bhaskrr/legal-clauses huggingface dataset:
Clause type: confidentiality
Each Agent and each Lender (which term shall for the purposes of this Section 10.17 include the Issuing Bank) shall hold all Non-Public Information regarding Borrower and its Subsidiaries and their businesses identified as such by Borrower or such Subsidiary (or which is reasonably apparent to be of a confidential nature, even if not so identified) and obtained by such Agent and such Lender pursuant to the requirements hereof in accordance with such Agent’s and such Lender’s customary procedures for handling confidential information of such nature, it being understood and agreed by Borrower that, in any event, the Administrative Agent may disclose such information to the Lenders and each Agent and each Lender may make (i) disclosures of such information to Affiliates of such Lender and to their respective agents and advisors (and to other Persons authorized by a Lender or Agent to organize, present or disseminate such information in connection with disclosures otherwise made in accordance with this Section 10.17), (ii) disclosures of such information reasonably required by any bona fide or potential assignee, transferee or participant in connection with the contemplated assignment, transfer or participation of any Loans or any participations therein or by any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations (provided that such assignees, transferees, participants, counterparties and advisors are advised of and agree to be bound by either the provisions of this Section 10.17 or other provisions at least as restrictive as this Section 10.17), (iii) disclosure to any rating agency when required by it, provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating to Credit Parties received by it from any Agent or any Lender, (iv) disclosures necessary in connection with the exercise of any remedies hereunder or under any other Credit Document, (v) disclosures required or requested by any Governmental Authority or pursuant to legal or judicial process; provided that, unless specifically prohibited by Applicable Law or court order, each Lender and each Agent shall make reasonable efforts to notify Borrower of any request by any Governmental Authority or representative thereof (other than any such request in connection with any examination of the financia...
Clause type: headings
The headings used herein are solely for the convenience of the parties and shall not serve to modify or interpret the text of the Sections at the beginning of which they appear.
Clause type: now
THEREFORE in consideration of the premises and of the mutual covenants herein and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrower, the Administrative Agent and the Lenders agree as follows:
Clause type: payment
 For sales of licenses of the Program(s) and/or TCS to Licensee directly by Licensor or its Affiliates or for sales of licenses of the Program(s) and/or TCS by a non-Affiliated Channel Partner in which Licensor has requested payment be made directly to Licensor or its Affiliates (“Directed Payments”), Licensee agrees to pay the applicable fees within thirty (30) days of receipt of an invoice for such fees from Licensor or its Affiliates. In the event that Licensee does not pay within such time period, Licensor or its Affiliates (as applicable) additionally may charge Licensee interest in an amount equal to 1.5% per month of the unpaid balance. For sales of licenses of the Program(s) and/or TCS to Licensee by non-Affiliated Channel Partners other than Licensor’s Affiliates, payments other than Directed Payments made by Licensee under this Agreement will be paid to the Channel Partner within the time agreed between the Channel Partner and Licensee. If such period is not specified, then the payment terms shall be consistent with the payment terms set forth above for payments to Licensor and its Affiliates. Fees are exclusive of all value added taxes, sales taxes, use taxes, and the like. Licensee will pay all taxes associated with the Program(s), exclusive of any tax based on the income of Licensor or the Channel Partner. If claiming a tax exemption, Licensee must provide a valid tax exemption certificate.
Clause type: insurance
The Company shall acquire and maintain a trustees and officers liability insurance policy or similar insurance policy, which may name the Advisor as an additional insured party (each an "Additional Insured Party" and collectively the "Additional Insured Parties"). Such insurance policy shall include reasonable coverage from a reputable insurer. The Company shall make all premium payments required to maintain such policy in full force and effect; provided, however, each Additional Insured Party, if any, shall pay to the Company, in advance of the due date of such premium, its allocated share of the premium. Irrespective of whether the Advisor is a named Additional Insured Party on such policy, the Company shall provide the Advisor with written notice upon receipt of any notice of: (a) any default under such policy; (b) any pending or threatened termination, cancellation or non-renewal of such policy or (c) any coverage limitation or reduction with respect to such policy. The foregoing provisions of this Section 20 notwithstanding, the Company shall not be required to acquire or maintain any insurance policy to the extent that the same is not available upon commercially reasonable pricing terms or at all, as determined in good faith by the Independent Trustees.
