bhaskrr/legal-clauses huggingface dataset:
Clause type: base-salary
 Effective as of January 1, 2004, and for a period of two (2) years thereafter, the Company will pay to the Executive an annual base salary of ONE HUNDRED SIXTY SEVEN THOUSAND ($167,000) to be paid in equal installments in accordance with the Company's general payment policies in effect during the term hereof (the "Base Salary"). Executive's annual base salary may be reviewed prior to December 31, 2005 and appropriate adjustments to salary implemented. If Executive's annual base salary is not revised effective January 1, 2006, his/her existing salary will continue on a monthly basis until changed. This provision does not alter the at-will nature of Executive's employment or the provisions of ARTICLES III and IV below.
Clause type: confidentiality
The terms and conditions of this Agreement, including its existence and all information provided in connection with it (including reports, etc.), shall be treated as Confidential Information under the relevant Nondisclosure Agreements between the parties and shall not be disclosed to any third party without the consent of the other party. In the event that either party is requested by any regulatory body (including, without limitation, any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of the parties’ securities are or shall be listed or quoted) or by legal process to disclose any Confidential Information concerning this Agreement, such party (the “Disclosing Party”) shall provide the other party (the “Non-Disclosing Party”) with prompt notice and shall take all commercially reasonable actions to, (i) seek an appropriate confidential treatment, protective order or other remedy, or (ii) resist or narrow the scope of such request or legal process.
Clause type: termination
This Agreement and the transactions contemplated hereby may be terminated in the following instances:
Clause type: definitions
For purposes of this Lease, the following definitions shall apply: “Hazardous Material(s)” shall mean any solid, liquid or gaseous substance or material that is described or characterized as a toxic or hazardous substance, waste, material, pollutant, contaminant or infectious waste, or any matter that in certain specified quantities would be injurious to the public health or welfare, or words of similar import, in any of the “Environmental Laws,” as that term is defined below, or any other words which are intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity or reproductive toxicity and includes, without limitation, asbestos, petroleum (including crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel, or any mixture thereof), petroleum products, polychlorinated biphenyls, urea formaldehyde, radon gas, nuclear or radioactive matter, medical waste, soot, vapors, fumes, acids, alkalis, chemicals, microbial matters (such as molds, fungi or other bacterial matters), biological agents and chemicals which may cause adverse health effects, including but not limited to, cancers and /or toxicity. “Environmental Laws” shall mean any and all federal, state, local or quasi-governmental laws (whether under common law, statute or otherwise), ordinances, decrees, codes, rulings, awards, rules, regulations or guidance or policy documents now or hereafter enacted or promulgated and as amended from time to time, in any way relating to (i) the protection of the environment, the health and safety of persons (including employees), property or the public welfare from actual or potential release, discharge, escape or emission (whether past or present) of any Hazardous Materials or (ii) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of any Hazardous Materials.
Clause type: payment
 Client will timely pay all fees invoiced to it by, or otherwise due and payable to, CIC. All fees payable under this Agreement shall be due and payable in advance in US Dollars to “CIC” on the first day of each month that this Agreement is in effect. Each monthly invoice bills in advance for the month ahead, and may also include charges from previous months that have not yet been invoiced. Incidental charges payable under this agreement (e.g. international phone charges) are included in the next regular monthly invoice after they are determined, and shall be due and payable as part of that invoice. All charges appearing on the monthly invoice shall be considered final and agreed to if not questioned by Notice within 90 days of the invoice date. Client shall be obligated to pay CIC interest at the rate of ten percent (10%) per annum on all sums Client is obligated to pay under the terms of this Agreement from the date fifteen (15) days after said sums become due and remain unpaid until the date such sums are paid in full. In addition, Client shall pay reasonable attorney’s and/or arbitrator’s fees and other costs incurred by CIC in conjunction with collecting any late payment, all of which are to be paid by Client within five (5) days of receipt of CIC’s invoice therefore. Notwithstanding the foregoing, before assessing interest charges the first time in any six (6) month period, CIC shall provide the Client Notice of the delinquency, and shall waive such interest payment if the Client pays such delinquent amount within five (5) days thereafter. The standard method of payment that CIC accepts is automatic bank debit. An automatic debit authorization form is attached hereto in Exhibit B. For any client for which automatic debit is impractical, you have the option of paying by check or wire transfer, but in conjunction with that you agree to increase your deposit on hand with CIC by one month beyond that required in Section 8 below. Any client electing to pay by wire transfer also agrees to pay wire transfer bank fees as part of their monthly invoice, the amount of which may vary from time to time as determined by CIC’s bank. CIC acknowledges that Client may cancel the automatic debit authorization at will, however such cancellation without payment in advance of the additional one month deposit may be deemed by CIC a 30-day Termination Notice under this Agreement.
