bhaskrr/legal-clauses huggingface dataset:
Clause type: insurance
The Acquired Corporations are covered by valid and currently effective insurance policies issued in favor of the Company that are customary for companies of similar size and financial condition. All such policies are in full force and effect, all premiums due thereon have been paid and the Acquired Corporations have complied with the provisions of such policies. The Acquired Corporations have not been advised of any defense to coverage in connection with any claim to coverage asserted or noticed by the Acquired Corporations under or in connection with any of their extant insurance policies. The Acquired Corporations have not received any written notice from or on behalf of any insurance carrier issuing policies or binders relating to or covering any of the Acquired Corporations that there will be a cancellation or non renewal of existing policies or binders, or that alteration of any equipment or any improvements to real estate occupied by or leased to or by the Acquired Corporations, purchase of additional equipment, or material modification of any of the methods of doing business, will be required.
Clause type: notices
All notices, demands, approvals, reports and other communications provided for in this Agreement shall be in writing, shall be given by a method prescribed below in this Section 15.2 and shall be given to the party to whom it is addressed at the address set forth below, or at such other address(es) as such party hereto may hereafter specify by at least fifteen (15) days prior written notice to the Company. To the Manager or the Keystone Investor: c/o Keystone Property Group, L.P. One Presidential Blvd., Suite 300 Bala Cynwyd, PA 19004 Attn: William Glazer With a copy to: Klehr Harrison Harvey Branzburg LLP 1835 Market Street, Suite 1400 Philadelphia, PA 19103 Facsimile: (215) 568-6603 Attn: Bradley A. Krouse, Esq. To MCG : c/o Mack-Cali Realty Corporation 343 Thornall Street Edison, New Jersey 08837 Facsimile: (732) 205-9040 Attn.: Mitchell E. Hersh, President and Chief Executive Officer With a copy to: Mack-Cali Realty Corporation 343 Thornall Street Edison, New Jersey 08837 Facsimile: (732) 205-9015 Attn.: Roger W. Thomas, General Counsel and Executive Vice President Any such notice demand, approval, report or other communication may be delivered by hand, mailed by United States certified mail, return receipt requested, postage prepaid, deposited in a United States Post Office or a depository for the receipt of mail regularly maintained by the United States Post Office, or delivered by local or nationally recognized overnight courier which maintains evidence of receipt. Any notices, demands, approvals or other communications shall be deemed given and effective when received at the address for which such party has given notice in accordance with the provisions hereof. Notwithstanding the foregoing, no notice or other communication shall be deemed ineffective because of refusal of delivery to the address specified for the giving of such notice in accordance herewith. Any notice delivered by facsimile transmission shall be as a courtesy copy only and shall not constitute notice hereunder unless agreed in writing by the receiving party. Any notice which is intended to initiate a response period set forth in this Agreement shall be effective to do so only if it specifically references such response period and the Section of this Agreement containing such response period. Any Member may change the address to which notices will be sent by giving notice of such change to the Company, and to other Members, in conformity with the provisions of this Section 15.2 fo...
Clause type: investments
 The Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions);
Clause type: base-salary
 (a) (i) Effective as of January 23, 2006, Executive shall be paid an initial salary at the monthly rate of $31,250, which shall be paid in accordance with the Company's normal payroll practice with respect to salaried employees, subject to applicable payroll taxes and deductions (the "Base Salary"). Executive's Base Salary shall be subject to review and possible change in accordance with the usual practices and policies of the Company. However, Executive's base annual salary shall not be reduced to less than $375,000.
Clause type: compensation
 If the Contract is terminated for public convenience, compensation shall be determined by the amount of Work completed/installed and materials and equipment furnished and the status of payment (paid/un-paid) for such Work, materials & equipment; less any outstanding labor or material claims against the Contractor.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter contained herein, and supersedes and preempts all prior agreements, negotiations, discussions and understandings among the parties hereto with respect to such subject matter.
Clause type: notices
All notices, requests, consents and demands and other communications required under this Agreement or pursuant to any other instrument or document delivered hereunder shall be in writing and, unless otherwise specifically provided, may be delivered personally, by telegram or telex, or by registered or certified mail, postage prepaid, return receipt requested, at the addresses specified on the signature page hereof (unless changed by the particular party whose address is stated herein by similar notice in writing), in which case the notice will be deemed delivered when received.
Clause type: taxes
 All taxes, including, without limitation, VAT, GST, sales, use, property, excise, service, or similar taxes or customs duties, except income or corporation taxes of SAP, will be borne by Provider. If any such tax or duty has to be withheld or deducted from any payment under this Agreement, Provider will increase payment under this Agreement by such amount as shall ensure that after such withholding or deduction SAP shall have received an amount equal to the payment otherwise required. Income or corporation taxes of SAP will be borne by SAP. If Provider is required to withhold income or corporation tax or a similar tax from any payment to SAP under this Agreement Provider shall be entitled to withhold or deduct such tax from the gross amount to be paid. However, Provider shall use all endeavors to reduce any such withholding tax payable to the lowest possible rate subject to compliance with all applicable laws and double taxation treaties. Provider will in the case of any withholding of tax provide SAP a receipt from the relevant authority to which such withholding tax has been paid.
Clause type: ownership_of_shares
 As of the date hereof, all of the outstanding shares of Company Stock are owned of record by the Persons, with the addresses and in the respective amounts, set forth in Section 4.06 of the Company Disclosure Schedule.
Clause type: capitalization
 The entire authorized OS Capital Stock consists of 41,001,000 shares OS Common Stock, of which 1,000 shares are issued and outstanding and held by the OS Stockholder and 41,000,000 of which are held in escrow pursuant to the OS Escrow Agreement (as defined below). With the exception of the OS Common Stock Shares and the OS Debentures, there are no other outstanding equity or debt securities of the Company. No legend or other reference to any purported encumbrance appears upon any certificate representing the OS Common Stock Shares, other than applicable Securities Act legends. The OS Common Stock Shares have been duly authorized and validly issued and are fully paid and non-assessable. Except for the OS Debentures and the agreements relating thereto set forth in the Purchase Agreement, there are no outstanding options, voting agreements or arrangements, warrants, script, rights to subscribe to, registration rights, calls or commitments of any character whatsoever relating to, or, securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of OS Capital Stock or other securities, or contracts, commitments, understandings, or arrangements by which OS is or may become bound to issue additional shares of OS Capital Stock or other securities, or securities or rights convertible or exchangeable into shares of OS Capital Stock or other securities. Except as set forth in this Section 4.2(c), OS has no outstanding equity, debt, debt or equity equivalent security, or debt or equity lines of credit. None of the outstanding OS Common Stock Shares were issued in violation of the Securities Act or any other legal requirement. OS does not own, and has no contract to acquire, any equity securities or other securities of any Person or any direct or indirect equity or ownership interest in any other business. The OS Escrow Shares have been duly authorized, validly issued, fully paid and are nonassessable pursuant to the escrow agreement between OS, HEM, and the Escrow Agent (the "OS Escrow Agreement"). The OS Underlying Shares have been duly authorized, and when and if issued pursuant to the terms of the Purchase Agreement, will be fully paid and nonassessable.
Clause type: base-salary
 The Company shall pay Executive a base salary (“Base Salary”) at an annual rate of $178,831 between the Effective Date and completion of the Company’s Initial Public Offering (“IPO”). Commencing on the date following completion of the IPO, the Company shall pay Executive a Base Salary of $298,052. Executive’s Base Salary shall be reviewed annually by the Board or the Compensation Committee of the Board (“Compensation Committee”), after consultation with the CEO, and, if appropriate, increased (but not decreased, except in the event of a proportional reduction in salaries of Company executives generally). Executive’s Base Salary shall be paid in conformity with the Company’s salary payment practices generally applicable to the Company’s senior executive officers. Executive shall not earn any Base Salary during periods of non-performance of his job duties, other than vacations and permitted sick leave.
