bhaskrr/legal-clauses huggingface dataset:
Clause type: investment_company
 None of Parent or Acquisition Subsidiary is as of the date of this Agreement, nor upon the Closing will be, an “investment company,” a company controlled by an “investment company,” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.
Clause type: base-salary
 For all services to be rendered by the Executive pursuant to this Agreement, the Company agrees to pay the Executive an annual base salary (the "Base Salary") of not less than $220,000. The Base Salary shall be paid in periodic installments in accordance with the Company's regular payroll practices. The Company agrees to review Executive's Base Salary at least annually as of the anniversary of her employment and to make such increases therein as the Board of Directors, in its sole discretion, may approve.
Clause type: notices
Any written notices provided for in this Agreement or the Plan shall be in writing and shall be deemed sufficiently given if either hand delivered or if sent by fax or overnight courier, or by postage paid first class mail. Notices sent by mail shall be deemed received three business days after mailing but in no event later than the date of actual receipt. Notices shall be directed, if to the Participant, at the Participant’s address indicated by the Company’s records, or if to the Company, at the Company’s principal executive office.
Clause type: definitions
Unless otherwise expressly herein provided, all defined terms used in this summary of the Deposit Agreement shall have the meanings ascribed thereto in the Deposit Agreement.
Clause type: investment-company-act
 No Obligor is an Investment Company within the meaning of the Investment Company Act of 1940;
Clause type: payment
 Subject to the provisions of the Warrants 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 set forth in the Warrant, duly executed, by paying in full in lawful money of the United States, in cash, good certified check or good bank draft payable to the order of the Company, the Warrant Price for each full Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares, and the issuance of the Ordinary Shares.
Clause type: payment
 (a) CAISO shall pay Owner all invoiced amounts due on Revised Estimated RMR Invoices, Revised Adjusted RMR Invoices, and Final Invoices whether or not disputed by CAISO or the Responsible Utility except to the extent that CAISO (i) is entitled to a refund on a Revised Estimated or Revised Adjusted RMR Invoice or Final Invoice against such payment under this Agreement or (ii) is entitled to deduct an amount under Section 9.6. All payments shall be made from the RMR Owner Facility Trust Account on or before the Due Date by wire transfer in accordance with instructions from Owner. If Owner is also the Responsible Utility, at the discretion of Owner payments to it may be made by memorandum account instead of wire transfer. Owner shall establish and maintain a settlement account at a commercial bank located in the United States and reasonably acceptable to CAISO which can effect money transfers via Fed-Wire where payments to and from the Facility Trust Accounts shall be made in accordance with Section 9.2 and Section 11.13 of the CAISO Tariff. Owner shall notify CAISO of its settlement account details prior to the Effective Date. Owner may from time to time change its settlement account details, provided that, Owner shall give CAISO 15 days notice before making changes. In the event there is a refund amount due to CAISO, Owner shall refund the amount due CAISO in accordance with Section 9.2 and Section 11.13 of the CAISO Tariff.
Clause type: miscellaneous
(a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Delaware.
Clause type: payment
 Section 7.01. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 1001 of the Base Indenture shall be amended by adding the following at the end of such Section: “Alternatively, at the request of the registered Holder, the Company will pay the principal of (and premium, if any, on) and interest, if any, on the Notes by wire transfer of immediately available funds to an account at a bank in New York City, on the date when such amount is due and payable. To request payment by wire transfer, the registered Holder must give the Paying Agent appropriate transfer instructions at least 15 Business Days before the requested payment is due. In the case of any interest payment due on an Interest Payment Date, the instructions must be given by the person who is the registered Holder on the relevant Regular Record Date. Any wire instructions, once properly given, will remain in effect unless and until new instructions are given in accordance with this Section.”
Clause type: now
THEREFORE the Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.
Clause type: loans
 Each Loan on the books and records of PHFG and its Subsidiaries was made and has been serviced in all material respects in accordance with customary lending standards in the ordinary course of business, is evidenced in all material respects by appropriate and sufficient documentation and, to the best knowledge of PHFG, constitutes the legal, valid and binding obligation of the obligor named therein, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditor's rights and to general equity principles.
Clause type: representations
and Warranties. The Borrower represents and warrants with respect to itself and to its Subsidiaries (which representations and warranties shall survive the delivery of the documents mentioned herein and the making of Loans), that:
Clause type: miscellaneous
This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to the conflict of laws provisions thereof. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their successors and assigns and the controlling persons referred to herein, and no other person shall have any right or obligation hereunder. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. This Agreement may be executed in counterparts, each of which when so executed and delivered shall be considered an original, and all such counterparts shall constitute one and the same instrument. Capitalized terms used but not defined herein shall have the meanings provided in the P&S.