Clause type: esop
 Effective November 1, 2008, the Ashland Common Stock Fund described in Section 8.1(a) of the Plan and as described in the Trust is designated as both a discretionary contribution stock bonus plan and an employee stock ownership plan (hereinafter “ESOP”), qualified under sections 401(a) and 4975(e)(7) of the Code. This designation shall apply to all of the assets invested in the Ashland Common Stock Fund, whether invested before or after November 1, 2008. The assets of the part of the Plan designated as an ESOP may be invested, without limitation, in qualifying employer securities, as defined in Section 407(d)(5) of ERISA, and provide benefits for the Participating Companies' eligible employees and their beneficiaries primarily through the distribution of Ashland Inc. common stock or other Employer Securities. For all purposes under the Plan, Employer Securities shall mean either common stock issued by a Participating Company or by an Affiliated Company or the Sponsoring Company which is a member of the same controlled group of corporations (as determined under Section 409(l)(4) of the Code) as the applicable Participating Company which is readily tradable on an established securities market, or noncallable preferred stock issued by either such a Participating Company or such an Affiliated Company or the Sponsoring Company which is convertible at any time into common stock as described above, if such conversion is at a price which, as of the date of acquisition by the Plan, is reasonable, as determined under Section 409(l) of the Code.
Clause type: representations
and Warranties. Any representation, warranty, certificate, or other statement (financial or otherwise) made or furnished by or on behalf of Borrower to Lender in writing in connection with any of the Loan Documents, or as an inducement to Lender to enter into this Loan Agreement, shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or
Clause type: representations
and Warranties. (i) The representations and warranties of the Company set forth in Sections 3.01(c)(i) and 3.01(c)(ii) (Capital Structure) shall be true and correct as of the Closing Date as though made on such date (except to the extent any of such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), except for any immaterial inaccuracies, (ii) the representations and warranties of the Company set forth in Section 3.01(d)(i) (Authority) and Section 3.01(t) (Brokers and Other Advisors) shall be true and correct in all material respects as of the Closing Date as though made on such date, (iii) the representations and warranties of the Company set forth in Section 3.01(g)(ii) (Absence of Certain Changes or Events), Section 3.01(v) (State Takeover Statutes) and Section 3.01(w) (WPZ Merger Agreement) shall be true and correct as of the Closing Date as though made on
Clause type: miscellaneous
THIS AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors, successors-in-title and assigns as provided in the Credit Agreement.
Clause type: taxes
 CytRx has filed all federal, state and local income or other tax returns and reports that it is required to file with all governmental agencies, wherever situate, and has paid or accrued for payment all taxes as shown on such returns, such that a failure to file, pay or accrue will not have a material adverse effect on CytRx or Vaxcel Inc.
Clause type: compensation
 The Trust agrees to pay FPS compensation for its services, and to reimburse it for expenses at the rates, times, manner and amounts as set forth in Schedule "B" attached hereto and incorporated herein by reference and as will be set forth in any amendments to such Schedule "B" agreed upon in writing by the Parties. Upon receipt of an invoice therefor, FPS is authorized to collect such fees by debiting the Trust's custody account. In addition, the Trust agrees to reimburse FPS for any out-of-pocket expenses paid by FPS on behalf of the Trust within ten (10) calendar days of the Trust's receipt of an invoice therefor. For the purpose of determining fees payable to FPS, the value of the Trust's net assets will be computed at the times and in the manner specified in the Trust's Prospectus and Statement of Additional Information then in effect. During the term of this Agreement, should the Trust seek services or functions in addition to those outlined below or in Schedule "A" attached hereto, a written amendment to this Agreement specifying the additional services and corresponding compensation will be executed by the Parties. In the event that the Trust is more than sixty (60) days delinquent in its payments of monthly billings in connection with this Agreement (with the exception of specific amounts which may be contested in good faith by the Trust), this Agreement may be terminated upon thirty (30) days' written notice to the Trust by FPS. The Trust must notify FPS in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts. Disputed amounts are not due and payable while they are being disputed. Section 7.
