bhaskrr/legal-clauses huggingface dataset:
Clause type: loans
 Subject to and upon the terms, covenants, and conditions of this Agreement, Lender agrees to make loans (hereinafter called, individually, a “Loan” and, collectively, the “Loans”) to Borrower prior to the Termination Date for Approved Purposes in connection with one or more Projects in an aggregate principal amount at any one time outstanding up to but not exceeding the Maximum Commitment. Within the limit of the Maximum Commitment, Borrower may borrow, repay, and reborrow at any time and from time to time from the Effective Date to the earlier of (a) the Termination Date or (b) the termination of Lender’s Commitment hereunder. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN THE LOAN DOCUMENTS, ALL LOANS SHALL BE MADE ONLY AT THE SOLE DISCRETION OF LENDER AND LENDER SHALL NOT BE OBLIGATED TO PROVIDE ANY PARTICULAR LOAN AND/OR ACCOMMODATE ANY RENEWAL AND EXTENSION REQUEST RELATING TO ANY LOAN.
Clause type: base-salary
 During the Employment Term, in consideration of the performance by the Executive of the Executive's obligations hereunder to the Company and its parents, subsidiaries, affiliates and joint ventures (collectively, the "Company Affiliated Group") in any capacity (including any services as an officer, director, employee, member of any Board committee or management committee or otherwise), the Company shall pay to the Executive an annual salary of L220,000 (the "Base Salary"). The Base Salary shall be payable in accordance with the normal payroll practices of the Company in effect from time to time for senior management generally; provided that the Executive may designate at one time each year a percentage of cash compensation, not yet paid, to be paid in U.S. Dollars, with the exchange rate set on the date that such designation is made by reference to the noon buying rate as quoted by the Federal Reserve Bank of New York. If the Executive provides services to members of the Company Affiliated Group other than the Company, no additional compensation shall be paid by any such member to the Executive, and any compensation for such services (if any) shall be paid to the Company.
Clause type: now
THEREFORE in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the Parties agree as follows:
Clause type: interest
 The Borrower shall pay on the amount of the Principal Sum, interest at a rate of 8% per annum, payable on Maturity. The Borrower shall pay interest at the aforesaid rate on all overdue interest.
Clause type: headings
The sections, subjects and headings in this Amendment are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Amendment.
Clause type: miscellaneous
(a) THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
Clause type: investments
 Each Guarantor shall not, and shall cause their respective Subsidiaries to not, make any loan or advance to any Person or purchase or otherwise acquire the Capital Stock or obligations of, or any other equity or interest in, any Person, or all or substantially all of the assets of any Business Unit or any Person (collectively, “Investments”) or enter into any agreement to do any of the foregoing, except: (a) Investments held in the form of Cash Equivalents; (b) receivables owing to any Guarantor or any of their Subsidiaries arising in the ordinary course of business; (c) Investments existing as of the date of this Guaranty, reflected on the pro forma balance sheet referred to in Section 3.6(a) and in amounts not greater than the amounts referred to therein; (d) Investments made by any Guarantor to or in any other Guarantor, the Borrower or any Affiliate Guarantor; (e) Investments made by any Subsidiary of any Guarantor to or in the Borrower, any Guarantor or any Affiliate Guarantor; and (f) Investments made by the Borrower in the form of loans and advances to Affiliates of the Borrower under or in connection with Treasury Management Contracts the ordinary course of business; provided that the aggregate principal amount of all such loans and advances does not exceed One Hundred Thousand Dollars ($100,000) at any one time outstanding.
Clause type: definitions
For purposes of this Section 5, the term “Company” means not only Santarus, Inc., but also any company, partnership or entity which, directly or indirectly, controls, is controlled by or is under common control with Santarus, Inc.
Clause type: interest
 No agreement relating to the Indebtedness shall be construed to be a contract for or to authorize charging or receiving, or require the payment or permit the collection of, interest at a rate or in an amount above that authorized by law. Interest payable under any agreement above that authorized by law shall be reduced automatically to the highest amount permitted by law.
Clause type: severability
The provisions of this Agreement will be deemed severable, and if any part of any provision is held illegal, void or invalid under applicable law, such provision may be changed to the extent reasonably necessary to make the provision, as so changed, legal, valid and binding. If any provision of this Agreement is held illegal, void or invalid in its entirety, the remaining provisions of this Agreement will not in any way be affected or impaired but will remain binding in accordance with their terms.
