bhaskrr/legal-clauses huggingface dataset:
Clause type: taxes
 (i) The Company has timely filed (after giving effect to any extensions of time to file which were obtained and have not expired) all material Tax (as defined below) returns and Tax reports required to be filed by it and all such returns and reports are complete and correct in all material respects, except to the extent that such failures to file or to be complete or correct would not have, individually or in the aggregate, a material adverse effect on the Company. The Company has paid all Taxes shown as due on such returns, and the most recent financial statements contained in the Company Filed SEC Documents reflect an adequate reserve in accordance with GAAP for all Taxes payable by the Company for all taxable periods and portions thereof accrued through the date of such financial statements.
Clause type: severability
If any provision of this Agreement is determined to be invalid or unenforceable, such determination will not impair or affect the validity or the enforceability of the remaining provisions of this Agreement.
Clause type: miscellaneous
This Agreement (including the Order Form) constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements, whether written, oral, or implied. All terms and conditions in other instruments, including purchase orders issued by Customer, are void. This Agreement shall not be modified without the written mutual consent of the parties. The failure of either party to require performance of any term or condition of this Agreement by the other party shall not constitute a waiver to subsequently enforce such term or condition. The invalidity or illegality of one or more provisions of this Agreement shall not affect the enforceability of the remaining provisions. The parties’ rights and obligations in this Agreement that, by their nature, would continue beyond the termination of this Agreement shall survive such termination. The parties’ obligations with respect to Confidential Information shall remain in effect for a period of five years from the date of termination of this Agreement. This Agreement may not be assigned or transferred by either party without the prior written consent of the other party, which shall not be unreasonably withheld. This Agreement shall be construed in accordance with the laws of the State of Iowa, without giving effect to its conflicts of law provisions, and any litigation or actions commenced in connection with this Agreement shall be instituted in a court of competent jurisdiction in the State of Iowa.
Clause type: interest
 Interest shall accrue on the outstanding Principal -------- amount at the rate of seven percent (7%) per annum, compounded annually.
Clause type: assignment
None of the Parties may assign or otherwise transfer, in whole or in part, this Agreement without the prior written consent of the non-assigning Parties such approval not to be unreasonably withheld or delayed. Notwithstanding the foregoing, a Party may assign this Agreement to (i) an Affiliate or (ii) any purchaser of all or substantially all of the assets of such Party, or of all of its capital stock, or to any successor corporation or entity resulting from any merger or consolidation or re-organisation of such Party with or into such corporation or entity, provided that the Party to which this Agreement is assigned expressly agrees in writing to assume and be bound by all obligations of the assigning Party under this Agreement. Immunocore may also transfer the Licensed Product IP and/or Immunocore Platform IP or its share in the Foreground IP to any Affiliate that is controlled by or controls Immunocore and provided that any transfer is explicitly subject to this Agreement, A copy of such written agreement by such assignee shall be provided to the non-assigning Party within [***] of execution of such written agreement, subject in each case to any confidentiality restrictions. Subject to the foregoing, this Agreement will benefit and bind the Parties’ successors and assigns.
Clause type: definitions
(a) As used in this Agreement, the following terms have the following meanings:
Clause type: capitalization
 The authorized, issued and outstanding capital stock and consolidated long term debt (i.e., a maturity greater than one year) of the Company as of September 30, 2014 is as set forth in the Prospectus under “Capitalization”. There have not been any subsequent issuances of capital stock of the Company since such date (except issuances of common stock pursuant to exercises of employee stock options and pursuant to the Company’s dividend reinvestment plan and employee stock purchase plan). There has not been any additional long term borrowings by the Company or its consolidated subsidiaries since such date, except, with respect to the Bank Subsidiaries, pursuant to Federal Home Loan Bank advances or securities sold under agreements to repurchase by the Bank Subsidiaries in their ordinary course of business.
Clause type: interest
 The outstanding principal amount of the Loan shall bear interest at a rate equal to the Prime Rate plus 2% per anum and shall accrue and be payable at the Maturity Date. All computations of interest shall be made on the basis of a 360 day year consisting of 12 months of 30 days.
