bhaskrr/legal-clauses huggingface dataset:
Clause type: board
 (a) Prior to the Closing Date, the Organizational Member may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as the initial Directors on the Board, subject to the election of such persons prior to the Closing Date by the Organizational Member. By signing this Agreement or the signature page of the Company’s investor application or certification, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the initial Directors to the Board. After the Closing Date, the Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of, and vacancies in, the position of Director and the provisions of Section 3.3 hereof with respect to the election of Directors to the Board by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Director. The names and mailing addresses of the Directors shall be set forth in the books and records of the Company. The number of Directors shall be fixed from time to time by the Board.
Clause type: whereas
the Investment Manager is an investment adviser registered under the Investment Advisers Act of 1940, as amended (the "Advisers Act"); and
Clause type: capitalization
 The Company is authorized to issue 1,000,000 shares of common stock, $1.00 par value, (collectively, the “Common Shares”), of which 30,000 Common Shares are issued and outstanding (collectively, the “Shares”). Such Shares constitute all of the issued and outstanding capital stock of the Company and are owned by the Sellers as set forth on Schedule 4.2. All of the Shares have been duly authorized and validly issued, are fully paid and nonassessable, and were issued in compliance with all applicable federal and state securities and other Laws and any preemptive rights, rights of first refusal or any other contractual rights of any Person. Except as set forth on Schedule 4.2, (a) there are no voting trusts, proxies, stockholder or other agreements or understandings with respect to the voting or transfer of the capital stock or other voting securities of the Company, (b) there does not exist nor is there outstanding any right, security or other agreement granted to, issued to, or entered into with, any Person to cause the Company to issue or sell any Shares or other equity interests in or other securities of the Company to any Person (including any warrant, equity option, profits interest, equity appreciation right, or phantom equity, call, put, preemptive right, convertible debt obligation, subscription for equity or securities convertible into or exchangeable for Shares or other equity interests in or other securities of the Company, or any other similar right, security, instrument or agreement), (c) there are no bonds, debentures, notes or other indebtedness which have the right to vote (or which are convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company are entitled to vote and (d) there is no obligation, contingent or otherwise, of the Company to (i) repurchase, redeem or otherwise acquire any Shares or other equity interests in the Company or rights convertible into, or exercisable or exchangeable for, any such interests, or (ii) provide funds to, or make any investment in (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to the obligations of, any other Person.
Clause type: representations
and Warranties. Each Credit Party hereby represents and warrants to Agent and each Lender as follows:
Clause type: assignment
Any assignment of this Agreement by a Party shall require the approval of the other Parties.
Clause type: assignment
Neither Party shall assign this Agreement or any of its rights or obligations hereunder without the express written consent of the other Party, except as hereinafter provided. Any such consent shall not be unreasonably withheld. With notice to the other Party, either Party without the other Party’s consent may assign this Agreement to (i) its affiliate, or (ii) a successor to all or substantially all of the assets relating to the business of that Party which is involved in the fulfillment of its obligations under this Agreement, which shall expressly assume in writing the performance of all of the terms and conditions of this Agreement then to be performed by such successor as if it were named herein as a Party.
Clause type: investments
 All moneys which are received by the Security Agent in its capacity as trustee or otherwise may be invested in the name, or under the control, of the Security Agent in any investment for the time being authorised by law for the investment by trustees of trust money or in any other investments which may be selected by the Security Agent. Additionally, the same may be placed on deposit in the name, or under the control, of the Security Agent at such bank or institution (including the Security Agent) and upon such terms as the Security Agent may think fit.
Clause type: definitions
Certain capitalized terms used in this Trust Agreement shall have the respective meanings assigned to them in Part I of Appendix A to the Servicing Agreement of even date herewith among the Depositor, the Servicer and the Trust (as amended, supplemented or modified from time to time, the “Servicing Agreement”). All references herein to “the Agreement” or “this Agreement” are to this Trust Agreement. All references herein to Articles, Sections and subsections are to Articles, Sections and subsections of this Agreement unless otherwise specified. The rules of construction set forth in Part II of Appendix A to the Servicing Agreement shall be applicable to this Agreement.
