bhaskrr/legal-clauses huggingface dataset:
Clause type: severability
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement, or any clause thereof, shall be determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, in whole or in part, such provision or clause shall be limited or modified in its application to the minimum extent necessary to make such provision or clause valid, legal and enforceable, and the remaining provisions and clauses of this Agreement shall remain fully enforceable and binding on the parties.
Clause type: notices
23.1 All notices required or permitted by this Lease shall be in writing and may be delivered in person (by hand or by messenger or courier service) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23. The addresses noted adjacent to a Party's signature on this Lease shall be that Party's address for delivery or mailing of notice purposes. Either Party may by written notice to the other specify a different address for notice purposes, except that upon Lessee's taking possession of the Premises, the Premises shall constitute Lessee's address for the purpose of mailing or delivering notices to Lessee. A copy of all notices required or permitted to be given to Lessor hereunder shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate by written notice to Lessee.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which when executed and delivered is an original and all of which together evidence the same agreement.
Clause type: capitalization
 (a) As of the date of this Agreement, the authorized share capital of Parent consists of 50,000 Parent Ordinary Shares. As of the date of this Agreement, 50,000 Parent Ordinary Shares are issued and outstanding, duly authorized, validly issued, fully paid and non-assessable. Except as set forth in the Support Agreement, there are no options, warrants, convertible debt or other convertible instruments or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued share capital of Parent or Merger Sub or obligating Parent or Merger Sub to issue or sell any share capital of, or other equity interests in, Parent or Merger Sub.
Clause type: indemnification
(a) The Distributor agrees to indemnify and hold harmless the Fund and each of its directors, officers, employees, and representatives and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act against any and all losses, liabilities, damages, claims, or expenses (including the reasonable costs of investigating or defending any alleged loss, liability, damage, claim, or expense and reasonable legal counsel fees incurred in connection therewith) to which the Fund or such directors, officers, employees, representatives, or controlling person may become subject under the Securities Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Distributor or any of Distributor's directors, officers, employees, or representatives or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, shareholder report, or other information covering Shares filed or made public by the Fund or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon information furnished to the Fund by the Distributor. In no case (x) is the Distributor's indemnity in favor of the Fund or any person indemnified to be deemed to protect the Fund or such indemnified person against any liability to which the Fund or such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement or (y) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or such person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon such person (or after the Fund or such person shall have received notice of such service on any designated agent). Failure to notify the Distributor of any such claim, however, shall not relieve the ...
Clause type: confidentiality
The confidential and proprietary information and, in any material respect, trade secrets of the Company are among its most valuable assets, including but not limited to, its customer and vendor lists, database, engineering, computer programs, frameworks, models, its marketing programs, its sales, financial, marketing, training and technical information, and any other information, whether communicated orally, electronically, in writing or in other tangible forms concerning how the Company creates, develops, acquires or maintains its products and marketing plans, targets its potential customers and operates its retail and other businesses. The Company invested, and continues to invest, considerable amounts of time and money in its process, technology, know-how, obtaining and developing the goodwill of its customers, its other external relationships, its data systems and data bases, and all the information described above (hereinafter collectively referred to as "Confidential Information"), and any misappropriation or unauthorized disclosure of Confidential Information in any form would irreparably harm the Company. The Executive shall hold in a fiduciary capacity for the benefit of the Company all Confidential Information relating to the Company and its business, which shall have been obtained by the Executive during the Executive's employment by the Company and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate, divulge or use any such information, knowledge or data to anyone other than the Company and those designated by it.
Clause type: payment
 On agreeing to participate in the SRS, a parent agrees to pay the participation fee as advised and invoiced by the school. For families experiencing financial hardship, please contact the school as soon as possible to discuss options available.
Clause type: counterparts
This Supplemental Indenture may be executed and delivered in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
Clause type: investment-company-act
 No Credit Party is an “investment company” within the meaning of, or subject to regulation under, the Investment Company Act of 1940, as amended.
Clause type: payment
 Subject to the provisions of Section 2.04 hereof, payment for Shares shall be made in cash to, or upon the direction of, the Shareholder of record within seven calendar days after the date of receipt of (a) a written, unconditional and irrevocable instruction of the Shareholder to redeem, in a form acceptable to the Trust or its designated agent, together with any certificates which may have been issued therefor, endorsed or accompanied by proper instrument of transfer, and such other documents as the Trust or its designated agent may require or (b) such other direction or authorization of redemption by the Shareholder as the Board of Trustees shall authorize. Subject to applicable rules and regulations, if any, of the SEC, the Trust may pay the redemption price for such Shares in whole or in part by a distribution in kind of securities from the portfolio of the Trust allocated to such series, in lieu of money, valuing such securities at their value employed for determining the net asset value governing such redemption price, and selecting the securities in such manner as the Board of Trustees may determine to be fair and equitable.