Clause type: headings
The headings, captions and arrangements used in this Amendment are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof.
Clause type: vesting
 (a) No portion of this Award may be settled until the Committee has determined the portion that has vested. Except as otherwise provided herein, the number of Restricted Stock Units vested shall be based on the Company’s performance during the Performance Period identified above based on the performance criteria set forth on Schedule A attached hereto (the “Performance Metrics”), and, except as provided in Section 2(b) and 4(b), shall be further subject to the Awardee’s continuous employment relationship with the Company or its Affiliates through the conclusion of the Performance Period. As used herein, “
Clause type: headings
The headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. All references in this Agreement to sections and exhibits are to sections and exhibits of this Agreement, unless otherwise indicated.
Clause type: capitalization
 The authorized, issued and outstanding shares of capital stock of the Fund are as set forth in the Registration Statement, each preliminary prospectus and the Prospectus. All issued and outstanding shares of capital stock of the Fund have been duly authorized and validly issued and are fully paid and non-assessable (except as described in the Registration Statement, each preliminary prospectus and the Prospectus) and have been offered
Clause type: base-salary
 During the Employment Period, the Executive shall receive an annual base salary ("Annual Base Salary") in an amount no less than the Executive's annual base salary in effect on the Commencement Date, payable in cash. If the Annual Base Salary is increased after the Commencement Date, the increased Base Salary amount shall become the minimum level of Annual Salary for the Executive. The Annual Base Salary shall be paid no less frequently than in equal monthly installments.
Clause type: esop
 (a) At the first meeting of the Board following the Closing, the Company shall adopt, and the Founders and the Ordinary Shareholders shall cause the Company to adopt, on terms acceptable to the Series A Directors, an employee equity incentive plan (“ESOP”). The Company shall reserve an agreed number of Ordinary Shares within a range of five percent (5%) to ten percent (10%) of the total outstanding Ordinary Shares on a fully-diluted, as-converted basis after giving effect to the issuance of any stock options under such plan for allocation to employees, officers, directors or consultants of the Company or any Group Company pursuant to the ESOP. No grants shall be made or approved under the ESOP unless the Company achieves the Net Profit Guarantee in accordance with Section 8.4 of the Securities Purchase Agreement,
Clause type: base-salary
 During the term of this Agreement, Executive shall receive an annual base salary of $109,800, subject to annual review by the Board of Directors.
Clause type: employee_benefits
 As used herein, the term "Employee Plan" includes any pension, retirement, savings, disability, medical, dental, health, life, death benefit, group insurance, profit sharing, deferred compensation, stock option, stock loan, bonus, incentive, vacation pay, tuition reimbursement, severance pay, or other employee benefit plan, trust, agreement, contract, arrangement, policy or commitment (including, without limitation, any pension plan, as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended and the rules and regulations promulgated thereunder ("ERISA") ("Pension Plan"), and any welfare plan as defined in Section 3(1) of ERISA ("Welfare Plan")), whether any of the foregoing is funded, insured or self-funded, written or oral, (i) sponsored or maintained by Merry Land or Merry Land Subsidiaries (each a "Controlled Group Member") and covering any Controlled Group Member's active or former employees (or their beneficiaries), (ii) to which any Controlled Group Member is a party or by which any Controlled Group Member (or any of the rights, properties or assets thereof) is bound or (iii) with respect to which any current Controlled Group Member may otherwise have any material liability (whether or not such Controlled Group Member still maintains such Employee Plan). Each Employee Plan is listed on Schedule 2.12. With respect to the Employee Plans:
Clause type: investments
 No Loan Party shall make or maintain, directly or indirectly, any Investment except for the following:
Clause type: ownership_of_shares
 Seller is the owner of one hundred (100) shares of the issued and outstanding common stock of the Corporation, being one hundred percent (100%) of such capital stock (the "Shares").