Clause type: representations
and Warranties. In order to induce Agent and the Lenders to enter into this Amendment, each Borrower and each other Credit Party represents and warrants to Agent and each Lender (which representations and warranties shall survive the execution and delivery of this Amendment), that:
Clause type: employee_benefits
 Furnish to the Administrative Agent (x) as soon as possible, and in any event within five Business Days, after any Responsible Officer of Borrower or any ERISA Affiliate of Borrower knows or has reason to know that, any ERISA Event has occurred that, alone or together with any other ERISA Event could reasonably be expected to result in a Material Adverse Effect, a statement of a Financial Officer of Borrower setting forth details as to such ERISA Event and the action, if any, that Borrower or the Subsidiary proposes to take with respect thereto, and a copy of any notice filed with the PBGC or the Internal Revenue Service pertaining to such ERISA Event and any notices received by Borrower, any Subsidiaries or any ERISA Affiliate of Borrower or any Subsidiary from the PBGC or any other governmental agency with respect to such ERISA Event, and (y) promptly after request by the Administrative Agent, copies of (i) annual report (Form 5500 Series) filed by Borrower or any Subsidiary or any of its ERISA Affiliates with the Employee Benefits Security Administration with respect to each Employee Benefit Plan; (ii) the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by Borrower or any Subsidiary or any of their ERISA Affiliates from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other information, documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request.
Clause type: esop
 With respect to the Participant’s Company Stock ESOP Fund, a combination of a single sum payment in cash and shares of Company Stock. The maximum number of shares of Company Stock shall be the number of shares of Company Stock (as defined under Section 1.7) represented by the value of the vested balance of the Participant’s Company Stock ESOP Fund reduced by any amounts diversified pursuant to Section 5.6; provided that the value of any fractional shares shall be paid in cash.
Clause type: base-salary
 During the Term, the Company shall pay to Kapoor a base salary at the rate of $500,000 per year ("Base Salary"), subject to increase in the discretion of the Compensation Committee of the Board of Directors and payable in accordance with the regular payroll practices of the Company.
Clause type: interest
 The Company promises to pay interest on the principal -------- amount of this Debenture and interest on the balance of unpaid accrued interest at the rate per annum shown above. Interest will accrue on principal from the first closing date on which Debentures are approved for authentication and issuance. All interest will accrue quarterly but not be paid until maturity, at which time all unpaid accrued interest will be payable together with the principal amount. Interest on unpaid accrued interest will accrue each calendar quarter based on the balance of unpaid accrued interest as of (and including) the last day of the preceding calendar quarter. Interest will be credited on the first day of the calendar quarter following the calendar quarter in which it accrued. The first date on which interest will accrue on the balance of unpaid accrued interest shall be the first day of the first calendar quarter after interest on the principal balance commences accruing. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. For purposes hereof, January 1, April 1, July 1 and October 1 shall be the first days of the calendar quarters.
Clause type: now
THEREFORE it is mutually agreed by and between the parties hereto as follows:
Clause type: investment-company-act
 Neither Target is and, at all times up to and including consummation of the transactions contemplated by this Agreement, and after giving effect to application of the net proceeds hereof, will be, subject to registration as an “investment company” under the Investment Company Act of 1940, as amended, and is and will be an entity “controlled” by an “investment company” within the meaning of such act.
Clause type: headings
This Agreement contains headings only for convenience and the headings do not constitute or form a part of this Agreement, and should not be used in the construction of this Agreement.
Clause type: employee_benefits
 (a) The Acquiror does not, and since its inception never has, maintained or contributed to any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer or director of the Acquiror. There are not any employment, consulting, indemnification, severance or termination agreements or arrangements between the Acquiror and any current or former employee, officer or director of the Acquiror, nor does the Acquiror have any general severance plan or policy.
Clause type: conversion_of_shares
 Subject to the provisions of this Section 1.7 through Section 1.9 hereof, at the Effective Time, by virtue of the Merger and without any action on the part of Bekins, Buyer, Acquisition Corp. or the stockholders of any of the foregoing, the shares of the constituent corporations to the Merger shall be converted as follows:
Clause type: base-salary
 During the Employment Term, ARC shall pay Executive a base salary at the annual rate of $575,000 per year or such higher rate as may be determined from time to time by ARC in accordance with ARC’s compensation policies and practices (“Base Salary”). Such Base Salary shall be paid in accordance with ARC’s standard payroll practice for senior executives.
