bhaskrr/legal-clauses huggingface dataset:
Clause type: base-salary
 The Company shall pay to the Executive an annual base salary (the "Base Salary") equal to four hundred thousand dollars ($400,000) per annum. The Executive's Base Salary shall be subject to annual review by the compensation committee of the Board and may be increased, but not decreased (except as described in Section 8(f)(ii) below), without the consent of the Executive, from time to time by the Board (or a committee of the Board) in its sole discretion. The Base Salary shall be payable in accordance with the Company's customary payroll practices and procedures and shall be prorated for any partial period during the Term.
Clause type: compensation
 As consideration for the services described in Section I, the Fund agrees to pay SMC a fee as described and set forth in Schedule B attached hereto and made a part of this agreement by reference, as it may be amended from time to time, such fee to be calculated and accrued daily and payable monthly.
Clause type: interest
 Payments under this Section 3 that are not made within the prescribed period shall thereafter bear interest at the Federal short-term rate established pursuant to Section 6621 of the Code.
Clause type: counterparts
This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective as provided in Section 9.03.
Clause type: investment_company
 None of the Company Insurance Subsidiaries maintains any separate accounts. Neither the Company nor any of its Subsidiaries conducts activities of or is otherwise deemed under applicable law to control an "investment advisor" as such term is defined in Section 2(a)(20) of the 1940 Act, whether or not registered under the Investment Advisers Act of 1940, as amended. Neither the Company nor any of its Subsidiaries is an "investment company" as defined under the 1940 Act, and neither the Company nor any of its Subsidiaries sponsors any Person that is such an investment company.
Clause type: taxes
 The federal tax returns of the Acquired Fund have been filed for all taxable years since commencement of its operations. The Acquired Fund has qualified and will qualify as a regulated investment company under the Internal Revenue Code with respect to each taxable year since commencement of its operations.
Clause type: payment
 Payment of the purchase price for, and delivery of certificates for, the Securities shall be made at the offices of Cahill Gordon & Reindel LLP, 80 Pine Street, New York, NY 10005 at 9:00 a.m. (New York City time) on March 27, 2013, or such other time and date as the Representatives and the Selling Stockholders may agree in writing (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Optional Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Optional Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Selling Stockholders, on each Date of Delivery as specified in the notice from the Representatives to the Selling Stockholders. Payment shall be made to the Selling Stockholders by wire transfer of immediately available funds to a bank account(s) designated by the applicable Selling Stockholder against delivery
Clause type: base-salary
 During the Employment Term, the Company will pay Executive as compensation for Executive’s services a base salary at a rate of no less than $420,000 per year, as modified from time to time at the discretion of the Board (the “Base Salary”). The Base Salary will be paid in regular installments in accordance with the Company’s normal payroll practices (subject to required withholding).
Clause type: headings
Any heading preceding the texts of the several Articles and Sections hereof, and any table of contents or marginal notes appended to copies hereof, shall be solely for the convenience of reference and shall not constitute a part of this Indenture, nor shall they affect its meaning, construction or effect.
Clause type: counterparts
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
Clause type: ownership_of_shares
 As of the date hereof, all Owned Shares, Company Options and Company RSUs owned by such Stockholder are listed on Schedule A attached hereto. Such Stockholder (a) is the sole beneficial owner of all of the Owned Shares, Company Options and Company RSUs listed opposite such Stockholder’s name on Schedule A hereto free and clear of any Liens, voting agreements or commitments of every kind that would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, or adversely affect the exercise or fulfillment of, such Stockholder’s covenants and obligations under this Agreement, and (b) has the sole power to vote (or cause to be voted or consents to be executed) and to dispose of (or cause to be disposed of) such Owned Shares without restriction, and no proxies through and including the date hereof given in respect of any or all of such Stockholder’s Owned Shares, Company Options or Company RSUs are irrevocable and any such proxies have been revoked.