Clause type: whereas
the Advisor is an investment advisor registered under the Investment Advisers Act of 1940, as amended, and has been retained by Touchstone Strategic Trust (the "Trust"), a Massachusetts business trust organized pursuant to an Agreement and Declaration of Trust dated November 18, 1982 and registered as an open-end diversified management investment company under the Investment Company Act of 1940 (the "1940 Act"), to provide investment advisory services to the Large Cap Growth Fund (the "Fund"); and
Clause type: payment
 As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities will be used to purchase the Debentures, the Company hereby agrees to pay at the Closing Time to the Underwriters a commission of $0.7875 per Preferred Security purchased by the Underwriters. Payment of the purchase price for, and delivery of certificates for, the Preferred Securities shall be made at the offices of Sidley Austin Brown & Wood LLP, 787 Seventh Avenue, New York, New York 10019, or at such other place as shall be agreed upon by the Underwriters, the Company and the Trust, at 9:00 A.M. (Eastern time) on the third (fourth, if Payment shall be made to the Trust by wire transfer of immediately available funds to the order of the Trust, against delivery to the Underwriters of certificates for the Preferred Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for the Preferred Securities which it has agreed to purchase. Lehman, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Preferred Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time but such payment shall not relieve such Underwriter from its obligations hereunder. At the Closing Time the Company will pay, or cause to be paid, the commission payable to the Underwriters at such time under this Section 2 to Lehman on behalf of the Underwriters by wire transfer of immediately available funds.
Clause type: termination
Upon the full payment of the consulting and service fees under the Business Cooperation Agreement and upon termination of Party C’s obligations under the Business Cooperation Agreement, this Agreement shall be terminated, and Pledgee shall then cancel or terminate this Agreement as soon as reasonably practicable.
Clause type: entire
Agreement. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.
Clause type: payment
 Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the office of Brobeck, Phleger & Harrison, LLP, Two Embarcadero Place, 2200 Geng Road, Palo Alto, CA, or at such other place as shall be agreed upon by the Initial Purchaser and the Company, at 9:00 A.M. (eastern time) on February 16, 1999, or such other time not later than ten business days after such date as shall be agreed upon by the Initial Purchaser and the Company (such time and date of payment and delivery being herein called the "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Initial Purchaser, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Initial Purchaser and the Company, on each Date of Delivery as specified in the notice from the Initial Purchaser to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company in writing, against delivery to the Initial Purchaser for its account of certificates for the Securities to be purchased by it.
Clause type: capitalization
 (a) The authorized share capital of the Company consists of 10,000,000,000 Shares of a nominal or par value of US$0.0001 each. As of the date of this Agreement, 455,227,428 Shares are issued and outstanding, all of which are duly authorized, validly issued, fully paid and non-assessable. There are no options, warrants, restricted stock units, convertible debt, other convertible instruments or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued share capital of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue or sell any share capital of the Company or any of its Subsidiaries. There are no outstanding restricted share units, options or share appreciation rights or any other awards granted under the Company Incentive Plans. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares or any share capital or other securities of the Company or any of its Subsidiaries.
