bhaskrr/legal-clauses huggingface dataset:
Clause type: severability
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable Law in any jurisdiction, such provision will be ineffective only to the extent of such prohibition or invalidity in such jurisdiction, without invalidating the remainder of such provision or the remaining provisions of this Agreement or in any other jurisdiction.
Clause type: base-salary
 The Company shall pay the Executive base salary at the initial rate of $275,120 per annum, which shall be payable in accordance with the standard payroll practices of the Company. At no time during the Term shall the Executive's base salary be decreased from the rate then in effect except with the written consent of the Executive.
Clause type: severability
If any provision of this Agreement shall be found to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable and this Agreement shall be construed and enforced as if such provision never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect. In lieu of such provision, there shall be added automatically as part of this Agreement, a provision as similar in its terms to such provision as may be possible and be legal, valid and enforceable. [End of Page]
Clause type: ownership_of_shares
 Neither BioSante nor any of BioSante’s subsidiaries beneficially owns or is the beneficial owner of any Shares.
Clause type: loans
 Any Partner may, subject to the provisions of this Section 10.4, make loans or advance money to the Partnership if requested to do so by the Partners. These loans or advances shall not constitute an increase in the Capital Account or Percentage Interest of the lending Partner. The amount of any loan or advance shall be a liability of the Partnership to the lending Partner and shall be repayable upon such terms and conditions as may be agreed to by the lending Partner and the Partners; provided that such terms shall be as if they were negotiated at arm's length and shall otherwise be commercially reasonable.
Clause type: payment
 (a) At the time of exercise of this Option, the Optionee must pay the total purchase price of the Option Shares to be purchased entirely in cash (including check, bank draft or money order); provided, however, that the Committee, in its sole discretion and upon terms and conditions established by the Committee, may allow such payments to be made, in whole or in part, by (i) tender of a Broker Exercise Notice; (ii) by tender, or attestation as to ownership, of Previously Acquired Shares that are acceptable to the Committee; (iii) by a “net exercise” of the Option (as described below); or (iv) by a combination of such methods.
Clause type: entire
Agreement. This document constitutes the final, complete, and exclusive embodiment of the entire agreement and understanding between the parties related to the subject matter hereof and supersedes and preempts any prior or contemporaneous understandings, agreements, or representations by or between the parties, written or oral.
Clause type: esop
 (i) The ESOP Trustee has been properly appointed as trustee of the ESOP Trust. The Company has delivered to the ESOP Trustee complete, current and accurate copies of the ESOP plan document and the ESOP Trust Agreement.
Clause type: base-salary
 During the Employment Period, the Executive's base salary will be $310,000 per annum (the "Base Salary"). The Base Salary will be payable monthly on the 15th day of each month, two weeks in arrears and two weeks in advance. Annually during the Employment Period, the Company shall review with the Executive her job performance and compensation. The amount of the Executive's Base Salary shall be reviewed annually by the Board but shall not be reduced without the written consent of the Executive. Normal hours of employment are 8:30 a.m. to 5:00 p.m., Monday to Friday. The Executive's salary has been computed to reflect that her regular duties are likely, from time to time, to require more than the normal hours per week and the Executive shall not be entitled to receive any additional remuneration for work outside normal hours.
Clause type: headings
The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.
Clause type: headings
The paragraph headings of this Agreement are for convenience of reference only and do not form a part of the terms and conditions of this Agreement or give full notice thereof.
Clause type: dividends
 The Fund instructs SISC regarding each dividend to be paid. SISC then executes the processes to accurately reinvest or pay out each shareholder's dividend in accordance with their pre-existing instructions. The reinvestment process is a separate calculation from the dividend calculation. Once the total reinvestment dollars are computed, a decision is made to purchase the reinvestment shares from the fund or in the open market in accordance with the Fund's Dividend Reinvestment Plan. If shares are purchased from the Fund, the reinvestment share price is set. If share are purchased in the open market, a trade is placed with the Plan Agent for the purchase of the total reinvest dollar amount. Once all purchases are complete, the average price per share for the entire purchase is used as the reinvest share price. The reinvestment posting to shareholder accounts is run on or shortly after the payable date. Each shareholder who receives distributions in cash will receive a check. Each shareholder who reinvests will have a dollar and equivalent share amount posted to the account.
