bhaskrr/legal-clauses huggingface dataset:
Clause type: notices
Notices under this Agreement shall be deemed sufficient and effective if (i) in writing and (ii) either (A) when delivered in person or by facsimile, telecopier, telegraph or other electronic means capable of being embodied in written form or (B) forty-eight (48) hours after deposit thereof in the U.S. mails by certified or registered mail, return receipt requested, postage prepaid, addressed to each party at such party's address first set forth above and, in the case of Company, to the attention of the Chairman of the Board, or to such other notice address as the party to be notified may have designated by written notice to the sending party.
Clause type: investments
 Moneys from time to time comprising the Deposit shall be held in a separate account (the "Escrow Account") and invested and reinvested by the Escrow Agent in accordance with the specific written directions of the Buyer, but only in Permitted Investments.
Clause type: entire
Agreement. This Agreement and the documents or instruments referred to herein, including any exhibits and schedules attached hereto, which exhibits and schedules are incorporated herein by reference, together with the Ancillary Documents, embody the entire agreement and understanding of the Parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein or the documents or instruments referred to herein, which collectively supersede all prior agreements and the understandings among the Parties with respect to the subject matter contained herein.
Clause type: severability
Any provision of this Agreement which is or becomes prohibited or unenforceable in any jurisdiction does not invalidate, affect or impair the remaining provisions hereof in such jurisdiction and any such prohibition or unenforceability in any jurisdiction does not invalidate or render unenforceable such provision in any other jurisdiction.
Clause type: loans
 (a) Subject to and upon the terms and conditions contained herein, Lender agrees to make Loans to Borrowers from time to time in amounts requested by any Borrower or on its behalf by Waxman Industries up to the amount equal to:
Clause type: ownership_of_shares
 As of the date of this Agreement, none of Parent, Merger Sub or any of their respective Subsidiaries owns (beneficially or of record) any Shares, except for any Shares held by any “employee benefit plan” within the meaning of Section 3(3) of ERISA of Parent or an Affiliate of Parent, and none of Parent, Merger Sub or any of their respective Subsidiaries holds any rights to acquire any Shares, in each case except pursuant to this Agreement.
Clause type: ownership_of_shares
 Any obligation, covenant, undertaking or agreement of the Stockholder under this Agreement shall include an obligation, covenant, undertaking and agreement of the Stockholder to cause each of its controlled Affiliates to the extent such controlled Affiliates own or beneficially own Clearwire Shares to fully comply with such obligation, covenant, undertaking and agreement of such controlled Affiliate as if it were a party hereto. In the event that any controlled Affiliate of the Stockholder, rather than the Stockholder, owns Clearwire Shares, then so long as the Stockholder causes such controlled Affiliate to fully comply with all the Stockholder’s obligations, covenants, undertakings and agreements set forth in this Agreement with respect to such Clearwire Shares, and such controlled Affiliate does so fully comply with all of the obligations, covenants, undertakings and agreements set forth in this Agreement, all the representations, warranties, covenants and agreements of the Stockholder set forth in this Agreement with respect to such Clearwire Shares shall be deemed to be accurate or to have been duly complied with by the Stockholder, as the case may be. If any controlled Affiliate of the Stockholder does not fully comply with the Stockholder’s obligations, covenants, undertakings and agreements set forth in this Agreement, the Stockholder shall be liable for any such non-compliance.
Clause type: termination
This Agreement shall terminate and be of no further force or effect (a) by the written mutual consent of all the parties hereto or (b) automatically and without any required action by the parties on the earliest of (i) the Effective Time of the Merger, (ii) the date upon which the Merger Agreement has been terminated, or (iii) April 1, 2001. In addition, any Stockholder may terminate this Agreement if Weatherford, WEUS, or the Company breaches any representation, warranty, covenant or other agreement contained in the Merger Agreement that (A) would give rise to the failure of Weatherford, WEUS, or the Company to satisfy any condition set forth in Section 8.2(a) thereof, and (B) cannot be or has not been cured within 45 days after the giving of written notice to Weatherford, WEUS, or the Company of such breach (a "Material Breach") (provided that such Stockholder is not then in breach in any material respect of any obligation, covenant, or other agreement contained in this Agreement or in Material Breach of any representation or warranty contained in this Agreement. If, however, the Parent Stockholders' Meeting is scheduled to occur after the giving of notice of a Material Breach but before (i) the determination that such breach cannot be cured or (ii) expiration of the 45-day cure period, as applicable (the dates in (i) and (ii), the "Cure Deadline"), if necessary Universal will adjourn the Parent Stockholders' Meeting for such time as may be necessary so that such meeting shall not occur prior to the applicable Cure Deadline.