Clause type: investments
 (a) Prior to the Funding Date, not make, or permit any Subsidiary to make, any Investments, except:
Clause type: definitions
As used in paragraphs 14 and 18 of this Agreement, the terms "assignment," interested person" and "vote of a majority of the outstanding voting securities" shall have the meanings set forth in the Act and the rules and regulations thereunder.
Clause type: taxes
 Parent and Acquiror have filed all federal and state tax returns and reports and, to the best of Parent’s knowledge, all state, local and foreign tax returns and reports required to be filed by them and have paid and discharged all taxes, including sales and use tax, shown as due thereon and have paid all applicable state and local ad valorem taxes as are due, except such as are being contested in good faith by appropriate proceedings and except for such filings, payments or other occurrences which would not have a Material Adverse Effect. Neither the IRS nor any other taxing authority or agency is now asserting or, to the best of Parent’s knowledge, threatening to assert against Parent or any of its subsidiaries any deficiency or claim for additional taxes or interest thereon or penalties in connection therewith. Neither Parent nor any of its subsidiaries has granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any federal, state, county, municipal or foreign income tax.
Clause type: whereas
in accordance with the authorization as provided by the Law, the Company may purchase and maintain a policy or policies of directors' and officers' liability insurance ("D & O Insurance"), covering certain liabilities which may be incurred by its officers or directors in the performance of their obligations to the Company; and
Clause type: now
THEREFORE in consideration of the foregoing and the mutual premises, representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:
Clause type: interest
 (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum of the Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of the Base Rate plus the Applicable Rate.
Clause type: vesting
 Subject to the limitations contained herein, your option will vest as provided in the Grant Notice, provided that vesting will cease upon the termination of your Continuous Status as an Employee, Director or Consultant. The vesting schedule requires continued employment or service through each applicable vesting date as a condition to the vesting of the applicable installment of the options and the rights and benefits under this Stock Option Agreement. Employment or service, even if substantial, for only a portion of a vesting period will not entitle you to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or service as provided herein.
Clause type: investments
 The Sub-Advisor is hereby authorized and directed and hereby agrees, subject to the stated investment objectives, policies and restrictions of each Fund as set forth in such Fund’s prospectus and statement of additional information as currently in effect and as amended from time to time (collectively referred to as the “Prospectus”) and subject to the directions of the Advisor and the Trust’s Board of Trustees, to purchase, hold and sell investments for the Sub-Advisor Assets and to monitor such investments on a continuous basis. In providing these services, the Sub-Advisor will conduct an ongoing program of investment, evaluation and, if appropriate, sale and reinvestment of the Sub-Advisor Assets. The Sub-Advisor acknowledges that the Advisor is a wholly-owned subsidiary of Genworth Financial, Inc., and the purchase, acquisition, or possession of securities issued by Genworth and/or its affiliated entities (collectively referred to as “Genworth Securities”) by the Fund is therefore prohibited under the 1940 Act. Accordingly, the Sub-Advisor is directed and hereby agrees to refrain from the purchase, acquisition, or possession on behalf of the Fund of Genworth Securities. The Advisor agrees to provide the Sub-Advisor information concerning: (i) a Fund; (ii) its assets available or to become available for investment; and (iii) the conditions of a Fund’s or the Trust’s affairs as relevant to the Sub-Advisor.
Clause type: board
 The Board of Directors of Parent shall have been reconstituted as contemplated by the Shareholders Agreement.
Clause type: definitions
The following terms, when used in this Instrument (including when used in the above recitals), shall have the following meanings:
Clause type: payment_terms
 All amounts payable under this Agreement are non-cancellable and will be made without setoff or counterclaim, and without any deduction or withholding. Unless otherwise set forth in a Quote, all fees are due and payable Net 30 days after the date of the applicable invoice. Fees and charges for the License and support may be changed upon a 30 days' advance notice. Licensee waives all claims relating to the Fees under this Agreement unless claimed within sixty days after charged. Late payment shall bear an Interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). In the event of a late payment (or other breaches of the Agreement by Licensee or a User), Licensor or Seller reserve the right to suspend the access to the Image or the use of the Licensee Instance.