Clause type: investments
 No Borrower shall make any Investments from Collateral except:
Clause type: whereas
to the extent permitted by applicable insurance laws and regulations, LIFE COMPANY intends to purchase Shares in one or more of the Funds on behalf of the Accounts to fund the Contracts; and
Clause type: grant
 The Representative (or its designees) is hereby granted the right to purchase, at any time from _____________, 2002 [twelve months after date of this Agreement], until 5:30 P.M., New York time, on ___________, 2007 [five years after date of this Agreement], up to an aggregate of 42,500 shares of Common Stock and/or up to an aggregate of 42,500 Redeemable Warrants at an initial exercise price (subject to adjustment in Section 8 hereof) of $10.065 per Unit, subject to the terms and conditions of this Agreement. Each Redeemable Warrant is exercisable to purchase one additional share of Common Stock at an initial exercise price of $9.90, commencing on the date of issuance (the "Initial Exercise Date") and ending, at 5:00 p.m. New York time on ________ (the "Redeemable Warrant Expiration Date"), at which time the Redeemable Warrants shall expire. Except as set forth herein, the Units are in all respects identical to the Units being purchased by the Underwriters for resale to the public pursuant to the terms and provisions of the Underwriting Agreement.
Clause type: ownership_of_shares
 (a) Each Shareholder represents and warrants on a several (and not joint and several) basis to each of the other parties that it is the legal and beneficial owner of the Super Voting Shares set forth beside his name in Schedule 2.2 hereof; and
Clause type: employee_benefits
 Employee shall be eligible to participate in any medical insurance and other employee benefits made available by Employer to all of its employees under its group plans and employment policies in effect during the Term. Schedule 2 hereto sets forth a summary of such plans and policies as currently in effect. Employee acknowledges and agrees that, any such plans or policies now or hereafter in effect may be modified or terminated by Employer at any time in its discretion.
Clause type: indemnification
(a) Without waiving the doctrines of sovereign immunity and immunity from suit, and to the extent permitted by the laws and Constitution of the State of Texas, Lessee shall indemnify, protect, save and hold harmless Lessor, its agents, servants and successors from and against all losses, damages, injuries, claims, demands and expenses, including legal expenses and attorney’s fees, of whatsoever nature, arising out of the use, misuse, condition, repair, storage, return or operation (including, but not limited to, latent and other defects, whether or not discoverable by it) of any unit of Equipment, regardless of where, how and by whom operated, and arising out of negligence (excluding the gross negligence or willful misconduct of Lessor). Lessee is liable for the expenses of the defense or the settlement of any suit or suits or other legal proceedings brought to enforce any such losses, damages, injuries, claims, demands, and expenses and shall pay all judgments entered in any such suit or suits or other legal proceedings. The indemnities and assumptions of liabilities and obligations herein provided for shall continue in full force and effect notwithstanding the termination of the MLA or a Schedule whether by expiration of time, by operation of law or otherwise. With respect to Lessor, Lessee is an independent contractor, and nothing contained herein authorizes Lessee or any other person to operate the Equipment so as to impose or incur any liability or obligation for or on behalf of Lessor.
Clause type: termination
This Agreement may be terminated by the Customer or the Bank by giving ninety (90) days written notice to the other, provided that such notice to the Bank shall specify the names of the persons to whom the Bank shall deliver the Assets in the Accounts. If notice of termination is given by the Bank, the Customer shall, within ninety (90) days following receipt of the notice, deliver to the Bank Instructions specifying the names of the persons to whom the Bank shall deliver the Assets. In either case the Bank will deliver the Assets to the persons so specified, after deducting any amounts which the Bank determines in good faith to be owed to it under Section 13. If within ninety (90) days following receipt of a notice of termination by the Bank, the Bank does not receive Instructions from the Customer specifying the names of the persons to whom the Bank shall deliver the Assets, the Bank, at its election, may deliver the Assets to a bank or trust company doing business in the State of New York to be held and disposed of pursuant to the provisions of this Agreement, or to Authorized Persons, or may continue to hold the Assets until Instructions are provided to the Bank.
Clause type: headings
The article, section, subsection, paragraph and/or other headings of this Agreement are for convenience only and in no way limit or enlarge the scope or meaning of the language hereof.