Clause type: loans
 Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documents, Lender hereby agrees to provide to Borrower the following credit facilities:
Clause type: whereas
certain licensing arrangements between the Trust and Principal Financial Services, Inc. will be governed pursuant to the provisions of the License Agreement (set forth in Section B of this Omnibus Instrument), dated as of the date of the Pricing Supplement, by and between the parties thereto indicated in Section F herein;
Clause type: taxes
 All payments required by this Agreement shall be made in United States dollars, are exclusive of taxes, and Licensee agrees to bear and be responsible for the payment of all such taxes, including, but not limited to, all sales, use, rental receipt, personal property or other taxes and their equivalents which may be levied or assessed in connection with this Agreement (excluding only taxes based on Oracle's net income). To the extent Licensee is required by local law to withhold taxes based upon Oracle's income, Licensee may deduct from any payments to Oracle any income tax or tax of a similar nature (including taxes based on net worth) imposed by any government ("Government Income Tax") and actually paid by Licensee for the account of Oracle, to the extent such Government Income Tax does not exceed the appropriate withholding amount applicable under relevant tax treaties and qualifies as a creditable foreign tax by the United States government. In the event that Licensee deducts any Government Income Tax from payments owed to Oracle, Licensee shall furnish Oracle with an official tax receipt or other evidence issued by the taxing authority suitable for Oracle to obtain a tax credit in the United States.
Clause type: base-salary
 Employee shall receive an annual base salary of $360,000, payable in regular increments in accordance with the Company’s standard payroll procedures (but not less frequently than monthly) less applicable withholdings, and subject to such increases as awarded in the discretion of the Compensation Committee from time to time.
Clause type: capitalization
 As of the date hereof, the authorized stock of AIMCO consists of 486,027,500 shares of AIMCO Common Stock, 262,500 shares of Class B Common Stock, par value $.01 per share ("AIMCO Class B Common Stock") and 24,460,000 shares of Preferred Stock, par value $.01 per share ("AIMCO Preferred Stock"). As of the date hereof, (a) 47,982,057 shares of AIMCO Common Stock were issued and outstanding, (b) 162,500 shares of AIMCO Class B Common Stock were issued and outstanding, (c) 22,345,921 shares of AIMCO Preferred Stock were issued and outstanding (including 750,000 shares of AIMCO Class B Cumulative Convertible Preferred Stock, par value $.01 per share, 2,400,000 shares of AIMCO 9% Class C Cumulative Preferred Stock, par value $.01 per share, 4,200,000 shares of AIMCO 8.75% Class D Cumulative Preferred Stock, par value $.01 per share, 8,945,921 shares of AIMCO Class E Cumulative Convertible Preferred Stock, par value $.01 per share, 4,050,000 shares of AIMCO Class G Preferred Stock, par value $.01 per share, and 2,000,000 shares of AIMCO Class H Preferred Stock, par value $.01 per share), (d) 5,362,879 shares of AIMCO Common Stock were reserved for issuance upon the exchange of units of limited partnership in AIMCO OP, (e) 5,115,246 shares of AIMCO Common Stock were reserved for issuance pursuant to the AIMCO benefit plans (the "AIMCO Benefit Plans") listed on Schedule 5.2 hereof and outstanding warrants, (f) 11,408,973 shares of AIMCO Common Stock were reserved for issuance upon conversion of AIMCO Preferred Stock, (g) 162,500 shares of AIMCO Common Stock were reserved for issuance upon conversion of AIMCO Class B Common Stock and (h) no Voting Debt of AIMCO was issued or outstanding. All outstanding shares of AIMCO Common Stock and AIMCO Preferred Stock are validly issued, fully paid and nonassessable and are not subject to preemptive rights. Upon consummation of the Merger and issuance of shares of AIMCO Common Stock which comprise all or a part of the Merger Consideration, all such shares will be validly issued, fully paid and nonassessable and will not be subject to preemptive rights. As of the date hereof, except as set forth on Schedule 5.2 hereof or pursuant to this Agreement or the AIMCO Benefit Plans, there are no outstanding subscriptions, calls, options, contracts, voting trusts, proxies or other commitments, understandings, restrictions, arrangements, rights or warrants, including any right of conversion or exchange under any outstanding security, in...
Clause type: taxes
 Borrower shall file all federal tax returns and all material state or local tax returns and pay all taxes evidenced by such returns when due, and shall cause any liens for such taxes to be promptly released; provided, that Borrower shall have the right to contest the payment of such taxes and imposition of such liens in good faith by appropriate proceedings so long as (i) the amount so contested is shown on Borrower’s financial statements; (ii) if required by Agent, a reserve in accordance with subsection 2(a) is established by Agent against Borrower’s ability to borrow Revolving Loans under subsection 2(a) in an amount of money which, in the sole judgment of Agent, is sufficient to pay such taxes and any interest or penalties that may accrue thereon; and (iii) if Borrower fails to prosecute such contest with reasonable diligence, Agent may apply the money so deposited in payment of such taxes. If Borrower fails to pay any such taxes and in the absence of any such contest by Borrower, Agent may (but shall be under no obligation to) advance and pay any sums required to pay any such taxes and/or to secure the release of any lien therefor, and any sums so advanced by Agent shall be payable by Borrower to Agent on demand, and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder.
