bhaskrr/legal-clauses huggingface dataset:
Clause type: grant_of_option
 Pursuant to The Dwyer Group, Inc. 1997 Stock Option Plan (the "Plan") for employees and directors of The Dwyer Group, Inc., a Delaware corporation (the "Company") and its subsidiaries, the Company grants to DONALD E. LATIN (the "Option Holder") an incentive stock option to purchase from the Company a total of 10,000 shares of Common Stock, $0.10 par value, of the Company at $2.25 per share (being the fair market value per share of the Common Stock on the date of this grant), in the amounts, during the periods and upon the terms and conditions set forth in this Agreement.
Clause type: financing
 In the event any construction lender, land lessor, or the permanent lender for the Shopping Center requires, as a condition to financing, modifications to this Lease, then, provided such modifications do not materially alter the approved working plans and do not increase the Rent to be paid hereunder, Landlord shall submit to Tenant a written amendment with such required modifications and if Tenant fails to execute and return the same within thirty (30) days after the amendment has been submitted, Landlord shall be entitled to its remedies as specified in Section 12.5.
Clause type: taxes
 (a) Except as otherwise provided in this Section 2.16, any and all payments by any Loan Party under each Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding (i) in the case of each Lender, each Issuer and each Agent (A) taxes imposed on or measured by its net income or net profits and franchise taxes imposed on such Person by an applicable Governmental Authority, and similar taxes imposed by the jurisdiction (or any political subdivision thereof) under the laws of which such Lender, such Issuer or such Agent (as the case may be) is organized, in which its principal office is located, or in which it is otherwise doing business, or, in the case of any Lender, in which its Domestic Lending Office is located, (B) any branch profits taxes imposed by an applicable Governmental Authority or any similar tax imposed by any jurisdiction in which any Loan Party is located, (C) any withholding taxes payable with respect to payments under the Loan Documents under laws (including any statute, treaty or regulation) in effect on the Closing Date (or, in the case of (w) an Eligible Assignee which became a party to this Agreement after the Closing Date, the date of the Assignment and Acceptance pursuant to which such Eligible Assignee became a party to this Agreement, (x) a successor Agent, the date of the appointment of such Agent, (y) a successor Issuer, the date such Issuer becomes an Issuer and (z) the designation of a new Domestic Lending Office) applicable to such Lender, such Issuer or such Agent, as the case may be, but not excluding any withholding taxes payable as a result of any change in such laws occurring after the Closing Date (or the date of such Assignment and Acceptance or the date of such appointment of such Agent or the date such Issuer becomes an Issuer, as appropriate) and (D) all liabilities, penalties and interest with respect to any of the foregoing, (ii) in the case of each Agent, each Lender and each Issuer, taxes imposed on or measured by its net income or net profits, franchise and similar taxes imposed on it as a result of a present or former connection between such Agent, such Lender or such Issuer (as the case may be) and the jurisdiction of the Governmental Authority imposing such tax or taxing authority thereof or therein and (iii) in the case of each Agent, each Lender and each I...
Clause type: representations
and Warranties. Each Borrower represents and warrants to Agent and Lenders, to induce Agent and Lenders to enter into this Amendment, that no Default or Event of Default exists on the date hereof; the execution, delivery and performance of this Amendment have been duly authorized by all requisite corporate action on the part of such Borrower and this Amendment has been duly executed and delivered by such Borrowers; and all of the representations and warranties made by Borrowers in the Loan Agreement are true and correct on and as of the date hereof, except to the extent any representation or warranty specifically relates to an earlier date.
Clause type: capitalization
 Except as set forth in Schedule 3.02 of the Disclosure Schedule and for new Subsidiaries which may hereafter be formed or acquired in compliance with this Agreement, the Borrower does not, directly or indirectly, own any capital stock of or any form of equity interest in any other Person.
Clause type: employee_benefits
 (a) As used in this Section 3.13, the following terms have the meanings set forth below.
Clause type: interest
 (a) On the last day of each month prior to Separation from Service, interest shall be credited on the Deferral Account at an annual rate equal to ten percent (10%), compounded monthly.