Clause type: headings
The titles of the Articles and the headings of the Sections of this Agreement are for convenience of reference only and are not to be considered in construing the terms and provisions of this Agreement.
Clause type: payment_terms
 Payment will be made through e payment system through ECS/RECS/RTGS after execution of due supply as ordered subject to :
Clause type: definitions
Capitalized terms used herein and not otherwise defined shall have the meanings set forth in this Article I.
Clause type: entire
Agreement. This Agreement, including the attachments hereto, constitutes the entire agreement between the parties with respect to the matters dealt with herein, and supersedes all previous agreements, written or oral, with respect to such matters.
Clause type: now
THEREFORE in consideration of the mutual promises and agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive and the Company hereby agree as follows:
Clause type: definitions
For all purposes of this Servicing Agreement, except as otherwise expressly provided herein or unless the context otherwise requires, capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Definitions contained in Appendix A to the Indenture dated the date hereof (the "Indenture"), between the Issuer and JPMorgan Chase Bank, N.A., as indenture trustee, which is incorporated by reference herein. All other capitalized terms used herein shall have the meanings specified herein.
Clause type: headings
The headings of the sections of this Agreement are for convenience only and shall not be considered in construing or interpreting any of the terms or provisions hereof.
Clause type: whereas
the Adviser has entered into an investment advisory agreement (“Advisory Agreement”) with EQ Advisors Trust (“Trust”), an investment company registered under the Investment Company Act of 1940, as amended (“Investment Company Act”);
Clause type: investment-company-act
 The Owner Participant is not an "investment company" or a company controlled by an "investment company" within the meaning of the Investment Company Act of 1940.
Clause type: dividends
 The Company shall not, nor shall it permit any of its Subsidiaries to: (i) declare or pay any dividends on or make other distributions in respect of any capital stock other than (A) dividends by a wholly-owned Subsidiary of the Company to the Company or another wholly-owned Subsidiary of the Company, and (B) regular dividends on Company Common Stock with usual record and payment dates that do not exceed the current rate of $0.75 per share of Company Common Stock per year, (ii) split, combine or reclassify any of its capital stock or the capital stock of any of its Subsidiaries or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock or the capital stock of any of its Subsidiaries, or (iii) redeem, repurchase or otherwise acquire any shares of its capital stock or the capital stock of any of its Subsidiaries, other than redemptions, repurchases and other acquisitions of shares of capital stock in connection with the administration of employee benefit and dividend reinvestment plans as in effect on the date hereof in the ordinary course of the operation of such plans consistent with past practice.
Clause type: counterparts
This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.
Clause type: capitalization
 The capitalization of the Company immediately prior to the Closing consists of the following:
Clause type: headings
The Article headings in this Warrant are inserted for purposes of convenience only and shall have no substantive effect.
Clause type: now
THEREFORE in consideration of and subject to the mutual covenants contained herein, it is agreed:
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of (i) 20,000,000 shares of Common Stock, of which 9,426,274 shares were issued and outstanding as of January 10, 2001 (which amount does not include 32,052 shares held in treasury); (ii) 1,000,000 shares of preferred stock, par value $.01 per share, of which no shares were issued or outstanding as of January 10, 2001. All outstanding shares of Common Stock and any other class of capital stock of the Company have been duly authorized and are validly issued, fully paid and non-assessable.
Clause type: esop
 The Company undertakes that all options and/or securities issued pursuant to the ESOP subsequent to the Closing shall be subject to a vesting period of at least 4 years from the date of grant or as otherwise determined by the Board of Directors of the Company.
Clause type: compensation
 During the Employment Term, Employer shall pay to or provide compensation to Executive as set forth in this Section 4. All compensation of every description shall be subject to the customary withholding tax and other employment taxes as required with respect to compensation paid to an employee.
Clause type: capitalization
 The authorized capital stock of the Company consists of 800,000,000 shares of Company Common Stock and 200,000,000 shares of preferred stock, no par value (the “Preferred Stock”). As of June 30, 2005, (a) 164,743,371 shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and free of preemptive rights, (b) 1,000,000 shares of Company Common Stock are held in the treasury of the Company, (c) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been issued other than pursuant to the exercise of Company Options,
Clause type: grant
 The Charter is granted by the Mayor to the Organizer for the maintenance and operation of an Indiana public charter school to be known as Andrew J. Brown Charter School (hereafter, the “Charter School”).
Clause type: notices
All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given, if to Parent or Merger Subsidiary, to: Comcast Corporation One Comcast Center 1701 John F. Kennedy Boulevard Philadelphia, PA 19103 Attention: Arthur R. Block Facsimile No.: (215) 981-7794 with a copy (which shall not constitute notice) to: Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 Attention: David L. Caplan William J. Chudd Facsimile No.: (212) 450-3800 if to the Company, to: Time Warner Cable Inc. 60 Columbus Circle New York, NY 10023 Attention: General Counsel Facsimile No.: (212) 364-8459 with a copy (which shall not constitute notice) to: Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 Attention: Robert B. Schumer Ariel J. Deckelbaum Ross A. Fieldston Facsimile No.: (212) 757-3990 or to such other address or facsimile number as such party may hereafter specify for the purpose by 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. on a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business Day in the place of receipt.