Clause type: definitions
Unless the context otherwise requires, when used herein the following terms shall have the meanings indicated.
Clause type: confidentiality
Purchaser shall not disclose the terms and conditions contained in this Contract and shall keep the same confidential, provided that Purchaser may disclose the terms and conditions of this Contract (a) as required by law, (b) to consummate the terms of this Contract, or any financing relating thereto, or (c) to Purchaser's or Seller's lenders, attorneys and accountants. Any information obtained by Purchaser in the course of its inspection of the Property, and any Materials provided by Seller to Purchaser hereunder, shall be confidential and Purchaser shall be prohibited from making such information public to any other person or entity other than its Consultants, without Seller's prior written authorization, which may be granted or denied in Seller's sole discretion. In addition, Purchaser shall use its reasonable efforts to prevent its Consultants from divulging any such confidential information to any unrelated third parties except as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract. Unless and until the Closing occurs, Purchaser shall not market the Property (or any portion thereof) to any prospective purchaser or lessee without the prior written consent of Seller, which consent may be withheld in Seller's sole discretion. Notwithstanding the provisions of Section 13.9, Purchaser agrees that the covenants, restrictions and agreements of Purchaser contained in any confidentiality agreement executed by Purchaser prior to the Effective Date shall survive the execution of this Contract and shall not be superseded hereby.
Clause type: miscellaneous
(a) Wherever pursuant to this Agreement (i) Indemnitee exercises any right given to it to approve or disapprove, (ii) any arrangement or term is to be satisfactory to Indemnitee, or (iii) any other decision or determination is to be made by Indemnitee, the decision of Indemnitee to approve or disapprove, all decisions that arrangements or terms are satisfactory or not satisfactory and all other decisions and determinations made by Indemnitee, shall be in the sole and absolute discretion of Indemnitee and shall be final and conclusive, except as may be otherwise expressly and specifically provided herein.
Clause type: loans
 Make advances, loans or extensions of credit to any Person, including any Parent, Subsidiary or Affiliate, other than any advance, loan or extension of credit constituting a Permitted Investment.
Clause type: esop
 Subject to the occurrence of the Closing, the Company ESOP shall be terminated as provided in the Company ESOP (all shares of Company Common Stock held by the Company ESOP shall be converted into the right to receive the Merger Consideration, all accounts shall be fully vested, all outstanding indebtedness of the Company ESOP shall be repaid by delivering a sufficient number of shares of unallocated shares of Company Common
Clause type: shares
 The common stock of Counterparty, par value USD 0.01 per share (Exchange symbol “CAMP”). Number of Options: 150,000. For the avoidance of doubt, the Number of Options shall be reduced by any Options exercised by Counterparty. In no event will the Number of Options be less than zero. Applicable Percentage: 27% Option Entitlement: A number equal to the product of the Applicable Percentage and 36.2398. Strike Price: USD 27.5940 Premium: USD 7,358,850 Premium Payment Date: May 6, 2015 Exchange: The NASDAQ Global Select Market Related Exchange(s): All Exchanges Excluded Provisions: Section 14.03 and Section 14.04(h) of the Indenture.
Clause type: loans
 At any time on or after the date hereof, and until 5:00 on June 30, 2007, the Lender may elect to make one or more Loans to the Company. Such election shall be made by delivering to the Company a Notice of Election to Make Loan in the form of Exhibit C to this Agreement (an “Election Notice”), appropriately completed to reflect the amount of the Loan then proposed to be made by him, together with the principal amount of such Loan either by (i) delivering to the Company with such Election Notice a certified or cashier’s check in the amount of such Loan or (ii) effecting, prior to or concurrently with the delivery of such Election Notice, a wire transfer in immediately available funds to an account designated in writing by the Company. If the Company chooses to accept such Loan, it shall execute such Election Notice and return it to the Lender with the other Loan Documents (as hereinafter defined). The Company my reject any such election, in its sole discretion, in which event it shall return all tendered documents and funds to the Lender.
Clause type: dividends
 When Shares are delivered to you or your duly-authorized transferee pursuant to the vesting of the Shares, you or your duly-authorized transferee shall also be entitled to receive, with respect to each Share issued, an amount equal to any cash dividends (plus simple interest at a rate of five percent per annum, or such other reasonable rate as the Committee may determine) and a number of Shares equal to any stock dividends, which were declared and paid to the holders of Shares between the Grant Date and the date such Share is issued. To the extent that your Continuous Service ends before vesting of the Shares, you will forfeit all dividends (whether paid in cash or in stock) attributable to all such Shares.