bhaskrr/legal-clauses huggingface dataset:
Clause type: insurance
Borrower has obtained and has delivered to Lender certified copies of all insurance policies reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. To the best of Borrower's knowledge, no claims have been made under any such policy, and no Person, including Borrower, has done, by act or omission, anything which would impair the coverage of any such policy.
Clause type: termination
The provisions of this Section 4 shall terminate upon the earlier of the following events:
Clause type: insurance
The terms of each Receivable require the related Obligor to obtain and maintain physical damage insurance covering the related Financed Vehicle in accordance with TMCC’s normal requirements. No Financed Vehicle was subject to force-placed insurance.
Clause type: compensation
 As full compensation for all services rendered and obligations assumed by the Sub-Advisor hereunder with respect to each Series, the Manager shall pay the compensation specified in Appendix A to this Agreement. 5. Liability of Sub-Advisor Neither the Sub-Advisor nor any of its directors, officers, employees, agents or affiliates shall be liable to the Manager, the Fund or its shareholders for any loss suffered by the Manager or the Fund resulting from any error of judgment made in the good faith exercise of the Sub-Advisor's investment discretion in connection with selecting investments for a Series or as a result of the failure by the Manager or any of its affiliates to comply with the terms of this Agreement, except for losses resulting from willful misfeasance, bad faith or gross negligence of, or from reckless disregard of, the duties of the Sub-Advisor or any of its directors, officers, employees, agents, or affiliates. 6. Supplemental Arrangements The Sub-Advisor may enter into arrangements with other persons affiliated with the Sub-Advisor or with unaffiliated third parties to better enable the Sub-Advisor to fulfill its obligations under this Agreement for the provision of certain personnel and facilities to the Sub- Advisor, subject to written notification to and approval of the Manager and, where required by applicable law, the Board of Directors of the Fund. 7. Regulation The Sub-Advisor shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body may request or require pursuant to applicable laws and regulations. 8. Duration and Termination of This Agreement This Agreement shall become effective on the latest of (i) the date of its execution, (ii) the date of its approval by a majority of the Board of Directors of the Fund, including approval by the vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, the Sub-Advisor, Principal Life Insurance Company or the Fund cast in person at a meeting called for the purpose of voting on such approval or (iii) if required by the 1940 Act, the date of its approval by a majority of the outstanding voting securities of the Series. It shall continue in effect thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority ...
Clause type: headings
The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.
Clause type: severability
In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.
Clause type: base-salary
 As compensation for services hereunder and in consideration of the protective covenants set forth in Article III of this Agreement, during the Employment Term, Employee shall be paid an annual base salary of $367,744, subject to increase at the discretion of the Board (in addition to the automatic increase described herein), payable in accordance with the Company’s normal payroll practices; provided, however, that from the Effective Date through December 31, 2010, Employee’s annual rate of base salary shall be $330,969.60. During the Employment Term, Employee’s base salary shall be increased at least annually in an amount that is not less than the increase in the Consumer Price Index for the region covering New Jersey as reported by the Bureau of Labor Statistics of the U.S. Department of Labor for the relevant time period. Notwithstanding anything contained herein to the contrary, Employee’s base salary may be reduced by the Board without the consent of Employee in connection with an across the board salary reduction applicable to all employees of the Company whose position is at the (i) “Director” level and above, provided that such reduction does not exceed 5% of Employee’s base salary as in effect immediately prior to such reduction or (ii) “Managerial” level and above, provided that such reduction does not exceed 10% of Employee’s base salary as in effect immediately prior to such reduction and, in any case, provided that such reduction is at a percentage no greater than the percentage applicable to any such other employee. Any such base salary reduction may not be imposed more than one time during any three year period (measured from the end of the most recent base salary reduction). Following the end of any such base salary reduction, Employee’s rate of base salary shall be increased to the rate in effect immediately prior to such reduction. Employee’s base salary, as it may be in effect from time to time, is referred to herein as “Base Salary.”
Clause type: severability
If any provision of this Agreement for any reason shall be held to be illegal, invalid or unenforceable, such illegality shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such illegal, invalid or unenforceable provision had never been included herein.
