bhaskrr/legal-clauses huggingface dataset:
Clause type: payment
 6.1 The Author agrees and acknowledges that the Author will receive no payment from the Publisher for use of the Article or the licenses granted in this Agreement. The Publisher will publish the Article and will provide the Author with free e-reprints of the Article as per its normal policy. The Author will have the opportunity to order additional e-reprints at the Author’s expense before the issues containing the Article goes to press.
Clause type: compensation
 For all services rendered and to be rendered hereunder, the Company agrees to pay to the Employee, and the Employee agrees to accept a base salary of $275,000.00 per annum. Any such salary shall be payable in equal biweekly installments and shall be subject to such deductions or withholdings as the Company is required to make pursuant to law, or by further agreement with the Employee. The Board of Directors may adjust the Employee’s compensation from time to time in its sole and complete discretion.
Clause type: investments
 The Facility Agent may invest any and all moneys held in the Debt Service Reserve Account in the name of, or under the control of, the Facility Agent in short term cash deposits at the Deposit Bank and upon such terms as the Facility Agent may think fit. If the rating of the Deposit Bank falls below P-1 from Moody’s or A-1 from S&P, the Facility Agent must promptly remove the deposits placed under this Clause 12.11 from the Deposit Bank and invest the relevant deposits at any bank or institution with a rating of not less than P-1 from Moody’s or A-1 from S&P, selected by the Facility Agent and approved by the Owner and the Majority Lenders. Notwithstanding any investment in accordance with this Clause 12.11, all moneys paid into the Debt Service Reserve Account shall at all times be charged to the benefit of the Secured Parties. During the term of the Facility, no sum may be withdrawn from any of the Accounts (except in accordance with this Clause 12) without the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders).
Clause type: headings
Headings in the Agreement are for purposes of reference only and will not limit or otherwise affect the meaning hereof.
Clause type: severability
The provisions hereof are severable and in the event that any provision of this Agreement shall be determined to be invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions hereof shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect, and any invalid or unenforceable provision shall be deemed, without further action on the part of the parties hereto, amended and limited to the extent necessary to render the same valid and enforceable.
Clause type: now
THEREFORE in consideration of the mutual promises and covenants set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
Clause type: termination
This Agreement may be terminated at any time without payment of any penalty (i) by the Board, or by a vote of a majority of the outstanding voting securities of the Trust, upon 60 days’ prior written notice to the Adviser and the Subadviser, (ii) by the Subadviser upon 60 days’ prior written notice to the Adviser and the Trust, or (iii) by the Adviser upon 60 days’ written notice to the Subadviser. This Agreement may also be terminated, without the payment of any penalty, by the Adviser or the Board immediately (i) upon the material breach by the Subadviser of this Agreement or (ii) at the terminating party’s discretion, if the Subadviser or any officer, director or key portfolio manager of the Subadviser is accused in any regulatory, self-regulatory or judicial investigation or proceeding as having violated the federal securities laws or engaged in criminal conduct. This Agreement may also be terminated, without the payment of any penalty, by the Subadviser immediately (i) upon the material breach by the Adviser of this Agreement or (ii) at the discretion of the Subadviser, if the Adviser or any officer or director of the Adviser is accused in any regulatory, self-regulatory or judicial investigation or proceeding as having violated the federal securities laws or engaged in criminal conduct. This Agreement shall terminate automatically and immediately upon termination of the Advisory Agreement. This Agreement shall terminate automatically and immediately in the event of its assignment, as such term is defined in and interpreted under the terms of the 1940 Act and the rules promulgated thereunder.
Clause type: base-salary
 During the Period of Employment, the Company will pay the Executive a base salary at an annual rate equal to one million dollars ($1,000,000.00) effective on the Effective Date, subject to such annual increases as the Company’s Board of Directors’ Compensation Committee (the “Committee”) deems appropriate in its sole discretion (“Base Salary”). Base Salary will be payable according to the customary payroll practices of the Company.
