bhaskrr/legal-clauses huggingface dataset:
Clause type: dividends
 Cash dividends on shares of Common Stock issuable hereunder shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Stock dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided that such stock dividends shall be paid in shares of Common Stock at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. For purposes of clarity, if the RSUs are forfeited by the Participant pursuant to the terms of this Agreement, then the Participant shall also forfeit the cash dividends and stock dividends set forth in this Section 5, if any, accrued with respect to such forfeited RSU.
Clause type: capitalization
 (a) The authorized capital stock of ACE*COMM consists of 45,000,000 shares of ACE*COMM Common Stock, and 5,000,000 shares of preferred stock, par value $.01 per share (“ACE*COMM Preferred Stock”). As of June 30, 2003, there were (x) 9,807,440 shares of ACE*COMM Common Stock issued and outstanding and no shares of i3 Common Stock held in ACE*COMM’s treasury, (y) 2,731,356 shares of ACE*COMM Common Stock reserved for issuance pursuant to ACE*COMM’s stock option and stock purchase plans (of which options for 1,605,894 shares are currently outstanding), and (z) no shares of ACE*COMM Preferred Stock issued or outstanding, held in i3’s treasury or reserved for issuance upon exercise of outstanding stock options or otherwise. All of the issued and outstanding shares of ACE*COMM Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and upon issuance in accordance with the terms hereof, the shares of ACE*COMM Common Stock to be issued in the Merger will be duly authorized, validly issued, and fully paid, nonassessable and free of preemptive rights, liens, claims, rights of first refusal, charges and other encumbrances of any nature whatsoever, with no personal liability attaching to the ownership thereof. Except as set forth above, ACE*COMM does not have and is not bound by any instruments representing the right to purchase or otherwise receive any shares of ACE*COMM Common Stock or any other equity security of ACE*COMM. Except as disclosed in Section 4.2(a) of the ACE*COMM Disclosure Schedule, since June 30, 2002, ACE*COMM has not issued or repurchased any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock.
Clause type: investment-company-act
 The Seller is neither (i) an “investment company,” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended, nor (ii) a “covered fund” under Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations thereunder.
Clause type: employee_benefits
 None of Borrower, any of its Subsidiaries, or any of their ERISA Affiliates maintains or contributes to any Benefit Plan.
Clause type: headings
In this Agreement, Section headings are inserted for convenience of reference only and shall not be taken into account in the interpretation of this Agreement.
Clause type: base-salary
 The Company shall pay the Employee a base salary at the annual rate in effect as of the date hereof (as the same may be adjusted upward from time to time in the Company’s sole and absolute discretion, the “Base Salary”). The Base Salary shall be paid in conformity with the Company’s usual salary payment practices, as then generally in effect.
Clause type: severability
If any provision of this Agreement, or the application of such provisions to any Person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to Persons or circumstances other than those to which it is held invalid, shall not be affected thereby.
Clause type: headings
The section headings herein are for reference purposes only and are not intended in any way to describe, interpret, define or limit the extent or intent of the Agreement or of any part hereof.
Clause type: investment-company-act
 None of the Acquired Companies is required to be registered as an investment company under the Investment Company Act of 1940, as amended.
Clause type: insurance
The Company shall maintain, and shall cause each Subsidiary to maintain, with financially sound and reputable independent insurers, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons.
Clause type: termination
This Agreement may be terminated, and the Merger abandoned, at any time prior to the Effective Time, by action taken or authorized by the Board of Directors of the terminating party, either before or after any requisite stockholder approval:
Clause type: interest
 8.3.1 Interest shall be payable on amounts due the Consultant if not paid within thirty (30) calendar days after the billing date specified in the above subparagraph 8.1 (f) as provided under the State’s Prompt Payment Act (N.J.S.A. 2A:30A-1 et seq.). Interest at a equal to the prime rate plus 1% on amounts due shall be payable to the consultant for the period beginning on the day after the required payment date and ending on the date on which the check for payment is drawn.
Clause type: payment
 6.1 Payment shall be made in full within 30 days from the date of the invoice. Payment shall be considered to have been made on the day the payable sum is received by ZEISS. Bills of exchange and cheques shall not be deemed payment until after they have been honoured and will be accepted without any obligation to make timely presentation and timely protest.