Clause type: employee_benefits
 No portion of the assets of any plan, fund, program or arrangement, written or unwritten, heretofore sponsored or maintained by Seller (and no amount attributable to any such plan, fund, program or arrangement) shall be transferred to Purchaser, and Purchaser shall not be required to continue any such plan, fund, program or arrangement after the Closing Date. The amounts payable by Seller on account of all benefits shall be set forth on Schedule 6.2 and shall be determined with reference to the date of the event by reason of which such amounts become payable, without regard to conditions subsequent, and Purchaser shall not be liable for any employee claim for insurance, reimbursement or other benefits payable by reason of any event which occurs prior or subsequent to the Closing Date. All employees of Seller who are employed by Purchaser on or after the Closing Date shall be new at-will employees of Purchaser and any prior employment by Seller of such employees shall not affect entitlement to, or the amount of, salary or other cash compensation, current or deferred, which Purchaser may make available to its employees. Seller acknowledges that, in accordance with treasury regulation section 54.4980B-9, that it will be solely responsible for providing COBRA notices and applicable COBRA coverage for those employees and former employees of Seller (and any applicable dependents for such employees and former employees) who are or will be "M&A Qualified Beneficiaries" as defined in such regulation as of the Closing Date and Purchaser shall have absolutely no liability and/or responsibility to provide COBRA notices or applicable COBRA coverage for any Seller employee.
Clause type: severability
If any provision of this Agreement, or portion thereof, shall be held invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall attach only to such provision or portion thereof, and shall not in any manner affect or render invalid or unenforceable any other provision of this Agreement or portion thereof, and this Agreement shall be carried out as if any such invalid or unenforceable provision or portion thereof were not contained herein. In addition, any such invalid or unenforceable provision or portion thereof shall be deemed, without further action on the part of the parties hereto, modified, amended or limited to the extent necessary to render the same valid and enforceable.
Clause type: confidentiality
Each Lender shall hold all non-public information obtained pursuant to the requirements of this Agreement which has been identified as confidential by Company in accordance with such Lender's customary procedures for handling confidential information of this nature, it being understood and agreed by Company that in any event a Lender may make disclosures reasonably required by any bona fide assignee, transferee or participant in connection with the contemplated assignment or transfer by such Lender of any Loans or any participation therein or as required or requested by any governmental agency or representative thereof or pursuant to legal process or by the National Association of Insurance Commissioners or in connection with the exercise of any remedy under the Loan Documents; provided that, unless specifically prohibited by applicable law or court order, each Lender shall notify Company of any request by any governmental agency or representative thereof (other than any such request in connection with any examination of the financial condition of such Lender by such governmental agency) for disclosure of any such non-public information prior to disclosure of such information; and provided, further that in no event shall any Lender be obligated or required to return any materials furnished by Company or any of its Subsidiaries.
Clause type: investments
 As of May 1, 2002, the Borrower had no loans to or investments in any Person in excess of $1,000,000, nor has it given any guarantee or incurred any liability in connection with the indebtedness of any Person in excess of $1,000,000, in each case, other than in connection with the Santa Anita Facility, as described in the Registration Statement or in Schedule 6.1.26 of the Disclosure Letter or, in the case of the Borrower, to a Material Subsidiary, or in the case of a Material Subsidiary, to the Borrower or any other Material Subsidiary;
Clause type: ownership_of_shares
 (i) The undersigned has good and valid title to the MCE Shares listed on Schedule 4.3 to the Merger Agreement as being owned by the undersigned and is the sole record and beneficial owner of such MCE Shares, free and clear of any and all liens.
Clause type: taxes
 Except as set forth on Schedule 6.4 hereof, each Credit Party has filed on or before their respective due dates or within the applicable grace periods, all United States federal, state, local and other tax returns which are required to be filed or has obtained extensions for filing such tax returns and is not delinquent in filing such returns in accordance with such extensions and has paid all material taxes which have become due pursuant to those returns or pursuant to any assessments received by any such Credit Party, as the case may be, to the extent such taxes have become due, except to the extent such taxes are being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate provision has been made on the books of such Credit Party as may be required by GAAP.