Clause type: employee_benefits
 (a) Schedule 2.16(a) contains a complete and accurate list of all Employee Benefit Plans (as defined below) maintained, or contributed to, by the Business Subsidiary (the “Business Subsidiary Benefit Plans”) or, with respect to the Business, any Seller or any ERISA Affiliate (as defined below) for the benefit of the Business Employees (and their beneficiaries) (together with the Business Subsidiary Benefit Plans, the “Business Benefit Plans”). For purposes of this Agreement, “Employee Benefit Plan” means (i) any “employee pension benefit plan” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) other than a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) (a “Multiemployer Plan”), (ii) any “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and (iii) any other written or oral plan, agreement or arrangement involving compensation, including without limitation insurance coverage, retirement, saving, health, severance benefits, disability benefits, life insurance, deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation, or fringe benefits. For purposes of this Agreement, “ERISA Affiliate” means any entity which is a member of (i) a controlled group of corporations (as defined in Section 414(b) of the Code), (ii) a group of trades or businesses under common control (as defined in Section 414(c) of the Code), or (iii) an affiliated service group (as defined under Section 414(m) of the Code or the regulations under Section 414(o) of the Code), any of which includes the Business Subsidiary or any Seller. Complete and accurate copies of all Business Benefit Plans and all material related trust agreements, insurance contracts and summary plan descriptions have been made available to the Buyer.
Clause type: severability
If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future laws, then and in that event, it is the intention of the parties hereto that the remainder of this Lease shall not be affected thereby. It is also the intention of the parties to this Lease that in lieu of each clause or provision of this Lease that is illegal, invalid or unenforceable, there be added, as a part of this Lease, a clause or provision as similar in effect to such illegal, invalid or unenforceable clause or provision as shall be legal, valid and enforceable.
Clause type: whereas
as provided under the Credit Agreement, the Assignor has a Commitment to make Committed Loans to the Borrower in an aggregate principal amount at any time outstanding not to exceed $__________;
Clause type: compensation
 In consideration for the Sub-Adviser’s services hereunder, with respect to each Term Year (as defined below), the Adviser shall pay the Sub-Adviser the fee described below, payable quarterly in arrears (within 10 days of when fees are paid to the Adviser):
Clause type: definitions
The following terms used in this Agreement shall have the meanings set forth below:
Clause type: investments
 The Borrower and its Subsidiaries have made no material investments in, advances to or Guaranties of the obligations of any corporation, individual or other entity except those disclosed in the unaudited statements referred to in Section 2.3 above and the Permitted Investments.
Clause type: ownership_of_shares
 Such Stockholder is the record and Beneficial Owner of such Stockholder's Existing Shares. On the date hereof, such Stockholder's Existing Shares constitute all of the shares of Common Stock owned of record or Beneficially Owned by such Stockholder. Such Stockholder has sole voting power and sole power of disposition with respect to all of such Stockholder's Existing Shares.
Clause type: severability
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
Clause type: grant_of_option
 Subject to the terms and conditions hereinafter set forth, Optionor hereby gives and grants to Optionee the right and option to purchase theretofore authorized but unissued common shares of Optionor at such time and for the purchase price specified below.
Clause type: base-salary
 For all services to be rendered by Executive under this Agreement, the Company agrees to pay Executive an annual base salary (“Base Salary”) of $250,000 (subject to adjustment upward as recommended by the Compensation Committee of the Board (the “Compensation Committee”)), less deductions required by law, payable in accordance with the normal payroll practices of the Company.
Clause type: miscellaneous
(a) Capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings assigned to such terms in the Merger Agreement.
Clause type: ownership_of_shares
 Seller is the record and beneficial owner of the Shares, free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Shares). Neither Parent nor Seller owns any equity securities of the Company or any Subsidiary other than the Shares, except for 783,400 shares underlying restricted stock units (“RSUs”) granted to current and former employees of Parent.”
Clause type: headings
Headings of the Sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. All references in this Agreement to Sections are to Sections of this Agreement unless otherwise stated.
Clause type: vesting
 All six thousand four hundred eighty-seven (6,487) Restricted Shares granted hereunder shall be fully vested in the Recipient on the Grant Date.