Clause type: investments
 Until payment and satisfaction of all Obligations in full, the Company will not directly or indirectly, at any time make or hold any investment in any person (whether in cash, securities or other property of any kind) except the Company may make investments in cash and cash equivalents so long as the Lender has a perfected, lien on such cash and cash equivalents pursuant to a Control Agreement or a Deposit Account Control Agreement;
Clause type: investment-company-act
 The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the receipt of the net proceeds therefrom, will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the 1940 Act.
Clause type: investment-company-act
 The Borrower is a “diversified” “closed-end” “management investment company” and is registered under the Investment Company Act. The Borrower has elected to be treated as, and has qualified as, a “regulated investment company” (as defined in Section 851(a) of the Code) for U.S. federal income tax purposes and has never failed to qualify as such for any taxable year. The business and other activities of the Borrower, including but not limited to, the making of the Loans by the Lender, the application of the proceeds and repayment thereof by the Borrower and the consummation of the transactions contemplated by the Transaction Documents do not result in any violation of the provisions of the Investment Company Act, or any rules, regulations or orders issued by the Securities and Exchange Commission thereunder.
Clause type: miscellaneous
All notices, certificates and other communications from or at the request of the Company to any Warrant holder shall be mailed by first class, registered or certified mail, postage prepaid, to such address as may have been furnished to the Company in writing by such Warrant holder, or, until an address is so furnished, to the address of the last holder of such Warrant who has so furnished an address to the Company, except as otherwise provided herein. This Warrant Agreement and any of the terms hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. This Warrant Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Texas. The headings in this Warrant Agreement are for purposes of reference only and shall not limit or otherwise affect any of the terms hereof. This Warrant Agreement, together with the forms of instruments annexed hereto as exhibits, constitutes the full and complete agreement of the parties hereto with respect to the subject matter hereof.
Clause type: now
THEREFORE in consideration of the premises and mutual covenants and agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
Clause type: grant_of_option
 GenRad, Inc., a Massachusetts corporation (the "Company"), hereby grants Robert M. Dutkowsky (the " Optionee") an option to purchase up to an aggregate of 500,000 shares of Common Stock of the Company ("Common Stock") at a price of $7.375 per share (the "Option Exercise Price"), purchasable as set forth in, and subject to the terms and conditions of, this option. Except where the context otherwise requires, the term "Company" shall include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended or replaced from time to time (the "Code"). The date of grant of this option is April 24, 2000 (the "Effective Date").
Clause type: whereas
the Advisor and the Sub-Advisor are registered investment advisers under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and engage in the business of providing investment management services; and
Clause type: governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario.
Clause type: definitions
For the purposes of this Settlement Agreement only, including the recitals and schedules hereto:
Clause type: board
 (a) Buyer shall take all necessary action to cause that, immediately after the Closing, Buyer’s board of directors (the “Board”) will consist of seven (7) directors, all designated by Sellers by written notice to Buyer, immediately prior to the Closing. During the Board Observer Period, the Company shall allow one representative designated by Magna Management, LLC to attend and participate in all meetings and other activities of the Board (a “Board Observer”). The Company shall use reasonable efforts to (a) give Magna Management, LLC notice of all such meetings, at the same time as furnished to the directors, (b) provide to such Board Observer all notices, documents and information furnished to the directors, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, (c) notify the Board Observer and permit such Board Observer to participate by telephone in, emergency meetings of the Board, and (d) provide the Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the members of the Board; provided that the Board shall be entitled to exclude the Board Observer from (i) all or any portion of any executive session or (ii) all or any portion of any meeting to the extent the failure to exclude would, in the Board’s good faith determination, (A) adversely affect the attorney-client privilege between Buyer, the Company or any of its Subsidiaries and their respective counsel, (B) adversely affect Buyer, the Company or any of its Affiliates under governmental regulations or other applicable Law or Contract, or (C) result in a conflict of interest.
Clause type: definitions
Capitalized terms used in this Agreement but not defined in the body of this Agreement shall have the meanings ascribed to them in Exhibit A. Capitalized terms defined in the body of this Agreement are listed in Exhibit A with reference to the location of the definitions of such terms in the body of this Agreement.