Clause type: severability
If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, to achieve the intent of the parties to the extent possible. In any event, all other provisions of this Agreement shall be deemed valid and enforceable to the extent possible.
Clause type: now
THEREFORE in consideration of the promises and mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Clause type: payment
 The Town agrees to make all reasonable efforts to pay to the Contractor the sum set forth in the Contractor’s bid or proposal within thirty (30) days of receipt of an invoice detailing the work completed and acceptance from the Town of the work completed.
Clause type: headings
The headings and titles of the various sections of this Agreement are intended solely for convenience of reference and are not intended to define, limit, explain, expand, modify or place any construction on any of the provisions of this Agreement.
Clause type: payment
 PTO shall be paid at the straight time rate of pay. Inclusion of shift differential in said rate of pay shall be determined in accordance with the hours normally worked by the nurse on the nurse’s assigned shift.
Clause type: now
THEREFORE in consideration of the mutual covenants and agreements set forth in this Agreement, the Trust, the Manager and the Sub-Adviser agree as follows:
Clause type: base-salary
 As of the Effective Date, the Executive shall be paid a base salary in consideration for his services provided to the Company at the rate of $395,000 per annum (the “Base Salary”), payable in accordance with the Company’s normal payroll practices. Increases in Base Salary during the Term shall be determined from time to time in the sole discretion of the Board or any committee of the Board based upon such criteria as they deem relevant, or based on no particular criteria whatsoever.
Clause type: taxes
 (a) Any and all payments by Borrowers to Agent and each Lender under this Agreement and any other Loan Document shall be made free and clear of, and without deduction or withholding for, any Taxes, unless otherwise required by applicable law. In addition, Borrowers shall pay all Other Taxes.
Clause type: payment_terms
 3.1 Unless otherwise specified in the quotation, Philips will invoice Customer, and Customer will pay such invoice based on the date of invoice for each product in accordance with the payment terms set forth in the applicable Product Specific Schedule attached to these Terms and Conditions of Sale.
Clause type: loans
 (i) Make, renew, or otherwise modify any loan, loan commitment, letter of credit or other extension of credit (collectively, “Loans”) other than Loans made or acquired in the ordinary course of business consistent with past practice and which have (x) in the case of unsecured loans made to any one borrower that are originated in compliance with TCB’s internal loan policies, a principal balance not in excess of $25,000 in total, which is understood to include any current outstanding principal balance to any such borrower, (y) in the case of loans secured other than by real estate that are originated in compliance with TCB’s internal loan policies, a principal balance not in excess of $250,000 in total, which is understood to include any current outstanding principal balance to any such borrower and (z) in the case of loans secured by real estate made to any one borrower that are originated in compliance with TCB’s internal loan policies, a principal balance not in excess of $600,000 in total, which is understood to include any current outstanding principal balance to any such borrower; (ii) take any action that would result in any discretionary release of collateral or guarantees or otherwise restructure the respective amounts set forth in clause (i) above; or (iii) enter into any Loan securitization or create any special purpose funding entity. In the event that FCBI’s prior written consent is required pursuant to clause (i) above, FCBI’s shall use its reasonable best effort to provide such consent within one (1) Business Day of any request by TCB.
Clause type: assignment
Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned or delegated by Customer without the prior written consent of Arcserve, and any attempted transfer, assignment or delegation without such consent will be void and without effect; provided, however, that Customer may assign or transfer this Agreement in their entirety pursuant to a merger or other corporate reorganization or the sale of substantially all of Customer’s assets, in which case Customer shall provide notice to Arcserve of such assignment or transfer promptly following the same. Arcserve may freely transfer, assign or delegate this Agreement or its rights and duties under this Agreement. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns. Neither party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.
Clause type: investments
 None of the Obligors or any Restricted Subsidiary will make an Investment in any other Person, except:
Clause type: esop
 The Company shall maintain its 2007 share incentive plan covering 9,263,054 Ordinary Shares (the “ESOP”) in form and substance previously approved by the Board.
Clause type: now
THEREFORE in consideration of the premises and mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive hereby agree as follows:
Clause type: entire
Agreement. This Agreement together with the Additional Agreements, sets forth the entire agreement of the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous understandings and agreements related thereto (whether written or oral), all of which are merged herein. No provision of this Agreement or any Additional Agreement may be explained or qualified by any agreement, negotiations, understanding, discussion, conduct or course of conduct or by any trade usage. Except as otherwise expressly stated herein or any Additional Agreement, there is no condition precedent to the effectiveness of any provision hereof or thereof. No party has relied on any representation from, or warranty or agreement of, any person in entering into this Agreement, prior hereto or contemporaneous herewith or any Additional Agreement, except those expressly stated herein or therein.