Clause type: whereas
the Board and the Association recognize and declare that providing a quality education for the children of the Evergreen Public Schools is their mutual aim and that the character of such education depends predominantly upon the quality and morale of the educators' service, and
Clause type: base-salary
 The Executive's initial salary shall be paid at a rate of Ten Thousand Dollars ($10,000) per month (the "Base Salary"). The Base Salary shall be payable in accordance with the customary payroll practices of the Company as may be established or modified from time to time. The Board of Directors in its sole discretion may adjust the Executive's salary at any time. All payments shall be subject to all applicable federal, state and/or local payroll and withholding taxes.
Clause type: capitalization
 The number of shares and type of all authorized, issued and outstanding capital stock of the Company, and all shares of Common Stock reserved for issuance under the Company’s various option and incentive plans, is specified in the SEC Reports and on Schedule 3.1(g). Except as specified in the SEC Reports and on Schedule 3.1(g), no securities of the Company are entitled to preemptive or similar rights, and no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as specified in the SEC Reports and on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of capital stock of the Company, or securities or rights convertible or exchangeable into shares of capital stock of the Company. The issue and sale of the Securities will not, immediately or with the passage of time, obligate the Company to issue shares of capital stock of the Company or other securities to any Person (other than the Investors under the Transaction Documents) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities.
Clause type: financing
 (a) Tenant agrees to pay all costs and expenses incurred by Landlord in connection with Landlord's purchase, leasing and initial financing of the Leased Premises including, without limitation, the cost of appraisals, environmental reports, structural reports, title insurance, surveys, legal fees and expenses, and Lender's points and commitment fee. Tenant shall not be responsible for any acquisition or similar fee payable to W.P. Carey & Co. LLC or its affiliates or any costs or expenses incurred by Landlord in connection with any financing of the Leased Premises subsequent to the initial financing.
Clause type: investment-company-act
 Following the Distribution Date, NUVOLA shall use commercially reasonable efforts, including without limitation by monitoring and adjusting the nature and extent of its Interests, to ensure that NUVOLA does not become or remain an "investment company" as defined in the Investment Company Act.
Clause type: ownership_of_shares
 The Shareholder represents, warrants and undertakes that the Offeree Shares are (i) held by it in the capacity of an investment manager with discretion to exercise (or procure the exercise of) voting rights attached to such Shares and transact purchases and sales of Shares on behalf of its client(s); (ii) free and clear of any lien, charge, mortgage, encumbrance or any third party rights whatsoever; and (iii) have been properly allotted and issued and fully paid up.
Clause type: vesting
 An Employee’s Stock Units shall become vested in three cumulative equal annual installments as follows:
Clause type: indemnification
Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.
Clause type: now
THEREFORE in consideration of the premises and the agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Clause type: payment
 Subject to the provisions of this Agreement and when the Exercise Notice is received duly executed by the Beneficiary, the Shares Subject to Option shall be exercised on a “cashless basis”, that is, by the issuance of the ordinary shares of the Company (“Ordinary Shares”) equivalent to the difference between the Option Exercise Price and the “Fair Market Value” for each Share Subject to Option. Solely for purposes of this Section 2(b), the “Fair Market Value” shall mean the volume weighted average price (“VWAP”) of the Ordinary Shares during a twenty-day period to the date of exercise.
Clause type: vesting
 The RSUs ultimately earned by the Employee will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 70 days) upon the occurrence of any of the following events:
Clause type: entire
Agreement. This Agreement, together with the other agreements and any documents, instruments and certificates referred to herein, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral, with respect to the subject matter contained herein.
