bhaskrr/legal-clauses huggingface dataset:
Clause type: capitalization
 The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the
Clause type: capitalization
 The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Capitalization” and “Description of Capital Stock”; all the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights that have not been duly waived or satisfied; except as described in or expressly contemplated by the Pricing Disclosure Package
Clause type: now
THEREFORE the Company and the Buyer severally (and not jointly) hereby agree as follows:
Clause type: loans
 With respect to the Subgroup II-1 Loans, the Subgroup II-2 Loans and the Subgroup II-3 Loans, the Mortgages and the related Mortgage Notes, each transferred and assigned to the Trustee pursuant to the provisions hereof as from time to time are held as part of the Trust Fund, as so identified in the Group II Loan Schedule. Each of the Group II Loans is referred to individually in this Agreement as a “ Group II Loan”.
Clause type: investments
 Make or hold any Investments, except (each, a “Permitted Investment”):
Clause type: now
THEREFORE in consideration of the premises and the purchase and acceptance of the Notes by the Holders thereof, and for the purpose of setting forth, as provided in the Base Indenture, the forms and terms of the Notes, the Company covenants and agrees, with the Trustee, as follows:
Clause type: financing
 If the Debtor shall be subject to any Insolvency Proceeding and if First Lien Creditor consents to the use of cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code; herein, “Cash Collateral”), on which First Lien Creditor has a Lien or consents to the Debtor obtaining financing provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”), and if such Cash Collateral use or DIP Financing, as applicable, meets the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing, as applicable (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith), and, if DIP Financing is involved, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If such Cash Collateral use or DIP Financing, as applicable, meets some, but not all, of the applicable DIP Financing Conditions, then Second Lien Creditor unconditionally agrees that it will only withhold its consent to such Cash Collateral use or will only raise an objection to such DIP Financing based upon the DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis (other than objections to the failure to grant adequate protection that Second Lien Creditor is permitted to seek under Section 6.5 in connection therewith) and, if DIP Financing is involved and any permitted objection of Second Lien Creditor is withdrawn, overruled, or otherwise eliminated, Second Lien Creditor will subordinate its Liens in the Collateral (and in any other assets of the Debtor that may serve as collateral (including avoidance actions, or the proceeds thereof) for such DIP Financing) to the Liens securing such DIP Financing. If the proposed DIP Financing meets the applicable DIP Financing Conditions, Second Lien Creditor agrees that it shall not, and nor shall any of the Second Lien Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Priority Debt; provided, howe...
Clause type: payment
 The Parties have agreed in the Loan Agreement that any proceeds obtained by Party B through the transfer of its equity interests in Party C shall be used for repayment of the loan provided by Party A in accordance with the Loan Agreement. Accordingly, upon exercise of the Equity Interest Purchase Option, Party A may elect to make payment of the Equity Interest Purchase Price through cancellation of the outstanding amount of the loan owed by Party B to Party A, in which case Party A shall not be required to pay any additional Equity Interest Purchase Price to Party B, unless the Total Equity Interest Purchase Price set forth herein is required to be adjusted in accordance with applicable laws and regulations.
Clause type: governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to any body of law or precedent relating to conflicts of law, and all disputes arising under this Agreement shall be brought exclusively in a federal or state court located in Travis County, Texas. Customer consents to the personal jurisdiction of such courts, and hereby waives any objection to the venue of such courts.
Clause type: base-salary
 Subject to Section 5(b), the Company will pay to Executive during the Term a base salary at the initial annual rate of $250,000 payable in cash in substantially equal bi-weekly installments during each calendar year, or portion thereof, of the Term and otherwise in accordance with the Company's usual payroll practices with respect to senior executives (except to the extent deferred under Section 5(d)). Executive's annual base salary shall be reviewed by the Compensation Committee of the Board of Directors of the Company (the "Committee") at least once in each calendar year and may be increased above, but may not be reduced below, the then-current rate of such base salary.
Clause type: ownership_of_shares
 Except for the pledge of the Shares hereunder, Pledgor owns the Shares free and clear of any liens, charges, pledges, or encumbrances.
Clause type: base-salary
 The Executive’s base salary (the “Base Salary”) shall be paid in accordance with the Company’s regular payroll practices in effect from time to time, but not less frequently than in monthly installments. The Executive’s Base Salary for the first twelve (12) months of the Period of Employment shall be at an annualized rate of Two Hundred and Fifty Thousand Dollars ($250,000). The Company will review the Executive’s Base Salary at least annually and may increase (but not decrease) the Executive’s Base Salary from the rate then in effect based on such review.
Clause type: headings
The section and paragraph headings contained herein are inserted only for convenience of reference and are in no way to be construed as a part of this License or as a limitation of the scope of the particular paragraph to which they refer.
Clause type: counterparts
This Amendment may be executed in any number of counterparts (and by different parties hereto in separate counterparts), each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed signature page to this Amendment by facsimile or other electronic transmission (including, without limitation, by Adobe portable document format file (also known as a “PDF” file)) shall be as effective as delivery of a manually signed counterpart of this Amendment. The words “execution,” “executed,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment or any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided, that nothing herein shall require the Administrative Agent to accept electronic signatures in any form or format without its prior written consent; provided, further, that, without limiting the foregoing, upon the request of the Administrative Agent, any electronic signature shall be promptly followed by such manually executed counterpart.
