bhaskrr/legal-clauses huggingface dataset:
Clause type: base-salary
 Hanson shall be paid an annual base salary of Three Hundred Fifty Thousand Dollars ($350,000) payable in accordance with Unilife's standard payroll practices. Hanson’s base salary will be subject to the customary withholding and employment taxes, as required by law, with respect to compensation paid by an employer to an employee. At the discretion of the Compensation Committee of the Board of Directors of Unilife (“Compensation Committee”), Hanson shall be eligible for increases in base salary. Further, Unilife will not reduce Hanson’s base salary to less than what is agreed to herein.
Clause type: base-salary
 Subject to adjustment in accordance with this subsection (a), the Executive shall receive a base salary at the annual rate of not less than $1,000,000, commencing as of October 1, 2010. The Committee shall review the Executive’s base salary annually to determine whether such salary should be increased. Further, if the Executive initiates or agrees to a general reduction of base salaries of executive officers of the Company, then such base salary shall be subject to reduction on the same basis and terms that apply to the other officers of the Company or, with the prior consent of the Executive, a reasonable larger percentage reduction in light of his position as CEO. (In this Agreement, the term “Base Salary” shall mean the amount established and adjusted from time to time pursuant to this subsection (a).)
Clause type: taxes
 Acquiring Company has filed all tax returns and reports required to be filed as of the Closing with all other jurisdictions where such filing is required by law; and Acquiring Company has paid, or made adequate provision for the payment of all taxes, interest, penalties, assessments or deficiencies due and payable on, and with respect to such periods or accruing prior to Closing. As of the Closing, Acquiring Company knows of (i) no other tax returns or reports which were required to be filed which have not been so filed and (ii) no unpaid assessment for additional taxes for any fiscal period ending before the Closing.
Clause type: investments
 Purchase or acquire after the Closing Date obligations or Equity Interests of, or any other interest in, any other Person, other than (i) Permitted Investments, (ii) any repurchase of New Second Priority Obligations or any other Junior Priority Obligations, each as permitted by Section 7.18, (iii) any Permitted Acquisition, (iv) investments consisting of prepayments, security deposits or similar transactions entered into in the Ordinary Course of Business, (v) obligations or Equity Interests received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, Customers or suppliers, in each case in the Ordinary Course of Business, (vi) any guarantee permitted under Section 7.3, and (vii) the acquisition of obligations or Equity Interests, of another Person (or additional capital contributions in respect of Equity Interests held by a Loan Party), whether in a single or series of related transactions, for which the aggregate consideration paid by a Loan Party does not exceed $10,000,000 in any fiscal year or $40,000,000 from and after the Second Amendment Effective Date; provided that, in any fiscal year in which the Loan Parties receive a return of capital in respect of any such obligations or Equity Interests (or capital contributions) acquired (or made) after the Closing Date, (x) the amount available in such fiscal year to make acquisitions of obligations or Equity Interests (or additional capital contributions) shall be increased by a like amount and (y) the amount available from and after the Second Amendment Effective Date to make acquisitions of obligations or Equity Interests (or additional capital contributions) shall be increased by a like amount.
Clause type: miscellaneous
This Agreement, including the attachments, shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof and shall supersede all prior agreements and undertakings, both written and oral, between the parties with respect to the subject matter hereof and thereof. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, the parties or (b) by a waiver in accordance with Section 5.03. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective subsidiaries, and nothing herein, express or implied, is intended to or shall confer upon any third parties any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Clause type: taxes
 The fees in the Investment Summary do not include any taxes, including, without limitation, sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt certificate. Otherwise, we will pay all applicable taxes to the proper authorities and you will reimburse us for such taxes. If you have a valid direct-pay permit, you agree to provide us with a copy. For clarity, we are responsible for paying our income taxes, both federal and state, as applicable, arising from our performance of this Agreement.
