bhaskrr/legal-clauses huggingface dataset:
Clause type: termination
This Agreement may be terminated at any time, without penalty, by the Trustees or by the shareholders of the Fund acting by vote of at least a majority of its outstanding voting securities, provided in any such case that 60 days' advance written notice of termination be given to INTECH at its principal place of business. This Agreement may be terminated (i) by Janus or by INTECH at any time, without penalty by giving 60 days' advance written notice of termination to the other party, or (ii) by Janus or the Trust without advance notice if INTECH becomes unable to discharge its duties and obligations under this Agreement. In addition, this Agreement shall terminate, without penalty, upon termination of the Advisory Agreement.
Clause type: now
THEREFORE. IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS:
Clause type: compensation
 As compensation for the performance of the Administrator’s obligations under this Agreement and as reimbursement for its expenses related thereto, the Administrator shall be entitled to a fee equal to $5,000 per annum (the “Administration Fee”), which fee shall be paid by the Servicer out of the Servicing Fee.
Clause type: interest
 The Debentures shall bear interest on the principal amount thereof at a rate of 5.00% per year. The Company shall pay Additional Interest as set forth in Section 5.07 of the Indenture and the Registration Rights Agreement. Interest will be payable semi-annually on each Interest Payment Date to Holders at the close of business on the preceding Interest Record Date. Interest will be computed on the basis of a 360-day year comprised of twelve 30 day months. If any Interest Payment Date, Stated Maturity date, Redemption Date, Repurchase Date or Designated Event Repurchase Date of a Security falls on a day that is not a Business Day, the required payment of Interest, if any, and principal will be made on the next succeeding Business Day and no Interest on such payment will accrue for the period from and after the Interest Payment Date, the Stated Maturity date, Redemption Date, Repurchase Date or Designated Event Repurchase Date to such next succeeding Business Day. If the principal amount of any Security, or any accrued and unpaid Interest or Additional Interest, if any, are not paid when due (whether upon acceleration pursuant to Section 7.02 of the Indenture, upon the date set for payment of the Redemption Price, upon the date set for payment of the Repurchase Price or Designated Event Repurchase Price, upon the Stated Maturity of the Securities, upon the Interest Payment Dates or upon the Additional Interest Payment Dates as defined in the Registration Rights Agreement), then in each such case the overdue amount shall, to the extent permitted by law, bear cash interest at a rate per annum that is 1% higher than the interest rate set forth on the face of this Security, compounded semiannually, which interest shall accrue
Clause type: whereas
the Company and the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act.
Clause type: base-salary
 The Executive shall be paid an annualized salary, payable in accordance with the regular payroll practices of the Company, of not less than $165,000.00, subject to annual review for increase at the discretion of the Compensation Committee of the Board (“Base Salary”).
Clause type: severability
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law. However, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provision, and this Agreement will be reformed, construed and enforced as though the invalid, illegal or unenforceable provision had never been herein contained.
Clause type: capitalization
 The Company’s authorized equity capitalization is as set forth in the Prospectus and the Securities conform in all material respects to the description thereof contained or incorporated by reference in the Prospectus; and, except as set forth in the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue (other than equity compensation grants and awards under the Company’s plans in the ordinary course consistent with past practice), or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding.
Clause type: interest
 7.1 Interest Periods The period during which each Drawing shall be outstanding under this Agreement shall be an Interest Period of one, three or six months’ duration, as selected by the Borrowers in the Drawdown Notice in respect of the Drawing in question, or such other duration as may be agreed by the Agent (acting on the instructions of all the Lenders). Not more than seven (7) one (1) month Interest Periods in respect of a Tranche may be selected by the Borrowers in each twelve (12) month period.
Clause type: representations
and Warranties. Each of the Borrowers represents and warrants to the Lenders and the Administrative Agent as follows:
Clause type: severability
The finding by a court of competent jurisdiction or other authorized body of the unenforceability, invalidity or illegality of any provision of this Agreement shall not render any other provision of this Agreement unenforceable, invalid or illegal. The invalid or unenforceable term or provision shall be modified or replaced with a valid and enforceable term or provision which most accurately represents the Parties’ intention with respect to the invalid or unenforceable term or provision.