Clause type: confidentiality
The Parties agree that, by virtue of this Agreement, they may receive or become aware of information belonging or relating to the other, its business, business plans, affairs or activities, which information is confidential and proprietary to the other party and/or its suppliers and/or customers and in respect of which they are bound by a strict duty of confidence ("Confidential Information"). In consideration of such Confidential Information being disclosed or otherwise made available to either Party for the purposes of the performance of this Agreement, the Parties agree that they will not at any time, either before or after the termination of this Agreement, and either directly or indirectly, disclose, divulge or make unauthorized use of any Confidential Information, except to the extent to which such Confidential Information, is publicly known at the time of its disclosure or being made available to them; (b) after such disclosure or being made available to them, becomes publicly known otherwise than through a breach of this provision; and/or (c) disclosure is required by law, regulation or order of a competent authority (including any regulatory or governmental body or securities exchange) by a Party, provided that, where practicable, the other Party is given reasonable advance notice of the intended disclosure. The Parties agree that upon the earlier of a request from the other party or the termination of this Agreement, each Party shall return to the other or destroy all documents or records in any medium or format containing any Confidential Information that are in its possession or control and will not retain any copies of them, and the provisions of this Section 24 will continue without limit of time, notwithstanding the termination of this Agreement for any reason. This Section 25 does not apply to AmericaTowne's reporting obligations as a publicly-reporting company under the rules promulgated by the SEC. The Parties irrevocably consent that any legal action or proceeding against them under, arising out of or in any manner relating to this Section 24, may be brought only in a court with jurisdiction located in, or the federal district court the district of which includes, Mecklenburg County, North Carolina and the Parties each irrevocably consent to that venue and to the personal jurisdiction thereof. The Parties hereby expressly and irrevocably waive any claim or defense in any action or proceeding based on any alleged lack of personal jurisdic...
Clause type: compensation
 As compensation for the services rendered by the Transfer Agent during the term of the Transfer Agency Agreement, the Fund will pay to the Transfer Agent, with respect to the Portfolio, such fees and expenses as shall be agreed to from time to time by the Fund and the Transfer Agent.
Clause type: indemnification
The Company shall indemnify the Executive to the fullest extent that would be permitted by law (including a payment of expenses in advance of final disposition of a proceeding) as in effect at the time of the subject act or omission, or by the Charter or Bylaws of the Company as in effect at such time, or by the terms of any indemnification agreement between the Company and the Executive, whichever affords greatest protection to the Executive, and the Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its officers or, during the Executive’s service in such capacity, directors (and to the extent the Company maintains such an insurance policy or policies, in accordance with its or their terms to the maximum extent of the coverage available for any company officer or director), against all costs, charges and expenses whatsoever incurred or sustained by the Executive (including but not limited to any judgment entered by a court of law) at the time such costs, charges and expenses are incurred or sustained, in connection with any action, suit or proceeding to which the Executive may be made a party by reason of his being or having been an officer or employee of the Company, or serving as an officer or employee of an affiliate of the Company, at the request of the Company, other than any action, suit or proceeding brought against the Executive by or on account of his breach of the provisions of any employment agreement with a third party that has not been disclosed by the Executive to the Company. The provisions of this Section 7 shall specifically survive the expiration or earlier termination of this Agreement.
Clause type: interest
 Interest shall accrue on the outstanding principal amount of -------- this Note at a rate equal to the lesser of (i) 5% per annum or (ii) the highest rate permitted by applicable law, compounded annually on each anniversary of the date hereof.
Clause type: payment
 COUNTY shall pay CONTRACTOR for services rendered pursuant to this Agreement at the time and in the amount set forth in Attachment "B". The payment specified in Attachment "B" shall be the only payment made to CONTRACTOR for services rendered pursuant to this Agreement. CONTRACTOR shall submit all billings for said services to COUNTY in the manner specified in Attachment "B".
Clause type: payment
 In the event Executive’s employment is terminated without Cause (as such term is defined in Section 9(h) hereof) by Wintrust during the Term of this Agreement, other than upon the expiration of the Term of this Agreement, Wintrust shall pay Severance Pay to Executive in the amount equal to three times (3x) the sum of (A) Executive’s base annual salary in effect at the time of Executive’s termination plus (B) an amount equal to any Cash Bonus amounts paid to Executive during the twelve-month period prior to termination and any Stock Bonus amounts awarded or granted to Executive during the twelve-month period prior to termination. Severance Pay under this Section 9(d) shall be paid to the Executive ratably over a 36-month period beginning on the first payroll period following such termination and on each payroll period thereafter during such Severance Pay period.