bhaskrr/legal-clauses huggingface dataset:
Clause type: interest
 Royalties, Milestone, and other payments required to be paid by NEWCO pursuant to this Agreement shall, if overdue, bear interest at a per annum rate of [**] or the maximum rate allowed by law, whichever is less, until paid. The payment of such interest shall not preclude ILEX from exercising any other rights it may have because any payment is overdue.
Clause type: vesting
 11.601 100% VESTING ON CERTAIN CONTRIBUTIONS The Participant's accrued benefit derived from Elective Deferrals, Qualified Nonelective Contributions, Nondeductible Employee Contributions, and Qualified Matching Contributions is nonforfeitable. Separate accounts for Elective Deferrals, Qualified Nonelective Contributions, Nondeductible Employee Contributions, Matching Contributions, and Qualified Matching Contributions will be maintained for each Participant. Each account will be credited with the applicable contributions and earnings thereon.
Clause type: investment-company-act
 The Company is not an “investment company” or an entity “controlled” by an “investment company” as such terms are defined in the 1940 Act.
Clause type: ownership_of_shares
 The Holder is the beneficial and record owner of all of the issued and outstanding shares of the Company, consisting of 6,251,601 Shares of common stock. On the Closing Date, the Holder shall transfer to the Buyer title to such Shares, free and clear of all Liens, options, proxies, voting trusts or agreements and other restrictions, other than Permitted Liens, applicable federal, provincial and state securities law restrictions and those set forth in the Organizational Documents. The Seller is the beneficial and record owner of all of the issued and outstanding ordinary shares of the Holder.
Clause type: dividends
 91. Subject to any rights and restrictions for the time being attached to any class or classes of shares, the Board or the Company (by Ordinary Resolution) may from time to time declare dividends (including interim dividends) and other distributions on shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor.
Clause type: investments
 1. Consolidated book value of the assets of Atlas and its Subsidiaries: $_________
Clause type: governing
Law. This Declaration and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws.
Clause type: now
THEREFORE in consideration of the mutual conditions and agreements set forth in the Credit Agreement and this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Clause type: assignment
Neither party may assign this Agreement without the prior written consent of the other party.
Clause type: esop
 (i) The ESOP was validly authorized and established in accordance with all applicable laws, regulations, and rulings. The trust holding the assets of the ESOP is a trust duly formed in accordance with the laws of the State of California, and is validly existing under the laws of the State of California (the “Trust”). Joe Harris has been duly appointed to serve as the trustee of the ESOP (“ESOP Trustee”).
Clause type: loans
 Permit the sum of the amount of outstanding Loans to exceed the Revolving Credit Commitment.
Clause type: notices
All notices, demands, certificates, requests and communications hereunder ("notices") shall be in writing and shall be effective (a) upon receipt when sent through the U.S. mails, registered or certified mail, return receipt requested, postage prepaid, with such receipt to be effective the date of delivery indicated on the return receipt, or (b) one Business Day after delivery to an overnight courier, or (c) on the date personally delivered to an Authorized Officer of the party to which sent, or (d) on the date transmitted by legible telecopier transmission with a confirmation of receipt, in all cases addressed to the recipient as follows:
Clause type: notices
All communications hereunder will be in writing and, if sent to the Underwriter, will be mailed, hand delivered or telecopied and confirmed to Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: LCD-IBD; or, if sent to the Company, will be mailed, hand delivered or telecopied and confirmed to it at 500 West Texas, Suite 1225, Midland, Texas 79701 Attention: Randall J. Holder; or if sent to any entity controlled by Wexford Capital L.P., will be mailed, hand delivered or telecopied and confirmed to it at: Wexford Capital LP, 411 West Putnam Avenue, Greenwich, CT 06830 Attention: Arthur H. Amron, Partner & General Counsel; or if sent to Gulfport Energy Corporation, will be mailed, hand delivered or telecopied and confirmed to it at: Gulfport Energy Corporation, 14313 N. May Avenue, Suite 100, Oklahoma City, OK 73134 Attention: Michael G. Moore, Chief Executive Officer and President; provided, however, that any notice to an Underwriter pursuant to Section 9 will be mailed, hand delivered or telecopied and confirmed to such Underwriter.
Clause type: insurance
Section 2.23 of the Company Disclosure Schedule lists all insurance policies and fidelity bonds covering the assets, business, equipment, properties, operations, employees, officers and directors of the Company, including the amounts of coverage under each such policy and bond of the Company. Each policy listed in Section 2.23 of the Company Disclosure Schedule is valid and binding and in full force and effect. The insurance policies listed in Section 2.23 of the Company Disclosure Schedule, (i) in light of the business, operations and Assets and Properties of the Company are, in the reasonable opinion of the Company, in amounts and have coverage that are reasonable and customary for Persons engaged in similar businesses and operations and having similar Assets and Properties and (ii) are in amounts and have coverages as required by any Contract to which the Company is a party or by which any of its Assets and Properties is bound. The Company has not been refused any requested coverage and no material claim made by the Company has been denied by the underwriters of such policies or bonds. All premiums payable under all such policies and bonds have been paid, and the Company is otherwise in full compliance with the terms of such policies and bonds (or other policies and bonds providing substantially similar insurance coverage). There is no claim pending or, to the knowledge of the Company, threatened under any such policies or bonds. The Company does not know of any threatened termination of, the invalidation of any coverage of or material premium increase with respect to, any of such policies. The Company shall continue to be entitled to the benefit or each insurance policy or bond upon the consummation of the transactions contemplated hereby.
Clause type: base-salary
 As compensation for Executive’s services, as provided in Paragraph 1 above, the Company will pay to Executive a base annual salary (“Base Salary”) at the rate of $600,000 per annum effective June 1, 2003. Executive’s Base Salary shall be reviewed (upwards only) by the Remuneration Committee of the Board as of October 1, 2004 and from time to time thereafter and any increase shall be wholly discretionary and based, among other things, upon the Board’s evaluation of Executive’s performance. Executive’s Base Salary shall be payable in equal installments in accordance with the Company’s applicable payroll policy.
Clause type: severability
In case any provision of the Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Clause type: dividends
 You shall receive no benefit or adjustment to your Award with respect to any cash dividend, stock dividend or other distribution that does not result from a Capitalization Adjustment as provided in the Plan; provided, however, that this sentence shall not apply with respect to any shares of Common Stock that are delivered to you in connection with your Award after such shares have been delivered to you.
Clause type: whereas
the Company-Kansas caused the Thirtieth Supplemental Indenture to be filed for record as a mortgage of real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on September 12, 1984, Film 682, page 1,087), and as a chattel mortgage in the Office of the Secretary of State of Kansas (filed on September 13, 1984 and indexed as No. 854,284); and
Clause type: definitions
As used in this Agreement, the following terms shall be defined as follows:
Clause type: headings
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. None of the Joint Lead Arrangers or Syndication Agent shall have any responsibility under this Agreement.
Clause type: loans
 Except as set forth on the OLB Disclosure Schedule 4.19 all Credit Extensions reflected as assets in the OLB Financials are evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and correct, and to the extent secured, are secured by valid Liens that are legal, valid and binding obligations of the maker thereof, enforceable in accordance with the respective terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws or equitable principles affecting the enforcement of creditors’ rights that have been perfected. OLB Disclosure Schedule 4.19 sets forth the aggregate amount of all overdrafts that have occurred during each calendar month since June 30, 2012.
Clause type: entire
Agreement. This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, written and/or oral, between such parties. This Agreement shall be binding upon the respective successors and permitted assigns of the parties hereto and shall inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns. This Agreement may not be modified except in a writing signed by both parties. This Agreement is not assignable by either party except with the written consent of the other party.
Clause type: investment-company-act
 None of Borrower, any Person Controlling Borrower, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940. All provisions contained herein which are qualified by or require any person or entity to make a determination or assessment of any event or circumstance or other matter to its knowledge shall be a reference to the knowledge of such Person and shall be deemed to require such person or entity to make all due inquiries and investigations as may be reasonably necessary or prudent in the circumstances before making any such determination or assessment. Lender will be entitled to rely on the representations and warranties of Borrower contained in this Agreement notwithstanding any investigation which Lender may undertake or which may be undertaken on Lender’s behalf.
Clause type: ownership_of_shares
 As of the date of this Agreement and, except to the extent of any conversion, sale or transfer of any Stockholder Shares in accordance with Section 1.5, as of the Closing Date, such Stockholder owns or shall own of record or beneficially the Stockholder Shares and the Stockholder Warrants set forth on EXHIBIT A opposite such Stockholder's name and such shares and warrants constitute all of the shares of International Preferred Stock and warrants to purchase shares of International Common Stock upon redemption of Stockholder Shares, respectively, owned of record or beneficially by such Stockholder. Such Stockholder will not sell or transfer any Stockholder Shares or Stockholder Warrants prior to the earlier of the Closing or the termination of this Agreement (except as provided in Section 1.5). Upon transfer and delivery by such Stockholder to Purchaser of the Stockholder Shares and the Stockholder Warrants owned by such Stockholder pursuant to this Agreement, Purchaser shall acquire ownership of such shares and warrants, free and clear of all adverse claims (other than any created by or through Purchaser).
Clause type: investments
 The Borrower shall not form or have any Subsidiary, or make or permit to exist loans or advances to, or deposits (other than deposits in the ordinary course of business with reputable banks) with, other persons or investments in any person or enterprise; provided, however, that the Borrower shall be at liberty to invest in short-term investment grade marketable securities solely to give temporary employment to the Borrower's idle resources.
Clause type: indemnification
The Servicer agrees to indemnify and hold the Trustee, the Depositor and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor or any Certificateholder may sustain directly resulting from the negligence or willful misconduct of the Servicer in the performance of its duties hereunder or in the servicing of the Loans in compliance with the terms of this Agreement. The Servicer shall not be liable or responsible for any of the representations, covenants, warranties, responsibilities, duties or liabilities of any prior servicer. The Servicer shall immediately notify the Trustee, the Depositor and each Certificateholder if a claim is made by a third party for which any of such parties could require indemnification from the Servicer under this Section 6.05, and the Servicer shall assume (with the consent of the Trustee) the defense of any such claim and advance all expenses in connection therewith, including reasonable counsel fees, and promptly advance funds to pay, discharge and satisfy any non-appealable, final judgment or decree which may be entered against the Servicer, the Trustee, the Depositor and/or the Certificateholder in respect of such claim. The indemnity provided for in this Section 6.05 shall survive the termination of the Agreement.
Clause type: whereas
the Trust and the Advisor have entered into a Management Contract on behalf of the Portfolio, pursuant to which the Advisor is to act as investment manager of the Portfolio; and
Clause type: taxes
 Guarantor has timely filed (taking into account all applicable extensions) all required federal income tax returns and all other material tax returns, domestic and foreign, required to be filed by it and has paid all taxes, assessments, fees, and other governmental charges payable by it, or with respect to any of its properties or assets, that have become due and payable except to the extent such amounts are being contested in good faith by appropriate proceedings diligently conducted and for which appropriate reserves have been established in accordance with GAAP. No tax liens have been filed against Guarantor or any of Guarantor’s assets (other than liens for taxes not yet due or the amount or validity of which are being contested in good faith by appropriate proceedings diligently conducted and for which appropriate reserves have been established in accordance with GAAP), and, to the knowledge of Guarantor, and, as of the date hereof, no claims are being asserted with respect to any such taxes, fees or other charges.
Clause type: board
 Upon the Closing, the authorized size of the Board of Directors of the Company shall be six (6) members and the Board shall consist of Drs. Marvin Caruthers, Ralph Christoffersen, Arnold Levine and Thomas Marr and Messrs. Robert Nelsen and James Rathmann.
Clause type: ownership_of_shares
 The Stockholder (i) is the beneficial owner of the shares of Company Common Stock and the options to purchase shares of Company Common Stock indicated on the signature page to this Agreement, which are free and clear of any liens, adverse claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, understandings or agreements, or any other rights or encumbrances whatsoever (including any restriction on the right to vote or transfer the Shares, except for any applicable restrictions on transfer arising under applicable securities laws or under this Agreement and except for applicable community property laws); and (ii) other than the shares of Company Common Stock and options to purchase shares of Company Common Stock indicated on the signature page to this Agreement, does not beneficially own any securities of the Company (including, without limitation, shares of capital stock or voting securities of the Company or securities convertible into or exchangeable for capital stock or voting securities of the Company and options or other rights to acquire capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company).
Clause type: counterparts
This Amendment may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one instrument.
Clause type: headings
13.6 The headings contained herein are for the convenience of reference and are not to be used in interpreting this Agreement.
Clause type: assignment
This Warrant shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and permitted assigns.
Clause type: employee_benefits
 The Consultant understands and agrees that they are solely responsible and shall be liable to all benefits that are provided to their employees, including, but not limited to, retirement plans, health insurance, vacation time-off, sick pay, personal leave, or any other benefit provided.
Clause type: capitalization
 The authorized capital stock of Buyer consists of 75,000,000 shares of Buyer Common Stock and 5,000,000 shares of preferred stock, par value $0.001 per share, of which 5,136,000 shares of Buyer Common Stock are issued and outstanding as of the date hereof and no shares of preferred stock are issued and outstanding. No shares of capital stock or other voting securities of Buyer are issued, reserved for issuance or outstanding. All outstanding shares of Buyer Common Stock are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of British Virgin Islands law, the Buyer Organizational Documents or any contract to which Buyer is a party or by which Buyer is bound. Except as set forth in the Buyer Organizational Documents, Buyer SEC Documents, there are no outstanding contractual obligations of Buyer to repurchase, redeem or otherwise acquire any shares of Buyer Common Stock or any capital equity of Buyer. There are no outstanding contractual obligations of Buyer to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, Buyer or any other Person. Except as set forth in the Buyer SEC Documents, there are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from Buyer of any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of Buyer’s capital stock.
Clause type: dividends
 The directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.
Clause type: entire
Agreement. This contract embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporary agreements between the parties relating to matters herein; and except as otherwise provided herein, cannot be modified without written agreement of the parties.
Clause type: grant
 To mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create, and grant a lien upon, a security interest in and right of set-off against, deposit, set over and confirm pursuant to the Indenture. A Grant of the Collateral or of any other Holder: The Person in whose name a Note or Certificate is registered on the Note Register or the Certificate Register, as applicable.
Clause type: investment-company-act
 The Company is not, nor is it controlled by, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: compensation
 As compensation for Employee performing the Duties, the Company shall pay Employee the compensation, as set forth on Exhibit "B" which is attached hereto, incorporated herein and made a part hereof ("Compensation").
Clause type: grant
 2.1 CMCC hereby grants to Licensee and its Affiliates the worldwide right and exclusive license, including the right to grant sublicenses, under the Licensed Patent Rights to make, have made, use, market, lease, import, offer for sale, sell and otherwise commercialize the Licensed Products and to practice the Licensed Processes in the Field of Use to the end of the term for which the Patent Rights are granted, unless sooner terminated as provided in this Agreement.
Clause type: interest
 The rate at which the Notes shall bear interest shall be % per year. [The date from which interest shall accrue on the Notes shall be , or the most recent Interest Payment Date to which interest has been paid or provided for.]1 [Interest on this Note will accrue (or will be deemed to have accrued) from the most recent date to which interest on this Note or any of its predecessor Notes has been paid or duly provided for or, if no such interest has been paid, from , .]2 The Interest Payment Dates for the Notes shall be and of each year, beginning , 2017. Interest shall be payable on each Interest Payment Date to the Holders of record at the close of business on the March 1 and September 1 prior to each Interest Payment Date. The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
Clause type: interest
 No amount charged as interest on loans hereunder shall exceed the maximum rate from time to time allowed by applicable law.
Clause type: base-salary
 During the Employment Term, in full consideration of the performance by the Executive of the Executive’s obligations hereunder (including any services as an officer, director, employee, or member of any committee of any affiliate of the Company, or otherwise on behalf of the Company), the Executive shall receive from the Company a base salary (the “Base Salary”) at an annual rate of $600,000 per year, payable in accordance with the normal payroll practices of the Company then in effect.
Clause type: representations
and Warranties. The Company hereby represents and warrants, and covenants and agrees with, the Secured Party as follows:
Clause type: whereas
the Trust, on behalf of the Fund, and the Manager have entered into a Management Contract (the “Management Contract”), pursuant to which the Manager has agreed to provide certain services and to pay certain expenses of the Fund in return for an annualized basis point management fee by each class of the Fund;
Clause type: investment-company-act
 The Company is not an “investment company” as defined in Section 3(a)(1) of the Investment Company Act of 1940, as amended (the “1940 Act”), and it is not relying on an exclusion from the definition of “investment company” in Section 3(b) or Section 3(c) of the 1940 Act or an exclusion in any rule promulgated under the 1940 Act.