Clause type: representations
and Warranties. The representations and warranties contained in each Financing Agreement (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) are correct on and as of the date hereof as though made on and as of the date hereof.
Clause type: investment-company-act
 Neither DISH nor Merger Sub is, or will become after giving effect to the Merger and issuance of DISH Shares, an “investment company” required to be registered under the Investment Company Act of 1940, as amended.
Clause type: base-salary
 During the Term, Executive will receive a base salary of six hundred thousand U.S. dollars (US$600,000) per annum (pro-rated for any partial year), payable in accordance with the Company’s regular payroll practices and subject to such deductions or amounts to be withheld as required by applicable law and regulations or as may be agreed to by Executive. In the event that the Company, in its sole discretion, from time to time determines to increase Executive’s base salary, such increased amount shall, from and after the effective date of such increase, constitute the “base salary” of Executive for purposes of this Agreement.
Clause type: termination
(a) This Agreement may be terminated with respect to the Firm Securities or any Option Securities in the sole discretion of the Representatives by notice to the Company given prior to the Firm Closing Date or the related Option Closing Date, respectively, in the event that the Company shall have failed, refused or been unable to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder at or prior thereto or, if at or prior to the Firm Closing Date or such Option Closing Date, respectively,
Clause type: taxes
 Make or change any Tax election, file any amended Tax Return, enter into any closing agreement, settle or compromise any liability with respect to Taxes, agree to any adjustment of any Tax attribute, file any claim for a refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment.
Clause type: termination
This Agreement shall terminate and be of no further force or effect when there shall no longer be any Registrable Securities outstanding; provided, that the provisions of Section 6 and Section 7 shall survive any such termination.
Clause type: indemnification
(a) Notwithstanding the existence of any insurance, and without regard to the policy limits of any such insurance or self-insurance, but subject to Section 13.3 and Section 8.3, Lessee will protect, indemnify, hold harmless and defend Lessor from and against all liabilities, losses, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses), to the extent permitted by law, imposed upon or incurred by or asserted against Lessor Indemnified Parties by reason of: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks, including without limitation any claims under liquor liability, “dram shop” or similar laws, (b) any use, misuse, non-use, condition, management, maintenance or repair by Lessee or any of its agents, employees or invitees of the Leased Property or Lessee’s Personal Property during the Term or any litigation, proceeding or claim by governmental entities or other third parties to which a Lessor Indemnified Party is made a party or participant related to such use, misuse, non-use, condition, management, maintenance, or repair thereof by Lessee or any of its agents, employees or invitees, including any failure of lessee or any of its agents, employees or invitees to perform any obligations under this Lease or imposed by applicable law (other than arising out of Condemnation proceedings), (c) any Impositions that are the obligations of Lessee pursuant to the applicable provisions of this Lease, (d) any failure on the part of Lessee to perform or comply with any of the terms of this Lease, and (e) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by the landlord thereunder.
Clause type: compensation
 In those cases where the President finds that curricular requirements prevent creating a percentage of full-time workload for coaching forensics, the President may authorize compensation in accordance with Article 12.
Clause type: interest
 The Company promises to pay interest on the principal amount of this Note at the rate of 8-7/8% per annum from the date of original issuance until maturity. The Company will pay interest and Additional Interest semi-annually on March 15 and September 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an "Interest Payment Date"). Interest on the Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date with respect to a Note issued on the Issue Date shall be September 15, 2003. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue payments of the principal, Purchase Price and Redemption Price of this Note from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periods) hereon from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
Clause type: representations
and Warranties. The representations and warranties of each Investor contained in Section 3 shall be true in all respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, except that any representations and warranties stated as being true and correct as of a date other than the date hereof shall be true and correct as of such other date.
Clause type: taxes
 In addition to any other charges specified hereunder, the Fund ----- shall pay any sales tax, use tax, transfer tax, excise tax, tariff, duty, or any other tax or payment in lieu thereof imposed by any governmental authority or agency as a direct result of the provision by Chase of goods or services hereunder, except for taxes based on Chase's net income.