Clause type: notices
All notices, requests and other communications to any party hereunder shall be in writing (including email and facsimile transmission) and shall be given: If to Parent or Merger Sub, to: c/o Goldman, Sachs & Co. 200 West Street New York, New York 10282-2198 Attention: Sumit Rajpal Facsimile: 212-357-5505 Email: sumit.rajpal@gs.com and to: c/o TPG Capital, L.P. 345 California Street, Suite 3300 San Francisco, CA 94104 Attention: Ronald Cami Facsimile: 415-743-1501 with a copy (which shall not constitute notice) to: Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Attention: Michael J. Aiello Joseph T. Verdesca, Jr. Facsimile: (212) 310-8007 Email: michael.aiello@weil.com joseph.verdesca@weil.com If to a Shareholder, to his, her or its address set forth on Schedule A. or such other address, email address or facsimile number as such party may hereafter specify by like notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.
Clause type: headings
The titles and headings of the sections in this Agreement are for convenience only and shall not in any way affect the interpretation of this Agreement.
Clause type: representations
and Warranties. The Borrower represents and warrants as follows:
Clause type: grant
 1.1 The Company hereby grants to the Grantee an award (the "Award") of ___ performance share units (the "Performance Share Units") and _____ dividend equivalent rights (the "Dividend Equivalent Rights"), each Performance Share Unit to be accompanied by one (1) related Dividend Equivalent Right. The Performance Share Units and Dividend Equivalent Rights granted pursuant to the Award shall be subject to the execution and return of this Agreement by the Grantee (or the Grantee's estate, if applicable) to the Company. Subject to the terms of this Agreement, each Performance Share Unit represents the right to receive one (1) Share at the time and in the manner set forth in Section 7 hereof.
Clause type: insurance
Under the terms of each Receivable, the Obligor is required to maintain physical damage insurance covering the related Financed Vehicle.
Clause type: confidentiality
During the Term and thereafter for a period of [****] (except as to information qualifying as a trade secret, in which event the period shall be perpetual), each Party will (and will ensure that its accountants (including the Accountant), counsel, and employees; collectively, as to each Party, a “Representative”) keep confidential the Confidential Information it possesses relating to the other Party that it obtains in connection with this Agreement, and not use that information except as needed to perform its obligations hereunder or to receive and enjoy the benefits conferred upon it hereunder. Each Party shall treat the Confidential Information of the Disclosing Party in the same manner, and with the same level of care (but, in no event, less than a reasonable level of care), as the Receiving Party would treat its own confidential or proprietary information. Without limiting the generality of the foregoing, and except to the extent expressly permitted by the terms and conditions of this Agreement, no Receiving Party shall, without the prior written consent of the Disclosing Party, (A) disclose, reveal, report, publish or give the Confidential Information of the Disclosing Party to any third party except as required by law or regulation or legal process applicable to the Receiving Party subject to what is provided below in this Section 10 or (B) use the Confidential Information of the Disclosing Party for any purpose except as permitted hereby. Except as expressly permitted by the terms and conditions of this Agreement, each Party hereby agrees to limit disclosure of the Disclosing Party's Confidential Information to those of its Representatives who (A) have a need to know such Confidential Information to enable such Receiving Party to perform its obligations, or exercise its rights, under this Agreement, (B) have entered into a written agreement which requires such Representatives to maintain similar, but no less burdensome, obligations of confidentiality and non-use to those contained in this Agreement and (C) have been advised of the confidential and proprietary nature of such Confidential Information and of their obligations with respect to such Confidential Information. In the event that a Receiving Party is requested by any legal process to disclose any Confidential Information, the Receiving Party will promptly after such request notify the Disclosing Party to permit the Disclosing Party, at its expense, to seek to avoid or narrow any disclosure of...
Clause type: ownership_of_shares
 The authorized capital stock of the Purchased Company consists of 100 Shares (of which 100 are outstanding as of the date hereof). All of the Shares have been duly authorized, are validly issued, fully paid and non assessable, and are owned of record and beneficially by Seller, free and clear of any Lien other than Permitted Liens. Seller will transfer and deliver (or cause to be transferred and delivered) to Buyer, on the Closing Date, good and valid title to such Shares free and clear of any Lien other than Permitted Liens. Except for this Agreement, there are no binding agreements, arrangements, warrants, options, puts, rights or other commitments, of any character or to which Seller is a party relating to the issuance, sale, purchase, redemption, conversion, exchange, registration, voting or transfer of any of the Shares.
Clause type: ownership_of_shares
 Neither Parent, Merger LLC nor the Purchaser or any of their Subsidiaries beneficially owns any Shares.
Clause type: payment
 In consideration of the Executive’s covenant not to compete as described in Section 4 hereto and subject to the limitations outlined in Section 5(c) and Section 22, upon the Executive’s Termination of Employment for any reason, the Bank shall pay to the Executive an amount equal to the aggregate of one (1) times the annual rate of base salary then being paid to the Executive, plus one (1) times the average of the past three years cash incentive bonus pay, which amount shall be paid in twelve (12) equal monthly payments beginning on the first day of the month following the Executive’s Termination of Employment.