Clause type: termination
This Agreement shall terminate at the close of business on the 45th day following the effective date of the Registration Statement (of which the enclosed Prospectus forms a part), unless extended at our discretion for a period or periods not to exceed in the aggregate 30 additional days. We may terminate this Agreement, whether or not extended, at any time without notice.
Clause type: definitions
Each capitalized term used herein and not otherwise defined herein shall have the meaning ascribed to it in the Pooling and Servicing Agreement, dated as of October 1, 2002 (the "Pooling Agreement"), by and among Washington Mutual Mortgage Securities Corp. ("Washington Mutual"), U.S. Bank National Association, as trustee (the "Trustee"), and Christiana Bank & Trust Company, as Delaware trustee, and relating to the Washington Mutual MSC Mortgage Pass-Through Certificates Series 2002-MS7, as amended by the First Amendment to Pooling and Servicing Agreement, dated as of July 24, 2003.
Clause type: assignment
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties without the prior written consent of the other parties, except that Sub may assign, in its sole discretion, any or all of its rights, interests and obligations hereunder to Parent or to any direct or indirect wholly owned subsidiary of Parent. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns and, in the case of the Stockholder, the heirs, executors and administrators of the Stockholder.
Clause type: interest
 MCI, Inc., a Delaware corporation (the “Company” which term shall include any successor person to the Company’s obligations under the Indenture), promises to pay interest on the principal amount of this Note from the Issue Date to the Ratings Reset Date, if the Ratings Reset Date occurs, and otherwise until maturity, at a rate per annum equal to the sum of (x) the Initial Rate and (y) 1.00%. If the Rating Reset Date occurs, the Notes will bear interest from and after the Rating Reset Date through maturity at a rate per annum equal to the Reset Rate. For purposes of this Notes, the “Initial Rate” means [ ].6 The “Ratings Reset Date” means the first date after (i) the Company has submitted to Moody’s and S&P audited financial statements for a completed fiscal year, including an unqualified report from its independent public accountants and (ii) the Company has met with and made a ratings presentation to Moody’s and S&P for the purpose of receiving a rating on the Notes and (iii) each of Moody’s and S&P has published a rating for the Notes as a result of such ratings presentation. The “Reset Rate” means the rate (expressed as a percentage rounded to the nearest one-thousand (.001) of 1.000%) that is equal to the Initial Rate, plus or minus, as the case may be, the applicable percentage as determined by reference to the following table: Baa3 (or better) and BBB- (or better) -2.00 Ba3 (or better) and BBB- (or better) -1.00 Baa3 (or better) and BB- (or better) -1.00 Ba3 (or better) and BB- (or better) 0.0 B3 (or better) and BB- (or better) 1.00 Ba3 (or better) and B- (or better) 1.00 B3 (or better) and B- (or better) 2.00 B3 (or better) or B- (or better) 3.00 worse than B3 and worse than B- 4.00 6 The Initial Rate will be fixed on the [20th] day prior to the Issue Date (or if such date is not a Business Day, the next Business Day) and shall equal the sum (expressed as a percentage rounded to the nearest one one–thousandth (.001) of 1.000%) of (x) the average Treasury Rate for the Comparable Treasury Issue over the 10 Business Days preceding the [20th] day prior to the Issue Date and (y) the average spread to worst for the JP Morgan High Yield BB Index as set forth on Bloomberg (under the keys “CHHY” followed by key stroke “3” twice and with the spread being the number under the column marked “STW” for the BB rating category) over the 10 Business Days preceding the [20th] day prior to the Issue Date. If the Company’s ratings satisfy the requirements of more than ...