Clause type: base-salary
 During the Term, for all services rendered to or on behalf of the Company by the Executive in all capacities pursuant to this Agreement or otherwise, the Company will pay to the Executive an annual base salary equal to the amount being paid to the Executive as of the date of this Agreement (the “Base Salary”), which Base Salary will be adjusted in accordance with this Section. At approximately annual intervals, after the end of each fiscal year of the Bank during the Term, the Compensation Committee of the Board (the “Committee”) will review, or will cause to be reviewed, the Base Salary payable to the Executive, giving attention to all factors that the Committee deems pertinent, including, without limitation, the performance of the Bank, the Holding Company and any Affiliate, the performance of the Executive and the compensation practices inside and outside of the Company. The Committee will, after such annual review, determine the Base Salary to be paid until the completion of the next annual review, but such new Base Salary will not be less than the Base Salary as of the Effective Date hereof. The Base Salary will be paid to the Executive in accordance with the Bank’s usual and customary payroll practices applicable to its employees generally.
Clause type: whereas
the Company has requested that the Trustee execute and deliver this Supplemental Indenture; and
Clause type: vesting
 The Executive shall be fully vested in all amounts credited to his account at all times.
Clause type: capitalization
 The Company has an authorized capitalization as set forth in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Description of Capital Stock”; all the outstanding shares of capital stock of the Company (including the Shares to be sold by the Selling Stockholders) have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights; except as otherwise described in or expressly contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock of the Company (including the Shares to be sold by the Selling Stockholders) conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and all the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly and validly authorized and issued, are fully paid and non-assessable (and except as otherwise described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus) and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party, except for liens pursuant to (i) the Amended and Restated Credit Agreement, dated as of February 9, 2012, as amended and restated on May 30, 2012, as further amended and restated on May 31, 2013, among Generac Acquisition Corp., as guarantor, Generac Power Systems, Inc. (“Generac Power”), as borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, and (ii) the Credit Agreement, dated as of May 30, 2012, as amended on May 31, 2013, among Generac Acquisition Corp., as guarantor, Generac Power and certain of its domestic subsidiaries, as borrower...
Clause type: payment
 The amounts payable pursuant to this Paragraph 19 shall be payable upon demand of Lessor, accompanied by a statement describing in reasonable detail such claim, action, damage, cost, expense, fee, obligation, liability, lien or tax and setting forth the computation of the amount so payable, which computation shall be binding and conclusive upon Lessee, absent manifest error. The indemnities and assumptions of liabilities and obligations contained in this Paragraph 19 shall continue in full force and effect notwithstanding the expiration or other termination of this Lease.
Clause type: grant
 Subject to the terms and conditions of this Agreement, Asthmatx hereby grants to Broncus, a perpetual, irrevocable, royalty-free, fully paid up and (except as otherwise expressly provided in Section 2.2(e) below) non-transferable and non-assignable license, limited to the Broncus Field, to develop, make, have made, reproduce, use, market, sell, have sold, license, distribute, offer to sell, provide, perform, import or export any product or service that is both (i) within the Broncus Field and (ii) which, in the absence of this license, would infringe any Asthmatx Existing IP and/or any Asthmatx Future IP.
Clause type: compensation
 The board of directors shall have the authority to fix the compensation, including fees and reimbursement of expenses, paid to directors for attendance at regular or special meetings of the board of directors or any committee thereof; provided, that nothing contained herein shall be construed to preclude any director from serving the Corporation in any other capacity or receiving compensation therefor.
Clause type: base-salary
 Your current annual base salary is $300,000.00. Your annual base salary will be payable in semi-monthly payments, less applicable withholdings and deductions, and otherwise in accordance with the Company’s normal payroll practices. Your annual base salary will be subject to review and adjustment based upon the Company’s normal performance review practices.
Clause type: severability
In the event any provision of this Indenture or in the Notes shall be invalid, illegal or unenforceable, then (to the extent permitted by law) the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired.
Clause type: taxes
 Except as set forth in Section 3.13 of the Company Disclosure Schedule:
Clause type: indemnification
The Trust shall indemnify and hold harmless the Custodian and any sub-custodian appointed pursuant to Section 3.3 above, and any nominee of the Custodian or of such sub-custodian from and against any loss, damage, cost, expense (including attorneys' fees and disbursements), liability (including, without limitation, liability arising under the Securities Act of 1933, the 1934 Act, the 1940 Act, and any state or foreign securities and/or banking laws) or claim arising directly or indirectly (a) from the fact that Securities are registered in the name of any such nominee, or (b) from any action or inaction by the Custodian or such sub-custodian (i) at the request or direction of or in reliance on the advice of the Trust, or (ii) upon Proper Instructions, or (c) generally, from the performance of its obligations under this Agreement or any sub-custody agreement with a sub-custodian appointed pursuant to Section 3.3 above or, in the case of any such sub-custodian, from the performance of its obligations under such custody agreement, provided that neither the Custodian nor any such sub-custodian shall be indemnified and held harmless from and against any such loss, damage, cost, expense, liability or claim arising from the Custodian's or such sub-custodian's negligence, bad faith or willful misconduct.