Clause type: interest
 It is the intention of the parties hereto that each Lender shall conform strictly to usury laws applicable to it. Accordingly, if the transactions contemplated hereby would be usurious as to any Lender under laws applicable to it (including the laws of the United States of America and the State of New York or any other jurisdiction whose laws may be mandatorily applicable to such Lender notwithstanding the other provisions of this Agreement), then, in that event, notwithstanding anything to the contrary in any of the Loan Documents or any agreement entered into in connection with or as security for the Loans, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under law applicable to any Lender that is contracted for, taken, reserved, charged or received by such Lender under any of the Loan Documents or agreements or otherwise in connection with the Loans shall under no circumstances exceed the maximum amount allowed by such applicable law, and any excess shall be canceled automatically and if theretofore paid shall be credited by such Lender on the principal amount of the Debt (or, to the extent that the principal amount of the Debt shall have been or would thereby be paid in full, refunded by such Lender to the Borrower); and (ii) in the event that the maturity of the Loans is accelerated by reason of an election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest under law applicable to any Lender may never include more than the maximum amount allowed by such applicable law, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically by such Lender as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by such Lender on the principal amount of the Debt (or, to the extent that the principal amount of the Debt shall have been or would thereby be paid in full, refunded by such Lender to the Borrower). All sums paid or agreed to be paid to any Lender for the use, forbearance or detention of sums due hereunder shall, to the extent permitted by law applicable to such Lender, be amortized, prorated, allocated and spread throughout the full term of the Loans until payment in full so that the rate or amount of interest on account of any Loans hereunder does not exceed the maximum amount allowed b...
Clause type: capitalization
 (a) The authorized capital stock of the Company as of the date of this Agreement consists of 3,500,000 shares of Common Stock, of which, as of December 15, 2016, 2,484,211 shares were issued and outstanding, 140,000 shares of Series A Preferred Stock, par value $0.01 per share, of which 105,303 shares were issued and outstanding as of September 30, 2016, and 360,000 shares of Series B Preferred Stock, of which 244,263 shares were issued and outstanding as of December 31, 2016 . All of the issued and outstanding shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and nonassessable, except as may be provided by Section 630 of the New York Business Corporation Law, and are free from preemptive rights.
Clause type: confidentiality
7.1 We will keep any information (including your account details) in your Direct Debit Request confidential. We will make reasonable efforts to keep any such information that we have about you secure and to ensure that any of our employees or agents who have access to information about you do not make any unauthorised use, modification, reproduction or disclosure of that information. 7.2 We will only disclose information that we have about you: (a) to the extent specifically required by law; or (b) for the purposes of this agreement (including disclosing information in connection with any query or claim).
Clause type: representations
and Warranties. The representations and warranties of the Company shall be true and correct, in each such case as of the date of this Agreement and as of the Effective Time as though made on the Effective Time (except that representations and warranties that speak as of a specific date shall be true and correct as of such date), provided that for purposes of determining the satisfaction of the foregoing, such representations and warranties shall be deemed true and correct if the failure or failures of such representations and warranties to be so true and correct (excluding the effect of any qualification set forth therein relating to "materiality" or a "Material Adverse Effect") have not had and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Clause type: interest
 Interest and penalties in the event of default, as provided above, are explicitly authorized by Section 399.014(d) of the PACE Act. However, in no event will the total amount of interest on the Assessment, including statutory interest payable to Local Government and Contractual Interest payable to Lender under the Financing Documents, exceed the maximum amount or rate of nonusurious interest that may be contracted for, charged, or collected under Texas law (the “usury limit”). If the total amount of interest payable to Local Government and Contractual Interest payable to Lender exceeds the usury limit, interest payable to Local Government will be reduced and any interest in excess of the usury limit will be credited to the amount payable to Local Government or refunded. This provision overrides any conflicting provisions in this Lender Contract.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, and it is not necessary that the signatures of all Parties be contained on any one counterpart hereof, each counterpart will be deemed to be an original, and all together shall constitute one and the same document.
Clause type: assignment
Neither this Agreement nor any other benefit to accrue hereunder shall be assigned or transferred by either party, either in whole or in part, without the written consent of the other party, and any purported assignment in violation hereof shall be void.
Clause type: base-salary
 During the Term, the Executive shall be compensated for the Executive’s services at an initial annual rate of base salary of four hundred fifty thousand dollars ($450,000), which may be reviewed and increased (but not decreased) on an annual basis by the Board in its sole discretion, payable in accordance with the Company’s regular payroll schedule (the “Base Salary”). All payments made to or on behalf of the Executive under the terms of this Agreement, including all payments of Base Salary and any bonuses, shall be subject to all withholding required by law (such as income and payroll taxes) and such additional withholding as may be agreed upon by the Executive.