Clause type: governing
Law. This Agreement will be governed by the laws of the State of California (with the exception of its conflict of laws provisions).
Clause type: loans
 2.1 Loans made by Bank to Borrower pursuant to this Agreement shall be evidenced by notes or other instruments issued or made by Borrower to Bank. Except as otherwise provided in this Agreement or in any notes executed and delivered by Borrower to Bank in connection herewith, the principal portion of Borrower's Liabilities shall be payable by Borrower to Bank on the maturity date(s) described in any such note(s) or other instruments evidencing Borrower's Liabilities (as the same may be amended, renewed or replaced) and all costs, fees and expenses payable hereunder or under the Other Agreements, shall be payable by Borrower to the Bank on demand, in either case at Bank's principal place of business or such other place as Bank shall specify in writing to Borrower.
Clause type: capitalization
 (a) The authorized capital of the Purchaser consists of 150,000,000 Purchaser Shares. As of December 8, 2008, (i) 56,120,785 Purchaser Shares were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) 2,834,917 Purchaser Shares were issuable upon the exercise of share options granted pursuant to the Purchaser’s 2007 Share Incentive Plan and 1999 Stock Plan, respectively (the “Purchaser Options”) and (iii) 149,400 restricted share units of the Purchaser were outstanding under the Purchaser’s 2007 Share Incentive Plan (the “Restricted Share Units”) and (iv) 3,838,697 Purchaser Shares are issuable upon the conversion of the Purchaser Note. None of the issued and outstanding Purchaser Shares were issued in violation of any preemptive rights. Except for the Purchaser Note, the Purchaser Options, the Restricted Share Units, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Purchaser Shares or obligating the Purchaser to issue or sell any Purchaser Shares, or any other interest in, the Purchaser. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Purchaser Shares constitute all of the issued and outstanding share capital of the Purchaser. Upon consummation of the transactions contemplated by this Agreement, the Purchaser Shares issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable and free of any Encumbrances. Except for the Lock-Up Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Purchaser Shares.
Clause type: interest
 BFS Bankorp, Inc., a Delaware corporation (the "Company"), promises to pay interest on the principal amount of this Debenture as it accrues from the date of issuance for each monthly period. Each monthly period shall commence on the first day of each month, except as to the monthly period during which the Debenture is issued (in which event interest shall accrue beginning with the date of issuance for such month), and shall end on and include the day preceding the first day of the next month, at a rate per annum on the principal amount of this Debenture equal to the Applicable Rate (as defined below). Interest on the Debenture shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance of the Debenture. The Company shall pay interest, to the extent permitted by law (including post-petition interest in any proceeding under any Bankruptcy Law), on overdue installments of interest, and on overdue princpal, at the Default Rate (as defined below). Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Applicable Rate shall be that rate which is equal to the sum of (i) the Prime Rate, as quoted in the Wall Street Journal (the "Prime Rate") and (ii) 2%. The Default Rate shall be that rate which is equal the sum of (i) the Prime Rate and (ii) 5%. The Applicable Rate, or the Default Rate, if applicable, shall be calculated as of the first business day of each monthly period, except as to the monthly period during which the Debenture is initially issued, in which event, the Applicable Rate shall be calculated as of the date of issuance.
Clause type: compensation
 As compensation for the services rendered by Chase during the term of this Agreement, the Fund will pay to Chase, in addition to reimbursement of its out-of-pocket expenses, monthly fees as outlined in Exhibit A.
Clause type: headings
Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.
Clause type: counterparts
This Agreement may be executed on separate counterparts, each of which will be deemed an original, which counterparts may be delivered to the other party hereto by facsimile transmission, and all of which taken together will constitute one and the same instrument.
Clause type: representations
and Warranties. The Borrower represents and warrants to the Lenders that the representations and warranties set forth in Article III of the Credit Agreement (as amended hereby) are true and complete on the date hereof as if made on and as of the date hereof (or, if such representation or warranty is expressly stated to be made as of a specific date, as of such specific date) and as if each reference in said Article III to "this Agreement" included reference to this Amendment No. 2.