Clause type: taxes
 7.1 Except where required by law or regulatory authority or by the terms of this Agreement, the Parties agree that the Broker will not be expected to act as guarantor to the Company with regard to the payment of any Taxes relating to any Insurance Business. Where at the date of this Agreement it is market practice that the Broker administratively arranges payment of Taxes, that practice shall continue.
Clause type: representations
and Warranties. Each of the parties represents and warrants that: (a) the execution, delivery, and performance of this Agreement have been duly authorized by all requisite action on its part; and (b) this Agreement has been duly executed and delivered by it and constitutes its legal, valid, and binding agreement, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforceability of creditors' rights generally or by general equitable principles.
Clause type: capitalization
 The Company’s authorized capital stock as of January 11, 2006 consisted of (i) 60,000,000 shares of Common Stock, $0.01 par value per share, of which 35,550,378 shares are issued and outstanding, 4,507,521 are reserved for issuance under the Company’s 1994 Stock Option and Incentive Plan, 1996 Stock Option and Incentive Plan, 1996 Non-Employee Director Stock Option Plan, 1997 Incentive Stock Option Plan, Sipex Corporation 1999 Stock Plan, 2000 Non-Qualified Stock Option Plan, 2002 Nonstatutory Stock Option Plan, and 1996 Employee Stock Purchase Plan (such plans collectively, “Employee Benefit Plans”), 3,144,274 shares are reserved for issuance pursuant to options outside the Employee Benefit Plans, and (ii) 1,000,000 shares of Preferred Stock, $0.01 par value per share, of which no shares are issued and outstanding. The Company has not issued any capital stock since that date other than pursuant to (i) the Employee Benefit Plans, or (ii) upon exercise of outstanding warrants or options disclosed in the SEC Filings. The Company has no stock option or stock purchase plans or other equity incentive plans of any kind other than the Employee Benefit Plans. The Conversion Shares to be issued by the Company pursuant to the Transaction Documents have been duly authorized, and when issued in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and will be free from all taxes, liens and charges with respect to the issuance thereof, with the holder thereof entitled to all rights accorded to holders of Common Stock of the Company, generally. The outstanding shares of capital stock of the Company have been duly and validly issued and are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as set forth herein or in the SEC Filings, there are no (i) outstanding rights (including, without limitation, preemptive rights with respect to issuances by the Company of any securities, including without limitation the Securities, of the Company), warrants or options to acquire, or instruments convertible into or exchangeable for, any unissued shares of capital stock or other equity interest in the Company or any Subsidiary, (ii) contracts, commitments, agreements, understandings or arrangements of any kind to which the Company is a party or of...
Clause type: entire
Agreement. This Agreement, including the exhibits and other documents referred to herein which form a part hereof, embodies the entire agreement and understanding or the parties hereto in respect to the subject matter contained herein. There are no restrictions, promises, warranties, covenants or understandings, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties hereto.
Clause type: termination
This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company:
Clause type: headings
The captions and headings of the articles and sections of this Lease are for convenience only, are not a part of this Lease and shall have no effect upon its construction or interpretation.
Clause type: investment-company-act
 The Company is not, and will not be as a result of the transaction contemplated in this Agreement, a company required to be registered under the Investment Company Act of 1940.
Clause type: esop
 “ESOP” shall mean the employee stock ownership plan portion of this Plan which shall consist of the Company Stock ESOP Fund, as described in Section 4.12 below, for each Participant and Beneficiary.
Clause type: now
THEREFORE in consideration of the mutual promises contained herein, the parties hereto, intending to be legally bound, mutually covenant and agree as follows:
Clause type: employee_benefits
 (i) Section 4.14(a) of the DSKX Disclosure Schedule sets forth a true, complete and accurate list of all material Employee Benefit Plans. DSKX has delivered or otherwise made available to PHMD: (i) copies of all material documents embodying and relating to each Employee Benefit Plan, including the plan document, all amendments thereto and all related trust documents; (ii) the most recent annual report (Form 5500), if any, required under ERISA or the Code in respect of each Employee Benefit Plan; (iii) the most recent actuarial report (if applicable) for all Employee Benefit Plans; (iv) the most recent summary plan description, if any, required under ERISA with respect to each Employee Benefit Plan; and (v) the most recent IRS determination or opinion letter issued with respect to each Employee Benefit Plan intended to be qualified under Section 401(a) of the Code. Other than as set forth in Section 411(d)(3) of the Code, there are no restrictions on the ability of the sponsor of each Employee Benefit Plan to amend or terminate any Employee Benefit Plan, and the sponsor of each Employee Benefit Plan has reserved such rights to amend or terminate such Employee Benefit Plan.