Clause type: notices
All notices and other communications provided for hereunder shall be in writing or by facsimile and addressed, delivered or transmitted to the appropriate party at the address or facsimile number of such party specified in the Credit Agreement or at such other address or facsimile number as may be designated by such party in a notice to the other party. Any notice or other communication, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when received; any such notice or other communication, if transmitted by facsimile, shall be deemed given when transmitted and electronically confirmed.
Clause type: termination
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before January __, 2017; provided, however, that such termination will not affect the right of any party to sue for any breach by any other party (or parties).
Clause type: investment-company-act
 None of Holdings, the Borrower or the Subsidiary Loan Parties is required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: grant
 During the Term of this Agreement, Shengqu hereby grants to (i) Shanda Networking a license for North China, North-west China and South-west China, (ii) Nanjing Shanda a license for Central-south China and East China, and (iii) Bianfeng Networking a license for North-east China (the "Distribution Rights") to:
Clause type: investments
 Borrower shall not, and shall not permit its Subsidiaries to, directly or indirectly acquire or own, or make any Investment in or to, any Person (including a Subsidiary) other than Permitted Investments.
Clause type: investment-company-act
 Each Transfer of Receivables to the Trust hereunder constitutes a purchase or other acquisition of notes, drafts, acceptances, open accounts receivable or other obligations representing part or all of the sales price of merchandise or services within the meaning of Section 3(c)(5) of the Investment Company Act.
Clause type: ownership_of_shares
 The Major Shareholder is the owner of record and beneficially of all the Company Shares listed next to his name on Schedule 3.2(a), free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), taxes, Security Interest, options, warrants, purchase rights, contracts, commitments, equities, claims and demands, and the Major Shareholder has not sold, pledged, assigned or otherwise transferred any of the Company Shares except pursuant to this Agreement. The Major Shareholder is not a party to any option, warrant, purchase right, or other contract or commitment that could require the Major Shareholder to sell, transfer, or otherwise dispose of any capital stock of the Company (other than this Agreement). The Major Shareholder is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Company.
Clause type: loans
 In connection with the transfer of the Loans, Seller and Buyer agree as follows:
Clause type: assignment
This Agreement shall not be assigned by a party hereto, without the prior written consent of the other parties hereto, except that a party may assign this Agreement to an affiliate having the same ultimate ownership as the assigning party without such consent.
Clause type: grant
 2.1 In consideration of the obligations undertaken by the Licensee under this Agreement the Licensor grants to the Licensee an exclusive license to apply the Property to the manufacture, marketing, distribution and sale of the Products in the Territory in accordance with the Specifications and the Style Guide and under the terms of this Agreement in the Territory.
Clause type: counterparts
This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.
Clause type: assignment
Lender may assign its rights under this Guaranty in whole or in part and upon any such assignment, all the terms and provisions of this Guaranty will inure to the benefit of such assignee to the extent so assigned. The terms used to designate any of the parties in this Guaranty will be deemed to include the heirs, legal representatives, successors and assigns of such parties, and the term “Lender” will also include any lawful owner, holder or pledgee of the Note.
Clause type: compensation
 The Guarantor agrees to pay to the Guarantee Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provisions of law in regard to the compensation of a trustee of an express trust) and to reimburse the Guarantee Trustee upon request for all reasonable expenses, disbursements and advances (including the reasonable fees and expenses of its attorneys and agents) incurred or made by the Guarantee Trustee in accordance with any provisions of this Guarantee Agreement.
Clause type: headings
Headings are for convenience only and are not deemed to be part of this Agreement.
Clause type: headings
The headings contained herein are for convenience of reference only and are not intended to define, limit or describe the scope or intent of any provision of this Agreement.
Clause type: severability
Any provision of this Lease which shall prove to be invalid, void or illegal shall in no way affect, impair or invalidate any other provision hereof and the remaining provisions hereof shall nevertheless remain in full force and effect.
Clause type: representations
and Warranties. The Company represents and warrants to the Administrative Agent and each Lender that:
Clause type: ownership_of_shares
 The Borrower will not authorize or issue any shares in its capital to any Person other than the Parent and the Pre-Filing Parent, and the Borrower will not permit the transfer of any shares in its capital to any Person other than the Parent. No Subsidiary will authorize or issue any shares in its capital to any Person other than another Credit Party, and no Subsidiary will permit the transfer of any shares in its capital to any Person other than another Credit Party.
Clause type: capitalization
 The authorized capital stock of EAI consists of 60,000,000 shares of EAI Common Stock, of which as of May 11, 1998, 10,213,195 shares were issued and outstanding, and 20,000,000 shares of preferred stock, $.01 par value per share, none of which is issued and outstanding. All of the issued and outstanding shares of EAI Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. The shares of EAI Common Stock to be issued pursuant to the Merger will be duly authorized and validly issued and, at the Effective Time, all such shares will be fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. 4.3.