bhaskrr/legal-clauses huggingface dataset:
Clause type: taxes
 Pioneer and the Bank (i) have timely filed all ----- federal, state, foreign and local income, franchise, excise, sales, intangibles, real and personal property, employment and other tax returns, tax information returns and reports required to be filed; (ii) have paid, or made adequate provision in the opinion of management for the payment of, all taxes, interest payments and penalties (whether or not reflected in returns as filed) due and payable (and/or accruable for all periods ending on or before the date of this Agreement) to any city, county, state, foreign country, the United States or any other taxing authority; and (iii) are not delinquent in the payment of any tax or governmental charge of any nature. The federal income tax returns of Pioneer and the Bank have been examined by and settled with the Internal Revenue Service, or the statute of limitations with respect to such years has expired for all years through September 30, 1994, and no audit, examination or investigation is presently being conducted or is threatened by any taxing authority. No unpaid tax deficiencies or additional liabilities of any sort have been proposed by any governmental representative with respect to Pioneer or the Bank. No agreements for the extension of time for the assessment of any amounts of tax have been entered into by or on behalf of Pioneer or the Bank. Pioneer and the Bank have withheld (and timely paid to the appropriate governmental entity) proper and accurate amounts from their employees for all periods in material compliance with all tax withholding provisions (including, without limitation, income, social security and employment tax withholding for all forms of compensation) of applicable federal, state, foreign and local laws. Pioneer and the Bank have delivered to Central true and correct copies of all federal and state income tax returns filed by any of them for all tax periods commencing after September 30, 1994.
Clause type: taxes
 The Company shall deduct from all amounts payable under this Agreement all federal, state, local and other taxes required by law to be withheld with respect to such payments.
Clause type: investment-company-act
 The Issuer is not an “investment company,” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act. The Issuer is not required to be registered as an “investment company” under the Investment Company Act.
Clause type: interest
 8.8.1 If any sum payable under this Agreement is not paid at the expiry of the period for payment specified in Clause 8.2 or 8.5.1 (as the case may be) (save as contemplated by clause 8.6.2), then the Party who has failed to make payment shall pay interest on the amount outstanding (both before and after judgment or decree) at the rate of 4% per annum over the published base lending rate from time to time of Bank of Scotland, such interest to be calculated from (but excluding) the date of expiry of such period until payment thereof, calculated on a daily basis and compounded annually.
Clause type: investment-company-act
 No Credit Party is an “investment company” under the Investment Company Act of 1940, as amended.
Clause type: loans
 Subject to applicable provisions of the Plan and the Code, You may request loans from the Custodial Account provided that such loans are established in or on a form or method acceptable to the Custodian and provided that such loans are administered pursuant to a loan program established under the Plan and authorized by the Employer and which conforms to the administrative requirements of the Custodian. Loan repayments shall be deposited into the Custodial Account.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof. All prior correspondence and proposals (including but not limited to summaries of proposed terms) and all prior promises, representations, understandings, arrangements and agreements relating to such subject matter (including but not limited to those made to or with Executive by any other Person and those contained in any prior employment, consulting or similar agreement, including the Original Agreement, entered into by Executive and the Company or any predecessor thereto or Affiliate thereof) are merged herein and superseded hereby.
Clause type: payment
 The indemnifying party shall promptly reimburse the indemnified party for the amount of any judgment rendered with respect to any claim by a third party in such litigation and for all losses and expenses, legal or otherwise, incurred by the indemnified party in connection with the defense against such claim or litigation, and for any other loss suffered or incurred with respect to the falsity or the breach of any representation, warranty, covenant or agreement (whether or not arising out of the claim of a third party).
Clause type: severability
If, subsequent to the execution of this Settlement Agreement, any of the provisions of this Settlement Agreement are deemed by a court to be unenforceable, the validity of the enforceable provisions remaining shall not be adversely affected.
Clause type: headings
The headings of any paragraph of this Amendment are for convenience only and shall not be used to interpret any provision hereof.
Clause type: assignment
This Agreement may not be assigned by either Party without the prior written consent of the other Party.