Clause type: ownership_of_shares
 Such Shareholder is the sole record and beneficial owner of the shares of Company Common Stock designated as being owned by such Shareholder opposite such Shareholder's name in Section 1 above. JEM is the sole record and beneficial owner of the shares of Ro-Tech Common Stock designated as being owned by JEM opposite his name in Section 1 above. The Shareholders own beneficially and of record all outstanding shares of the Common Stock of the Company. JEM owns beneficially and of record all outstanding shares of Common Stock of Ro-Tech. Such shares are not subject to any liens, encumbrances, options, charges, pledges, mortgages, deeds of trust, security interests, rights of first refusal or other restrictions of any kind or nature. Such Shareholder has not granted any rights to purchase such shares to any other person or entity. Neither Shareholder is a party to or bound by any option, sale agreement, shareholder agreement, pledge, proxy, voting trust, power of attorney, restriction on transfer or other agreement or instrument which relates to the ownership, voting or transfer of any shares of Common Stock of the Company and any shares of Common Stock of Ro-Tech, as the case may be, owned by such Shareholder and JEM, respectively. Each Shareholder has good and marketable title to the shares of Common Stock of the Company and the shares of Common Stock of Ro-Tech owned by such Shareholder and JEM, respectively, and has the sole and absolute right, power and authority to sell, assign and transfer such shares to Purchaser as provided in this Agreement. Such shares constitute all of the Company's Common Stock owned, beneficially or of record, by such Shareholder. Such shares constitute all of Ro-Tech's Common Stock owned, beneficially or of record, by JEM. Neither Shareholder has any options, warrants or other rights to acquire Company Common Stock or Ro-Tech Common Stock, respectively. Neither Shareholder has engaged in any sale or other transfer of any Company Common Stock or Ro-Tech Common Stock, as the case may be, in contemplation of the purchase hereunder. Purchaser will acquire good and unencumbered title to such Common Stock of the Company from each Shareholder hereunder and such Common Stock of Ro-Tech from JEM hereunder, free and clear of all liens, and not subsequent to any adverse claim when acquired by Purchaser pursuant to this Agreement.
Clause type: investment-company-act
 No Purchaser is an "investment company" within the meaning of the United States Investment Company Act of 1940, as amended.
Clause type: notices
Any notice or other document required or permitted to be given or delivered to the Holder shall be delivered or forwarded to the Holder at c/o Mercator Advisory Group, LLC, 555 South Flower Street, Suite 4200, Los Angeles, California 90071, Attention: David F. Firestone (Facsimile No. 213/553-8285), or to such other address or number as shall have been furnished to the Company in writing by the Holder, with a copy to Sheppard Mullin Richter & Hampton LLP, 333 South Hope Street, 48th Floor, Los Angeles, California 90071-1448 Attention David C. Ulich (Facsimile No. 213/620-1398). Any notice or other document required or permitted to be given or delivered to the Company shall be delivered or forwarded to the Company at Mr. Keith Berman, CareDecision Corp., 2660 Townsgate Road, Suite 300, West Lake Village, CA 91361, With a copy to:, Eric S. Hutner, Esq., Law Offices of Eric S. Hutner & Associates, 1065 Avenue of the Americas, Suite 2100, New York, New York 10018, 212-391-9235/FAX: 212-391-9236, or to such other address or number as shall have been furnished to Holder in writing by the Company. All notices, requests and approvals required by this Warrant shall be in writing and shall be conclusively deemed to be given (i) when hand-delivered to the other party, (ii) when received if sent by facsimile at the address and number set forth above; provided that notices given by facsimile shall not be effective, unless either (a) a duplicate copy of such facsimile notice is promptly given by depositing the same in the mail, postage prepaid and addressed to the party as set forth below or (b) the receiving party delivers a written confirmation of receipt for such notice by any other method permitted under this paragraph; and further provided that any notice given by facsimile received after 5:00 p.m. (recipient’s time) or on a non-business day shall be deemed received on the next business day; (iii) five (5) business days after deposit in the United States mail, certified, return receipt requested, postage prepaid, and addressed to the party as set forth below; or (iv) the next business day after deposit with an international overnight delivery service, postage prepaid, addressed to the party as set forth below with next business day delivery guaranteed; provided that the sending party receives confirmation of delivery from the delivery service provider.
Clause type: investment-company-act
 Neither the Company nor any of its subsidiaries is, or, after the consummation of the Restructuring, will be, an “investment company” or a company “controlled” by an “investment company” within the meaning Investment Company Act of 1940 or otherwise subject to regulation under the Investment Company Act of 1940, as amended.
Clause type: interest
 Nothing contained in the Agreement to which this Schedule is attached and made part hereof, shall be construed as conferring upon the Royalty Holder any right to or beneficial interest in the Property. The right to receive the Net Smelter Return Royalty from the Grantor as and when due shall be and shall be deemed to be a contractual right only. Furthermore, the right to receive such Net Smelter Return Royalty as and when due shall not be deemed to constitute the Grantor the partner, agent or legal representative of the Royalty Holder or to create any fiduciary relationship between them for any purpose whatsoever.