Clause type: payment
 Service Provider shall invoice the Business Manager monthly (or any other basis as reasonably agreed to by the Business Manager) for any Services performed during the immediately preceding calendar month (or any other period agreed to by the Business Manager). Payment shall be due thirty (30) days after the date of the Business Manager’s receipt of the same and shall be as provided in Section 2 of Exhibit A attached hereto. The compensation to be paid by the Business Manager under this Article V and Section 2 of Exhibit A attached hereto shall constitute full and complete payment for any and all services rendered and performed by Service Provider under and pursuant to this Agreement, which compensation includes any and all labor, costs and expenses incurred or to be incurred by Service Provider in connection with its performance of the Services.
Clause type: severability
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by Law, the Parties waive any provision of law which renders any such provision prohibited or unenforceable in any respect.
Clause type: loans
 Each Loan (other than Swingline Loans), each payment or prepayment of principal of any Loan (other than Swingline Loans) or reimbursement obligations arising from drawings under Letters of Credit, each payment of interest on the Loans (other than Swingline Loans) or reimbursement obligations arising from drawings under Letters of Credit, each payment of Unused Fees, each payment of the Standby Letter of Credit Fee, each payment of the Trade Letter of Credit Fee, each reduction of the Revolving Committed Amount, and each conversion or extension of any Loan (other than a Swingline Loan), shall be allocated pro rata among the Lenders in accordance with their respective Revolving Commitment Percentages, Foreign Currency Commitment Percentages, Tranche A Term Loan Commitment Percentages or Tranche B Term Loan Commitment Percentages, as applicable.
Clause type: now
THEREFORE in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows:
Clause type: interest
 If the Guarantor fails to pay when due any obligation hereunder, then, to the extent permitted by law, such obligation shall bear interest, payable on demand, from the due date thereof until paid at a fluctuating rate per annum equal to 2% in excess of the Base Lending Rate (as hereinafter defined); provided that no such additional interest shall be payable in respect of any such obligation on which interest is simultaneously accruing pursuant to the Loan Documents. The term “Base Lending Rate” means, for any day, the higher of (i) the rate announced by The Chase Manhattan Bank (the “Bank”) from time to time at its principal office in New York, New York as its prime rate for domestic (United States) commercial loans in effect on such day and (ii) the Federal Funds Rate (as hereinafter defined) in effect on such day plus 1/2%. (Such Base Lending Rate is not necessarily intended to be the lowest rate of interest charged by the Bank in connection with extensions of credit.) Each change in the Base Lending Rate shall result in a corresponding change in the interest rate and such change shall be effective on the effective date of such change in the Base Lending Rate.
Clause type: severability
If any term, provision, condition or covenant of this Agreement or its application to any party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law.
Clause type: interest
 The principal balance outstanding hereunder, from time to time, shall bear interest from and after the date hereof at the rate of two percent (2.0%) per year. Interest shall be calculated on a simple interest basis and the number of days elapsed during the period for which interest is being calculated. Interest shall be payable on the Maturity Date.
Clause type: grant
 Pursuant to the provisions of the Reynolds American Inc. 2009 Omnibus Incentive Compensation Plan (the “Plan”), Reynolds American Inc. (the “Company”) on the date set forth above, has granted to subject to the terms and conditions which follow and the terms and conditions of the Plan, an initial grant (the “Target Number”) of A copy of the Plan has been provided to the Grantee and is made part of this Performance Share Agreement (this “Agreement”) with the same force and effect as if set forth in this Agreement itself. All capitalized terms used in this Agreement shall have the meaning set forth in the Plan, unless otherwise defined in this Agreement.
Clause type: governing
Law. This Master AAU and each AAU will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State, without giving effect to principles of conflicts of law. You hereby irrevocably: (a) submit to the jurisdiction of any court of the State of New York located in the City of New York or the U.S. District Court for the Southern District of the State of New York for the purpose of any suit, action, or other proceeding arising out of this Master AAU, or any of the agreements or transactions contemplated hereby (each, a “Proceeding”), (b) agree that all claims in respect of any Proceeding may be heard and determined in any such court, (c) waive, to the fullest extent permitted by law, any immunity from jurisdiction of any such court or from any legal process therein, (d) agree not to commence any Proceeding other than in such courts, and (e) waive, to the fullest extent permitted by law, any claim that such Proceeding is brought in an inconvenient forum.
Clause type: loans
 (a) Within ten (10) days of the receipt of a Loan Request which satisfies the terms and conditions hereunder, Niobe shall make a loan to the Company in an amount equal to the lesser of (i) the amount sought in such Loan Request, or (ii) $11.25 million less the aggregate amount of all loans previously made to the Company by Niobe pursuant to the 2014 Credit Facility Agreement, as amended (the “Available Amount”);
Clause type: headings
The headings of this Agreement are inserted for convenience and identification only, and are in no way intended to describe, interpret, define or limit the scope, extent or intent hereof.
Clause type: counterparts
This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart.
Clause type: definitions
Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall from and after the date hereof refer to the Credit Agreement as amended hereby.
Clause type: payment
 Subject to and in accordance with this Schedule 4 and paragraph 9 of Schedule 8, Network Rail shall, in respect of each Charging Period, pay or procure payment of:
Clause type: conversion_of_shares
 If all of the outstanding Shares of the Company is converted into shares of Ordinary Share, then this Warrant shall automatically become exercisable for that number of shares of Ordinary Share equal to the number of shares of Ordinary Share that would have been received if this Warrant had been exercised in full and the Warrant Shares received thereupon had been simultaneously converted into shares of Ordinary Share immediately prior to such event, and the Per-Share Exercise Price shall be automatically adjusted to equal the number obtained by dividing (i) the Warrant Exercise Price for which this Warrant was exercisable immediately prior to such conversion, by (ii) the number of shares of Ordinary Share for which this Warrant is exercisable immediately after such conversion.
Clause type: representations
and Warranties. The Company represents and warrants to, and agrees with, the Manager at the Execution Time and on each such time the following representations and warranties are repeated or deemed to be made pursuant to this Agreement, as set forth below or in the Registration Statement, the Prospectus or the Incorporated Documents.
Clause type: compensation
 For its services hereunder, the Escrow Agent shall be entitled to a one-time account acceptance fee of $500, plus an annual escrow fee of $600 for the Escrow Accounts and transaction fees of $5 per deposit and/or distribution. In addition to the foregoing fees, all reasonable out-of-pocket expenses relating to the administration of this Agreement and the Escrow Accounts such as, but not limited to, wire fees, postage, shipping, courier, telephone and facsimile charges will be paid directly by the Fund.
Clause type: confidentiality
In the event of the consummation or public announcement of any Offering, Wainwright shall have the right to disclose its participation in such Offering, including, without limitation, the Offering at its cost of “tombstone” advertisements in financial and other newspapers and journals.
Clause type: ownership_of_shares
 Each GVTC Shareholder represents and warrants, severally but not jointly, to CNC that he, she or it is the owner of the number of shares of common stock of GVTC set forth opposite his or her name on Exhibit A, and that such shares are not subject to any pledge or other lien, security interest, restriction or encumbrance, except any restrictions arising pursuant to the terms of the GVTC Shareholders Agreement.
Clause type: employee_benefits
 The Employee shall be entitled to all benefits to which other executive officers of the Company are entitled, on terms comparable thereto, including, without limitation, participation in pension and profit sharing plans, 401(k) plan, group insurance policies and plans, medical, health, vision, and disability insurance policies and plans, and the like, which may be maintained by the Company for the benefit of its executives. The Company reserves the right to alter and amend the benefits received by Employee from time to time at the Company’s discretion.
Clause type: loans
 Mortgage Loans and other types of debt financing provided by the Company.
Clause type: investments
 The assets held under the Account will be invested by the Trustee in the manner provided by the Declaration. All investments must comply with the rules set out in the Tax Act regarding investments in a registered retirement savings plan.
Clause type: insurance
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged. All of the insurance policies of the Company and its Subsidiaries are in full force and effect and are valid and enforceable in accordance with their terms, and the Company and its Subsidiaries have complied with all material terms and conditions thereof. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.