Clause type: insurance
Borrower will at all times carry property, liability and other insurance, with insurers acceptable to Lender, in such form and amounts, and with such deductibles and other provisions, as Lender shall require, and Borrower will provide evidence of such insurance to Lender on the proper Acord Form, so that Lender is satisfied that such insurance is, at all times, in full force and effect. Each property insurance policy shall name Lender as loss payee or mortgagee and shall contain a lender's loss payable endorsement in form acceptable to Lender and each liability insurance policy shall name Lender as an additional insured. All policies of insurance shall provide that they may not be cancelled or changed without at least thirty (30) days' prior written notice to Lender and shall otherwise be in form and substance satisfactory to Lender. Borrower will promptly deliver to Lender copies of all reports made to insurance companies.
Clause type: loans
 The following conditions must be satisfied before the Lender shall have any obligation to make Loans on the Closing Date under this Agreement:
Clause type: capitalization
 Schedule 6.7 sets forth, as of the Closing Date, the number of authorized shares of capital stock or similar equity interests of each Obligor, the number of such shares or other interests that are outstanding, and the names of (a) the record and beneficial owners, of public record as of the Closing Date, of each owner of more than 5% of the capital stock of PSS, and (b) the record and beneficial owners of all such shares of the other Obligors. All such issued and outstanding shares or other interests are validly issued, fully paid and non-assessable.
Clause type: taxes
 (a) Each of VanceInfo and its Subsidiaries has duly and timely filed, or has caused to be timely filed on its behalf (taking into account any extension of time within which to file), all material Tax Returns required to be filed by it, and all such filed Tax Returns are true, complete and accurate in all material respects. All material Taxes have been timely paid whether or not shown to be due and payable on such Tax Returns.
Clause type: investment-company-act
 The Company is not, nor immediately after the Company’s receipt of the Share Purchase Price from the Purchasers, will the Company be, an “investment company” within the meaning of, and required to be registered under, the Investment Company Act of 1940, as amended.
Clause type: investment_company
 The Company will not invest, or otherwise use the proceeds received by the Company from its sale of the Shares in such a manner as would require the Company to register as an investment company under the Investment Company Act.
Clause type: headings
The headings in this Agreement are for convenience and reference only and are not part of the substance of this Agreement. References in this Agreement to Sections and Articles are references to the Sections and Articles of this Agreement unless otherwise specified.
Clause type: investments
 Other than in the Ordinary Course of Business, make any investment (either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets) in any other Person.
Clause type: payment
 Provided there is an Outstanding Balance, on each Redemption Date (as defined below), Borrower shall pay to Lender an amount equal to the Redemption Amount (as defined below) due on such Redemption Date in accordance with Section 8. All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as defined below), as provided for herein, and delivered to Lender at the address or bank account furnished to Borrower for that purpose. All payments shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal.
Clause type: esop
 Employee Stock Ownership Plan of Stone & Webster, Incorporated and Participating Subsidiaries; ESOP Note: note receivable reflected on the March 31 Balance Sheet relating to the ESOP; Excluded Assets: as defined in Section 2.02;
Clause type: definitions
The terms set forth below in this Article I shall have the meanings ascribed to them below or in the part of this Agreement referred to below:
Clause type: dividends
 The Company shall not declare, pay or set aside any dividends on shares of Common Stock (other than dividends on shares of Common Stock payable solely in shares of Common Stock) unless (in addition to the obtaining of any consents required elsewhere in the Company’s Organizational Documents) the Holders simultaneously receive a dividend on each outstanding share of Series B Convertible Preferred Stock in an amount equal to that dividend per share of Series B Convertible Preferred Stock as would equal the product of the dividend payable on each share of Common Stock and the number of shares of Common Stock then issuable upon conversion of one share of Series B Convertible Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend and without regard to any limitation on conversion set forth in Section 6(b) hereof.
Clause type: representations
and Warranties. Each of the representations and warranties of Company contained in this Merger Agreement shall be true and correct as of the date of this Merger Agreement and shall be true and correct (except that where any statement in a representation or warranty expressly includes a standard of materiality, such statement shall be true and correct in all respects giving effect to such standard) as of the Effective Time as though made as of the Effective Time, except for (i) representations and warranties which address matters only as of a particular date, which representations and warranties shall be true and correct in all material respects (except that where any statement in a representation or warranty expressly includes a standard of materiality, such statement shall be true and correct in all respects giving effect to such standard) as of such date and (ii) changes permitted by or consistent with this Merger Agreement. Acquiror shall have received a certificate of the chief executive officer or chief financial officer of Company to the foregoing effect.
Clause type: vesting
 Upon a Change of Control, your Units shall be fully vested.