Clause type: governing
Law. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
Clause type: now
THEREFORE in consideration of the foregoing premises, and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Clause type: governing
Law. This Assignment and the rights and obligations hereunder shall be governed by and construed in accordance with the internal laws of the State of New York.
Clause type: compensation
 For purposes of Section 3.12(C)(4)(a), Compensation is defined as wages, salaries, professional fees, or other amounts derived from or received for personal services actually rendered (including, but not limited to commissions paid salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, and bonuses) and includes earned income, as defined in Code §401(c)(2) (reduced by the deduction the Self-Employed Individual takes for contributions made to a self-employed retirement plan). For purposes of this definition, Code §401(c)(2) shall be applied as if the term “trade or business” for purposes of Code §1402 included service described in subsection (c)(6). Compensation does not include amounts derived from or received as earnings or profits from property (including but not limited to interest and dividends) or amounts not includible in gross income. Compensation also does not include any amount received as a pension or annuity or as deferred compensation. Compensation includes any amount includible in the Participant’s gross income under Code §71 with respect to a divorce or separation instrument described in Code §71(b)(2)(A). In the case of a married Participant filing a joint return, the greater compensation of his or her spouse is treated as the Participant’s Compensation, but only to the extent that such spouse’s compensation is not being used for purposes of the spouse making a contribution to a Roth IRA or a deductible contribution to a non-Roth IRA.
Clause type: whereas
highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;
Clause type: insurance
Each Obligor shall (and the Parent shall ensure that each Material Group Company will) maintain insurances on and in relation to its business, properties and assets with reputable underwriters or insurance companies against those risks and to the extent as is usual for companies carrying on the same or substantially similar business.
Clause type: assignment
This Agreement shall be binding upon and inure to the benefit of the heirs and representatives of the Executive and the assigns and successors of the Company, but neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to hypothecation by the Executive.
Clause type: taxes
 The Borrower will pay, and will cause each of its Subsidiaries to pay, when due all taxes, assessments and governmental charges and levies upon them of their income, profits or Projects, except those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement of the ---------------- parties hereto with respect to the subject matter of this Agreement and supersedes any and all previous agreements between parties, whether written or oral, with respect to such subject matter.
Clause type: assignment
This Agreement is binding upon, and shall inure to the benefit of, the parties and their respective heirs, executors, administrators, successors and assigns.
Clause type: ownership_of_shares
 None of the Purchaser or its Affiliates Beneficially Own any shares of Company Common Stock (without giving effect to the issuance of the Notes hereunder). Since June 1, 2018, none of the Purchaser or its Affiliates has engaged in any hedge, swap, short sale or derivative transactions involving the Company Common Stock or other agreement or arrangement that transfers to any Third Party, directly or indirectly, in whole or in part, any ownership of, or interests in, any shares of Company Common Stock, or encouraged, directed or been aware of any such activities by Orogen Group LLC, Atairos or any of their respective portfolio companies.
Clause type: loans
 Make any loans to any person, firm or entity, nor become a guarantor or surety, nor pledge credit in any manner, directly or indirectly.
Clause type: conversion_of_shares
 Subject to Section 2.7(d), each issued and outstanding Share (other than Shares to be canceled in accordance with Section 2.7(b)) shall be converted into the right to receive from the Surviving Corporation in cash, without interest, the price per Share paid pursuant to the Offer (the "Merger Consideration").
Clause type: base-salary
 An annual salary of $150,000 payable in bi-monthly installments and subject to such deductions as may be required by law, for the next 12 months. Thereafter, annual increase reviews will be done during the month of December for a January 1 effective increase date during the term of this Agreement so that for the 12 months beginning on each such anniversary date, the employee's salary increases will take effect. The Board has sole discretion as to the amount of the CEO's compensation.
Clause type: esop
 Effective as of the Closing Date, the First Federal Savings and Loan Association of New Castle Employee Stock Ownership Plan (the "ESOP") shall terminate in accordance with its terms as the same existed on January 1, 1998 (which terms shall include specifically, but without limitation, the termination upon acquisition provisions specified under Section 8.2(c) of the ESOP). Any other provision of this section to the contrary notwithstanding, First Shenango shall neither take, nor omit to take, any action with regard to the ESOP which would: (i) operate to prevent KPMG from issuing the opinion required under the provisions of Section 6.10 hereof or (ii) adversely affect the tax-favored status of the ESOP.