Clause type: compensation
 (a) During the term of this Agreement you shall receive an annual salary of $390,000 annually, payable no less often than monthly in accordance with corporate policy.
Clause type: payment
 Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:
Clause type: definitions
Capitalized terms used herein without definition shall have the meanings given to them in the Purchase Agreement. The terms set forth below are used herein as so defined:
Clause type: compensation
 As compensation for the services of Seligman Financial Services under this Agreement, Seligman Financial Services shall be entitled to receive the sales charge, determined in conformity with the Fund's then current prospectus relating to such Shares, on all sales of Shares of the Fund confirmed by Seligman Financial Services hereunder and for which payment has been received, less the dealers' concession allowed in respect of such sales. In addition, in accordance with the terms of the Fund's Administration, Shareholder Services and Distribution Plan (the "Plan"), the Fund may make payments from time to time to Seligman Financial Services in accordance with the terms and limitations of, and for the purposes set forth in the Plan.
Clause type: taxes
 (i) Make or change any material Tax election, file any material amended Tax Return, enter into any material closing agreement, settle or compromise any material liability with respect to Taxes, agree to any material adjustment of any Tax attribute, file any claim for a material refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment, provided, that, for purposes of this subsection (u), “material” shall mean affecting or relating to $25,000 or more of taxable income.
Clause type: investment-company-act
 None of the Partnership Parties is now and, after giving effect to the offering and sale of the Units to be sold by the Partnership under the Agreement and the application of the net proceeds from such sale as described in the Prospectus under the caption “Use of Proceeds,” will not be, required to register as an “investment company” as defined in the Investment Company Act of 1940, as amended.
Clause type: loans
 Subject to the terms and conditions set forth herein, each Lender severally agrees to make a term loan (each such loan, a “Loan” and collectively for all Lenders, the “Loans”) to the Borrower in the amount of such Lender’s Commitment. The Loans shall be advanced in a single Borrowing on the Closing Date and shall be made ratably by the Lenders in proportion to their respective Applicable Percentages, at which time the Commitments shall expire; provided, however, that after giving effect to such Borrowing, the Outstanding Amount shall not at any time exceed the Maximum Availability. Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.
Clause type: ownership_of_shares
 As of the date hereof, neither AMI nor its affiliates and associates (as such terms are defined under the Exchange Act) (a) beneficially own, directly or indirectly, or (b) are parties to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing in each case, shares of capital stock of another company that in the aggregate represents 10% or more of the outstanding shares of capital stock of such other company. 4.33
Clause type: governing
Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Clause type: miscellaneous
The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.
Clause type: insurance
NFB and its Subsidiaries are presently insured, and since December 31, 1996, have been insured, for reasonable amounts with financially sound and reputable insurance companies, against such risks as companies engaged in a similar business would, in accordance with good business practice, customarily be insured. All of the insurance policies and bonds maintained by NFB and its Subsidiaries are in full force and effect, NFB and its Subsidiaries are not in default thereunder and all material claims thereunder have been filed in due and timely fashion.
Clause type: compensation
 The Company agrees to pay Consultant a fee for the Services ("Consulting Fee") by way of the delivery by the company of One Hundred Thousand (100,000) shares of the Company's common stock as a fee, issued under Rule 701 with any required restriction, with a deemed value of $0.02 per share (stock closing price on February 26, 2002). These shares shall be delivered within seven (7) days of the execution hereof. All shares transferred are considered fully earned and non-assessable as of the date hereof.
Clause type: assignment
Unless otherwise expressly provided under this MDPA, neither Party may assign this MDPA or assign its rights or delegate its obligations hereunder, either in whole or in part, whether by operation of law or otherwise, without the prior written consent of the other Party. Any attempt at such an assignment or delegation without the other's Party’s written consent will be void. The rights and liabilities of the parties under this MDPA will bind and inure to the benefit of the Parties' respective successors and permitted assigns. For purposes of this Section 4.4 (Assignment), a twenty percent (20%) change in control of a Party shall constitute an assignment.