Clause type: interest
 If Licensee fails to pay any amount owing under this Agreement by the due date, the amount owed shall bear interest at [* * *] from the due date until paid, provided, however, that if this interest rate is held to be unenforceable for any reason, the interest rate shall be the maximum rate allowed by law at the time the payment is due.
Clause type: payment
 On or before the 15th day after the expiration of each full or partial calendar month included in the Term, Tenant shall pay all Percentage Rent due for such prior month to Landlord without demand, provided that if such amount exceeds the Percentage Rent that would be payable with respect to such month if Percentage Rent were calculated on the basis of Gross Sales for all months elapsed in the then current calendar year, Tenant shall not be required to pay any amount on account of such month unless and until such amount shall later be payable as part of the annual adjustment. Upon receipt by Landlord of each Annual Statement of Gross Sales there shall be an adjustment between Landlord and Tenant to the end that Landlord shall receive the exact amount of Percentage Rent due hereunder. Any overpayments by Tenant hereunder shall be credited against the next payments due under this Section. Any underpayments by Tenant shall be immediately due and payable. With respect to the calendar year in which the Term ends, the adjustments shall be prorated for the portion of the calendar year included in the Term.
Clause type: confidentiality
(a) Each party shall keep the Confidential Information (as defined in subsection (b) below) of the other party in confidence and will not use or disclose or allow access to or use of such Confidential Information except in connection with the activities contemplated by this Agreement or as otherwise expressly agreed in writing. Each party acknowledges that the Confidential Information of the disclosing party will remain the sole property of such party. In complying with the first sentence of this subsection (a), each party will use the same degree of care it uses to protect its own confidential information, but in no event less than a commercially reasonable degree of care.
Clause type: investment-company-act
 None of the Escrow Issuer, the Company or any of the Guarantors is, and after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in each of the Time of Sale Information and the Offering Circular, none of the Escrow Issuer, the Company or any of the Guarantors will be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.
Clause type: loans
 All of Seller’s right, title and interest (including all collateral relating thereto) in the loans and any overdrafts made pursuant to an overdraft protection plan or similar extensions of credit in connection with a deposit account as listed in Schedule 1.01(f) (each a “Loan” and collectively the “Loans”) and as adjusted and brought current as of the close of business on the Closing Date. As calculated as of the Closing Date, the Loans shall not include, unless otherwise agreed to by the parties hereto, (i) non-accruals; (ii) Loans thirty (30) calendar days or more past due; (iii) loans upon which insurance has been force-placed; (iv) loans in connection with which the borrower or any guarantor has filed a petition for relief under the United States Bankruptcy Code prior to the Closing or for whom a receiver has been appointed; or (v) loan loss reserves. If prior to the Closing Date, any Loan: (1) becomes thirty (30) days past due; (2) for which insurance has been forced placed; or (3) in connection with the borrower or any guarantor has filed a petition for relief under the United State Bankruptcy Code or a receiver has been appointed for the borrower or any guarantor, such loan will be deleted from the Loans being transferred hereunder and Seller shall substitute another loan, that is acceptable to Buyer in Buyer's sole discretion. The Face Value of the Loans, as of the Closing Date, shall not be less than $37,960,000. The term “Face Value” means the unpaid principal balance excluding any accrued but unpaid interest.
Clause type: base-salary
 Employee shall receive an annualized salary of $[____________] per year, payable in installments in accordance with the Company’s then standard payroll practices, or such higher compensation as may be established by the Company from time to time (“Base Salary”). Should Employee become “Partially Disabled,” which for purposes hereof means the inability because of any physical or emotional illness lasting no more than 90 days to perform his assigned duties under this Agreement for no less than 20 hours per week (and including any period of short term total absence due to illness or injury, including recovery from surgery, but in no event lasting more than the 90-day period of Partial Disability), and if Employee, during any period of Partial Disability, receives any periodic payments representing lost compensation under any health and accident policy or under any salary continuation insurance policy, the premiums for which have been paid by the Company, the amount of Base Salary that Employee would be entitled to receive from the Company during the period of Partial Disability shall be decreased by the amounts of such payments. Notwithstanding the foregoing, should Employee become Totally Disabled, as defined in Section 12(b), during a period of Partial Disability, the provisions in Sections 12 and 14 with respect to Total Disability shall control.
