bhaskrr/legal-clauses huggingface dataset:
Clause type: interest
 The Company shall pay the Bank interest on the unpaid principal balance of Loans in accordance with the terms of this Agreement. Accrued interest will be billed monthly, and is due by the last day of each month (each, an “Interest Payment Date”). Interest for each billing period is computed by applying a daily periodic rate based on the Bank’s Prime Rate plus 0.25% to each day’s ending Loan balance. Interest shall be computed on the basis of a year of 360 days for the actual number of days elapsed. The Bank’s Prime Rate reflects market rates of interest as well as other factors, and it is not necessarily the Bank’s best or lowest rate. The daily Loan balance shall be computed by taking the principal balance of Loans at the beginning of each day, adding any Loans posted to the Loan Account that day, and subtracting any principal payments posted to the Loan Account as of that day. Interest begins to accrue on the date a Loan is posted to the Loan Account. The principal balance of Loans which remains unpaid after demand for repayment shall bear interest until paid in full at a post-maturity rate of 2% per annum above the interest rate otherwise applicable to the Loans (determined as aforesaid). The interest rate payable under this Agreement shall be subject, however, to the limitation that such interest rate shall never exceed the highest rate which the Company may contract to pay under applicable law.
Clause type: interest
 The outstanding principal balance of this Note shall bear interest (computed on the basis of a 360-day year, actual days elapsed) at a rate per annum equal to the Prime Rate in effect from time to time. The “Prime Rate” is a base rate that Bank from time to time establishes and which serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto. Each change in the rate of interest hereunder shall become effective on the date each Prime Rate change is announced within Bank.
Clause type: miscellaneous
The headings of each section of this Agreement are for convenience only and shall not define or limit the provisions thereof. This Agreement and all rights and obligations hereunder shall be binding upon the Debtor and its respective successors and assigns, and shall inure to the benefit of the Secured Party and its successors and assigns. If any term of this Agreement shall be held to be invalid, illegal or unenforceable, the validity of all other terms hereof shall in no way be affected thereby, and this Agreement shall be construed and be enforceable as if such invalid, illegal or unenforceable term had not been included herein. The Debtor acknowledges receipt of a copy of this Agreement.
Clause type: governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to its principles of conflicts of law.
Clause type: interest
 (a) The Debentures shall bear interest from September 9, 2013 or from the most recent Interest Payment Date to which interest has been paid or provided for, payable quarterly on March 31, June 30, September 30 and December 31 of each year (each, an “Interest Payment Date”), commencing December 31, 2013, to the Persons in whose names the Debentures (or one or more Predecessor Securities) are registered at the close of business on the 15th day of the month preceding such Interest Payment Date. Calculations of interest on each Debenture shall be based on the Original Principal Amount, without regard to changes in the Adjusted Principal Amount. Interest on the Debentures shall be computed on the basis of a 360-day year of twelve 30-day months.
Clause type: governing
Law. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules.
Clause type: payment
 All payments shall be made in lawful money of the United States of America at the principal office of the Borrower, or at such other place as the holder hereof may from time to time designate in writing to the Borrower. Payment shall be credited first to Costs (as defined below), if any, then to accrued interest due and payable and any remainder applied to principal. Prepayment may be made in whole or part without penalty, and the Company shall fund prepayments as provided for in the Purchase Agreement. In connection with the delivery, acceptance, performance or enforcement of this Note, the Borrower hereby waives demand, notice, presentment, protest, notice of dishonor and other notice of any kind, and asserts to extensions of the time of payment, release, surrender or substitution of security, or forbearance or other indulgence, without notice. The Borrower agrees to pay all amounts under this Note without offset, deduction, claim, counterclaim, defense or recoupment, all of which are hereby waived.