Clause type: investment-company-act
 The Current Issuer is not an "investment company" as defined in the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"), and the offer and sale of the Notes in the United States will not subject the Current Issuer to registration under, or result in a violation of, the Investment Company Act;
Clause type: whereas
the Depositor, the Sellers, the Trustee and Countrywide Home Loans Servicing LP, as Master Servicer, have entered in the Pooling and Servicing Agreement, dated as of [month] 1, 2003 (the "Pooling and Servicing Agreement"), in relation to the CHL Mortgage Pass-Through Trust 200_-_, Mortgage Pass-Through Certificates, Series 200_-_;
Clause type: capitalization
 JHVIT has an unlimited number of authorized shares of beneficial interest, par value $.01 per share. All of the outstanding shares of JHVIT have been duly authorized and are validly issued, fully paid and non-assessable (except as disclosed in JHVIT’s prospectus and recognizing that under Massachusetts law, shareholders of a series of JHVIT could, under certain circumstances, be held personally liable for the obligations of such series). All such shares of the Acquired Fund will, at the Effective Time of the Reorganization, be held by the shareholders of record of the Acquired Fund as set forth on the books and records of JHVIT in the amounts set forth therein, and as set forth in any list of shareholders of record provided to the Acquiring Fund for purposes of the Reorganization, and no such shareholders of record will have any preemptive rights to purchase any Acquired Fund shares, and the Acquired Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any Acquired Fund shares (other than any existing dividend reinvestment plans of the Acquired Fund or as set forth in this Plan), nor are there outstanding any securities convertible by their terms into any shares of the Acquired Fund (except pursuant to any existing exchange privileges described in the current prospectus and statement of additional information of JHVIT). All of the Acquired Fund’s issued and outstanding shares have been offered and sold in compliance in all material respects with applicable registration requirements of the Securities Act and applicable state securities laws.
Clause type: severability
If any provision of this Agreement shall be determined to be void or unenforceable under the Act or the Rules and Regulations made thereunder or under other applicable laws, such provisions of the Agreement shall be deemed amended or deleted in so far as reasonably inconsistent with the purpose of this Agreement and to the extent necessary to conform to Act or the Rules and Regulations made thereunder or the applicable law, as the case may be, and the remaining provisions of this Agreement shall remain valid and enforceable as applicable at the time of execution of this Agreement.
Clause type: representations
and Warranties. The representations and warranties made by the Credit Parties herein or in any other Credit Documents or which are contained in any certificate furnished at any time under or in connection herewith shall be true and correct in all material respects on and as of the date of such Extension of Credit as if made on and as of such date (except for those which expressly relate to an earlier date).
Clause type: severability
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated only to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.
Clause type: loans
 Except as permitted in Subsection 8.2, there are no loans, other indebtedness for borrowed money of such Borrower or any of its Subsidiaries or any guaranties made by such Borrower or any of its Subsidiaries.
Clause type: base-salary
 Subject to the provisions of Article III of this Agreement, during the Term, Company shall pay Employee a “Base Salary” of $300,000.00 on an annualized basis or such higher annual rate as may from time to time be approved by the Board. Such Base Salary shall be paid in substantially equal regular periodic payments, less deductions and withholdings, in accordance with Company’s regular payroll procedures, policies and practices for executive officers, as such may be modified from time to time. The Base Salary shall be reviewed by the Board annually for potential adjustment on the basis of performance; and Employee shall be eligible, at Company’s sole discretion, for annual salary increases consistent with Company’s procedures, policies and practices. If Employee’s Base Salary is increased from time to time during the Term, the increased amount shall become the Base Salary for the remainder of the Term and any extensions of the Term and for as long thereafter as required pursuant to Article III as applicable, subject to any subsequent increases.
Clause type: base-salary
 Employer shall pay Employee a base salary ("Base Salary") at the rate of One Hundred Twenty-Five Thousand Dollars ($125,000) per annum, payable semi-monthly; provided, however, that in the event that the aggregate gross revenues of Employer attributable to the combined businesses of Client Server Solutions, Inc., and Enterprise Solutions Group, Inc. (collectively, the "CSS Group") for the first Contract Year equal or exceed Six Million Dollars ($6,000,000), Employee shall receive a bonus equal to Twenty-Five Thousand Dollars ($25,000), which bonus shall be paid to Employee within 45 days of the end of the first Contract Year, and Employer shall pay Employee a revised Base Salary at the rate of One Hundred Fifty Thousand Dollars ($150,000) per annum for the second Contract Year. If the gross revenues of Employer attributable to the CSS Group during the first Contract Year are less than Six Million Dollars ($6,000,000), then Employee shall receive a bonus in an amount to be calculated as set forth on Exhibit A hereto, which bonus shall be paid to Employee within 45 days of the end of the second Contract Year and Employee's Base Salary for the second Contract Year shall remain One Hundred Twenty-Five Thousand Dollars ($125,000). If the parties agree to renew this Agreement for a subsequent term or terms, base salary shall be increased from its then current rate by the greater of; a) a minimum of Five-Percent (5%) per year (the "Minimum Increase"); or b) as the Board of Directors shall determine if in excess to the Minimum Increase, payable semi-monthly beginning January 1, 2001. Future salary increases will be subject to mutual agreement in accordance with job performance. The Base Salary shall be payable in accordance with the usual and customary payroll payment practices from time to time adopted by Employer. Directors may consider other meritorious adjustments in compensation or a bonus under appropriate circumstance, including the conception of valuable or unique inventions, processes, discoveries or improvements capable of profitable exploitation.