Clause type: indemnification
From and after the Closing, each party (the “Indemnitor”) shall defend, protect, indemnify and hold harmless the other party and its Affiliates, shareholders, partners, members, officers, directors, employees, agents or other representatives (collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, diminution in value, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Indemnitor in this Agreement and other Transaction Documents, (b) any breach of any covenant, agreement or obligation of the Indemnitor contained in this Agreement or the other Transaction Documents, and (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party arising out of or as a result of any breach of any representation or warranty made by the Indemnitor or any breach of any covenant, agreement or obligation of the Indemnitor under the Transaction Documents. To the extent that the foregoing undertaking by the Indemnitor may be unenforceable for any reason, the Indemnitor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable Law.
Clause type: taxes
 Seller has filed all federal and state tax returns which are required to be filed and paid all taxes, including any assessments received by it, to the extent that such taxes have become due (other than for taxes that are being contested in good faith or for which it has established adequate reserves). Any taxes, fees and other governmental charges payable by Seller in connection with a Transaction and the execution and delivery of the Program Documents have been paid.
Clause type: severability
In the event any provision of this Agreement is found to be invalid, voidable or unenforceable, the parties agree that unless it materially affects the entire intent and purpose of this Agreement, such invalidity, voidability or unenforceability shall affect neither the validity of this Agreement nor the remaining provisions herein, and the provision in question shall be deemed to be replaced with a valid and enforceable provision most closely reflecting the intent and purpose of the original provision.
Clause type: miscellaneous
(a) This Agreement constitutes the entire and final agreement among the parties with respect to the subject matter hereof and may not be changed, terminated or otherwise varied except by a writing duly executed by the parties hereto.
Clause type: payment
 4.1 Unless otherwise agreed in writing, payment shall be effected against invoice, inclusive of VAT, to the bank account nominated by Corbion and within fifteen days from the date of invoice.
Clause type: taxes
 (a) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) each of the Company and each Company Subsidiary has timely filed all material federal, state, local, and other Tax Returns required to be filed by it in the manner prescribed by applicable Law and all such Tax Returns are true, complete and correct; and (ii) all Taxes shown as due on such Tax Returns have been paid in full and the Company and each Company Subsidiary has made adequate provision (or adequate provision has been made on its behalf) for all accrued Taxes not yet due. The accruals and reserves for Taxes reflected in the Company’s Form 10-K for the fiscal year ended December 31, 2012 are adequate to cover all Taxes accruing through such date. There are no Liens on any of the assets, rights or properties of the Company or any Company Subsidiary with respect to Taxes, other than (i) Liens for Taxes not yet due and payable or for Taxes that the Company or a Company Subsidiary is contesting in good faith through appropriate proceedings or (ii) any Lien that, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.
Clause type: notices
All demands, notices and communications upon or to the Depositor, the Servicer, the Indenture Trustee, the Owner Trustee or the Rating Agencies under this Agreement shall be delivered as specified in Part III of Appendix A hereto.
Clause type: investment-company-act
 The Company is not, and upon the sale of the Common Shares as herein contemplated will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”).
Clause type: compensation
 Your base salary may be increased from time to time by action of the Board of Directors of the Company. You will also be eligible for a cash bonus under a performance bonus plan which is determined annually by the Board of Directors of the Company.
Clause type: headings
The headings and titles to the articles, sections, and paragraphs of this Agreement are inserted for convenience only and shall not be deemed a part hereof or affect the construction or interpretation of any provision hereof.
Clause type: capitalization
 All issued and outstanding equity securities of Borrower and the other Loan Parties are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than those in favor of Lender or which are otherwise permitted by the terms hereof. Schedule 5.8 sets forth the authorized equity securities of each Loan Party as of the Closing Date. As of the Closing Date, except as set forth on Schedule 5.8, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any equity interests of Borrower or any other Loan Party.
Clause type: entire
Agreement. This Agreement and the Schedules and Exhibits hereto embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings relative to such subject matter.
Clause type: capitalization
 The number of shares and type of all authorized, issued and outstanding capital stock, options and other securities of the Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) has been set forth in the SEC Reports and, except as otherwise provided in Schedule 3.1(g) hereto, has changed since the date of such SEC Reports only due to stock grants or other equity awards or stock option and warrant exercises that do not, individually or in the aggregate, have a material effect on the issued and outstanding capital stock, options and other securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase any capital stock of the Company. The Company has no liabilities or obligations required to be disclosed in the SEC Reports but not so disclosed in the SEC Reports, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The issuance and sale of the Shares and Warrants will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities.