Clause type: taxes
 Except as set forth on Schedule 6.7, cause all assessments and taxes, whether real, personal, or otherwise, due or payable by, or imposed, levied, or assessed against Subsidiary Borrower or any of its assets to be paid in full, before delinquency or before the expiration of any extension period, except to the extent that the validity of such assessment or tax shall be the subject of a Permitted Protest. Subsidiary Borrower will make timely payment or deposit of all tax payments and withholding taxes required of it or them by applicable laws, including those laws concerning PAYE, National Insurance and other social security payments, VAT, and United Kingdom and foreign income and corporation taxes, and will, upon request, furnish Agent with proof satisfactory to Agent indicating that Subsidiary Borrower has made such payments or deposits. Upon Agent's request, Subsidiary Borrower shall deliver satisfactory evidence of payment of applicable excise taxes in each jurisdictions in which Subsidiary Borrower is required to pay any such excise tax.
Clause type: investment-company-act
 None of the Loan Parties is required to register as an “investment company”, or is a company “controlled” by a Person required to register as an “investment company”, within the meaning of the Investment Company Act. No Loan Party is subject to any Requirement of Law which limits its ability to incur Indebtedness.
Clause type: esop
 In respect of each ESOP, each Borrower has paid or will have paid as of the Closing Date all contributions or premiums required to be made by it on or prior to the Closing Date. Except as set forth on Exhibit 7.12, no ESOP has any indebtedness for borrowed money ("ESOP Indebtedness"). The estimated repurchase liability of Holding Company, based on reasonable actuarial assumptions and methods, under any ESOP during the Loan Period is set forth on Exhibit 7.12. Assuming that each Borrower makes all required contributions in accordance with the terms of each ESOP, each ESOP has or will have sufficient funds to make all scheduled payments on its ESOP Indebtedness, Holding Company has sufficient funds to meet its reasonably anticipated repurchase liability during the Loan Period.
Clause type: payment
 (a) Owner's indemnity obligation to a Tax Indemnitee under this Section 8.3 shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 8.3 and any tax benefits actually recognized by such Tax Indemnitee as a result of the indemnifiable Tax (including, without limitation, any benefits recognized as a result of an indemnifiable Tax being utilized by such Tax Indemnitee as a credit against Taxes not indemnifiable under this Section 8.3), shall equal the amount of the Tax indemnifiable under this Section 8.3.
Clause type: compensation
 District agrees to pay Consultant for services satisfactorily rendered pursuant to this Agreement a total fee not to exceed Sixty Eight Thousand, Three Hundred and 00/100 Dollars ($68,300.00). District shall pay Consultant according to the following terms and conditions:
Clause type: investment-company-act
 The Company is not and, after giving effect to the Share Repurchase as herein contemplated, will not be required to register as an “investment company” under the Investment Company Act of 1940, as amended.
Clause type: interest
 Unless explicitly provided otherwise, any interest accruing on amounts due to the Partnership under this Agreement shall accrue at the EURIBOR and shall compound quarterly.
Clause type: foreign_investors
 If any Purchaser is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended), such Purchaser hereby represents that it has satisfied itself as to the full observance of the
Clause type: headings
Section headings are for convenience of reference only and shall in no way affect the interpretation of this Guaranty.
Clause type: headings
The headings in this Agreement are inserted for convenience of reference and shall not be considered in the construction of the provisions of this Agreement.
Clause type: grant
 Parent hereby grants on the Date of Grant to the Executive an option (the “Option”) to purchase 2,750,000 shares of Common Stock (such shares of Common Stock, the “Option Shares”), on the terms and conditions set forth in the Plan and this Agreement. This Option is not intended to be treated as an incentive stock option under Section 422 of the Code. The number and type of Option Shares purchasable hereunder shall be subject to adjustment as and in the manner provided in Section 11 below.
Clause type: counterparts
This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent.
Clause type: esop
 Immediately following any disposition of all shares of Company Common Stock pursuant to the transactions contemplated hereby, the Company shall (a) cause the ESOP Trust to prepay the ESOP Loan to the maximum extent possible, including in full, including any accrued interest and any other fees and payments required to be paid to the Company upon complete prepayment of the ESOP Loan and (b) forgive any remaining balance outstanding under the ESOP Loan, including any accrued interest and any other fees and payments required to be paid to the Company upon complete prepayment of the ESOP Loan.
Clause type: miscellaneous
This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same instrument.
Clause type: interest
 All payments due hereunder that are not paid when due and payable hereunder shall bear interest at an annual rate equal to 4% (four percent) above the U.S. dollar reference rate ("prime rate") charged from time to time by Bank of America N.T. & S.A. from the date due until paid or at such lower rate as shall be the maximum rate permitted by law.