Clause type: dividends
 1. Commencing on the date of the issuance of any such shares of Series C Preferred Stock (each respectively an “Issuance Date”), each outstanding share of Series C Preferred Stock will accrue cumulative dividends (“Dividends”), at a rate equal to 6.0% per annum, subject to adjustment as provided in this Certificate of Designations (“Dividend Rate”), of the Face Value. Dividends will be payable with respect to any shares of Series C Preferred Stock upon any of the following: (a) upon redemption of such shares in accordance with Section I.F; (b) upon conversion of such shares in accordance with Section I.G; and (c) when, as and if otherwise declared by the board of directors of the Corporation.
Clause type: capitalization
 As of the Effective Time, the authorized capital stock of the Company will consist of 30,000,000 shares of Company Stock. As of the Effective Time, (i) 3,185,765 shares of Company Stock will be issued and outstanding, all of which will be validly issued, fully paid and nonassessable, (ii) no shares of Company Stock will be held in the treasury of the Company, and (iii) except as contemplated in Section 7.07, 256,845 shares of Company Stock will be reserved for future issuance pursuant to the Company Stock Option Plans. All of the outstanding shares of Company Stock are owned by the Sole Shareholder. To the actual knowledge of the Sole Shareholder, no Company Stock Options have been issued since December 21, 1999. Except for the Company Stock Options granted pursuant to the Company Stock Option Plans, to the actual knowledge of the Sole Shareholder, since December 21, 1999, the Company has not granted any options, warrants or other rights, agreements, arrangements or commitments of any character obligating the Company to issue or sell any shares of capital stock of, or other equity interests in, the Company. To the actual knowledge of the Sole Shareholder, since December 21, 1999, the Company has not incurred any obligations to repurchase, redeem or otherwise acquire any shares of Company Stock. To the actual knowledge of the Sole Shareholder, since December 21, 1999, the Company has not incurred any material contractual obligations to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) to any other person. To the actual knowledge of the Sole Shareholder, other than in the ordinary course of business, the Company has not since December 21, 1999 agreed to sell any of its assets or capital stock to any Person or to enter into any merger, business combination or other extraordinary transaction with any Person and the Sole Shareholder has not agreed to any of the foregoing.
Clause type: termination
This Agreement shall terminate at the close of business on the earlier of the Warrant Expiration Date or the date upon which all Warrants (including the warrants issuable upon exercise of the Unit Purchase Options) have been exercised, except that the Warrant Agent shall account to the Company for cash held by it and the provisions of Section 15 hereof shall survive such termination.
Clause type: payment
 Except as otherwise set forth in this Agreement, any undisputed ------- sum due to NetIQ pursuant to this Agreement shall be payable as follows: 5% prepay (upon prior written agreement of the parties). 2%-15, net forty-five (45) days after the invoice date. NetIQ shall invoice Tech Data no earlier than the applicable shipping date for the Products covered by such invoice. Products which are shipped from outside the United States, shall not be invoiced to Tech Data prior to the Products being placed on a common carrier within the United States for final delivery to Tech Data. The due date for payment shall be extended during any time the parties have a bona fide dispute concerning such payment. Notwithstanding anything herein to the contrary, for the initial order only, payment shall be made by Tech Data upon resale of the Products and expiration of the Customer return period and Tech Data may return any of the Products delivered under the initial order for Return Credit. Notwithstanding anything contained in the Agreement or in any other agreements between Tech Data and NetIQ, including NetIQ's invoices, Tech Data has the right to delay payment for any Products ordered or received by Tech Data until Tech Data's sale of the Products and expiration of the Customer returns period.