Clause type: ownership_of_shares
 Seller is the record and beneficial owner of the Shares, free and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Shares, free and clear of any Lien.
Clause type: headings
Article and Section headings are for convenience only and shall not affect the interpretation of this Agreement. References to articles, sections and exhibits are, unless the context otherwise requires, references to articles, sections and exhibits of this Agreement. The words “hereof” and “hereunder” shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
Clause type: counterparts
This Agreement may be executed in two or more counterparts, each of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile).
Clause type: assignment
This Agreement is personal to the Executive and shall not be assignable by the Executive.
Clause type: severability
If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Agreement shall be enforceable in accordance with its terms.
Clause type: headings
The headings of the Articles and paragraphs herein are inserted for convenience of reference only and shall not affect the meaning or construction hereof.
Clause type: taxes
 Each of the Parent, Holdings, the Borrower and each of its Restricted Subsidiaries (i) has timely filed or caused to be filed all federal, state, provincial, territorial and other Tax returns that are required to be filed by it, and (ii) has duly and timely paid all Taxes due and payable and all other Taxes, fees or other charges imposed on it or any of its Property, assets, income, businesses and franchises by any Governmental Authority responsible for administering Taxes (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which any reserves required in conformity with GAAP have been provided on the books of the Parent, Holdings, the Borrower or such Restricted Subsidiary, as the case may be), except in each case where the failure to do so would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. There are no current, proposed or, to the knowledge of the Parent, Holdings, the Borrower or any of its Restricted Subsidiaries, pending Tax assessments, deficiencies or audits against the Parent, Holdings, the Borrower or any of its Restricted Subsidiaries, as the case may be, except those that are currently being contested in good faith by appropriate proceedings and with respect to which any reserves required in conformity with GAAP have been provided on the books of the Parent, Holdings, the Borrower or such Restricted Subsidiary, as the case may be, or that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Clause type: board
 At each annual meeting of the Stockholders and at each special meeting of the Stockholders called for the purpose of electing directors of the Company, and at any time at which stockholders of the Company shall have the right to, or shall, vote for directors of the Company, then, and in each event, the Stockholders hereby agree to attend each meeting in person or by proxy and hereby agree to vote stock of the Company and shares of the Company now owned or hereafter acquired by him, her or it (whether at a meeting or by written consent in lieu thereof) (i) to fix the number of members of the Board at up to eleven (11) (unless the Board is expanded pursuant to Section 2.6(b) hereto, in which case to fix the number of members of the Board in accordance with Section 2.6(b) hereto), and (ii) to elect and thereafter to continue in office as a director of the Company the following: (a) three (3) directors nominated by the Berkshire Stockholders (who shall initially be Richard Lubin, Robert Small and Jordan Kahn) (collectively the “Berkshire Representatives”); (b) three (3) directors nominated by the WP Stockholders (who shall initially be Michael Cronin, Kevin Hayes and Carol Meyrowitz) (collectively, the “WP Representatives”); and (c) two (2) directors nominated by the Management Stockholders (who shall initially be Gerald Rittenberg and James Harrison) (collectively, the “Management Representatives”). As to the directors elected to the Board pursuant to this Section 2.6(a) or Section 2.6(b), the following provisions shall apply: (i) no Berkshire Representative may be removed without the consent of a majority in interest of the Berkshire Stockholders, except for cause as determined in good faith by unanimous decision of all directors other than the Berkshire Representatives, (ii) no WP Representative may be removed without the consent of a majority in interest of the WP Stockholders, except for cause as determined in good faith by unanimous decision of all directors other than the WP Representatives, (iii) no Management Representative may be removed without the consent of a majority in interest of the Management Stockholders, except for cause as determined in good faith by unanimous decision of all directors other than the Management Representatives, provided, that in the event of a determination by the Board pursuant to clause (i), (ii) or (iii) of this sentence to remove a director, each Stockholder shall take all action as may be necessary or appropriate, inc...