Clause type: compensation
 Change the compensation payable to any officer, director, employee, agent or consultant, or enter into any employment, severance, retention or other agreement or arrangement with any officer, director, employee, agent or consultant of the Company or a Company Subsidiary, or adopt, or increase the benefits (including fringe benefits) under, any employee benefit plan or otherwise, except (A), in each case, as required by Law or in accordance with existing agreements disclosed in the Company Disclosure Schedule and (B), in the case of compensation for employees, agents or consultants who are not officers or directors, in the ordinary course of business consistent with past practice; or make any loans to any of its directors, officers or employees, agents or consultants, or make any change in its existing borrowing or lending arrangements for or on behalf of any such persons pursuant to an employee benefit plan or otherwise;
Clause type: board
 Employee should at all times discharge her duties in consultation with and under the supervision of the Board of Directors of the Corporation.
Clause type: severability
If any provision of this Agreement is determined to be invalid, illegal or unenforceable by any Governmental Entity, the remaining provisions of this Agreement to the extent permitted by Law shall remain in full force and effect; provided that the essential terms and conditions of this Agreement for all parties remain valid, binding and enforceable. In event of any such determination, the parties agree to negotiate in good faith to modify this Agreement to fulfill as closely as possible the original intents and purposes hereof. To the extent permitted by Law, the parties hereby to the same extent waive any provision of Law that renders any provision hereof prohibited or unenforceable in any respect.
Clause type: loans
 No Borrower will make any loans or advances to any other Person, except as follows (collectively, the "Permitted Loans"): (a) loans to employees that do not exceed $5,000 to any individual employee and do not at any time in the aggregate outstanding exceed $25,000 among all such loans to all such employees, and (b) as listed on Schedule 5.4 with the consent of Lenders through Administrative Agent, and (c) demand loans to other Borrowers that are appropriately reflected on each Borrower's financial records and evidenced by a written promissory note assigned to Administrative Agent as additional Collateral.
Clause type: assignment
This Agreement shall not be assignable by either party hereto and in the event of assignment shall automatically terminate forthwith. The term “assignment” shall have the meaning set forth in the 1940 Act. Notwithstanding the foregoing, the Investment Adviser is specifically authorized to contract with its affiliates for the provision of administrative services on behalf of the Fund.
Clause type: miscellaneous
14.1 The Pledgors and the Company agree that the Pledgee may, upon notice to the Pledgors and the Company, assign the Pledgee’s rights and/or obligations hereunder to any third party. However, the Pledgors or the Company shall not, without the Pledgee’s prior written consent, assign their rights, obligations or liabilities hereunder to any third party. The successors or permitted assignees (if any) of the Pledgors and the Company shall continue to perform the respective obligations of the Pledgors and the Company under this Agreement.
Clause type: grant_of_option
 The Plan Administrator of the Company hereby grants to the Optionee named in the Notice of Grant attached as Part I of this Agreement (the "Optionee") an option (the "Option") to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the "Exercise Price"), subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 15(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Option Agreement, the terms and conditions of the Plan shall prevail. If designated in the Notice of Grant as an Incentive Stock Option ("ISO"), this Option is intended to qualify as an Incentive Stock Option under Section 422 of the Code. However, if this Option is intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000 rule of Code Section 422(d) it shall be treated as a Nonstatutory Stock Option ("NSO").
Clause type: confidentiality
Each of the Administrative Agent and the Lenders agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (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 purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Requirements of Law or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Credit Document or any action or proceeding relating to this Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or any of its Subsidiaries or Affiliates.
