bhaskrr/legal-clauses huggingface dataset:
Clause type: investments
 Neither the Company nor any of its Subsidiaries will purchase or hold beneficially any Investment, except:
Clause type: governing
Law. This Agreement shall be governed by the laws of the State of New York without giving effect to the conflict of law principles thereof.
Clause type: base-salary
 Throughout the Term, the Company shall pay Executive an annual salary (the “Base Salary”) equal to three hundred eighty thousand dollars ($380,000) per year. Payment shall be made in accordance with the Company’s normal payroll practices. The Base Salary will be reviewed by the Chief Executive Officer and/or the Board of Directors (the “Board”), or a committee thereof, no less frequently than annually, and may be increased (but not decreased).
Clause type: payment
 The Purchaser encloses herewith a check payable to, or will immediately make a wire transfer payment to, “American Chartered Bank, as Escrow Agent for Z Trim Holdings, Inc.,” in the full amount of the purchase price of the Units being subscribed for (the “Subscription Amount”). Together with the check for, or wire transfer of, the full Subscription Amount, the Purchaser is delivering a completed and executed Omnibus Signature Page to this Subscription Agreement and the Registration Rights Agreement.
Clause type: loans
 If the Company requires additional funds to carry out its purposes, to conduct its business, to meet its obligations, or to make any expenditure authorized by this Agreement, the Company may borrow funds from such one or more of the Participants, or from such third party lender(s), and on such terms and conditions, as may be approved by a Supermajority Vote of the Operating Committee.
Clause type: compensation
 The Executive shall receive the following compensation for his services hereunder to the Company:
Clause type: loans
 Will loans to Participants pursuant to Section 6.08 of the Plan be permitted? [X] Yes [_] No
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of 50,000,000 shares of Company Common Stock, 37,870,000 shares of Company Series A Preferred Stock and 2,130,000 shares of Company Series 1 Preferred Stock. At the close of business on the date hereof, (i) 3,073,018 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Capital Stock were held by the Company in its treasury, (iii) 25,789,294 shares of Company Series A Preferred Stock were issued and outstanding, (iv) 2,446,796 shares of Company Series 1 Preferred Stock were issued and outstanding, (v) 4,600,000 shares of Company Common Stock were reserved for issuance under the Company Option Plan, all of which were subject to outstanding Company Options granted under the Company Option Plan, and 936,974 shares of Company Common Stock were reserved for issuance under non-plan options to purchase Company Common Stock, (vi) 9,481,910 shares of Company Common Stock were subject to outstanding Company Warrants, (vii) no shares of Company Common Stock were subject to outstanding Company Convertible Notes, and (viii) a sufficient number of shares of Company Common Stock were reserved for issuance upon conversion or exercise of the Company Series A Preferred Stock, the Company Series 1 Preferred Stock, the Company Warrants and the Company Convertible Notes.
Clause type: interest
 (a) From (and including) the Issue Date to (but excluding) the First Call Date, the interest rate on the Additional Tier 1 Securities shall be 7.5% per annum. From (and including) each Reset Date to (but excluding) the next following Reset Date, the applicable per annum rate shall be equal to the sum of the applicable Mid-Market Swap Rate on the Reset Determination Date and 4.76%, converted to a quarterly rate in accordance with market convention (rounded to three decimal places, with 0.0005 rounded down). Subject to Sections 2.03 and 2.04 and the last sentence of this paragraph below, interest, if any, shall be payable in four equal quarterly installments in arrear on each Interest Payment Date, provided that if such Interest Payment Date is not a Business Day, the Interest Payment Date shall be postponed to the next Business Day, and no further interest or other payment shall be owed or made in respect of such delay. If any Reset Date is not a Business Day, the Reset Date shall occur on the next succeeding Business Day. Subject to Sections 2.03 and 2.04 below, interest on the Additional Tier 1 Securities, if any, shall be computed by the Calculation Agent and payable in arrear and on the basis of a year of 360 days consisting of twelve (12) months of thirty (30) days each and, in the case of an incomplete month, the actual number of days elapsed, from (and including) the first day in such period to (but excluding) the last day in such period.
Clause type: counterparts
This Agreement may be executed in one or more counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same document with the same force and effect as if the signatures of all of the parties were on a single counterpart, and it shall not be necessary in making proof of this Agreement to produce more than one (1) such counterpart.
Clause type: governing
Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of New York. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
Clause type: investments
 Neither the Borrower nor any of its Subsidiaries shall make Investments in any Person except as permitted by Section 5.08 and except Investments (i) in direct obligations of the United States Government maturing within one year, (ii) in certificates of deposit issued by a commercial bank whose credit is satisfactory to the Bank, (iii) in commercial paper rated A-1 or the equivalent thereof by Standard & Poor’s Corporation or P-1 or the equivalent thereof by Moody’s Investors Service, Inc. and in either case maturing within 6 months after the date of acquisition, (iv) in tender bonds the payment of the principal of and interest on which is fully supported by a letter of credit issued by a United States bank whose long-term certificates of deposit are rated at least AA or the equivalent thereof by Standard & Poor’s Corporation and AA or the equivalent thereof by Moody’s Investors Service, Inc., (v) with respect to the 2002 Trust Preferred Transaction, Investments by the Borrower in the Statutory Trust I, Investments by the Statutory Trust I in the Borrower, the Borrower’s guaranty of the Statutory Trust I’s obligations, and other Investments made by the Borrower and the Statutory Trust I, (vi) with respect to the 2003 Trust Preferred Transaction, Investments by the Borrower in the Statutory Trust II, Investments by the Statutory Trust II in the Borrower, the Borrower’s guaranty of the Statutory Trust II’s obligations, and other Investments made by the Borrower and the Statutory Trust II, (vii) constituting Permitted Acquisitions in an aggregate amount not exceeding $3,000,000; provided, however, that this Section 5.09 shall not prohibit Investments made in the ordinary course of business involving the investment portfolio of any Insurance Subsidiary.
Clause type: payment
 The Indemnifying Party shall pay to the Indemnified Party any amounts owed to the Indemnified Party pursuant to this Section 5 within twenty (20) days after written request from the Indemnified Party to the Indemnifying Party to make such payment accompanied by appropriate substantiating documentation. In determining the amount owed hereunder, the parties shall make appropriate adjustments for tax benefits and insurance proceeds. Upon the payment in full of any claim, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party against any person, firm or entity with respect to the subject matter of the claim or litigation.
Clause type: termination
As to any Rollover Shareholder, this Agreement, and the obligations of such Rollover Shareholder, Parent, Midco and Holdco hereunder, shall terminate automatically and immediately and be of no further force or effect upon the earlier to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, and (b) the Company or any of its Affiliates asserting a claim that would make such Rollover Shareholder’s Limited Guarantee become terminable in accordance with the terms thereof; provided, that this Article V and Article VI shall survive any termination of this Agreement. Nothing in this Article V shall relieve or otherwise limit any party’s liability for any breach of this Agreement prior to the termination of this Agreement. If for any reason the Merger fails to occur but the Contribution Closing contemplated by Article II has already taken place, then Holdco, Midco and Parent shall promptly take all such actions as are necessary to restore each Rollover Shareholder to the position it was in with respect to ownership of the Rollover Shares prior to the Contribution Closing.
Clause type: investment-company-act
 No Borrower is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940 (the “1940 Act”).
Clause type: whereas
the Seller/Servicer desires to sell Loans to, and/or service Loans for, Residential Funding, and Residential Funding desires to purchase Loans from the Seller/Servicer and/or have the Seller/Servicer service various of its Loans, pursuant to the terms of this Contract and the Residential Funding Seller and Servicer Guides incorporated herein by reference, as amended, supplemented or otherwise modified, from time to time (together, the "Guides").
Clause type: counterparts
This Agreement may be signed by the parties hereto in as many counterparts as may be necessary, each of which so signed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding the date of execution will be deemed to bear the execution date as set forth in this Agreement. This Agreement may also be executed and exchanged by facsimile and such facsimile copies shall be valid and enforceable agreements.
Clause type: taxes
 During the term of this Agreement, U-Haul shall pay from Owner's funds, prior to delinquency, all real estate taxes, personal property taxes, and all other taxes assessed to, or levied upon, the Property. If required by the holder of any note secured by the Property, U-Haul will set aside, from Owner's funds, a reserve from each month's rent and other income collected, in an amount required by said holder for purposes of payment of real property taxes.
Clause type: counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement. Signatures delivered by facsimile or by e-mail as a portable document format (.pdf) file or image file attachment shall be effective for all purposes.
Clause type: capitalization
 The authorized capital stock and the issued and outstanding shares of capital stock of the Company as of the Closing Date is as set forth in the Commission Documents (as defined in Article II Section 1(e) below). All of the outstanding shares of the Common Stock and any other outstanding security of the Company have been duly and validly authorized. Except as set forth in this Agreement, the Commission Documents, no shares of Common Stock or any other security of the Company are entitled to preemptive rights or registration rights and there are no outstanding options, warrants, scrip, rights to subscribe to, call or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company. Furthermore, except as set forth in the Commission Documents or Schedule 1(c), there are no contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of the capital stock of the Company or options, securities or rights convertible into shares of capital stock of the Company. Except for customary transfer restrictions contained in agreements entered into by the Company in order to sell restricted securities or as provided on Schedule 1(c) hereto, the Company is not a party to or bound by any agreement or understanding granting registration or anti-dilution rights to any person with respect to any of its equity or debt securities. Except as set forth on Schedule 1(c), the Company is not a party to, and it has no knowledge of, any agreement or understanding restricting the voting or transfer of any shares of the capital stock of the Company.
Clause type: confidentiality
(a) All communications between the Sponsor or the Trustee on the one hand, and any Shareholder, on the other, shall be presumed to include confidential, proprietary, trade secret and other sensitive information. Unless otherwise agreed to in writing by the Sponsor, each Shareholder shall maintain the confidentiality of information that is non-public information furnished by the Sponsor regarding the Sponsor and the Trust received by such Shareholder pursuant to this Trust Agreement in accordance with such procedures as it applies generally to information of this kind (including procedures relating to information sharing with Affiliates), except (i) as otherwise required by governmental regulatory agencies (including tax authorities in connection with an audit or other similar examination of such Shareholder), self-regulating bodies, law, legal process, or litigation in which such Shareholder is a defendant, plaintiff or other named party or (ii) to directors, employees, representatives and advisors of such Shareholder and its Affiliates who need to know the information and who are informed of the confidential nature of the information and agree to keep it confidential. Without limiting the foregoing, each Shareholder acknowledges that notices and reports to Shareholders hereunder may contain material non-public information and agrees not to use such information other than in connection with monitoring its investment in the Trust and agrees not to trade in securities on the basis of any such information.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement and understanding between the Manager and the Company, and supersedes all prior agreements and understandings relating to the subject matter hereof.
Clause type: whereas
SEI Institutional Investments Trust, a Massachusetts business trust (the “Trust”), is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); and
Clause type: compensation
 Corporation shall pay to Employee as compensation for her services a base salary, which shall be paid in such intervals as salaries are paid generally to other executive officers of the Corporation, as follows:
Clause type: miscellaneous
A. Words of any gender used in this lease shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires.
Clause type: headings
Headings contained in this Agreement are for convenience of reference only.
Clause type: headings
The various headings of this Pledge Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Pledge Agreement or any provisions hereof.
Clause type: notices
Any notice required or permitted to be given pursuant to this Agreement shall be in writing and shall be personally delivered, delivered by next-day air courier, or mailed (by registered or certified mail, return receipt requested and postage prepaid) or delivered by facsimile as follows: IF TO C1: Chuck Donchess V.P. Marketing Commerce One 1600 Riviera Ave. Suite 200 Walnut Creek CA Phone: 925-941-6030 Fax: 925-941-6060 IF TO PRICE WATERHOUSE Robert Glatz PricewaterhouseCoopers LLP 800 Market Street, 18th Floor St. Louis, MO 63101 Fax: (314) 206-8615 WITH A COPY TO Office of the General Counsel PricewaterhouseCoopers LLP 1251 Avenue of the Americas New York, New York 10020 Fax: 212-790-6630 or to such other addresses as the Party to whom notice is given may have furnished to the other Party in writing, in accordance herewith. Any communication shall be deemed to have been given, in the case of personal delivery or confirmed facsimile, on the date of delivery; in the case of delivery of air courier, on the business day after delivery to the applicable air-courier service; and in the case of mailing, on the third business day following the day on which the piece of mail containing such communication is posted.
Clause type: ownership_of_shares
 On the Date of Closing, the Buyer will acquire all rights to the Shares free of any liens, pledges, charges or encumbrances. No Seller has granted any rights to any individual or entity to purchase any of the Shares.
Clause type: entire
Agreement. This Amendment and the Principal Agreement and any documents referred to in each of them, constitute the whole agreement between the Parties relating to their subject matter and supersede and extinguish any other drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter. If any of the provisions of this Amendment are inconsistent with or in conflict with any of the provisions of the Principal Agreement then, to the extent of any such inconsistency or conflict, the provisions of this Amendment shall prevail as between the Parties.
Clause type: loans
 To the extent the Acquired Company requires cash for the period from the Closing Date to the Actual Closing Date, Seller and Parent may lend such cash to the Acquired Company, which loan shall bear interest at the Prime Rate and shall be repaid as soon as practicable, but in all events no later than the Closing or, if such amount is not invoiced, within two (2) Business Days after receipt of such invoice. In addition, any amounts referenced in Section 6.01(j) that are not payable because they were not invoiced at least two (2) Business Days prior to the Closing Date shall be payable within two (2) Business Days after invoice.
Clause type: definitions
(a) Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Credit Agreement.
Clause type: whereas
the Sub-Advisory Agreement provides that the fees to be paid to the Sub-Adviser are to be as agreed upon in writing by the parties.
Clause type: insurance
The Company and its subsidiaries are insured by insurers with appropriately rated claims paying abilities against such losses and risks and in such amounts as are prudent and customary for the businesses in which they are engaged; all policies of insurance insuring the Company or any of its subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; and neither the Company nor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect, except as set forth in or contemplated in the General Disclosure Package.
Clause type: taxes
 All payments made pursuant to this Agreement shall be subject to withholding of applicable income and employment taxes.
Clause type: capitalization
 As of the date hereof, the authorized capital stock of the Company consists of 50,000,000 shares of Common Stock, of which as of the date hereof 6,495,828 shares were issued and outstanding, and 10,000,000 shares of Preferred Stock of which no shares of preferred stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no shares of Common Stock or preferred stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in Schedule 3(c), as of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company, (ii) there are no outstanding debt securities and (iii) there are no agreements or arrangements under which the Company is obligated to register the sale of any of their securities under the 1933 Act (except the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Series A Preferred Shares, the Conversion Shares, the Warrants, or the Warrant Shares as described in this Agreement. The Company has furnished to the Buyer true and correct copies of the Company's Articles of Incorporation, as amended and as in effect on the date hereof (the "ARTICLES OF INCORPORATION"), and the Company's By-laws, as in effect on the date hereof (the "BY-LAWS"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.
Clause type: vesting
 A Participant’s Vested Interest in any Non-Safe Harbor Matching Contribution # 2 which is allocated to his or her Participant’s Account under this Addendum will be determined by the provisions selected below.
Clause type: dividends
 No dividends or other distributions that are payable to the holders of record of Buyer Common Stock as of a date on or after the Closing Date shall be paid to former Company Stockholders entitled by reason of the Merger to receive Merger Shares until such holders surrender their Certificates in accordance with Section 1.7. Upon such surrender, the Buyer shall pay or deliver to the persons in whose name the certificates representing such Merger Shares are issued any dividends or other distributions that are payable to the holders of record of Buyer Common Stock as of a date on or after the Closing Date and which were paid or delivered between the Effective Time and the time of such surrender; provided that no such person shall be entitled to receive any interest on such dividends or other distributions.