Clause type: headings
The headings in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation.
Clause type: grant_of_option
 Pursuant to the Plan, the Company grants to the Optionee an option (the “Option”) to purchase from the Company all or any number of an aggregate of <Number of Shares> shares, subject to adjustment pursuant to Section 8 of the Plan (the “Option Shares”), of the Company’s common stock, $.001 par value per share, at a price of $<price> per share. The Option is granted as of <Date of Grant> (the “Grant Date”).
Clause type: assignment
Except as set forth herein, neither party may sell, assign, convey, or transfer the licenses granted hereunder or any of such party's rights or interests, or delegate any of its obligations hereunder without the written consent of the other party. Any such consent shall be conditioned upon the understanding that this Agreement shall be binding upon the assigning party's successors and assigns. Either party may assign this Agreement to any Subsidiary that is not a Competitor except that the assigning party shall remain responsible for all obligations under this Agreement including the payment of fees. Notwithstanding anything contained herein to the contrary, Licensee may not assign this Agreement to a Competitor.
Clause type: ownership_of_shares
 As of the date of this Agreement, Buyer represents and warrants that neither it nor any of its affiliates directly or indirectly has beneficial ownership of any LMI Shares or other Company securities nor does it or any of its affiliates have any other rights with respect to any shares (other than the Shares) of the Company.
Clause type: capitalization
 (a) The authorized share capital of Parent consists solely of 1,000,000 ordinary shares, par value of US$0.01 each. As of the Original Execution Date, one ordinary share of Parent was issued and outstanding, which is duly authorized, validly issued, fully paid and non-assessable and is owned by Midco. Parent was formed solely for the purpose of engaging in the transactions contemplated by the Original Merger Agreement, and it has not conducted any business prior to the Original Execution Date and has no, and prior to the Effective Time, will have no, assets, liabilities or obligations of any nature other than the Financing Documents, the Contribution and Support Agreement and those incident to its formation and capitalization pursuant to the Original Merger Agreement, this Agreement and the Transactions.
Clause type: entire
Agreement. This Agreement, together with the Schedules, constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings of the Parties in connection therewith.
Clause type: esop
 The Company shall increase the reservation of Ordinary Shares under the ESOP, by 1,712,093 Ordinary Shares (the “Increased Reservation”), such that the total number of Ordinary Shares free for future allocation under the ESOP at the Closing shall be 1,712,093 Ordinary Shares which shall represent 2.5% of the Company’s issued and outstanding share capital immediately subsequent to the Closing calculated on a Fully Diluted Basis. The Company undertakes that all options and/or securities issued pursuant to the ESOP subsequent to the Closing shall be subject to a vesting period of at least 4 years from the date of grant or as otherwise determined by the Board of Directors of the Company.
Clause type: insurance
As between the First Lien Secured Parties, the Collateral Agent, acting at the direction of the Applicable Authorized Representative, shall have the right to adjust or settle any insurance policy or claim covering or constituting Shared Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the Shared Collateral.
Clause type: governing
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to its principles of conflicts of laws.
Clause type: now
THEREFORE in consideration of the mutual covenants and benefits set forth herein, the Trust and the Adviser do hereby agree as follows:
Clause type: representations
and Warranties. The representations and warranties of the Company contained in this Agreement shall be true and correct on the date hereof and (except to the extent such representations and warranties speak as of an earlier date) shall also be true and correct on and as of the Closing Date, except for changes expressly contemplated by this Agreement, with the same force and effect as if made on and as of the Closing Date;
Clause type: assignment
Neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned by any of the Parties hereto (whether by sale of stock, operation of law, in connection with a merger or sale of substantially all of the assets, or otherwise) without the prior written consent of the other Parties, and any attempt to do so will be null and void, except that any Covered Stockholder may assign all or any of its rights and obligations hereunder to any of its affiliates; provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties hereto and their respective successors and permitted assigns.
Clause type: payment
 50.1 The assessment interval is - between the 25th day of each successive month - Service manager may when deemed necessary request Bi-Weekly payment assessments or on the completion of work