Clause type: termination
This Agreement shall terminate and shall have no further force or effect as of the Expiration Date. Notwithstanding the foregoing, nothing set forth in this Section 14 or elsewhere in this Agreement shall relieve either party hereto from liability, or otherwise limit the liability of either party hereto, for any willful breach of this Agreement prior to the Expiration Date.
Clause type: board
 The Board of Directors shall have been constituted in accordance with the Shareholders Agreement and the Company shall have delivered to the Investors a copy of the Company’s register of directors certified by its registered agent and evidencing the same.
Clause type: governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.
Clause type: ownership_of_shares
 Seller is the sole owner of the Shares, which Shares constitute the entire outstanding share capital of the Company, and will transfer and deliver to Purchaser, at the Closing, valid title to the Shares free and clear of any Liens.
Clause type: capitalization
 The authorized capital of CYDY consists of 25,000,000 (Twenty Five Million) shares (20,000,000 shares of common and 5,000,000 shares of preferred stock) with no par value per share (CYDY Common Shares) and on the Effective Date of the Acquisition, 11,201,264 (Eleven Million, Two Hundred One Thousand, Two Hundred Sixty Four) shares of CYDY Common Shares (which will include the 2,000,000 (Two Million) CYDY Shares issued at the closing of the Acquisition) will be issued and outstanding. All issued and outstanding CYDY Common Shares have been duly and validly issued and are fully paid and non-assessable shares and have not been issued in violation of any preemptive or other rights of any other person or any applicable laws.
Clause type: vesting
 Assuming your continuous employment with the Company or an Affiliate, this Award shall vest as of the close of business on the Vesting Date, and the shares of Company common stock represented (on a one-for-one basis) by the Performance Units granted hereunder (as adjusted for the applicable Performance Multiple) and all dividend equivalents with respect to such Performance Units shall be distributed to you on the first business day following the Vesting Date or as soon as administratively practicable thereafter, but no later than 60 days after such date.
Clause type: now
THEREFORE in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
Clause type: indemnification
(a) The Company and the Guarantors, jointly and severally, agree to indemnify and hold harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders furnished in writing to the Company by any of the Holders expressly for use therein. This indemnity agreement shall be in addition to any liability which the Company or any of the Guarantors may otherwise have. In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Company or the Guarantors, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Company and the Guarantors in writing; provided, however, that the failure to give such notice shall not relieve an...
Clause type: compensation
 65 ARTICLE 23 – DURATION 68 APPENDIX "A" – RATES OF PAY 69 APPENDIX “B” – INDEPENDENT ASSESSMENT COMMITTEE CHAIRPERSONS 71 LETTER OF UNDERSTANDING 72 RE: NEW CERTIFICATIONS 72 RE: CENTRAL NEGOTIATING TEAM 73 RE: TRANSFERS BETWEEN HOMES WITHIN CHAIN 74 RE: PILOT PROJECT – ONE EMPLOYER TWO HOMES EMPLOYMENT OPPORTUNITIES 75 RE: SECONDMENTS 79 RE: SUPERNUMERARY POSITIONS 80 RE: SUPERNUMERARY POSITIONS-NURSING CAREER ORIENTATION (NCO) INITIATIVE FOR INTERNATIONALLY EDUCATED NURSES (IENS) 82 RE: GRIEVANCE COMMISSIONER SYSTEM 84 RE: CENTRAL COMMITTEE ON VIOLENCE IN THE WORKPLACE 86 RE: JOINT ADVOCACY 87 RE: PROFESSIONAL RESPONSIBILITY 88 PRACTICES 89 PERSONAL ILLNESS OR INJURY 90 SCHEDULE B – MEDICAL CERTIFICATE OF INABILITY TO WORK OR READINESS TO RETURN TO WORK DUE TO/FOLLOWING PERSONAL ILLNESS OR INJURY 91
Clause type: entire
Agreement. This Agreement, and the Exhibits attached hereto, constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written.
Clause type: loans
 Except as described on Schedule 4.26 of the Seller Disclosure Letter, there are no loans on the Property.