Clause type: payment_terms
 This change of control payment shall be made in two lump sum payments as follows: (i) 75% of such amount shall be paid to Executive in a lump-sum cash payment upon the Trigger Date; and (ii) 25% of such amount shall be paid to Executive in a lump-sum cash payment upon the 75th day following the Trigger Date, but not later than March 15 of the calendar year following the calendar year in which the Trigger Date occurs. Notwithstanding any of the foregoing to the contrary, the payment contemplated by clause (ii) shall be paid immediately upon the earlier occurrence of any of the following: (a) Executive’s employment is terminated by the Company; or (b) Executive terminates employment for Good Reason (as defined below).
Clause type: whereas
to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares in the Portfolios on behalf of each Account to fund certain of the aforesaid variable life and variable annuity contracts and the Underwriter is authorized to sell such shares to unit investment trusts such as each Account at net asset value;
Clause type: payment
 The State Treasury will pay to the Fiscal Agent the amounts, at the times, and for the purposes, set forth herein and in the Notes. The State Treasury hereby authorizes and directs the Fiscal Agent, from funds so paid to it, to make payment through the Paying Agents of principal of and interest on the Notes as set forth in the Notes. The principal of and interest on the Notes shall be payable in such coin or currency of the United States as at the time of payment is legal tender for the payment of public and private debts. The Fiscal Agent shall arrange with all Paying Agents for the payment, from funds furnished by the State Treasury to the Fiscal Agent, (i) of principal of and interest on the Notes in the manner provided for in the Notes, and (ii) of the agreed compensation of such Paying Agents for their services as such.
Clause type: termination
This Deposit Agreement may be terminated by the Company at any time upon not less than 60 days' prior written notice to the Depositary, in which case, on a date that is not later than 30 days after the date of such notice, the Depositary shall deliver or make available for delivery to holders of Depositary Shares, upon surrender of the Receipts evidencing such Depositary Shares, such number of whole or fractional shares of Stock as are represented by such Depositary Shares. This Deposit Agreement will automatically terminate after (i) all outstanding Depositary Shares have been redeemed pursuant to Section 2.8 or (ii) there shall have been made a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution shall have been distributed to the holders of Depositary Receipts pursuant to Section 4.1 or 4.2, as applicable. Upon the termination of this Deposit Agreement, the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary, the Registrar and any Depositary's Agent under Sections 5.6 and 5.7.
Clause type: assignment
This Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder; provided, however, that (i) the Company may assign or transfer this Agreement or any rights or obligations hereunder to any member of the Group without such consent, and (ii) in the event of a Change of Control Transaction, 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 hereunder.
Clause type: whereas
for its lawful corporate purposes, the Company has duly authorized the issuance of its Floating Rate Junior Subordinated Deferrable Interest Debentures due 2033 (the “Debentures”) under this Indenture to provide, among other things, for the execution and authentication, delivery and administration thereof, and the Company has duly authorized the execution of this Indenture; and
Clause type: base-salary
 The Company shall pay the Executive a base salary at the rate of Two Hundred Thirty Five Thousand Dollars ($235,000.00) per year (the “Base Salary”), in accordance with the customary payroll practices of the Company applicable to senior executives. During the Term, the Company’s Compensation Committee of the Board shall review the Base Salary and may provide for such increases (but not decreases) in Base Salary as it may, in its sole and exclusive discretion, deem appropriate.
Clause type: investments
 The Credit Parties will not, and will not permit or cause any of their respective Subsidiaries to, make any Investments, except:
Clause type: insurance
The properties of the Loan Parties are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Subsidiary operates.