Clause type: interest
 This Note shall bear interest at a rate of 4.00% per annum from February 12, 2014 or from the most recent date to which interest had been paid or provided to, but excluding, the next scheduled Interest Payment Date, until the principal hereof shall be repaid. Interest on this Note shall be computed on the basis of a 360-day year composed of twelve 30-day months. Interest is payable semi-annually in arrears on each February 1 and August 1, commencing on August 1, 2014, to the Person in whose name this Note (or one or more predecessor securities) is registered at the close of business on the Regular Record Date for such interest. Additional Interest shall be payable at the option of the Company on the terms set forth in Section 5.02 of the within-mentioned Supplemental Indenture. The Company shall pay interest on overdue principal, and, to the extent lawful, on overdue interest, in each case at a rate of 4.00% per annum. Interest not paid when due and any interest on principal or interest not paid when due will be paid to Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.
Clause type: taxes
 All payments made by Borrower under the Note and this Agreement to or for the benefit of Lender shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (other than taxes imposed on the income of Lender).
Clause type: dividends
 The Board of Directors shall have power to fix --------- --------- and determine and to vary, from time to time, the amount of the working capital of the Corporation before declaring any dividends among its shareholders, and to direct and determine the use and disposition of any net profits or surplus, and to determine the date or dates for the declaration and payment of dividends and to determine the amount of any dividend, and the amount of any reserves necessary in their judgment before declaring any dividends among its shareholder, and to determine the amount of the net profits of the Corporation from time to time available for dividends.
Clause type: capitalization
 All of the capital stock of the REIT has been issued in compliance in all material respects with all applicable Requirements of Law.
Clause type: ownership_of_shares
 Ownership of Acquiring Fund Shares will be shown on the books of each Acquiring Fund's transfer agent. Shares of each Acquiring Fund will be issued simultaneously to its corresponding Selling Fund, in an amount equal in value to the net asset value of each Selling Fund's shares, to be distributed to shareholders of each Selling Fund.
Clause type: esop
 21. Subject to the approval of all the Directors, the Company shall set up and maintain an ESOP, which shall be constituted of Ordinary Shares (or equivalent thereof) of up to 10.00% of the total fully-diluted share capital of the Company. Shares granted under the ESOP shall not bear voting rights and shall be excluded for calculating the percentage of share capital of the Company for any clause under this Agreement.
Clause type: employee_benefits
 (a) Comply in all respects with the applicable provisions of ERISA and the Code, except where the failure to comply could not reasonably be expected to result in a Material Adverse Effect, and (b) furnish to the Administrative Agent (i) as soon as possible after, and in any event within 20 days after any Responsible Officer of the Borrower or any ERISA Affiliate knows, any ERISA Event has occurred that, alone or together with any other ERISA Events that have occurred could reasonably be expected to result in liability of the Borrower in an aggregate amount exceeding $1,000,000, a statement of a Financial Officer of the Borrower setting forth details as to such ERISA Event and the action, if any, that the Borrower proposes to take with respect thereto.
Clause type: ownership_of_shares
 (a) Except as set forth in Section 3.3(a) of the disclosure letter delivered by Parents to Buyer concurrently with the execution hereof (the "PARENTS DISCLOSURE LETTER"), (i) all the Shares are owned beneficially and of record by Utility Holding free and clear of all Liens and (ii) all of the membership interests of Utility Holding are owned beneficially and of record by CenterPoint free and clear of all Liens. The Shares represent approximately 80.96% of the issued and outstanding Common Stock on a primary and fully diluted basis.
Clause type: base-salary
 For all services rendered by Executive, Company shall pay to Executive a base salary of $200,000 per year throughout the term of this Agreement, payable in equal monthly installments on the first day of each calendar month. All salary payments shall be subject to withholding and other applicable taxes. The rate of salary may be increased (but not decreased) at any time as the Board may determine, based on such factors as the Board may deem appropriate. The Board shall review Executive's base salary on not less than an annual basis.
Clause type: headings
The headings in this Agreement have been inserted for reference and as a matter of convenience only and in no way define, limit or enlarge the scope or meaning of this Agreement or any provision hereof.
Clause type: compensation
 In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent or its designees the following compensation with respect to the Securities which the Placement Agent is placing:
Clause type: taxes
 The Company has filed all material tax returns required to be filed, which returns are true and correct in all material respects, and the Company is not in default in the payment of any taxes, including penalties and interest, assessments, fees and other charges, shown thereon due or otherwise assessed, other than those being contested in good faith and for which adequate reserves have been provided or those currently payable without interest which were payable pursuant to said returns or any assessments with respect thereto.
Clause type: payment
 The AOC will endeavor to pay invoices within thirty (30) days after receipt of a correct, itemized invoice. In no event shall the AOC be liable for interest or late charges for any late payments. Payment shall be made by the AOC to the Contractor at the address specified on the invoice. The AOC may withhold full or partial payment to the Contractor in any instance in which the Contractor has failed or refused to satisfy any material obligation provided for under this Agreement. If the Contractor claims or receives payment from the AOC that is later disallowed by the AOC, the Contractor shall promptly refund the disallowed amount to the AOC upon the AOC’s request. At its option, the AOC may offset the amount disallowed from any payment due or that may become due to the Contractor under this Agreement or any other agreement.
Clause type: loans
 From time to time during the Availability Period, each Bank severally agrees to make revolving loans (each, a "Loan") to Borrower, on and subject to the terms and conditions set forth in this Agreement, in an aggregate principal amount at any one time outstanding up to but not exceeding such Bank's Commitment; provided, however, at no time shall (i) the aggregate principal amount of all Loans outstanding plus the Letter of Credit Exposure plus the outstanding principal amount of the Note Purchase Notes exceed the aggregate Commitments of all Banks and (ii) the aggregate principal amount of all Loans outstanding plus the Letter of Credit Exposure plus the outstanding principal amount of the Note Purchase Notes exceed the Borrowing Base then in effect.
Clause type: notices
All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows: If to the Underwriter: A.G.P./Alliance Global Partners 590 Madison Avenue, 36th Floor New York, New York 10022 Attn: Mr. Thomas J. Higgins, Managing Director Fax No.: (212) 813-1047 with a copy to: Zysman, Aharoni, Gayer and Sullivan & Worcester LLP 1633 Broadway New York, New York 10019 Attention: Oded Har-Even, Esq. Fax No.: (212) 660-3000 If to the Company: Auris Medical Holding AG Bahnhofstrasse 21 6300 Zug Switzerland Facsimile: +41 61 201 13 51 Attention: Thomas Meyer with a copy to: Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY 10020 Facsimile: (212) 701-5762 Attention: Michael J. Lerner, Esq. Any party hereto may change the address for receipt of communications by giving written notice to the others.
Clause type: termination
In the event that the Closing shall not have occurred on ----------- or before March 31, 2000, or such other date as the Company and the Purchasers may mutually agree, this Agreement shall terminate at the close of business on such date. Notwithstanding any termination of this Agreement, any party not in breach of this Agreement shall preserve all rights and remedies it may have against another party hereto for a breach of this Agreement prior to or relating to the termination hereof.
Clause type: counterparts
This agreement may be executed in any number of counterparts, each of which is an original and which together have the same effect as if each party had signed the same document.
Clause type: interest
 The rate per annum at which interest shall be payable on the 2011 Notes shall be 7 3/4%. Interest on the 2011 Notes shall be payable semiannually in arrears on each January 20 and July 20, commencing July 20, 2001 (each a "2011 Interest Payment Date"), and on the Stated Maturity as specified in Section 1.04(b) of this Eighth Supplemental Indenture, to the Persons in whose names the applicable 2011 Notes are registered in the Security Register applicable to the 2011 Notes at the close of business 15 calendar days prior to such payment date regardless of whether such day is a Business Day (each, a "2011 Regular Record Date"). Interest on the 2011 Notes will be computed on the basis of a 360-day year of twelve 30-day months. Interest on the 2011 Notes shall accrue from January 18, 2001. If an Initial 2011 Note is exchanged in an Exchange Offer prior to the 2011 Regular Record Date for the first 2011 Interest Payment Date following such exchange, accrued and unpaid interest, if any, on such 2011 Note, up to but not including the date of issuance of the Exchange 2011 Note(s) issued in exchange for such Initial 2011 Note, shall be paid on the first 2011 Interest Payment Date for such Exchange 2011 Note(s) to the Holder or Holders of such Exchange 2011 Note(s) on the first 2011 Regular Record Date with respect to such Exchange 2011 Note(s). If such Initial 2011 Note is exchanged in an Exchange Offer subsequent to the 2011 Regular Record Date for the first 2011 Interest Payment Date following such exchange but on or prior to such 2011 Interest Payment Date, then any such accrued and unpaid interest with respect to such Initial 2011 Note and any accrued and unpaid interest on the Exchange 2011 Note(s) issued in exchange for such Initial 2011 Note, through the day before such 2011 Interest Payment Date, shall be paid on such 2011 Interest Payment Date to the Holder of such Initial 2011 Note on such 2011 Regular Record Date.