bhaskrr/legal-clauses huggingface dataset:
Clause type: taxes
 (a) Any and all payments by the Borrower to or for the account of any Lender Party or the Administrative Agent hereunder or under the Notes or any other Loan Document shall be made, in accordance with Section 2.11 or the applicable provisions of such other Loan Document, if any, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender Party and the Administrative Agent, taxes that are imposed on its overall net income by the United States and taxes that are imposed on its overall net income (and franchise taxes imposed in lieu thereof) by the state or foreign jurisdiction under the laws of which such Lender Party or the Administrative Agent is organized or any political subdivision thereof and, in the case of each Lender Party, taxes that are imposed on its overall net income (and franchise taxes imposed in lieu thereof) by the state or foreign jurisdiction of such Lender Party’s Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder or under the Notes being hereinafter referred to as “Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note or any other Loan Document to any Lender Party or the Administrative Agent, (i) the sum payable by the Borrower shall be increased as may be necessary so that after the Borrower and the Administrative Agent have made all required deductions (including deductions applicable to additional sums payable under this Section 2.12) such Lender Party or the Administrative Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make all such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.
Clause type: base-salary
 While the Company employs Executive during the Term, the Company shall pay to Executive an annual base salary (“Base Salary”) of no less than $240,000, payable in accordance with the Company’s customary payroll policy for its executives.
Clause type: definitions
As used in this Agreement and unless otherwise expressly indicated, or unless the context clearly requires otherwise, the following capitalized terms shall have the following respective meanings for all purposes of this Agreement:
Clause type: ownership_of_shares
 Sellers are the record owner of the Shares, and they hold such Shares free and clear of any Encumbrances. Except for this Agreement, Sellers are not a party to any option, warrant, purchase right, or other contract or commitment that could require Sellers to sell, transfer, pledge or otherwise dispose of the Shares or any other Common Stock.
Clause type: now
THEREFORE in consideration of the foregoing and the mutual promises and covenants hereinafter set forth, the parties hereby agree as follows:
Clause type: payment
 Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the registered holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as
Clause type: esop
 (a) Comerica Bank constitutes the sole trustee (the "ESOP Trustee") of the Variation Systems Analysis, Inc. Employee Stock Ownership Plan (the "ESOP"), and Trustee has been duly appointed a Trustee of the ESOP. (b) The ESOP has been duly adopted by the Board of Directors of VSA and executed on behalf of VSA and the ESOP Trustee. The ESOP meets all requirements of an "employee stock ownership plan" as defined in Section 4975(e)(7) of the Code, and the ESOP trust is a trust duly formed in accordance with its trust agreement and Michigan law, and is validly existing under the laws of the State of Michigan. (c) The ESOP Trustee is the sole registered owner of 6243.78 shares of VSA Stock, not in its individual capacity, but solely in its capacity as ESOP Trustee. (d) There is no "Qualified Loan" (as defined in the ESOP) outstanding. 3.13.
Clause type: base-salary
 Executive shall initially be paid a base annual salary in the amount of $350,000, payable bi-weekly, less all applicable withholdings and deductions (the "Initial Base Salary"). Executive shall receive a periodic performance review and consideration for an increase in the Initial Base Salary.
Clause type: whereas
pursuant to an Amended and Restated Trust Agreement, dated as of the date hereof (the “Trust Agreement”), among the Guarantor, as Depositor, the Property Trustee, the Delaware Trustee and the Administrative Trustees named therein and the holders from time to time of the Preferred Securities (as hereinafter defined), the Issuer is issuing $10,000,000 aggregate Liquidation Amount (as defined in the Trust Agreement) of its Floating Rate Preferred Securities (Liquidation Amount $1,000 per preferred security) (the “Preferred Securities”) representing preferred undivided beneficial interests in the assets of the Issuer and having the terms set forth in the Trust Agreement;
Clause type: definitions
The following capitalized terms when used in this Contract shall have the meanings set forth below unless the context otherwise requires:
Clause type: base-salary
 Employee shall receive from Alamosa an initial Base Salary, payable in accordance with the regular payroll practices of Alamosa, of $250,000. During the Term, the Board shall review the Base Salary for increase no less often than annually.
Clause type: confidentiality
The Warrant Agent and the Company agree that all books, records, information and data pertaining to the business of the other party, including inter alia, personal, non-public warrant holder information, which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement including the fees for services set forth in the attached schedule shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law, including, without limitation, pursuant to subpoenas from state or federal government authorities (e.g., in divorce and criminal actions).
Clause type: headings
The descriptive headings of the several sections of this Warrant are inserted for convenience only and do not constitute a part of this Warrant.
Clause type: investment_company
 The Company is not, and after giving effect to the transactions contemplated herein, will not be an "investment company" within the meaning of that term under the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC thereunder.
Clause type: payment
 The assessment interval is one calendar month. • The currency of this contract is pound sterling. • The interest rate is 2.5 % per annum above the base rate in force from time to time of the Bank of England. • The amounts of insurance and the periods for which the Consultant maintains insurance are event cover period following Completion of the whole of the services or earlier termination failure of the Consultant to use the skill and care normally used by professionals providing services similar to the services 12 years death of or bodily injury to a person (not an employee of the Consultant) or loss of or damage to property resulting from an action or failure to take action by the Consultant 12 months death of or bodily injury to employees of the Consultant arising out of and in the course of their employment in connection with this contract 12 months • The Employer provides the following insurances: none • The Consultant's total liability to the Employer for all matters arising under or in connection with this contract, other than the excluded matters, is limited in relation to each Package Order to Optional statements If the Employer has decided the completion date for the whole of the services • The completion date for the whole of the services is (Specific to the Work Package) • The Consultant is to submit a first programme for acceptance within (Specific to the Work Package) weeks of the Contract Date. If the Employer has identified work which is to meet a stated condition by a • The key dates and conditions to be met are (Specific to the Work Package) • The period for payment is 23 days If the Employer states any expenses The expenses stated by the Employer are item amount Air travel 1 – short haul flights (under 5 hours) Air travel 1 – long haul flights (i.e.5 hours and over, with approval of Employer) Economy class Business class Rail travel 1 – journeys of under 2 hours Standard class Rail travel 1 – journeys of over 2 hours First class (where fixed price tickets or special reduced fares or savers are used. Otherwise, Standard class) Private car travel 2 With car allowance (first 10,000 miles 3 ) £0.15/mile With car allowance (in excess of 10,000 miles 3 ) £0.12/mile With car allowance - passenger First – add £0.05/mile Each additional passenger – add £0.02/mile No car allowance (first 10,000 miles 3 ) £0.40/mile No car allowance (in excess of 10,000 miles 3 ) £0.25/mile No car allowance - passenger First – add £0.05/mile Each additional passeng...
Clause type: base-salary
 During the Employment Term, the Employee shall receive a Base Salary (herein so called), payable in accordance with the Company’s payroll practices generally applicable to the Company’s senior executives, of $975,000 per annum. Such Base Salary shall be reviewed for increase (but not decrease) in the sole discretion of the Compensation Committee of the Board not less frequently than annually during the Employment Term. If so increased, such increased Base Salary shall then constitute “Base Salary” for purposes of this Agreement and shall not be reduced. EMPLOYMENT AGREEMENT -4- JAMES D. SHELTON
Clause type: whereas
the Licensor is the owner of certain trademarks and service marks and registrations and pending applications therefor, and may acquire additional trademarks and service marks in the future, all as described more fully below;
Clause type: loans
 Each Advance hereunder shall consist of Revolving Loans made by the Lenders ratably in accordance with their Pro Rata Shares of the Aggregate Commitment.
Clause type: base-salary
 During the term of this Agreement, the Company shall pay to the Executive an annual base salary (the “Base Salary”), subject to all applicable withholdings. The initial annual base salary shall be $140,000. The Executive’s Base Salary may be increased (but not decreased) annually at the discretion of the Board. The Executive’s Base Salary shall be paid to the Executive in accordance with the Company’s normal payroll practices (but not less than frequently than monthly).
Clause type: definitions
For purposes of this Agreement, the following terms shall have the respective meanings given to them below:
Clause type: loans
 Subject to and in reliance upon the terms, conditions, representations, and warranties contained in this Agreement, each Lender, severally, and not jointly, agrees to make Advances in Permitted Currencies to EDS and any of the other Borrowers, provided that no Lender shall be obligated to make an Advance which, when added to the aggregate principal amount of the outstanding Loans (in the case of Loans denominated in Alternative Currencies, calculated, as of the date of such Advance, by reference to the Dollar Equivalent Value of such Loans) from such Lender outstanding would exceed such Lender's Committed Sum; provided, further that, no Lender shall be obligated to make an Advance which, when added to the aggregate outstanding principal amount of all Loans (in the case of Loans denominated in Alternative Currencies, calculated, as of the date of such Advance, by reference to the Dollar Equivalent Value of such Loans) from all Lenders would exceed the Aggregate Committed Sum. The Administrative Agent shall maintain a record of each Lender's Committed Sum, Percentage and Loans. Each Lender's Commitment shall continue in full force and effect until, and expire on, the Commitment Termination Date, and no Lender shall have any obligation to make any Loan thereafter, provided that, each Borrower's Obligations and Lender's Rights under the Loan Documents shall continue in full force and effect until such Borrower's Obligations is paid and performed in full. From and after the Availability Date, through and including the Commitment Termination Date, EDS and each other Borrower may borrow, repay, and reborrow Loans hereunder.
Clause type: entire
Agreement. Time is of the essence of the Loan Documents. The Loan Documents constitute the entire contract among the parties relating to the subject matter hereof, and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.
Clause type: interest
 Interest will accrue on the unpaid Principal balance of this Loan Agreement at the rate of 4.750 percent (Interest Rate) until October 27, 2004, after which time it may change as described in the Variable Rate subsection.
Clause type: taxes
 The Corporation shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion of shares of Preferred Stock pursuant to this Section 4. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock in a name other than that in which the shares of Preferred Stock so converted were registered, and no such issuance or delivery shall be made unless and until the person or entity requesting such issuance has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.
Clause type: now
THEREFORE in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Clause type: headings
The paragraph headings in this Agreement: (a) are included only for convenience, (b) do not in any manner modify or limit any of the provisions of this Agreement, and (c) may not be used in the interpretation of this Agreement.
Clause type: severability
Any provision of this Agreement 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 hereof, and any
Clause type: capitalization
 The authorized capital stock of XG consists of 100,000,000 shares of common stock of which 10,070,000 shares are presently issued and outstanding. Such shares are owned of record and beneficially by the Shareholders and in the amounts reflected in Schedule A. XG has not granted, issued or agreed to grant, issue or make available any warrants, options, subscription rights or any other commitments of any character relating to the unissued shares of capital stock of XG. All of the XG Shares are duly authorized and validly issued, fully paid and non-assessable.
Clause type: ownership_of_shares
 The Stockholders "beneficially own" (as such term is defined in Section 13(d) of the Exchange Act) 11,750,992 shares of Company Common Stock as of the date hereof. Except with respect to such shares of Company Common Stock, the Stockholders do not beneficially own or have the right to acquire any shares of Parent Stock as of the date hereof.
Clause type: financing
 (a) Acquiror has received and executed commitment letters dated February 23, 2001 from Credit Suisse First Boston ("CSFB") and DLJ Investment Funding, Inc. ("DLJ") (collectively, the "Commitment Letters"), pursuant to which CSFB and DLJ have committed, subject to the terms and conditions set forth therein, to provide to the Company the amount of financing set forth in the Commitment Letters (the "Financing"), to complete the transactions contemplated hereby and for working capital and general corporate purposes following the Effective Time. A true and complete copy of each of the Commitment Letters is attached hereto as Exhibit B. The Commitment Letters have not been amended or modified. Acquiror --------- has fully paid any and all commitment fees or other fees required by such Commitment Letters to be paid as of the date hereof (and will duly pay any such fees after the date hereof). The Commitment Letters are valid and in full force and effect and no event has occurred which (with or without notice, lapse of time or both) would constitute a default thereunder on the part of Holding or Acquiror.