Clause type: compensation
 As compensation for the services rendered by PFPC during the term of the Transfer Agency Agreement, the Fund will pay to the Transfer Agent, with respect to the Portfolio, monthly fees that shall be agreed to from time to time by the Fund and PFPC, for each account open at any time during the month for which payment is being made, plus certain of PFPC's expenses relating to such services.
Clause type: dividends
 Commencing on the Issue Date, whether or not declared by the Board of Directors and whether or not there are funds legally available for the payment of dividends, cumulative dividends on each share of Series A Preferred Stock shall accrue on a daily basis in arrears at the rate of 15% per annum, compounded quarterly, on the then existing Liquidation Value thereof as of the most recent Dividend Payment Date. Dividends shall be payable quarterly in arrears on February 1, May 1, August 1 and November 1 of each year (a “Dividend Payment Date”), beginning with August 1, 2014. Prior to the date (the “Repayment Date”) on which the Corporation has fully repaid or otherwise discharged all its payment obligations, subject to any Reinstatement (as defined below) but excluding any contingent indemnification obligations not yet due and payable, under that certain Term Loan Agreement dated as of May 21, 2013 (as amended from time to time and not including any amendment in the nature of an extension or any refinancing of the indebtedness thereunder or pursuant thereto, the “Term Loan Agreement”), among Anchor Hocking, LLC, Oneida Ltd., Universal Tabletop, Inc., Deutsche Bank Securities Inc., Jefferies Finance LLC, Deutsche Bank AG, New York Branch and various lenders from time to time, dividends shall not be paid in cash and all amounts due on a share of Series A Preferred Stock shall be added to the Liquidation Value thereof. From and after the Repayment Date, dividends accruing from and after the Repayment Date shall be declared and paid in cash on the applicable Dividend Payment Date; provided, however, that if any payments made under the Term Loan Agreement are required to be rescinded or otherwise restored, whether as a result of any proceedings in bankruptcy or reorganization or otherwise (each such event, a “Reinstatement”), then for so long as the amounts of any such payments remain unsatisfied to the lenders under the Term Loan Agreement, the Repayment Date will be deemed to be suspended and no dividends shall be declared and paid in cash. Any dividends not declared and paid in cash for any reason on the applicable Dividend Payment Date, whether before, on or after the Repayment Date and whether before or following any Reinstatement, shall be added to the Liquidation Value on such Dividend Payment Date. Dividends payable for any period shall cumulate on a day-to-day basis and shall be computed on the basis of a 360-day year of twelve 30-day months and the act...
Clause type: esop
 (i) Upon the Closing Date, the Company shall reserve 1,714,286 Class B Ordinary Shares, which shall represent seven point five percent (7.5%) of the total number of Ordinary Shares (on a fully diluted and as-converted basis) outstanding immediately following the Closing Date, for allocation to employees, officers, directors or consultants of the Company pursuant to bona fide employment-related share purchase or option plans duly approved by the Board, following the Closing Date (“ESOP”). The exercise price per Ordinary Shares under the ESOP shall be US$1.00, which is equal to the purchase price per share of the Series A Preferred Shares.
Clause type: representations
and Warranties. The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate delivered to Lender under this Agreement are true and correct.
Clause type: representations
and Warranties. The representations and warranties of the Company set forth in this Agreement (other than Section 2.3(a) and Section 2.4(a)) shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” contained therein) as of the date of this Agreement and as of the Effective Time as though made on and as of the Effective Time (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; and (ii) the representations and warranties of the Company set forth in Section 2.3(a) and Section 2.4(a) shall be true and correct as of the date of this Agreement and the Effective Time as though made on and as of the Effective Time (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct as of such date) in all material respects.
Clause type: definitions
When used in this Agreement, the following terms have the meanings set forth below:
Clause type: base-salary
 The Company shall pay the Executive, and the ----------- Executive agrees to accept from the Company, in payment for his services to the Company beginning on the Effective Date, a base salary at the rate to be determined by the Compensation Committee of the Board of Directors and provided to the Executive in writing ("Base Salary"), which is subject to change upon thirty (30) days' notice and shall initially be set at One Hundred Thousand Eight Hundred Dollars ($108,000.00). Base Salary is payable in equal semimonthly installments or at such other time or times as the Executive and Company agree.