Clause type: investment-company-act
 The Lessee is not, and will not become, an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act
Clause type: assignment
Successors and Assigns. Without the City's written consent, the Contractor shall not assign (which includes to delegate) any of its rights (including the right to payment) or duties that arise out of this contract. The City Manager may consent to an assignment without action by the City Council. Unless the City otherwise agrees in writing, the Contractor and all assignees shall be subject to all of the City’s defenses and shall be liable for all of the Contractor’s duties that arise out of this contract and all of the City’s claims that arise out of this contract. Without granting the Contractor the right to assign, it is agreed that the duties of the Contractor that arise out of this contract shall be binding upon it and its heirs, personal representatives, successors, and assigns.
Clause type: now
THEREFORE in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:
Clause type: investments
 No Borrower shall (i) make or hold any investment in any common stocks, bonds or securities of any Person, or make any further capital contribution to any Person, other than (x) the common stock of any Subsidiary and the capital contributions therein or (y) notes or securities issued by a customer or account debtor of such Borrower as security for any Account or (ii) be or become a party to any joint venture or other partnership, provided, however, that such Borrower may hold cash in its Deposit Accounts.
Clause type: compensation
 (a) During the Employment Period, the Company will pay to Executive an annual base salary (“Base Salary”) as determined from time to time by the Compensation Committee of the Board (the “Committee”), minus applicable withholdings, payable in accordance with the Company’s normal payroll practices. Executive’s Base Salary will be adjusted annually at the discretion of the Committee based upon the performance of Executive and the Company.
Clause type: termination
The Company and Placement Agent may terminate the appointment of the Escrow Agent hereunder upon written notice specifying the date upon which such termination shall take effect, which date shall be at least 30 days from the date of such notice. In the event of such termination, the Company and Placement Agent shall, within 30 days of such notice, appoint a successor escrow agent and the Escrow Agent shall, upon receipt of written instructions signed by the Company and Placement Agent, turn over to such successor escrow agent all of the Escrow Funds; provided, however, that if the Company and Placement Agent fail to appoint a successor escrow agent within such 30-day period, such termination notice shall be null and void and the Escrow Agent shall continue to be bound by all of the provisions hereof. Upon receipt of the Escrow Funds, the successor escrow agent shall become the escrow agent hereunder and shall be bound by all of the provisions hereof and the Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Funds and under this Agreement.
Clause type: investment-company-act
 None of Howmet or any Borrowing Subsidiary is an “investment company” as defined in, or is required to be registered as an “investment company” under, the Investment Company Act of 1940.
Clause type: confidentiality
After the Closing, each Seller will use commercially reasonable efforts to treat and hold as such all Confidential Information and refrain from using any Confidential Information except in connection with this Agreement. In the event that such Seller is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, such Seller will notify the Buyer promptly of the request or requirement so that the Buyer may seek an appropriate protective order or waive compliance with the provisions of this Section 7.11. If, in the absence of a protective order or the receipt of a waiver hereunder, such Seller is, on the advice of counsel, compelled to disclose any Confidential Information or else stand liable for contempt, such Seller may so disclose the Confidential Information; provided, however, that such Seller shall use its commercially reasonable efforts to obtain, at the request and expense of the Buyer, an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as the Buyer shall designate.
Clause type: grant_of_option
 Issuer hereby grants to Grantee an unconditional, irrevocable option (the "Option") to purchase, subject to the terms hereof, up to 557,409 fully paid and nonassessable shares of common stock, par value $7.50 per share ("Common Stock"), of Issuer at a price per share equal to $37.66 (the "Initial Price"); provided, however, that in the event Issuer issues or agrees to issue (other than pursuant to options to issue Common Stock in effect as of the date hereof) any shares of Common Stock at a price less than the Initial Price (as adjusted pursuant to Section 5(b)), such price shall be equal to such lesser price (such price, as adjusted as hereinafter provided, the "Option Price"). The number of shares of Common Stock that may be received upon the exercise of the Option and the Option Price are subject to adjustment as herein set forth.