Clause type: investment-company-act
 The Company is not and, after giving effect to the offering and sale of the Securities, will not be an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended.
Clause type: ownership_of_shares
 The Shareholders have good title to the GTC ------------------- Shares, free and clear of any lien, claim, encumbrance, option, right or other restriction of any kind.
Clause type: counterparts
This Agreement may be executed in any number of counterparts with the same effect as if all Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument. The delivery of an executed counterpart copy of this Agreement by facsimile or electronic transmission in PDF format shall be deemed to be the equivalent of delivery of the originally executed copy thereof.
Clause type: termination
This Indenture and each Trust created hereby shall terminate upon the maturity, redemption, sale or other disposition as the case may be of the last Security held in such Trust hereunder unless sooner terminated as hereinbefore specified, and may be terminated at any time by the written consent of Unitholders representing at least 66 2/3% of the Units of the Trust then outstanding; provided that in no event shall any Trust continue beyond the Mandatory Termination Date. Upon the date of termination the registration books of the Trustee shall be closed.
Clause type: insurance
(Section 12 of the Original Lease). Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee and Lessor against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing coverage in an amount not less than $1,000,000 per occurrence with an annual aggregate of not less than $2,000,000. Lessee shall add Dreisbach Enterprises, Inc., Stephens & Stephens (Regatta) LLC and DF Hilltop Sub-1 LLC as additional insureds by means of an endorsement at least as broad as ISO’s CG 20 26 Endorsement. The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease as an “insured contract” for the performance of Lessee’s indemnity obligations under this Lease. The personal injury contractual liability exclusion shall be deleted from the contractual liability coverage. The policy limits of said insurance shall not limit the liability of Lessee nor relieve Lessee of any obligation hereunder. Lessee shall provide an endorsement on its liability policy(ies) which provides that its insurance shall be primary and non-contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only. Lessee shall also obtain and keep in force (a) Business Auto Liability covering owned, non-owned and hired vehicles with a limit of not less than $1,000,000 per accident; (b) Worker’s Compensation Insurance with statutory limits and Employers Liability with limits of $500,000 each accident, $500,000 disease policy limit, $500,000 disease-each employee and shall include a waiver of subrogation endorsement; (c) All Risk or Special Form coverage protecting Lessee against loss of or damage to Lessee’s alterations, additions, improvements, carpeting, floor coverings, decorations, fixtures, inventory and other business personal property situated in or about the Premises to the full replacement value of the property so insured; and (d) Business Interruption Insurance for Lessee’s business interruption losses and extra expenses in amounts as will reimburse Lessee for direct or indirect losses attributable to all perils commonly insured against by prudent lessees in the business of Lessee or attributable to prevention of acce...
Clause type: counterparts
This Agreement may be executed in one or more counterparts (including via facsimile), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
Clause type: capitalization
 As of the date hereof, the authorized capital stock of the Company consists of:
Clause type: investments
 The Borrowers will not, and will not permit any of their Subsidiaries to, make, maintain or acquire any Investment in any Person other than:
Clause type: ownership_of_shares
 On the date of this Agreement, the Owned Common Shares set forth opposite the Stockholder's name on Annex A are owned beneficially by the Stockholder, free and clear of any Liens and consist of all of the Owned Common Shares owned beneficially by the Stockholder. As of the date of this Agreement, the Stockholder has sole voting and dispositive power with respect to the Owned Common Shares. As of immediately prior to the expiration of the Offer, the Stockholder will have sole voting and dispositive power with respect to the Owned Common Shares and will be entitled to dispose of the Owned Common Shares in accordance with the terms hereof.
Clause type: headings
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.
Clause type: base-salary
 The Company shall pay the Executive an annual rate of base salary of $[BASE SALARY] in periodic installments in accordance with the Company’s customary payroll practices, but no less frequently than monthly. The Executive’s base salary shall be reviewed at least annually by the Board and the Board may, but shall not be required to, increase the base salary during the Employment Term. The Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as “Base Salary”.