Clause type: dividends
 All cash and other dividends and distributions, if any, that are paid with respect to the Restricted Shares shall be paid to the Participant at the time that the portion of this Award to which such dividends or other distributions relate vests and becomes nonforfeitable.
Clause type: taxes
 (a) Creative Vistas has (i) duly filed with the appropriate taxing authorities all tax returns required to be filed by or with respect to its business, or are properly on extension and all such duly filed tax returns are true, correct and complete in all material respects, and (ii) paid in full or made adequate provisions for on its balance sheet (in accordance with GAAP) all Taxes (as defined in Section 9.12 hereof) shown to be due on such tax returns. There are no liens for Taxes upon the assets of Creative Vistas except for statutory liens for current Taxes not yet due and payable or which may thereafter be paid without penalty or are being contested in good faith. Creative Vistas has not received any notice of audit, is not undergoing any audit of its tax returns, or has received any notice of deficiency or assessment from any taxing authority with respect to liability for Taxes of its business which has not been fully paid or finally settled. There have been no waivers of statutes of limitations by Creative Vistas with respect to any tax returns. Creative Vistas has not filed a request with the Internal Revenue Service for changes in accounting methods within the last three years which change would affect the accounting for tax purposes, directly or indirectly, of its business. Creative Vistas has not executed an extension or waiver of any statute of limitations on the assessment or collection of any Taxes due (excluding such statutes that relate to years currently under examination by the Internal Revenue Service or other applicable taxing authorities) that is currently in effect.
Clause type: payment
 Executive’s Base Salary will be paid ratably during each 12-month period under this Agreement on a basis consistent with other Company executives. The Bonus provided in Paragraph 4(b), if granted by the CEO with the approval of the Compensation Committee, will be paid in a single payment within thirty (30) days after the independent certified public accountants regularly employed by the Company have made available to the Company the Company’s audited financial statements for the appropriate fiscal year. All payments under this Agreement will be subject to withholding or deduction by reason of the Federal Insurance Contribution Act, as amended, federal income tax, state income tax and all other applicable laws and regulations.
Clause type: capitalization
 Subject to modification by the PARENT prior to the Closing for purposes of effectuating the terms of this Agreement, the authorized capital stock of PARENT consists of 350,000,000 shares of common stock, $0.001 par value per share, and 50,000,000 of preferred stock. As of December 31, 2008, there were 77,549,138 shares of common stock issued and outstanding. Except as disclosed on Schedule 2.02(a) hereto, no shares have been reserved for issuance to any person, and there are no other outstanding rights, warrants, options or agreements for the purchase of capital stock from PARENT except as provided in this Agreement. Except as disclosed on Schedule 2.02(b) hereto, no Person is entitled to any rights with respect to the issuance or transfer of the Issuable Shares. The outstanding shares are validly issued, fully paid, non-assessable, and have been issued in compliance with all state and federal securities laws or other Applicable Law. The authorized capital stock of SUB consists of 1,000 shares of common stock, $0.0001 par value per share, and no authorized shares of preferred stock. As of the date of this Agreement, there were 10 shares of common stock issued and outstanding. Except as disclosed on Schedule 2.02(b) hereto, no shares have been reserved for issuance to any person, and there are no other outstanding rights, warrants, options or agreements for the purchase of capital stock from SUB except as provided in this Agreement. Except as disclosed on Schedule 2.02(b) hereto, no Person is entitled to any rights with respect to the issuance or transfer of the Issuable Shares. The outstanding shares are validly issued, fully paid, non-assessable, and have been issued in compliance with all state and federal securities laws or other Applicable Law. As of the Effective Time, SUB shall not have filed a registration statement as to any of its shares.