Clause type: investment-company-act
 The Company is not (and immediately after consummation of the Merger and the other transactions contemplated by this Agreement shall not be) an investment company within the meaning of, or a company controlled by an investment company within the meaning of, or otherwise subject to any provisions of, the Investment Company Act of 1940, as amended (the "Investment Company Act") and the rules and regulations of the SEC thereunder.
Clause type: investment-company-act
 Neither the Company nor any of the Subsidiaries is an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "INVESTMENT COMPANY ACT"), nor is the Company nor any of the Subsidiaries directly or indirectly controlled by or acting on behalf of any Person which is an "investment company" within the meaning of the Investment Company Act.
Clause type: severability
If any provision of this Agreement shall be found invalid or unenforceable for any reason, in whole or in part, then such provision shall be deemed modified, restricted, or reformulated to the extent and in the manner necessary to render the same valid and enforceable, or shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law, as if such provision had been originally incorporated herein as so modified, restricted, or reformulated or as if such provision had not been originally incorporated herein, as the case may be. The parties further agree to seek a lawful substitute for any provision found to be unlawful; provided, that, if the parties are unable to agree upon a lawful substitute, the parties desire and request that a court or other authority called upon to decide the enforceability of this Agreement modify those restrictions in this Agreement that, once modified, will result in an agreement that is enforceable to the maximum extent permitted by the law in existence at the time of the requested enforcement.
Clause type: ownership_of_shares
 Neither Parent nor Merger Sub is, nor at any time during the three (3) years prior to the date of this Agreement has it been, an “affiliated shareholder” of the Company as defined in Section 21.602 of the TBOC.
Clause type: insurance
Section 3.16 of the Disclosure Schedule lists each insurance policy (including policies providing property, casualty, liability, and workers' compensation coverage and bond and surety arrangements) to which any of the Seller and its Subsidiaries is a party, a named insured, or otherwise the beneficiary of coverage. With respect to each insurance policy required to be listed in Section 3.16 of the Disclosure Schedule: (i) the policy is legal, valid, binding, enforceable, and in full force and effect; (ii) the policy will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) neither the Seller and its Subsidiaries nor any other party to the policy is in breach or default (including with respect to the payment of premiums or the giving of notices), and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, or permit termination, modification, or acceleration, under the policy; and (iv) no party to the policy has repudiated any provision thereof. Each of the Seller and its Subsidiaries has been covered during the past 3 years by insurance in scope and amount customary and reasonable for the Business and the other businesses in which it has engaged during the aforementioned period. Section 3.16 of the Disclosure Schedule describes any self-insurance arrangements affecting any of the Seller and its Subsidiaries, as well as any pending claims with respect to insurance coverage owned by the Seller or its Subsidiaries, including amounts held in reserve by the Seller or its Subsidiaries in connection with any such claim.
Clause type: capitalization
 (a) The entire authorized and issued capital stock and other equity securities of the Target are as set out in the Target Disclosure Statement. All of the issued and outstanding Shares and other securities of the Target are owned of record and beneficially by the Shareholders, free and clear of all Encumbrances. All of the outstanding equity securities of the Target have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding equity securities or other securities of the Target, if any, were issued in violation of any Applicable Securities Laws or any other Legal Requirement. The Target does not own, or have any Contract to acquire, any equity securities or other securities of any Person or any direct or indirect equity or ownership interest in any other business.
Clause type: payment
 The City will pay the Contractor in accordance with the rate set forth in the contract documents on file in the Public Works Department and by this reference made a part hereof, which shall constitute full and complete compensation for the Contractor's work provided hereunder. Such compensation will be paid in progress payments (less five (5) percent retainage), as established by the City, subject to receipt of a requisition for payment and a statement of work provided by the Contractor and agreement by both the City and the Contractor that the Contractor has fully performed the work to be paid for in such progress payments in conformance with the contract. If the City or the architect or engineer determines that a higher rate of retainage is required to ensure performance of the contract, the City may withhold up to ten (10) percent retainage until the work is fully completed and accepted by the City.
Clause type: interest
 Interest at a rate of 2% per annum plus the rate for the time being fixed by section 2 of the Penalty Interest Rates Act 1983 is payable on any money owing under the contract during the period of default, without affecting any other rights of the offended party.
Clause type: payment
 Any termination of this Agreement shall not release Purchaser or Enova from paying any amount that it may then owe to the other party. In the event of termination of this Agreement, all of Purchaser's debt to Enova and all of Enova's obligations to Purchaser pursuant to this Agreement shall become immediately due and payable on the date of termination. Termination does not relieve Purchaser of the obligation to pay for Enova products or parts ordered but not shipped prior to termination.
Clause type: notices
All notices and other communications provided for or permitted hereunder shall be made as set forth in Section 9.4 of the Purchase Agreement.