Clause type: loans
 Barry W. Florescue has made a loan to the Company in the aggregate amount of $150,000 (the "Insider Loan") substantially in the form annexed as Exhibit 10.11 to the Registration Statement. The Insider Loan does not bear any interest and is repayable by the Company on the earlier to occur of (i) April 30, 2007 or (ii) the date on which the Company consummates an initial public offering of its securities.
Clause type: investments
 Except as otherwise provided in this Section 4 and subject to the requirements of the Transaction Documents, the Operating Agreement and applicable law, the Investment Manager may advise the Company from time to time to purchase:
Clause type: interest
 (a) The Notes shall bear interest at the rate of 1.250% per annum. The date from which interest shall accrue on the Notes shall be March 3, 2017. Interest on the Notes shall be payable annually in arrears on March 3 of each year, beginning on March 3, 2018 to the Persons in whose name the respective Notes are registered at the close of business on the Regular Record Date for such Interest Payment Date, except as provided in Section 2.3(d) hereof.
Clause type: entire
Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of that certain engagement letter between the Company and the Representative, dated June 3, 2019 shall remain in full force and effect.
Clause type: entire
Agreement. This Agreement and the other Loan Documents to which Borrower is a party constitute the entire agreement between Borrower and Lender with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings, if any, relating to the subject matter hereof or thereof. Any promises, representations, warranties or guarantees not herein contained and hereinafter made shall have no force and effect unless in writing signed by Borrower and Lender. No provision of this Agreement may be changed, modified, amended, restated, waived, supplemented, discharged, canceled or terminated orally or by any course of dealing or in any other manner other than by an agreement in writing signed by Lender and Borrower. Each party hereto acknowledges that it has been advised by counsel in connection with the negotiation and execution of this Agreement and is not relying upon oral representations or statements inconsistent with the terms and provisions hereof.
Clause type: governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without giving effect to principles of conflicts of law.
Clause type: board
 In furtherance and not in limitation of the powers conferred by statute, the board of directors of the Corporation is expressly authorized to make, alter or repeal the by-laws of the corporation.
Clause type: capitalization
 The authorized capital of OTI consists of 1,000,000 shares of common stock with a par value $.01 per share. At the date of this Agreement, 1,000 OTI Shares are issued and outstanding as follows: Shareholder Number of OTI Shares ----------- -------------------- UTEK Corporation 1000 All issued and outstanding OTI 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. OTI is not authorized to issue any preferred stock. All dividends on OTI Shares which have been declared prior to the date of this Agreement have been paid in full. There are no outstanding options, warrants, commitments, calls or other rights or Agreements requiring OTI to issue any OTI Shares or securities convertible, exercisable or exchangeable into OTI Shares to anyone for any reason whatsoever. None of the OTI Shares is subject to any charge, claim, condition, interest, lien, pledge, option, security interest or other encumbrance or restriction, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.
Clause type: payment
 With respect to any plan or agreement under which Executive would be entitled at the Control Change Date to receive Specified Benefits or incentive compensation as a general obligation of KCSI which has not been separately funded (including specifically, but not limited to, those referred to under Paragraph 7(b)(i)(d) above), Executive shall receive within five (5) days after such date full payment in cash (discounted to the then present value on the basis of a rate of seven percent (7%) per annum) of all amounts to which he is then entitled thereunder.
Clause type: capitalization
 Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement.
Clause type: payment
 Subdistributor shall pay for the Products and the Instruments within thirty (30) days of receipt of invoice for said Products or Instruments.
Clause type: now
THEREFORE in consideration of the foregoing premises and the mutual promises, terms, provisions and conditions set forth in this Agreement, the parties hereby agree:
Clause type: investments
 Neither Borrower nor any Subsidiary will, directly or indirectly, make any loans, advances, extensions of credit, guarantees in favor of or capital contributions to, make any investment in, purchase any stock or securities of, or interests in, any Person, or incur Debt to finance the acquisition of any Person or all or a material part of the assets of any Person, except (a) investments by Borrower in, or Debt funded by Borrower to, any Subsidiary listed in SCHEDULE III attached hereto, which investment and Debt shall be limited, however, to an aggregate amount equal to the investments and Debt existing as of the Closing Date plus $250,000.00, (b) investments in Cash Equivalents, (c) travel advances to employees of Borrower or any Subsidiary not to exceed $20,000.00 in the aggregate, and (d) accounts receivable incurred in the ordinary course of business.
Clause type: interest
 (a) The Loans comprising each Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.
Clause type: compensation
 The Board of Directors shall have power to fix the salaries and other compensation and remuneration, of whatever kind, of all officers of the Corporation. It may authorize any committee or officer, upon whom the power of appointing subordinate officers may have been conferred, to fix the salaries, compensation and remuneration of such subordinate officers.
Clause type: miscellaneous
Capitalized terms used but not defined herein shall have the meanings assigned to them in the Subadvisory Agreement.
Clause type: severability
The provisions of this Agreement are severable and if any provision of this Agreement shall be held to be invalid or otherwise unenforceable, in whole or in part, the remainder of the provisions, or enforceable parts thereof, shall not be affected thereby.
Clause type: compensation
 (Section 5.5): Without Silicon's prior written consent, Borrower shall not pay total compensation, including salaries, withdrawals, fees, bonuses, commissions, drawing accounts and other payments, whether directly or indirectly, in money or otherwise, during any fiscal year to all of Borrower's executives, officers and directors (or any relative thereof) as a group in excess of 115% of the total amount thereof in the prior fiscal year. ================================================================================
Clause type: payment
 3.1 The amount of any Deposit, Rental and/or charges for any Services shall be as quoted to the Customer or otherwise as shown in the Supplier’s current price list from time to time. Where a Deposit is required for the Hire Goods it must be paid in advance of the Customer hiring the Hire Goods. The Supplier may also require an initial payment on account of the Rental in advance of the Customer hiring the Hire Goods.
Clause type: severability
The parties agree that if any provision of this Agreement shall under any circumstances be deemed invalid or inoperative, this Agreement shall be construed with the invalid or inoperative provisions deleted and the rights and obligations of the parties shall be construed and enforced accordingly.
Clause type: severability
Each part of this Agreement is intended to be severable. In the event that any provision of this Agreement is found by any court or other authority of competent jurisdiction to be illegal or unenforceable, such provision shall be severed or modified to the extent necessary to render it enforceable and as so severed or modified, this Agreement shall continue in full force and effect.
Clause type: employee_benefits
 (i) Section 3.1(m) of the Disclosure Letter sets forth a complete list of each and every pension, profit-sharing, savings, retirement, employment, consulting, severance pay, termination, executive compensation, incentive compensation, deferred compensation, bonus, stock purchase, stock option, phantom stock or other equity-based compensation, change-in-control, retention, salary continuation, vacation, sick leave, disability, death benefit, group insurance, hospitalization, medical, dental, life (including all individual life insurance policies as to which the Company or any Subsidiary is the owner, the beneficiary, or both), Code Section 125 “cafeteria” or “flexible” benefit, employee loan, educational assistance or fringe benefit plan, program, arrangement or agreement, whether written or oral, including, without limitation, any (i) “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or (ii) other employee benefit plans, agreements, programs, policies, arrangements or payroll practices, whether or not subject to ERISA (including any funding mechanism therefor) under which any current or former officer, director, employee, leased employee, consultant or agent (or their respective beneficiaries) of the Company, any Subsidiary or any ERISA Affiliate has any present or future right to benefits or that is sponsored or maintained by the Company, any Subsidiary or any ERISA Affiliate or with respect to which the Company, any Subsidiary or any ERISA Affiliate has made or is required to make payments, transfers or contributions (an “Employee Benefit Plan”). For purposes of this Section 3.1(m), the term “ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Company or any Subsidiary, is treated as a single employer under the provisions of Section 4001(b)(1) of ERISA or Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”).
Clause type: payment
 Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset. Each party against which the Award assesses a monetary obligation shall pay that obligation on or before the 30th day following the date of the Award or such other date as the Award may provide.
Clause type: base-salary
 The Company agrees to pay the Executive, and the Executive agrees to accept, in payment for services to be rendered by the Executive hereunder, a base salary of $500,000 per annum (the “Base Salary”). The Base Salary shall be paid in approximately equal installments, less such sums as may be required to be deducted or withheld under the provisions of federal, state or local law, in accordance with the Company’s customary payroll practices. The Board will review the Executive’s performance and Base Salary annually, with the understanding that said review may result in an additional increase in Base Salary but in no circumstances shall it result in a decrease in Base Salary. For all purposes under this Agreement, the term “Base Salary” shall refer to the Executive’s base salary under this Section 3(a).