Clause type: payment
 For so long as the Fiscal Agent is acting as a Paying Agent hereunder, the Issuer, subject to the Payment Restrictions, shall provide to the Fiscal Agent, in immediately available funds on or prior to 10:00 a.m., New York time, on each date on which a payment of principal of or any interest on the Securities shall be scheduled, as set forth in the text of the Securities, such amount, in U.S. dollars, as is necessary to make such payment, and the Issuer hereby authorizes and directs the Fiscal Agent from funds so provided to it to make or cause to be made payment of the principal of and any interest, as the case may be, on the Securities in the manner, at the times and for the purposes set forth herein and in the text of said Securities; provided that (1) any permitted payment of interest on the Securities may be made by check mailed to the persons (the "registered owners") in whose names such Securities are registered on the register maintained pursuant to Section 6 hereof at the close of business on the record dates designated in the text of the Securities and (2) the Issuer will not provide any such funds to the Fiscal Agent prior to such time as the relevant payment of principal or interest is approved by the Superintendent of Insurance of the State of New York (the "Superintendent"). Permitted payments of principal of or any interest on the Securities may be made, in the case of a registered owner of at least $5,000,000 aggregate principal amount of Securities, by wire transfer to an account maintained by the payee with a bank as specified in the text of the Securities if such registered owner so elects by giving notice to the Fiscal Agent, not less than 15 days (or such fewer days as the Fiscal Agent may accept at its discretion) prior to the date on which such payments are scheduled to be made, of such election and of the account to which payment is to be made. Unless such designation is revoked, any such designation made by such holder with respect to such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such holder. The Issuer shall pay any reasonable administrative costs in connection with making any such payments. The Fiscal Agent shall arrange directly with any other Paying Agent who may have been appointed by the Issuer pursuant to the provisions of Section 2 hereof for the payment, subject to the Payment Restrictions, from funds so paid by the Issuer of the principal of and any in...
Clause type: severability
If there is a conflict between any provision of this Agreement and any statute, regulation, or judicial precedent, the latter shall prevail, but the affected provisions of this Agreement shall be curtailed and limited solely to the extent necessary to bring them within the requirements of law. If any provisions of this Agreement is held by a court of competent jurisdiction to be indefinite, invalid, void or voidable, or otherwise unenforceable, the remainder of this Agreement shall continue in full force and effect unless that would clearly be contrary to the intentions of the parties or would result in an injustice.
Clause type: compensation
 The Firm will pay the Financial Intermediary an annual fee (the “Service Payment”) for its services in connection with the Shares beneficially owned by its Customers. The Service Payment will be calculated daily and paid monthly by the Firm, and will not exceed the annual rate of 0.10% of the average daily net asset value of the Shares held by the Financial Intermediary for its Customers. For purposes of calculating the fee payable to the Financial Intermediary, the average daily net asset value of the Shares will be calculated in accordance with the procedure set forth in the Trust’s then current Prospectus and Statement of Additional Information. The Financial Intermediary agrees that no trustee, officer or shareholder of the Trust (or any of its series) shall be liable for the performance of the Firm’s obligations hereunder or for the Service Payment.
Clause type: capitalization
 The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Description of capital stock”; all the outstanding shares of capital stock of the Company (including the Shares to be sold by the Selling Stockholders) have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights that have not been effectively waived or satisfied; except as described in or expressly contemplated by the Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock of the Company conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and all the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly and validly authorized and issued, are fully paid and non-assessable (except, in the case of any foreign subsidiary, for directors’ qualifying shares) and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party, except for those under the Restated Term Loan Credit Facility and Restated Revolving Credit Facility (each as defined in the Prospectus) as described in the Registration Statement, the Pricing Disclosure Package and Prospectus (together the “Credit Agreements”).
Clause type: taxes
 If any transfer or documentary taxes, assessments or charges levied by any governmental authority shall be payable by reason of the execution, delivery or recording of this Guaranty, Guarantor shall pay all such taxes, assessments and charges, including interest and penalties, and hereby indemnifies Vicis against any liability therefor.