Clause type: taxes
 (A) All Federal, foreign, state, county and local income, gross receipts, excise, property, franchise, license, sales, use, withholding, and other Taxes and all Tax Returns which are required to be filed by the Companies or Sellers on or before the date hereof have been filed within the time and in the manner provided by law, and all such Tax Returns are true and correct and accurately reflect the Tax liabilities of the Companies. Except for the 1995 Tax Return of Sellers, no Tax Returns of the Companies or any of the Sellers are presently subject to an extension of the time to file. All Taxes, assessments, penalties, and interest of the Companies which have become due pursuant to such Tax Returns or any assessments received have been paid or adequately accrued on the Companies' Financial Statements. The provisions for Taxes reflected on the balance sheets contained in the Financial Statements are adequate to cover all of the Companies' Tax liabilities for the respective periods then ended and all prior periods. The Companies have not executed any presently effective waiver or extension of any statute of limitations against assessments and collection of Taxes, and there are no pending or threatened claims, assessments, notices, proposals to assess, deficiencies, or audits with respect to any such Taxes. For Governmental Bodies with respect to which the Companies do not file Tax Returns, no such government body has claimed that any of the Companies are or may be subject to taxation by that government body. The Companies have withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, shareholder, creditor, independent contractor or other party. There are no tax liens on any of the property or assets of the Companies.
Clause type: board
 Upon the Effective Time, the Board of Directors of the Successor Institution shall be comprised of those persons serving as directors of United Bank immediately prior to the Effective Time. Each such Director shall hold office until the next annual meeting of the shareholder of the Successor Institution at which directors are elected, unless sooner removed, resigned, disqualified or deceased, and until their successors have been elected and qualified.
Clause type: severability
Any provision of this Agreement and the other Loan Documents to which the Borrower is a party that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Clause type: whereas
the Trust offers shares in the series named on Appendix A hereto (such series, together with all other series subsequently established by the Trust and made subject to this Agreement in accordance with Section 1.3, being herein referred to as a "Fund," and collectively as the "Funds");
Clause type: dividends
 (a) Lincoln shall be entitled to receive, when, as and if authorized by the Board of Directors and declared by the Company out of funds legally available therefor, cumulative cash dividends (“Dividends”) on each share of Series A Preferred Stock at the Dividend Rate multiplied by the Liquidation Preference, as determined on the Dividend Payment Date with respect to such Dividend, divided by four. The Dividend amount payable for any period other than a full Dividend Period shall be appropriately prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. To the extent that the Company does not, with respect to any shares of Series A Preferred Stock, pay the Dividend for a particular Dividend Period in cash in full on the applicable Dividend Payment Date, the amount of such Dividend not paid, whether or not declared, shall be added to the Liquidation Preference of such shares in accordance with the definition thereof and shall compound on each subsequent Dividend Payment Date at the applicable Dividend Rate (i.e., Dividends shall accrue on such unpaid Dividends until paid in full). The Company shall not (and shall not permit its Subsidiaries to), directly or indirectly, declare or pay dividends or distributions with respect to, or redeem, purchase or acquire any of, its Common Stock or other Junior Securities or Qualifying Future Parity Stock (other than, in the case of Common Stock, a stock split, spin-off, the declaration or payment of a stock dividend or a deemed repurchase relating to tax withholding in connection with vesting of equity compensation) unless all Dividends payable pursuant to this Section 4(a) on all shares of Series A Preferred Stock, including for the last completed Dividend Period, have been declared and paid in cash in full and all amounts required to be paid by the Company to redeem the Series A Preferred Stock pursuant to Section 8, if applicable, have been paid to Lincoln in cash in full; provided that the Company shall be able to declare or pay dividends with respect to, or redeem, purchase or acquire any of, its Common Stock or other Junior Securities or Qualifying Future Parity Stock upon payment in cash in full (including all accumulated Dividends as of the immediately preceding Dividend Payment Date) of all such Dividends and amounts payable pursuant to this Section 4(a) and Section 8, if applicable.