Clause type: ownership_of_shares
 Each Seller is the owner of the number of Shares listed opposite the name of such Seller on Schedule 3.3 hereto, free and clear of all liens, charges and other encumbrances of any nature whatsoever except as disclosed on Schedule 3.3. Schedule 3.3 sets forth a true and complete list of all current beneficiaries of the trusts that are listed on Schedule 3.3 as Sellers of Shares hereunder, and such beneficiaries constitute the only persons, other than the Sellers, with any beneficial interest in the Shares. The Shares constitute all the issued and outstanding shares of capital stock of Action. Each Seller has the full legal right, power and authority to sell, assign, transfer and deliver his Shares to Purchaser, free and clear of all liens, charges and other encumbrances of any nature whatsoever except as reflected on Schedule 3.3. By virtue of the transfer of the Shares and the delivery of the stock certificates to Purchaser pursuant to Section 2.1 hereof, Purchaser has obtained full and legal title to all of the Shares, free and clear of any lien, charge or other encumbrance whatsoever except as reflected on Schedule 3.3.
Clause type: definitions
As used herein, the following terms shall have meanings assigned to them below:
Clause type: assignment
This Agreement may not be assigned by either party hereto without the written consent of the other, but shall be binding upon the successors of the parties.
Clause type: loans
 The Member may lend money to the Company as approved by the Member. If the Member lends money to the Company, the amount of any such loan shall be a debt due from the Company to the Member, at such rates and on such terms as determined reasonable by the Member.
Clause type: loans
 A loan by a Partner to the Partnership shall not be considered a capital contribution and shall be repaid as debt of the Partnership.
Clause type: indemnification
The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.
Clause type: compensation
 For and in consideration of the services to be provided by Provider under this Contract, HISD will pay Provider for the performance of services at the rates set forth in the attached Exhibit. The compensation to be paid will be charged to the budget determined by the purchase order submitted. Original invoices should be sent for processing to the Controller’s Office. Upon receipt by the Controller’s Office, undisputed invoices will be processed for payment within 30 days of its receipt. In the event this Contract is terminated prior to the end of the stated term, payments will only be made to the extent that work satisfactory to HISD has been performed and is undisputed prior to termination. To the extent that HISD's obligation hereunder for payment of compensation is limited to and expressly subject to receipt of any funds from TEA under the provision of the Elementary and Secondary Education Act of 1965 as amended by Public Law 100- 297, ESEA Title I-Part A and that such funds are specifically designated for this program, Provider agrees to comply with all of the following requirements. In the event such funds are not received by HISD, or only partial funding is received from TEA, HISD may terminate this contract and not be liable for the remaining balance of the contract to the extent that the work has not been performed. In the event HISD is ever required to refund any funds received from TEA specifically designated for this program, based upon Provider’s failure to adhere to the requirements herein, then it is understood and agreed that Provider shall be liable for and shall refund such amounts received by them to HISD within fifteen (15) days of receipt of written notice from HISD. Provider agrees to comply with all rules, regulations, ordinances, statutes, and other laws, whether local, state or federal, including, but not limited to, all audit and other requirements of the Single Audit Act of 1984. In the event an audit occurs and any expenditures relating to this Contract are disallowed, based upon Provider’s failure to adhere to the requirements herein, Provider agrees to reimburse HISD immediately for the full amount of such disallowed expenditures. Provider shall provide all services and perform all functions in accordance with the U.S. Office of Management and Budget (OMB) Circular Nos. A-133, A- 110, and any other applicable OMB circulars, and in accordance with HISD’s Procedures which HISD shall provide to Provider, regarding regulatory and ...
Clause type: headings
The underlined headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.
Clause type: taxes
 The Optionee hereby agrees that he or she shall pay to the Company, in cash, any federal, state and local taxes or other items of any kind required by law to be withheld with respect to the Option granted to him or her hereunder. If the Optionee does not make such payment to the Company, the Company shall have the right to deduct from any payment of any kind otherwise due to the Optionee from the Company (or from any Subsidiary or Affiliate of the Company), any federal, state and local taxes or other items of any kind required by law to be withheld with respect to the Option, the exercise thereof or the Common Shares to be purchased by the Optionee under this Agreement. The Option shall not be treated as an incentive stock option under Section 422 or any successor Section thereto of the Internal Revenue Code of 1986, as amended.
Clause type: compensation
 Except as provided below, the Manager will pay to the Sub- Manager as compensation for the Sub-Managers services rendered, a fee, computed and paid quarterly at the annual rate of 0.35% per annum of average aggregate net asset value of the assets in equity and asset allocation Allocated Sleeves and 0.40% per annum of average aggregate net asset value of the assets in fixed income Allocated Sleeves, except for fixed income Allocated Sleeves in certain fixed income Funds enumerated as follows (with the per annum fee provided in parentheses): Putnam Money Market Liquidity Fund (0.20%), Putnam Short Term Investment Fund (0.20%), Putnam Money Market Fund (0.25%), Putnam Tax Exempt Money Market Fund (0.25%), Putnam VT Money Market Fund (0.25%), Putnam Short Duration Income Fund (0.25%), Putnam Short-Term Municipal Income Fund (0.25%), Putnam American Government Income Fund (0.25%), Putnam Income Fund (0.25%), Putnam U.S. Government Income Trust (0.25%), Putnam VT American Government Income Fund (0.25%), and Putnam VT Income Fund (0.25%). Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during a quarter at the close of business on each business day during such quarter while this Contract is in effect. Such fee shall be payable for each quarter within 30 days after the close of such quarter. The Sub-Manager shall look only to the Manager for payment of its fees. No Fund shall have any responsibility for paying any fees due the Sub-Manager. With respect to each of Putnam High Income Securities Fund, Putnam Master Intermediate Income Trust and Putnam Premier Income Trust, the Manager will pay to the Sub-Manager as compensation for the Sub-Managers services rendered, a fee, computed and paid quarterly at the annual rate of 0.40% of Average Weekly Assets in Allocated Sleeves. Average Weekly Assets means the average of the weekly determinations of the difference between the total assets of the Fund (including any assets attributable to leverage for investment purposes) attributable to an Allocated Sleeve and the total liabilities of the Fund (excluding liabilities incurred in connection with leverage for investment purposes) attributable to such Allocated Sleeve, determined at the close of the last business day of each week, for each week which ends during the quarter. Such fee shall be payable for each quarter within 30 days after the close of such quarter. As used in this Section 3, leverage fo...
Clause type: capitalization
 The authorized share capital of Aurizon consists of an unlimited number of Aurizon Shares and an unlimited number of preferred shares (“Preferred Shares”) issuable in a series, of which a maximum of 8,050,000 Series “A” convertible Preferred Shares and 1,135,050 Series “B” convertible Preferred Shares may be issued. As of the date hereof, there are issued and outstanding 164,562,827 Aurizon Shares, no Preferred Shares, 260,480 DSUs and 244,287 RSUs. As of the date hereof, an aggregate of up to 10,500,675 Aurizon Shares are issuable upon the exercise of Aurizon Options. Except as disclosed in Schedule 3.1(g) of the Disclosure Letter and except for the Aurizon Options, there are no other options, warrants, conversion privileges or other rights, shareholder rights plans (other than the Aurizon Shareholder Rights Plan), agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character whatsoever requiring or which may require the issuance, sale or transfer by Aurizon of any securities of Aurizon (including Aurizon Shares), or any securities or obligations convertible into, or exchangeable or exercisable for, or otherwise evidencing a right or obligation to acquire, any securities of Aurizon (including Aurizon Shares). All outstanding Aurizon Shares have been duly authorized and validly issued, are fully paid and non-assessable, and all Aurizon Shares issuable upon the exercise of Aurizon Options in accordance with their respective terms have been duly authorized and, upon issuance, will be validly issued as fully paid and non-assessable, and are not and will not be subject to, or issued in violation of, any pre-emptive rights. All securities of Aurizon (including Aurizon Shares, Aurizon Options, DSUs and RSUs) have been issued in compliance with all applicable Laws and Securities Laws. Other than the Aurizon Shares, there are no securities of Aurizon outstanding which have the right to vote generally (or are convertible into or exchangeable for securities having the right to vote generally) with Aurizon Shareholders on any matter. There are no outstanding contractual or other obligations of Aurizon to repurchase, redeem (other than under the DSU Plan and the RSU Plan) or otherwise acquire any of its securities or with respect to the voting or disposition of any outstanding securities of any of its subsidiaries. There are no outstanding bonds, debentures or other evidences of indebtedness of Aurizon or any of its subsidiaries havin...
Clause type: loans
 The Members shall not make loans to the Company unless the Members unanimously agree in writing to make such loans.