Clause type: insurance
Schedule 3.18 sets forth a list of all fire, theft, casualty, liability and other insurance policies insuring the Contributed Companies or properties or interests therein, specifying with respect to each such policy the name of the insurer, the risk insured against, the limits of coverage and the deductible amount (if any). All such policies are outstanding and in full force and effect and, except as disclosed on Schedule 3.18, will remain so through the Closing Date. There is no default by the Contributed Companies with respect to any provision contained in any such policy, nor has there been any failure to give any notice or present any claim under any such policy in a timely fashion or in the manner or detail required by the policy. Other than as set forth on Schedule 3.18, there is no Action or claim pending under any such policy as to which coverage has been questioned, denied, disputed, or is otherwise unavailable.
Clause type: confidentiality
During the Term and for a period of five (5) years thereafter, each Party shall maintain in confidence the Confidential Information of the other Party, shall not use or grant the use of the Confidential Information of the other Party except as expressly permitted hereby, and shall not disclose the Confidential Information of the other Party except on a need-to-know basis to such Party’s directors, officers, employees, agents and consultants, to the extent such disclosure is necessary or useful in connection with performance of such Party’s obligations or exercise of such Party’s rights under this Agreement or any of the Ancillary Agreements. To the extent that disclosure to any Person is authorized by this Agreement, prior to disclosure, a Party shall have obtained written agreement of such Person (which written agreement may be a general employee confidentiality agreement) to hold in confidence and not disclose, use or grant the use of the Confidential Information of the other Party except as expressly permitted under this Agreement. Each Party shall notify the other Party promptly upon discovery of any unauthorized use or disclosure of the other Party’s Confidential Information.
Clause type: indemnification
The Company shall, to the maximum extent permitted from time to time under the law of the State of Florida, indemnify and upon request shall advance expenses to the Executive in the event he is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was or has agreed to be a director, officer or employee of the Company or while a director, officer or employee is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorney's fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however, that the foregoing shall not require the Company to indemnify or advance expenses to the Executive in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of the Executive. The Executive shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. The provisions of this Section 10 shall be in addition to any right of indemnification to which the Executive may be entitled under the Company's charter or by-laws, pursuant to any other contract, or by operation of law.
Clause type: financing
 Approximately ___% of the aggregate principal balance of the Receivables, constituting approximately ___% of the number of Receivables, as of the Cutoff Date, represents financing of new vehicles; the remainder of the Receivables represents financing of used vehicles. Approximately ___% of the aggregate principal balance of the Receivables, constituting approximately ___% of the number of Receivables, as of the Cutoff Date, represents financing of Balloon Loans. Approximately ___% of the aggregate Principal Balance of the Receivables, constituting approximately ___% of the number of Receivables, as of the Cutoff Date, represents financing of Simple Interest Receivables; the remainder of the Receivables represents financing of Actuarial Receivables.
Clause type: indemnification
The Depositor shall be liable as primary obligor for, and shall indemnify the Owner Trustee and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Agreement, the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Depositor shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from any of the matters described in the third sentence of Section 7.01. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Owner Trustee's choice of legal counsel shall be subject to the approval of the Depositor, which approval shall not be unreasonably withheld.
Clause type: payment_terms
 4.1 Unless otherwise agreed, invoices from Siemens are due immediate- ly and must be paid no later than on the 30th day after the invoice date, without discounts or other deductions. Payment is deemed to have been made if the total amount due has been credited, free of charge, to an account identified on the invoice in Swiss francs and is fully available to Siemens. The Purchaser is not permitted to offset any counterclaims against the payment. If the Purchaser fails to comply with the agreed payment periods, it shall be in default, no re- minder being required, and it must pay default interest of 8% per an- num as of the 31st day after the invoice date.