Clause type: taxes
 All federal, state and local tax returns, reports and statements required to be filed by or on behalf of each Credit Party have been filed with the appropriate Governmental Authorities in all jurisdictions in which such returns, reports and statements are required to be filed and, except to the extent subject to a Permitted Contest, all Taxes (including real property Taxes) and other charges shown to be due and payable in respect thereof have been timely paid prior to the date on which any fine, penalty, interest, late charge or loss may be added thereto for nonpayment thereof. Except to the extent subject to a Permitted Contest, all state and local sales and use Taxes required to be paid by each Credit Party have been paid. All federal and state returns have been filed by each Credit Party for all periods for which returns were due with respect to employee income tax withholding, social security and unemployment taxes, and, except to the extent subject to a Permitted Contest, the amounts shown thereon to be due and payable have been paid in full or adequate provisions therefor have been made.
Clause type: termination
This Agreement shall terminate, and neither Parent nor the Shareholder shall have any rights or obligations hereunder and this Agreement shall become null and void and have no effect upon the earliest to occur of (i) the mutual consent of Parent and the Shareholder, (ii) the Effective Time, and (iii) the date of termination of the Merger Agreement in accordance with its terms; provided, however, that termination of this Agreement shall not prevent any party hereunder from seeking any remedies (at law or in equity) against any other party hereto for such party's breach of any of the terms of this Agreement. Notwithstanding the foregoing, Sections 6.1, 6.5, 6.6 and 6.14 of this Agreement shall survive the termination of this Agreement.
Clause type: insurance
All material fire and casualty, general liability, business interruption, product liability, and sprinkler and water damage insurance policies maintained by it or any of its Subsidiaries are with reputable insurance carriers, provide full and adequate coverage for all normal risks incident to the business of it and its Subsidiaries and their respective properties and assets, and are in character and amount at least equivalent to that carried by persons engaged in similar businesses and subject to the same or similar perils or hazards, except for any such failures to maintain insurance policies that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect.
Clause type: taxes
 The School District is a tax-exempt organization. Federal excise tax does not apply to the School District and State of Illinois Sales Tax does not apply. The amounts to be paid to the Company hereunder are inclusive of all other taxes that may be levied, including sales, use, nonresident, value-added, excise, and similar taxes levied or imposed upon the work. The Company shall be responsible for any taxes levied or imposed upon the income or business privileges of the Company.
Clause type: ownership_of_shares
 The Stockholder has good and marketable right, title and interest (legal and beneficial) in and to all of the Shares, free and clear of all liens, pledges, security interests, charges, claims, equity or encumbrances of any kind. Upon paying for the Shares in accordance with this Agreement, the Company will acquire good and marketable title to the Shares, free and clear of all liens, pledges, security interests, charges, claims, equity or encumbrances of any kind.
Clause type: ownership_of_shares
 The Shareholder is the lawful record and beneficial owner of one hundred (100) shares of Stock. The Stock is free and clear of all Liens and Stock Liens. Upon delivery of the Stock hereunder, Purchaser will acquire the beneficial and legal and valid title to such Stock, free and clear of all Liens and Stock Liens. Ownership of the Stock will result in Purchaser owning, directly or indirectly, one hundred percent (100%) of any interest in the Business.
Clause type: representations
and Warranties. (i) The representations and warranties set forth in Section 4.3(a) (Capital Structure) (except for the first two sentences) and Section 4.4 (Authority) shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Time, as though made as of the Effective Time, (ii) the representations and warranties set forth in the first two sentences of Section 4.3(a) (Capital Structure) shall be true and correct in all but de minimis respects as of the date of this Agreement and as of the Effective Time, as though made as of the Effective Time, and (iii) each of the other representations and warranties of the Company contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Effective Time, as though made as of the Effective Time, except (A) in each case, representations and warranties that are made as of a specific date shall be true and correct only on and as of such date, and (B) in the case of clause (iii) where the failure of such representations or warranties to be true and correct (without giving effect to any materiality or “Company Material Adverse Effect” qualifications set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Clause type: capitalization
 As of the date hereof, the authorized capital stock of the Company consists of (i) 12 million shares of Common Stock of which 5,652,422 are issued and outstanding and 83,125 shares are reserved for issuance pursuant to the Company's stock option plans and (ii) 1,988,618 shares of Convertible Preferred Stock, par value $1.00 per share, consisting of 1,755,000 shares of Series A Convertible Preferred Stock and 233,618 shares of Series B Convertible Preferred Stock, of which no shares are issued and outstanding. Other than options to purchase 83,125 shares of Common Stock, there are no securities exercisable for, or convertible into or exchangeable for, shares of Common Stock. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid