bhaskrr/legal-clauses huggingface dataset:
Clause type: insurance
Before commencing Performance, the Contractor shall obtain and maintain at its own cost and expense for the duration of the Contract, the following insurance as described in (a) through (h) below. Contractor shall assume any and all deductibles in the described insurance policies. The Contractor’s insurers shall have no right of recovery or subrogation against the State and the described Contractor’s insurance shall be primary coverage. Any failure to comply with the claim reporting provisions of the policy shall not affect coverage provided to the State.
Clause type: entire
Agreement. This Agreement sets forth the entire understanding of the parties hereto with respect to its subject matter, merges and supersedes all prior and contemporaneous understandings with respect to its subject matter, and may not be waived or modified, in whole or in part, except by a writing signed by each of the parties hereto. No waiver of any provision of this Agreement in any instance shall be deemed to be a waiver of the same or any other provision in any other instance.
Clause type: headings
The headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.
Clause type: severability
In the event that any part or parts of this Agreement shall be held illegal or unenforceable by any court or administrative body of competent jurisdiction, such determination shall not affect the remaining provisions of this Agreement which shall remain in full force and effect.
Clause type: loans
 Collectively, the Revolving Credit Loans and the Swing Line Loans.
Clause type: interest
 (a) Borrower shall pay interest to Lender on the aggregate outstanding Revolving Credit Advances at a floating rate equal to the Index Rate plus two and seventy five hundredths percent (2.75%) per annum (the "Revolving Credit Rate").
Clause type: dividends
 The Grantee shall not receive cash dividends on the Restricted Share Units but instead shall receive a cash payment from the Company on each cash dividend payment date of the Company in an amount equal to the dividends that would have been paid on the Company Common Shares represented by the Restricted Share Units.
Clause type: payment_terms
 Notwithstanding anything to the contrary contained in this Agreement, including without limitation Section 2 of the GEREN Purchase Terms, Buyer intends, and shall be entitled, to take an early payment discount as shown below under “New Payment Terms.” The “
Clause type: compensation
 Members of any committee shall be entitled to such compensation for their services as members of any such committee and to such reimbursement for any reasonable expenses incurred in attending committee meetings as may from time to time be fixed by the Board of Directors. The compensation (if any) of members of any committee may be on such basis as is determined by the Board of Directors. Any member may waive compensation for any meeting. Any committee member receiving compensation under these provisions shall not be barred from serving the Corporation in any other capacity and from receiving compensation and reimbursement of reasonable expenses for such other services.
Clause type: whereas
the Trust desires to retain the Adviser to render investment advisory services to the Trust with respect to each Fund in the manner and on the terms and conditions hereinafter set forth;
Clause type: headings
Headings herein are for convenience of reference only and shall not be considered on any interpretation of this Agreement.
Clause type: severability
Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any terms or provisions of this Agreement in any other jurisdiction so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.
Clause type: whereas
Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Buyer, and the Buyer wishes to buy from the Company, up to Six Million Dollars ($6,000,000) of the Company's common stock, par value $0.001 per share (the "Common Stock"). The shares of Common Stock to be purchased hereunder are referred to herein as the "Purchase Shares."
Clause type: representations
and Warranties. All the representations and warranties of the Partnership contained in this Agreement and in any agreement, instrument or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date, except as affected by transactions permitted by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date.
Clause type: representations
and Warranties. Each Grantor hereby represents and warrants to the Collateral Agent and each Secured Party that:
Clause type: investments
 Except as otherwise expressly permitted hereunder or under the other Transaction Documents, the Borrower shall not make any investment in, or make or accrue loans or advances of money to, any Person, including the member(s) of the Borrower, any director, officer or employee of the Borrower, the Parent or any of the Parent’s other Subsidiaries, through the direct or indirect lending of money, holding of securities or otherwise, except with respect to Transferred Receivables and Permitted Investments.
Clause type: payment
 Payment of the purchase price shall be made, at the option of the Company and/or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company and/or its assignee(s), or by any combination thereof within 30 days after receipt by the Company of the Holder’s notice (or at such later date as is called for by such notice).
Clause type: capitalization
 As of the date hereof, the authorized capital stock of the Company is as set forth on Schedule 3.5(a). Of such authorized capital stock, as of the date hereof, there are issued and outstanding 1,460,088 shares of Class A Common Stock, no shares of Class B Common Stock, 90,000 shares of Series A Preferred Stock, 390,150 shares of Series B Preferred Stock, and no shares of capital are held by the Company in its treasury. All issued and outstanding shares of capital stock of the Company are duly authorized, validly issued and outstanding, fully paid and nonassessable and were issued free of preemptive rights in compliance with applicable corporate and securities Legal Requirements. As of the date hereof, there are 390,000 shares of Common Stock reserved for issuance under the Company Incentive Compensation Plan. As of the date hereof, there are outstanding options that have been granted by the Company, whether vested or unvested, to purchase an aggregate of 371,242 shares of Common Stock (the “Company Options”) and warrants, whether vested or unvested, to purchase an aggregate of 166,170 shares of Common Stock (the “Company Warrants”). Except for the Preferred Stock, the Company Options, the Company Warrants, or as set forth on Schedule 3.5(b), there are no outstanding rights, including stock appreciation rights, phantom stock, profit participations, subscriptions, warrants, puts, calls, unsatisfied preemptive rights, options or other agreements of any kind relating to, or the value of which is tied to the value of, any of the outstanding, authorized but not issued, unauthorized or treasury shares of the capital stock or any other security of the Company, and there is no authorized or outstanding security of any kind convertible into or exchangeable for any such capital stock or other security. Except as set forth on Schedule 3.5(b), there are no restrictions imposed by the Company upon the transfer of or otherwise pertaining to the securities (including, but not limited to, the ability to pay dividends thereon) or retained earnings of the Company or the ownership thereof other than those imposed by the Securities Act or applicable state securities laws. Except as set forth on Schedule 3.5(c), there are no stockholder agreements, voting trusts, proxies or other agreements or understandings with respect to the voting or transfer of any Company Stock. Schedule 3.5(d) sets forth, as of the date hereof, a true and correct list of (i) the name and address of each ...
Clause type: assignment
This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment, as that term is defined in the 1940 Act, by Distributor.
Clause type: capitalization
 The Company’s capitalization is as set forth under the caption “Capitalization” in the Pricing Prospectus and the Prospectus, except for shares repurchased by the Company subsequent to the date as of which tabular information is presented under such caption in the Pricing Prospectus and the Prospectus under any then existing buy-back program
Clause type: compensation
 During the Employment Period, as full compensation to the Executive for his performance of the services hereunder and for his acceptance of the responsibilities described herein, the Company agrees to pay the Executive, and the Executive agrees to accept, the following salary and other benefits:
Clause type: capitalization
 The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectuses under the caption "Description of Capital Stock" (except for subsequent issuances, if any, pursuant to reservations, agreements or employee benefit plans referred to in the Prospectuses or pursuant to the exercise of convertible securities, warrants or options referred to in the Prospectuses). The shares of issued and outstanding capital stock of the Company, including the Securities to be purchased by the Underwriters from the Selling Shareholder, have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company, including the Securities to be purchased by the Underwriters from the Selling Shareholder, was issued in violation of the preemptive or other similar rights of any securityholder of the Company.
Clause type: employee_benefits
 The Employee shall be entitled to participate in all benefit programs of the Company currently existing or hereafter made available to employees including, but not limited to, stock option plans, pension and other retirement plans, group life insurance, hospitalization, surgical and major medical coverage, sick leave, salary continuation, vacation and holidays, long-term disability, and other fringe benefits.
Clause type: severability
In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, will be inoperative.
Clause type: base-salary
 The Company shall pay to Employee base salary at an annual rate of not less than $190,000 during the term of his employment hereunder. Such amount shall be reviewed annually by the Chairman and Chief Executive Officer of the Company and may be increased in his sole discretion.
Clause type: capitalization
 The authorized capital stock of the Company consists of 20,000,000 shares of Common Stock and zero shares of preferred stock ("Preferred Stock"). The rights and privileges of each class of the Company's capital stock are as set forth in the Company's Articles of Organization. As of October 31, 2012, (i) 995,135 shares of Common Stock were issued and outstanding, (ii) no shares of Common Stock were held in the treasury of the Company or by Subsidiaries of the Company, and (iii) no shares of the Preferred Stock were issued or outstanding. Neither the Company nor any of its Subsidiaries has outstanding any restricted stock or stock that is otherwise subject to a repurchase or redemption right, except as contemplated by this Agreement, or right of first refusal in favor of the Company Except as set forth in the SEC Reports (i) there are no equity securities of any class of the Company or any of its Subsidiaries (other than equity securities of any such Subsidiary that are directly or indirectly owned by the Company), or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding and (ii) there are no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any of its Subsidiaries to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other equity interests of the Company or any of its Subsidiaries or any security or rights convertible into or exchangeable or exercisable for any such shares or other equity interests, or obligating the Company or any of its Subsidiaries to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, commitment or agreement. Neither the Company nor any of its Subsidiaries has outstanding any stock appreciation rights, phantom stock, performance based rights or similar rights or obligations. Except as contemplated by this Agreement, there are no obligations, contingent or otherwise, of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Common Stock or the capital stock of the Company or any of its Subsidiaries or to provide funds to or make any investment (in the form of a loan,...
Clause type: loans
 Will loans to Participants pursuant to Section 6.08 of the Plan be permitted? [ ] Yes [ ] No
Clause type: capitalization
 As of the date hereof, the authorized capital stock of the Company consists of (a) 75,000,000 shares of Common Stock, par value $.001 per share, of which 26,301,142 shares are issued and outstanding, 2,916,783 shares are reserved for issuance upon exercise of stock options outstanding under the Company’s employee and director stock option plans, 1,341,677 shares are reserved for grants of rights to purchase under the Company’s employee and director stock option plans, 39,650 shares are reserved for issuance pursuant to the Company’s employee stock purchase plan and 401(k) plan and 3,929,052 shares are reserved for issuance under warrants issued by the Company on June 15, 2001, January 18, 2002, July 28, 2003, and August 15, 2005, and (b) 5,000,000 shares of preferred stock, par value $.001 per share, 500,000 of which shares are designated Series A Junior Participating Preferred Stock, par value $.001 per share, none of which is issued and outstanding. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and nonassessable. No shares of capital stock of the Company, including the Securities issuable pursuant to this Agreement, are subject to preemptive rights or any other similar rights of the stockholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in this Section 3.3 and except for the transactions contemplated hereby, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal or preemptive or other similar rights, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights directly or indirectly convertible into, exercisable for, or exchangeable for any shares of capital stock of the Company, or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company; (ii) there are no agreements or arrangements (other than the Registration Rights Agreement, the separate Registration Rights Agreements entered into on June 15, 2001, January 18, 2002, July 28, 2003, May 7, 2004 and August 15, 2005 and the Purchase Warrants dated June 15, 2001) under which the Company is obligated to register the sale of any of its securities under the Securities Act and (iii) there are no anti-dilution or price adjustment provisions contained in any securi...
Clause type: interest
 The Lessee will pay to each Indemnitee on demand, to the extent permitted by applicable law, interest on any amount of indemnity not paid when due pursuant to this Article 9 until the same shall be paid, at the Past Due Rate.
Clause type: entire
Agreement. This Agreement, including and together with all exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
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”) to the Borrower on the Closing Date in an amount not to exceed the amount of such Lender’s Commitment. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01 and prepay the Loans under Section 2.04. Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. Once repaid or prepaid, Loans may not be re-borrowed.
Clause type: capitalization
 The authorized capital stock of Company consists of 200,000,000 Shares and 10,000,000 shares of Preferred Stock, par value $.01 per share (the "Company Preferred Stock"). As of August 31, 1996, (i) 58,250,996 Shares were issued and outstanding, (ii) employee and non-employee director stock options to acquire 5,195,458 Shares (the "Employee Stock Options") were outstanding under all stock option plans and agreements of Company, (iii) warrants to purchase 92,600 Shares (the "Warrants") were outstanding pursuant to the Warrant Agreement dated as of April 30, 1990, between Company and Ameritrust Texas National Association (the "Warrant Agreement"); (iv) 1,300,000 Shares were re- served for issuance under the Company Stock Purchase Plan, of which 62,460 Shares were purchased as of September 20, 1996; and (v) approximately 122,704 Shares were reserved for issuance under Company's 401(k) savings plan (the Shares reserved for issuance referred to in clauses (iv) and (v) above, the "Employee Shares"). As of August 31, 1996, the Company had no treasury shares and no Shares were held by Company's subsidiaries. All of the issued and outstanding Shares are validly issued, fully paid and nonassessable and free of preemptive rights. Except as set forth above and as otherwise provided for in this Agreement, there are not now, and at the Effective Time there will not be, any shares of capital stock of Company issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Company to issue, transfer or sell any shares of its capital stock. Except as provided in this Agreement, after the Effective Time, Company will have no obligation to issue, transfer or sell any shares of its capital stock pursuant to any employee benefit plan or otherwise.
Clause type: whereas
the Trust intends to engage in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the "Act");
Clause type: payment
 Payment of the purchase price for, and delivery of one or more global certificates for, the Notes shall be made at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022, or at such other place as shall be agreed upon by the Representative and the Company, at 9:00 A.M. (Eastern time) on the third business day after the date hereof (unless postponed in accordance with the provisions of Section 11 hereof), or at such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called the “Closing Time”). Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representative for the respective accounts of the Initial Purchasers of the Notes to be purchased by them. It is understood that each Initial Purchaser has authorized the Representative, for their accounts, to accept delivery of, receipt for, and make payment of the purchase price for the Notes that it has agreed to purchase. Goldman, Sachs & Co., individually and not as representative of the Initial Purchasers, may (but shall not be obligated to) make payment of the purchase price for the Notes to be purchased by any Initial Purchaser whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Initial Purchaser from its obligations hereunder.
Clause type: severability
If any provision of this Agreement shall be held unlawful or otherwise invalid or unenforceable in whole or in part by a court of competent jurisdiction, such provision shall (i) be deemed limited to the extent that such court of competent jurisdiction deems it lawful, valid and/or enforceable and as so limited shall remain in full force and effect, and (ii) not affect any other provision of this Agreement or part thereof, each of which shall remain in full force and effect.
Clause type: taxes
 Performance Guarantor has filed all United States federal tax returns and all other tax returns which are required to be filed and have paid all taxes due pursuant to said returns or pursuant to any assessment received by Performance Guarantor or any of its Subsidiaries, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided. The United States income tax returns of Performance Guarantor have been audited by the Internal Revenue Service through the fiscal year ended December 31, 2002. No federal or state tax liens have been filed and no claims are being asserted with respect to any such taxes. The charges, accruals and reserves on the books of Performance Guarantor in respect of any taxes or other governmental charges are adequate.
Clause type: base-salary
 During the Employment Period, the Company shall pay to Employee an annualized base salary of $257,680 (the “Base Salary”) in consideration for Employee’s services under this Agreement, payable in equal installments in conformity with the Company’s customary payroll practices for similarly situated employees as may exist from time to time, but no less frequently than monthly. The Base Salary may be reviewed and adjusted from time to time by the Board in accordance with the Board’s normal practice.
Clause type: loans
 None of the Group Companies has granted loans to any individual or to any legal entity except as otherwise disclosed in Exhibit 2.9.
Clause type: counterparts
This Agreement may be executed by facsimile or other electronic signature and it may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Clause type: investments
 The Borrower shall not, nor shall it permit any Subsidiary to make or hold any Investments, except: