bhaskrr/legal-clauses huggingface dataset:
Clause type: base-salary
 Executive shall be paid a base salary (“Base Salary”) at the annual rate of $120,000, payable twice monthly consistent with Company’s payroll practices. The annual Base Salary shall be reviewed on an annual basis by the Board of Directors or Compensation Committee to determine if such Base Salary should be increased in recognition of services to the company.
Clause type: interest
 All Loans and all other monetary Obligations shall bear interest at the rates shown on the Schedule, except where expressly set forth to the contrary in this Agreement. Interest shall be payable monthly, on the first day of each month for interest accrued during the prior month.
Clause type: assignment
The rights and obligations of the Company under this Agreement shall inure to the benefit of the Company’s successors and assigns. This Agreement may be assigned by the Company to any legal successor to the Company’s business or to an entity that purchases all or substantially all of the assets of the Company, but not otherwise without the prior written consent of the Executive. In the event the Company assigns this Agreement as permitted by this Agreement and the Executive remains employed by the assignee, the “Company” as defined herein will refer to the assignee and the Executive will not be deemed to have terminated his employment hereunder until the Executive terminates his employment with the assignee. The Executive may not assign this Agreement.
Clause type: assignment
Neither this Agreement nor any of the rights, obligations or interests arising hereunder may be assigned by you. Neither this Agreement nor any of the rights, obligations or interests arising hereunder may be assigned by the Company or the Company Bank without your prior written consent, to a person or entity other than an affiliate or parent entity of the Company or the Company Bank or its successors or assigns; provided, however, that, in the event of the merger, consolidation, transfer, or sale of all or substantially all of the assets of the Company or the Company Bank with or to any other individual or entity, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company and the Company Bank hereunder.
Clause type: payment_terms
 Unless otherwise agreed by the parties in writing, payment is due upon the completion of work. Company accepts all forms of payment including cash, check, or credit. If paying with credit, Company accepts paythrough through a credit card processor link or the office for the privacy and security of Company’s information. Any invoice or scheduled payment over 10 days past due will be subject to a 7% late fee. If any invoice or scheduled payment goes 30 days past due, Company shall have the right to file a civil suit to collect the outstanding debt. Company further reserves the right to refuse to continue to do business with a client who is currently past due or who has been 30+ days past due more than once.
Clause type: whereas
the Adviser is authorized under the Management Agreement to delegate its investment advisory responsibilities to one or more persons or companies; and
Clause type: representations
and Warranties. The representations and warranties made by Purchaser in Section 2 shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 2 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date of this Agreement and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects as of such specific date).
Clause type: severability
If any term or provision of this Lease, the deletion of which would not adversely affect the receipt of any material benefit by either party or the deletion of which is consented to by the party adversely affected, shall be held invalid or unenforceable to any extent, the remainder of this Lease shall not be affected and each term and provision of this Lease shall be valid and enforceable to the fullest extent permitted by law.
Clause type: headings
The headings provided in this Agreement are for convenience only and shall not be used in interpreting or construing this Agreement.
Clause type: capitalization
 The authorized capital stock of the Company consists of (i) 150,000,000 shares of Common Stock, of which, as of April 21, 2001, 39,674,915 shares are issued and outstanding, and (ii) 5,000,000 shares of Preferred Stock, $.01 par value per share, of which no shares are issued or outstanding. As of April 21, 2001, there were 7,943,325 shares of Common Stock reserved for issuance upon the exercise or conversion of outstanding options, warrants and convertible securities of the Company. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. When issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, the Shares, the Warrant and the Warrant Shares will be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer other than restrictions under this Agreement, the Registration Rights Agreement and applicable state and federal securities laws.
Clause type: miscellaneous
26.01 This Lease shall be interpreted and enforced in accordance with the Laws of the state or commonwealth in which the Building is located and Landlord and Tenant hereby irrevocably consent to the jurisdiction and proper venue of such state or commonwealth. If any term or provision of this Lease shall to any extent be void or unenforceable, the remainder of this Lease shall not be affected. If there is more than one Tenant or if Tenant is comprised of more than one party or entity, the obligations imposed upon Tenant shall be joint and several obligations of all the parties and entities, and requests or demands from any one person or entity comprising Tenant shall be deemed to have been made by all such persons or entities. Notices to any one person or entity shall be deemed to have been given to all persons and entities. Tenant represents and warrants to Landlord that each individual executing this Lease on behalf of Tenant is authorized to do so on behalf of Tenant and that Tenant is not, and the entities or individuals constituting Tenant or which may own or control Tenant or which may be owned or controlled by Tenant are not, among the individuals or entities identified on any list compiled pursuant to Executive Order 13224 for the purpose of identifying suspected terrorists.
Clause type: payment
 COUNTY shall pay and CONTRACTOR shall accept as full and complete payment for the timely and complete performance of its obligations hereunder as provided in the Pricing Schedule which is attached as Attachment C to this Agreement and which is made a part of this Agreement by reference. The COUNTY shall make payment on all undisputed invoices in accordance with the Florida Prompt Payment Act, Part VII, Chapter 218, Florida Statutes.
Clause type: compensation
 Subject to the provisions of this Agreement, including Section 12 hereof, and in addition to any compensation for additional services that may be paid pursuant to Section 9 hereof, for services rendered hereunder the Company shall pay, in cash, to the Business Manager the following:
Clause type: insurance
Schedule 3.13 sets forth a description of all insurance maintained by or on behalf of Holdings, the Borrower and the Restricted Subsidiaries as of the Closing Date. As of the Closing Date, all premiums in respect of such insurance have been paid. Holdings and the Borrower believe that the insurance maintained by or on behalf of the Borrower and the Restricted Subsidiaries is adequate.
Clause type: taxes
 All federal, state and local governmental taxes, assessments (including assessment bonds) and charges of every kind or nature, whether general, special, ordinary or extraordinary, which Landlord shall pay or become obligated to pay because of or in connection with the ownership, leasing, management, control or operation of the Property or any of its components (including any personal property used in connection therewith), which may also include any rental or similar taxes levied in lieu of or in addition to general real and/or personal property taxes. For purposes hereof, Taxes for any year shall be Taxes which are assessed for any period of such year, whether or not such Taxes are billed and payable in a subsequent calendar year. There shall be included in Taxes for any year the amount of all fees, costs and expenses (including reasonable attorneys’ fees) paid by Landlord during such year in seeking or obtaining any refund or reduction of Taxes. Taxes for any year shall be reduced by the net amount of any tax refund received by Landlord attributable to such year. If a special assessment payable in installments is levied against any part of the Property, Taxes for any year shall include only the installment of such assessment and any interest payable or paid during such year. Taxes shall not include any federal or state inheritance, general income, gift or estate taxes, except that if a change occurs in the method of taxation resulting in whole or in part in the substitution of any such taxes, or any other assessment, for any Taxes as above defined, such substituted taxes or assessments shall be included in the Taxes. TENANT ADDITIONS: Collectively, Landlord Work, Tenant Work and Tenant Alterations. TENANT ALTERATIONS: Any alterations, improvements, additions, installations or construction in or to the Premises or any Real Property systems serving the Premises done or caused to be done by Tenant after the date hereof, whether prior to or after the Commencement Date (including Tenant Work, but excluding Landlord Work).
Clause type: definitions
Whenever used in this Agreement, unless the context otherwise requires, the following words shall have the meanings set forth below:
Clause type: financing
 Buyer has, and shall have as of the Closing Date, sufficient funds with which to pay the Closing Amount and consummate the transactions contemplated by this Agreement and, following Closing, Buyer will have sufficient funds to pay any adjustments to the Purchase Price and meet its other payment obligations under this Agreement.
Clause type: investments
 Loans and Advances. Make or suffer to exist any Investments or commitments therefor (including, without limitation, Investments in Subsidiaries of the Company), other than Investments that (i) are in accordance with the investment policies of the Company and its Subsidiaries as set forth in Exhibit I to this Agreement, including any nonmaterial amendments and modifications thereof from time to time (the "Investment Policies"), and are in accordance with all provisions of law, statutes, rules and regulations, including, without limitation, state insurance regulations, applicable to the Company or any of its Subsidiaries, and (ii) with respect to the Company and its Subsidiaries other than Insurance Subsidiaries, without limiting the requirements of the foregoing clause (i), also meet the following requirements: no Investments or commitments therefor shall be made or suffered to exist, except (1) Cash and Cash Equivalents, (2) Investments in Subsidiaries of the Company, excluding Non-Material Subsidiaries, (3) Investments in existence on the Effective Date as described in Schedule 5.2(e) hereto and (4) other Investments in an aggregate amount not exceeding $5,000,000 at any time; provided that no such Investment allowed under the foregoing clauses (1)-(4) may be made or committed for at any time that any Default or Event of Default shall have occurred and be continuing or if any Default or Event of Default or Material Adverse Effect would result therefrom.
Clause type: headings
Headings contained in this Declaration are inserted for convenience of reference only and do not affect the interpretation of this Declaration or any provision hereof.
Clause type: now
THEREFORE in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the Parties agree as follows:
Clause type: governing
Law. This Agreement and all the rights and obligations of the parties shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such State.
Clause type: vesting
 The Participant’s interest in the Stock Award shall vest and become transferable in three equal installments by applying Exhibit I to one-third of the shares of the Stock Award (the “Target Shares”), for each of the First, Second and Third Measurement Periods as described below.
Clause type: representations
and Warranties. The Owner Trustee hereby represents and warrants to the Company, for the benefit of the Owners, that:
Clause type: counterparts
This Agreement may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Either Party may enter into this Agreement by signing any such counterpart.
Clause type: whereas
pursuant to the Credit Agreement, the Administrative Agent and the Lenders have agreed to make available to the Borrower certain financial accommodations on the terms and conditions set forth in the Credit Agreement;
Clause type: payment
 Payment shall be made to Ry K, in the amount of $ , which is equal to the Treatment Revenue (as reported on the patient’s final treatment billing statement) less the documented direct expenses related to the delivery of the Molar Endo Services, no later than 5 days following the day that the dental treatment services are provided. If any invoice is not paid when due, interest will be added to and payable on all overdue amounts at 10 percent per year, or the maximum percentage allowed under applicable Minnesota laws, whichever is less. Joseph Cruise shall pay all costs of collection, including without limitation, reasonable attorney fees. In addition to any other right or remedy provided by law, if Joseph Cruise fails to pay for the Services when due, Ry K has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Contract and/or seek legal remedies.
Clause type: insurance
The Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and risks as are adequate, in the reasonable belief of the Company, to protect the Company and its subsidiaries and their respective businesses; neither the Company nor any of its subsidiaries has received notice from any insurer or agent of such insurer that capital improvements or other material expenditures are required or necessary to be made in order to continue such insurance; and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company reasonably believes that it will be able to renew its existing insurance coverage as and when such coverage expires or obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business.
Clause type: payment_terms
 Firm Participant shall pay the fees according to the terms set out in the MARIS Policies.
Clause type: investments
 Make or permit to remain outstanding any advances or loans or extensions of credit to, or purchase or own any stock, bonds, notes, debentures or other securities of any person, firm or corporation except Permitted Investments.
Clause type: loans
 Make advances, loans or extensions of credit to, or invest in, any Person, except for loans or cash advances to employees which are permitted in the Schedule;
Clause type: compensation
 The Bank agrees to pay Director the total sum of $75,930 payable in monthly installments of $632.75 for 120 consecutive months, commencing on the first day of the month following Director’s 65th birthday. Payments to the Director will terminate when the 120 payments have been made or at the time of the Director’s death, whichever occurs first.
Clause type: dividends
 Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.
Clause type: notices
Except as otherwise expressly provided herein, any notice, request or demand that by any provision of this Indenture is required or permitted to be given, made or served by the Trustee or by the holders of Securities or by any other Person pursuant to this Indenture to or on the Company may be given or served by being deposited in first class mail, postage prepaid, addressed (until another address is filed in writing by the Company with the Trustee), as follows: . Any notice, election, request or demand by the Company or any Securityholder or by any other Person pursuant to this Indenture to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the Corporate Trust Office of the Trustee.
Clause type: insurance
Trendwest shall keep, and cause its Subsidiaries to keep, its insurable real properties insured at all times by financially sound and reputable insurers reasonably acceptable to the Administrative Agent, and maintain such other insurance, to such extent and against such risks, including fire, lightning, vandalism, malicious mischief, flood (to the extent required by the Administrative Agent, if the real property is located in an identified flood hazard area, in which insurance has been made available pursuant to the National Flood Insurance Act of 1968), and other risks insured against by special form coverage, as is customary with companies in the businesses in which Trendwest and its Subsidiaries are engaged. All such insurance shall be in amounts sufficient to prevent Trendwest or its Subsidiaries from becoming a coinsurer, shall name the Administrative Agent, for the benefit of the Lenders in accordance with their respective Ratable Shares, as loss payee, and may contain loss deductible provisions that shall not exceed $100,000. Trendwest shall maintain, and cause its Subsidiaries to maintain, in full force and effect liability insurance, business interruption insurance, errors and omissions insurance, pollution insurance, general accident and commercial general liability insurance and all other insurance as is usually carried by companies engaged in the same or similar business similarly situated against claims for personal or bodily injury, death or property damage occurring upon, in, about or in connection with the use or operation of any property, motor vehicles, or vessels owned, occupied, controlled or used by Trendwest, its Subsidiaries, and their respective employees or agents, or arising in any other manner out of the businesses conducted by Trendwest and its Subsidiaries. All of such insurance shall be in amounts reasonably satisfactory to the Administrative Agent and shall be obtained and maintained by means of policies with generally recognized, responsible insurance companies authorized to do business in such states, provinces, territories, or jurisdictions as may be necessary, depending upon the locations of the assets of Trendwest and its Subsidiaries and shall name the Administrative Agent, for the benefit of the Lenders in accordance with their respective Ratable Shares, as an additional insured or loss payee, as the case may be. The insurance to be provided may be provided by way of blanket policies. Each policy of insurance shall be ...
Clause type: dividends
 If the Company declares or pays a Dividend, then the Company shall set aside such Dividend for payment upon exercise of this Warrant to the Registered Holder of this Warrant the Dividend that would have been paid to such Registered Holder on the Common Stock had this Warrant been fully exercised immediately prior to the date on which a record is taken for such Dividend, or, if no record is taken, the date as of which the record holders of Common Stock entitled to such dividends are to be determined.
Clause type: now
THEREFORE in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:
Clause type: ownership_of_shares
 As of the Closing Date, ACT will become sole owner of the ENP Shares issued pursuant to the ENP Shares resolution. The ENP Shares will be free from claims, liens or other encumbrances, except as provided under applicable federal and state securities laws;
Clause type: investment-company-act
 The Company is not required to be registered under the Investment Company Act of 1940, as amended.
Clause type: taxes
 Any and all payments or reimbursements made under this Agreement or under the Notes shall be made free and clear of and without deduction for any and all taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto excluding (i) taxes imposed on the overall income (whether gross or net) or capital of a Lender or Agent by the jurisdiction in which the Lender or Agent is organized, resident or doing business and (ii) taxes, levies, imposts, deductions, charges or withholdings which are imposed by laws, treaties or regulations in effect as of the Closing Date; provided, however, that any changes in laws, treaties or regula- tions or the interpretation thereof applicable to financial institutions generally after the Closing Date shall not be excluded pursuant to this clause (ii) (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If Borrower shall be required by law to deduct any Taxes from or with respect to any sum payable hereunder to any Lender or Agent, then the sum payable shall be increased as may be necessary so that, after making all required deductions, such Lender or Agent receives an amount equal to the sum it would have received had no such deductions been made.
Clause type: investment-company-act
 None of Parent, any Person controlling Parent, or any Subsidiary is or is required to be registered as an "investment company" under the Investment Company Act of 1940 or is subject to regulation under the Investment Company Act.
Clause type: taxes
 Borrower shall, and shall cause each Subsidiary to, timely file all tax reports and pay and discharge all taxes, assessments and governmental charges or levies imposed upon it, or its income or profits or upon its properties or any part thereof, before the same shall be in default and before the date on which penalties attach thereto, except to the extent such taxes, assessments and governmental charges or levies are the subject of a Permitted Contest.
Clause type: investment-company-act
 The Company shall at no time be an “investment company” or an entity “controlled” by and “investment company” within the meaning of the Investment Company Act or conduct its business in a manner so that it will become subject to the Investment Company Act.