Clause type: now
THEREFORE in consideration of the foregoing and of the mutual covenants and obligations hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:
Clause type: notices
All notices and other communications that are required or permitted by this Agreement must be in writing and shall be hand delivered or sent by express delivery service or certified or registered mail, postage prepaid, or by facsimile transmission (with receipt confirmed in writing) to the parties at the addresses on page 1 of this Agreement. Any such notice shall be deemed to have been received on the earlier of the date actually received or the date five (5) days after the same was posted or sent. Either party may change its address or its facsimile number by giving the other party written notice, delivered in accordance with this section.
Clause type: interest
 On each Anniversary Date of this Agreement and immediately prior to the payment of any benefits, but only until commencement of the benefit payments under this Agreement, interest is to be accrued on the account balance and compounded at an annual rate equal to the Wall Street Journal Prime Rate on the first business day of the Plan Year. This interest rate shall have a minimum or floor of 8 percent and shall not exceed 10 percent.
Clause type: assignment
Notwithstanding anything to the contrary contained herein, except as provided in Section 5.02, this Agreement may not be assigned by the Seller.
Clause type: now
THEREFORE in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, intending to be legally bound hereby, the parties hereto agree as follows:
Clause type: definitions
Capitalized terms used but not defined herein shall have the respective meanings set forth or incorporated by reference, and shall be construed in the manner described, in Annex A hereto.
Clause type: ownership_of_shares
 As of the date of this Agreement, Stockholder (i) is the Beneficial Owner of the Company Securities as indicated on the signature page to this Agreement, all of which are free and clear of any Liens, (except any Liens arising under securities Laws or arising hereunder), and (ii) does not own, beneficially or otherwise, any Company Securities other than the Company Securities indicated on the signature page to this Agreement.
Clause type: ownership_of_shares
 2.1 The Shareholder hereby represents, warrants and undertakes that as of the date of this Undertaking and as at completion of the Acquisition:
Clause type: investment_company
 The Company is not an "investment company" as defined under the Investment Company Act of 1940.
Clause type: compensation
 Except as otherwise provided for herein, throughout the Employment Period the Company shall pay or provide Executive with the following, and Executive shall accept the same, as compensation for the performance of his undertakings and the services to be rendered by him throughout the Employment Period under this Agreement:
Clause type: entire
Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.
Clause type: payment
 CONTRACTOR shall submit to COUNTY [annual/semi-annual/quarterly/monthly] invoices itemizing all services rendered, and costs and expenses incurred, pursuant to the terms and conditions of this Agreement. Invoices shall be in a format approved by, and shall include backup documentation as specified by, [Short title of Department Head or Division Director] and the Humboldt County Auditor-Controller. CONTRACTOR shall submit a final invoice for payment within thirty (30) days following the expiration or termination date of this Agreement. Payment for services rendered, and costs and expenses incurred, pursuant to the terms and conditions of this Agreement shall be made within thirty (30) days after the receipt of approved invoices. Any and all invoices submitted by CONTRACTOR shall be sent to COUNTY at the following address: / / / / COUNTY: [Name of Department] – [Name of Division] Attention: [Name of Contact Person], [Job Title] [Street Address] [City], [State] [Zip Code]
Clause type: esop
 13.1 Carry over eligible PTI service into SW ESOP plan for vesting purposes only.
Clause type: miscellaneous
(a) Any notice required or permitted to be given under this Agreement shall be in writing and may be delivered personally or by fax, or by prepaid registered post addressed to the parties at such address of which notice may be given by either of such parties. Any notice shall be deemed to have been received, if personally delivered or by fax, on the date of delivery, and, if mailed as aforesaid, then on the fifth business day after and excluding the day of mailing.
Clause type: payment
 Any reference to prepayment are deleted. Fees for software licenses, subscriptions, or maintenance are payable annually in advance. Payment for services will be in arrears.
Clause type: investment-company-act
 No Loan Party is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.
Clause type: payment_terms
 At the Closing, Purchaser shall pay to Seller the Purchase Price in cash or by wire transfer of immediately available funds to an account designated by Seller.