Clause type: miscellaneous
(a) By signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow Instructions, and you do not become a party to the Agreement.
Clause type: interest
 No interest shall be paid by the Company on Capital Contributions or on balances in Members’ Capital Accounts.
Clause type: loans
 At no time may a teacher borrow from his/her account or pledge or assign his/her Buyout 401(a) Plan account as security or collateral for any debt.
Clause type: insurance
The Grantor shall maintain in full force and effect insurance policies with respect to the Property as required by Section 5.03(b) of the Credit Agreement. If an Event of Default occurs with respect to the Grantor's obligations under Section 5.03(b) of the Credit Agreement and the Beneficiary pays or performs such obligation, the Grantor shall forthwith on demand pay to the Beneficiary the reasonable amount of any insurance premiums which the Beneficiary may have been required to pay with respect to the minimum level and types of coverages that the Grantor was required to obtain under Section 5.03 of the Credit Agreement. The Grantor shall cause the Beneficiary to be named as an additional insured on each insurance policy required to be maintained pursuant to the Credit Agreement. The Grantor will deliver to the Lenders on the Effective Date, a certificate from the Grantor's insurance broker dated such date showing the amount of coverage as of such date, and certifying that such policies will include effective waivers (whether under the terms of any such policy or otherwise) by the insurer of all claims for insurance premiums against all additional insureds and all rights of subrogation against all additional insureds, and that the insurer will endeavor to mail 30 days (10 days for nonpayment of premium) prior written notice to Beneficiary if all or any part of such policy is canceled, or if there is a reduction in the amount or material change in coverage.
Clause type: compensation
 The City shall pay Vendor for the Initial Term and for each subsequent Renewal Term, if any, an annual amount not to exceed $20,000.00 for the Materials at the unit rates set forth in the Glendale Contract. The maximum aggregate amount for this Agreement, including all Renewal Terms, shall not exceed $60,000.00.
Clause type: investment-company-act
 Neither the Company nor the Operating Partnership is required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Registration Statement, the General Disclosure Package and the Prospectus will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”). (xxxvi) Absence of Manipulation. Neither the Company nor any affiliate of the Company has taken, nor will the Company or any affiliate take, directly or indirectly, any action which is designed, or would be expected, to cause or result in, or which constitutes, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities or to result in a violation of Regulation M under the 1934 Act; provided that no representation is made in this subsection with respect to the actions of the Underwriters. (xxxvii)
Clause type: taxes
 The parties have selected either “Buyer Pays At and After Delivery Point” or “Seller Pays Before and At Delivery Point” as indicated on the Base Contract.
Clause type: confidentiality
This letter shall be treated as confidential and is being provided to Parent (and made available to the Company and its Representatives) solely in connection with the Merger Agreement. This letter may not be used, circulated, quoted or otherwise referred to in any document (other than the Merger Agreement), except with the written consent of the Investor; provided that (i) no such written consent shall be required for disclosures by Parent to the Company or its Representatives so long as the Company and such Representatives agree to keep such information confidential on terms substantially identical to the terms contained in this Section 7; (ii) that any party hereto may disclose the existence of this letter to the extent required by any applicable law or to such party’s Affiliates and their respective officers, directors, employees, advisors, agents and other representatives to the extent such Persons in turn agree to abide by the confidentiality provisions of this Section 7 or in connection with any action or proceeding arising out of, under or in relation to the transactions contemplated by this letter, the Merger Agreement or any of the transactions contemplated by any such agreement and (iii) with the consent of Parent, not to unreasonably withheld, conditioned or delayed, to the extent required by applicable Law, the material terms of this letter may be summarized in any filing with the SEC required to be made by any party to the Merger Agreement.
Clause type: now
THEREFORE in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:
Clause type: notices
Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party. If to the Fund: 82 Devonshire Street Boston, Massachusetts 02109 Attention: Treasurer If to the Company: Farm Bureau Life Insurance Company 5400 University Avenue West Des Moines, Iowa 50266 Attention: Sue Cornick If to the Underwriter: 82 Devonshire Street Boston, Massachusetts 02109 Attention: Treasurer
Clause type: investment-company-act
 Neither the Seller nor the Guarantor is, and neither is controlled by, an "investment company" within the meaning of the 40 Act, as amended, or is exempt from the provisions of the 40 Act.
Clause type: confidentiality
Stockholder agrees that Stockholder will treat and hold as confidential all of the "Confidential Information" (as such term is defined below) regarding the Company, Parent, the Surviving Corporation or any of their respective Subsidiaries, refrain from using any of the Confidential Information (except, as applicable, in direct furtherance of such Stockholder's duties on behalf of the Company as directed by the Surviving Corporation or Parent) and shall deliver promptly to the Surviving Corporation or destroy, at the request and option of the Surviving Corporation, all tangible embodiments (and all copies) of the Confidential Information which are in such Stockholder's possession. In the event that a Stockholder is requested or required (by oral question or written request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, Stockholder will notify the Surviving Corporation promptly of the request or requirement so that the Surviving Corporation may seek an appropriate protective order or waive compliance with the provisions of this Section. If, in the absence of a protective order or the receipt of a waiver hereunder, Stockholder is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal, Stockholder may disclose the Confidential Information to the tribunal; provided, however, that Stockholder shall, upon the request of Parent or the Surviving Corporation and at their expense, exert all reasonable efforts to obtain an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as the Surviving Corporation or Parent shall reasonably designate. The provisions of this Agreement and the negotiations relating to this Agreement are strictly confidential and no disclosure in respect of the Merger or the terms of this Agreement or any related agreement shall be made by Stockholder, other than to Stockholder's immediately family and professional advisors, except as may be required by law. As used herein "Confidential Information" means any and all technical, financial, commercial, and other information concerning the businesses and affairs of a party other than any such information that (i) is generally available to or known by the public immediately prior to the time of disclosure (except through the actions or inaction of the pers...
Clause type: payment
 All charges, prices, fees, and discounts related to the Work are set forth in the price schedule attached hereto as Exhibit B (the “Price Schedule”).
Clause type: notices
Any notice or other document required or permitted to be given or delivered to the Holder shall be delivered or forwarded to the Holder at the address for the Holder provide on the first page of this Warrant or to such other address or number as shall have been furnished to the Issuer in writing by the Holder. Any notice or other document required or permitted to be given or delivered to the Issuer shall be delivered or forwarded to the Issuer at the address set forth above, Attention: Chief Executive Officer or Company Secretary. All notices, requests and approvals required by this Warrant shall be in writing and shall be conclusively deemed to be given (a) when hand-delivered to the other party, (b) when received if sent by facsimile at the address and number set forth above; provided that notices given by facsimile shall not be effective, unless either (i) a duplicate copy of such facsimile notice is promptly given by depositing the same in the mail, postage prepaid and addressed to the party as set forth below or (ii) the receiving party delivers a written confirmation of receipt for such notice by any other method permitted under this paragraph; and further provided that any notice given by facsimile received after 5:00 p.m. (recipient’s time) or on a non-business day shall be deemed received on the next business day; (c) five (5) business days after deposit in the United States mail, certified, return receipt requested, postage prepaid, and addressed to the party as set forth below; or (d) the next business day after deposit with an international overnight delivery service, postage prepaid, addressed to the party as set forth below with next business day delivery guaranteed; provided that the sending party receives confirmation of delivery from the delivery service provider.
Clause type: compensation
 The compensation to be paid Consultant for providing the Services shall be the compensation described in Exhibit B hereto, which is incorporated herein by reference; provided, however, the total paid to Consultant for the Services including reasonable travel expenses and other expenses shall not exceed One Hundred Twenty-Eight Thousand Dollars ($128,000). Consultant will obtain the approval of Authority's Project Representative relative to incurring travel and other expenses before incurring such costs.
Clause type: base-salary
 Your initial base annual salary will be $750,000, payable in accordance with Intuit's normal payroll practices with such payroll deductions and withholdings as are required by law. Your base salary will be reviewed on an annual basis by the Compensation Committee of the Board of Directors and increased from time to time, in the discretion of the Compensation Committee, but in any event such compensation shall not be reduced below $750,000 during your term of employment.