Clause type: assignment
Neither party shall assign its rights or obligations under this Agreement without the prior written consent of the other party; provided, however, that a party may, without such consent, assign this Agreement and its rights and obligations hereunder (a) to any Affiliate, or (b) in connection with the transfer or sale of all or substantially all of its business to which this Agreement relates, or in the event of its merger, consolidation, change in control or similar transaction. Any permitted assignee shall assume all obligations of its assignor under this Agreement. Any purported assignment in violation of this Section 10.1 shall be void.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement between the parties hereto.
Clause type: interest
 (1) Interest shall accrue on the aggregate unpaid principal amount of each Note, together, to the extent permitted by Applicable Law, with interest on overdue interest not paid on an Interest Payment Date for the Notes, as well after as before default and judgment, from and including the date such Note is issued to but not including the date of the repayment in full of the principal amount of such Note, at a rate of interest equal to 4.75% per annum. Interest that accrues on a Note for the period from and including the date such Note is issued to but not including January 17, 2015 shall be payable on the first Interest Payment Date (namely, January 17, 2015). Interest on a Note that accrues from and including January 17, 2015, subject to any variation to the terms and conditions of the initial interest payment under any additional Notes, shall be payable in equal semi-annual installments on each Interest Payment Date for the Notes and all accrued and unpaid interest on the Notes shall be paid on the Maturity of the Notes. For greater certainty, interest on the Notes will accrue and be calculated for each applicable period prior to an Interest Payment Date, and will be paid on each related Interest Payment Date, in the manner necessary to result in (i) the per annum rate of interest during each year of the term of the Notes being equal to the fixed rate per annum specified above, (ii) interest under the Notes that accrues for the period from and including September 15, 2014, to but not including January 17, 2015 being paid under the Notes on the first Interest Payment Date (namely, January 17, 2015) and payable in an aggregate amount equal to $6,454,794.52, and (iii) interest under the Notes that accrues from and including January 17, 2015, subject to any variation to the terms and conditions of the initial interest payment under any additional Notes, being paid under the Notes in equal semi-annual installments on the related semi-annual Interest Payment Dates.
Clause type: governing
Law. This Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Virginia, without regard to conflicts of laws principles.
Clause type: taxes
 Tenant shall pay to Landlord as Additional Rent Tenant’s Tax Share of all real estate taxes imposed against the Property during any calendar year (including without limitation all so-called linkage and impact fees, betterment assessments, fire and police service availability fees and similar charges for customary governmental services and charges in lieu of such taxes, assessment district assessments, governmental charges, fees or assessments for traffic or transit mitigation, personal property taxes assessed on personal property of Landlord used in the operation of the Property, increases in the foregoing due to changes in values, tax rate, alterations made by Tenant or other factors and the reasonable cost of contesting by appropriate proceedings the amount or validity of any of the foregoing) in excess of the Tax Base, prorated with respect to any portion of a calendar year in which the Term of this Lease begins or ends. As soon as Tenant’s share of real estate taxes with respect to any calendar year can be determined, the same will be certified by Landlord to Tenant (which certification shall be accompanied by copies of the relevant tax bills) and will become payable to Landlord within ten (10) days thereafter. If Landlord shall receive any refund of real estate taxes of which Tenant has paid a portion pursuant to this Section, then, out of any balance remaining after deducting Landlord’s expenses incurred in obtaining such refund, Landlord shall pay to Tenant the same proportionate share of said balance, prorated as set forth above. Tenant shall, if as and when demanded by Landlord and with each monthly installment of Fixed Rent, make tax fund payments to Landlord. “Tax fund payments” refer to such payments as Landlord shall determine to be sufficient to provide in the aggregate a fund adequate to pay, when they become due and payable, all payments required from Tenant under this Section. In the event that tax fund payments are so demanded, and if the aggregate of said tax fund payments is not adequate to pay Tenant’s share of such taxes, Tenant shall pay to Landlord the amount by which such aggregate is less than the amount of said share, such payment to be due and payable at the time set forth above. Any surplus tax fund payments shall be accounted for to Tenant after payment by Landlord of the taxes on account of which they were made, and may be credited by Landlord against future tax fund payments or refunded to Tenant at Landlord’s option. In add...
Clause type: loans
 The Revolving Credit Loans, the Swingline Loans and the Bid Rate Loans.
Clause type: compensation
 As compensation for services rendered by PFPC during the term of this Agreement, the Company will pay to PFPC a fee or fees as may be agreed to in writing by the Company and PFPC.