Investments consisting of the acquisition by Carpenter or any of is Subsidiaries of assets or shares of Capital Stock of any other Person; provided, that (A) no Default or Event of Default shall have occurred and be continuing, (B) the Person whose assets or shares of Capital Stock are acquired pursuant to this clause (vii) shall be engaged in substantially the same line of business as Carpenter and its Subsidiaries are engaged in as of the Closing Date and (C) after to giving effect to any such acquisition, Carpenter shall be in pro forma compliance with the covenants set forth in Section 7.13 of this Agreement; and other Investments made in the ordinary course of business of Carpenter and its Subsidiaries.
Clause type: compensation
 As consideration for all services rendered by Employee to the Company and for the Covenants contained herein, Employee will be entitled to:
Clause type: board
 The rights and duties of the members of the Board may not be assigned or delegated to any person or entity.
Clause type: whereas
the Fund is registered as an open-end management investment company under the 1940 Act and its shares are registered under the Securities Act of 1933, as amended (hereinafter the "1933 Act"); and
Clause type: representations
and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.
Clause type: capitalization
 (i) As of the date of this Agreement, (A) the authorized capital stock of the Company consists of 80,000,000 shares of Common Stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share; (B) (x) 24,936,864 shares of Common Stock are issued and outstanding and (y) no shares of preferred stock of the Company are issued and outstanding; and (C) all outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and nonassessable and have been issued in compliance with all applicable preemptive, participation, rights of first refusal and other similar rights.
Clause type: dividends
 There is not, in the constating documents (or equivalent organizational or governing documents) or in any Material Agreement, Debt Instrument, or other instrument or document to which the Company or any Subsidiary is a party, any restriction upon or impediment to, the declaration of dividends by the directors of the Company or the payment of dividends by the Company to the holders of the Common Shares.
Clause type: interest
 (a) Each Note shall bear interest from and including the Closing Date to but excluding the date on which the principal balance of such Note is repaid in full. Such interest shall accrue during each Interest Period and be payable by the Issuer in arrears for such Interest Period on the related Payment Date and upon the redemption (other than a Redemption pursuant to Section 11.7) or maturity thereof or, during the continuance of an Event of Default, at the time provided in Section 5.6. Interest on each Note shall cease to accrue from the Maturity Date, except to the extent that funds are not available in the Payment Account to repay such Note in full (taking into account the priority of application of funds provided herein) on the Maturity Date.
Clause type: whereas
the Borrower, the Lenders party hereto and the Administrative Agent have so agreed on the terms and conditions set forth herein;
Clause type: whereas
the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;
Clause type: grant
 4.1 STANFORD hereby grants and GEN-PROBE hereby accepts a license in the Licensed Field of Use to make, have made, use, and sell Licensed Product(s) in the Licensed Territory.
Clause type: payment
 The Purchase Price, plus any positive adjustments under Section 12.1, less (i) the Earnest Money Deposit and interest earned thereon, if any, which Buyer elects to have applied against the Purchase Price (as provided below), (ii) any reserves, if any, provided in this Purchase Agreement and any applicable reserve for Punch List Items as provided in Section 8.14 hereof and (iii) any negative adjustments under Section 12.1, shall be paid to the Interest Owners in cash, certified funds or wire transfer, at the Closing of the purchase and sale of the Interests. At the Closing, the Earnest Money Deposit, together with interest earned thereon, if any, shall, at Buyer’s election, be returned to Buyer or shall be paid over to the Interest Owners by Escrow Agent to be applied to the Purchase Price on behalf of Buyer.
Clause type: stock_option
 At the Effective Time, each then-outstanding option to purchase Shares granted under any stock option or compensation plan or arrangement of the Company (a “Company Stock Option”), whether or not vested or exercisable, shall vest and be canceled, and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such Company Stock Option at or promptly after the Effective Time an amount in cash equal to the product of (a) the excess, if any, of the Merger Consideration over the applicable exercise price per Share of such Company Stock Option and (b) the number of Shares such holder could have purchased (assuming full vesting of such Company Stock Option) had such holder exercised such Company Stock Option in full immediately prior to the Effective Time.
Clause type: definitions
Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
Clause type: insurance
(a) Keep its insurable properties insured at all times by financially sound and reputable insurers in such amounts as shall be customary for similar businesses and maintain such other reasonable insurance (including, to the extent consistent with past practices, self-insurance), of such types, to such extent and against such risks, as is customary with companies in the same or similar businesses and maintain such other insurance as may be required by law or any other Loan Document.
Clause type: now
THEREFORE in consideration of the foregoing premises and the representations, warranties and agreements contained herein, and subject to the terms and conditions set forth herein, the parties hereto hereby agree as follows:
Clause type: financing
 Parent shall use its reasonable best efforts to obtain and effectuate the financing contemplated by the Commitment Letter including, without limitation, the consummation of the tender offer and consent solicitation for, or discharge or defeasance of, the Company's indebtedness as contemplated in the Commitment Letter on the terms set forth therein and shall keep the Company apprised of all developments that would materially affect or delay such financing, including, without limitation, matters referred to in Section 6.9(b). Parent shall not, or permit any of its subsidiaries to, without the prior written consent of the Company, take any action or enter into any transaction, including, without limitation, any merger, acquisition, joint venture, disposition, lease, contract or debt or equity financing that would reasonably be expected to materially impair, materially delay or prevent the financing contemplated by the Commitment Letter. Parent shall not amend or alter, or agree to amend or alter the Commitment Letter in any manner that would materially impair, materially delay or prevent the Merger or the financing contemplated by the Commitment Letter without the prior written consent of the Company. In the event that the Commitment Letter shall expire or be terminated for any reason, Parent shall promptly notify the Company of such event and the reasons therefor.
Clause type: financing
 37 SECTION 5.10. Further Action. . . . . . . . . . . . . . . . . . . . . . . . 37 SECTION 5.11. Additional Financial Statements and Information . . . . . . . 38 SECTION 5.12. Non-Competition . . . . . . . . . . . . . . . . . . . . . . . 39 SECTION 5.13. Non-Solicitation. . . . . . . . . . . . . . . . . . . . . . . 39
Clause type: definitions
Certain terms are defined herein. Capitalized terms used herein but not defined herein shall have the meanings specified in the Pooling and Servicing Agreement. The following other terms are defined as follows:
Clause type: investment-company-act
 The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" or an
Clause type: interest
 VERTIS, INC., a Delaware corporation (the “Company”, which term shall include any successor thereto in accordance with the Indenture), promises to pay, until the principal hereof is paid or made available for payment, interest (including any Accrued Bankruptcy Interest) on the principal amount set forth on the reverse side hereof at a rate of 13½% per annum. Interest on the Notes will accrue from and including the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of issuance of such Notes through but excluding the date on which interest is paid. Interest shall be payable in arrears on June 1 and December 1 (each an “Interest Payment Date”). Interest will be computed on the basis of a 360-day year of twelve full 30-day months. To the extent a Note is issued for original issue after February 28, 2003, the Holder of such Note is hereby obligated upon original issuance of such Note to pay the Company in U.S. Legal Tender the amount of accrued and unpaid interest on such Note from the later of February 28, 2003 or the most recently completed Interest Payment Date to the date of original issuance of such Note.