bhaskrr/legal-clauses huggingface dataset:
Clause type: base-salary
 During the Period of Employment, the Company shall pay the Executive a base salary (the “Base Salary”) in accordance with the Company’s regular payroll practices in effect from time to time but not less frequently than monthly. The Executive’s Base Salary shall be at an annualized rate of Two Hundred Twenty Thousand Dollars ($220,000). The Board (or a committee thereof) may, in its sole discretion, increase (but not decrease) the Executive’s rate of Base Salary. The Board (or committee) shall review the Executive’s compensation annually in accordance with its established practice.
Clause type: definitions
In this Agreement, the following terms shall have the meanings set forth below:
Clause type: assignment
Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by Consultant without the express written consent of the Company.
Clause type: termination
This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Sponsor and the Depositor prior to delivery of and payment for the Notes if prior to such time (i) any change, or any development involving a prospective change, would have a material adverse effect on the general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory situation or business prospects of the GMF Companies or the Trust which, in the reasonable judgment of the Representatives, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) the Notes have been placed on credit watch or review by either of the Engaged NRSROs with negative implications; (iii) trading in securities generally on the New York Stock Exchange or the National Association of Securities Dealers National Market System shall have been suspended or limited, or minimum prices shall have been established on such exchange or market system; (iv) a banking moratorium shall have been declared by either federal or New York State authorities; (v) there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis or change in the financial markets, the effect of which is a material adverse effect on the practicality or advisability of proceeding with the completion of the sale and payment for the Notes; or (vi) any material disruption in securities settlement, payment or clearance services shall have occurred in the United States. Upon such notice being given, the parties to this Agreement shall (except for any liability arising before or in relation to such termination) be released and discharged from their respective obligations under this Agreement.
Clause type: headings
The headings contained in this Limited Guaranty are for convenience purposes only and will not in any way affect the meaning or interpretation hereof.
Clause type: base-salary
 The Executive shall receive a Base Salary at the annual rate of $90,000 during the Term of Employment, with such Base Salary payable in installments consistent with the Company's normal payroll schedule, subject to applicable withholding and other taxes. The Base Salary shall be increased upon completion of certain milestones:
Clause type: representations
and Warranties. To confirm each Lender’s understanding concerning Restricted Persons and Restricted Persons’ businesses, properties and obligations and to induce each Lender to enter into this Agreement and to extend credit hereunder, the Borrower represents and warrants to each Lender that:
Clause type: investment-company-act
 The Seller is not, and is not controlled by, an “investment company” within the meaning of, or is exempt from the registration requirement of, the 1940 Act.
Clause type: loans
 Make, or permit any Subsidiary of Borrower to make, any loans or other advances of money (other than for salary, travel advances, advances against commissions and other similar advances in the ordinary course of business) to (i) Persons other than Parent or an Affiliate, in excess of $250,000, in the aggregate outstanding at any one time during any fiscal year of the Borrower, and (ii) Parent and/or any Affiliate in excess of $500,000, in the aggregate outstanding at any one time during any fiscal year of the Borrower.
Clause type: miscellaneous
This Addendum and the exhibit hereto constitute the entire understanding of the parties to the Custodian Agreement with respect to access to the System and the Remote Access Services. This Addendum cannot be modified or altered except in a writing duly executed by each of State Street and the Customer and shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts.
Clause type: definitions
As used herein, the term “Environmental Requirements” means all applicable present and future statutes, regulations, ordinances, rules, codes, judgments, orders or other similar enactments of any Governmental Authority regulating or relating to health, safety, or environmental conditions on, under, or about the Premises or the Project, or the environment, including without limitation, the following: the Comprehensive Environmental Response, Compensation and Liability Act; the Resource Conservation and Recovery Act; and all state and local counterparts thereto, and any regulations or policies promulgated or issued thereunder. As used herein, the term “Hazardous Materials” means and includes any substance, material, waste, pollutant, or contaminant listed or defined as hazardous or toxic, or regulated by reason of its impact or potential impact on humans, animals and/or the environment under any Environmental Requirements, asbestos and petroleum, including crude oil or any fraction thereof, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas). As defined in Environmental Requirements, Tenant is and shall be deemed to be the “operator” of Tenant’s “facility” and the “owner” of all Hazardous Materials brought on the Premises by Tenant or any Tenant Party, and the wastes, by-products, or residues generated, resulting, or produced therefrom.
Clause type: termination
Executive and the Company each acknowledge that either party has the right to terminate Executive’s employment with the Company at any time for any reason whatsoever, with or without cause, pursuant to the following:
Clause type: investment-company-act
 The Company is not, and after giving effect to the offering and sale of the Securities contemplated hereunder and the application of the net proceeds from such sale as described in the Prospectus, and for so long any Buyer holds any Securities, will not be an "investment company" within the meaning of such term under the Investment Company Act of 1940 as amended (the "1940 Act"), and the rules and regulations of the SEC thereunder.
Clause type: private_equity
 M.I.T. shall have the right to participate in any subsequent offerings of equity securities of the COMPANY to the same extent and subject to the same terms and conditions as such participation rights are offered to any other investor or stockholder of the COMPANY.
Clause type: whereas
the Fund has been formed for the purposes of carrying on business as a closed-end management investment company; and
Clause type: dividends
 Acquire or retire any of its shares of capital stock, or declare or pay dividends or make any other distributions upon any of its shares of capital stock or percentage ownership interests, except dividends payable in its capital stock and dividends payable to "Subchapter S" corporation shareholders and distributions payable to LLC members in amounts sufficient to pay the shareholders' or members' income tax obligations related to the Borrower's taxable income.
Clause type: confidentiality
(a) Agent and Lenders each individually (and not jointly or jointly and severally) agree that material, non-public information regarding the Loan Parties and their Subsidiaries, their operations, assets, and existing and contemplated business plans (“Confidential Information”) shall be treated by Agent and the Lenders in a confidential manner, and shall not be disclosed by Agent and the Lenders to Persons who are not parties to this Agreement, except: (i) to attorneys for and other advisors, accountants, auditors, and consultants to any member of the Lender Group and to employees, directors and officers of any member of the Lender Group (the Persons in this clause (i), “Lender Group Representatives”) on a “need to know” basis in connection with this Agreement and the transactions contemplated hereby and on a confidential basis, (ii) to Subsidiaries and Affiliates of any member of the Lender Group (including the Bank Product Providers); provided, that any such Subsidiary or Affiliate shall have agreed to receive such information hereunder subject to the terms of this Section 17.9, (iii) as may be required by regulatory authorities so long as such authorities are informed of the confidential nature of such information, (iv) as may be required by statute, decision, or judicial or administrative order, rule, or regulation; provided, that (x) prior to any disclosure under this clause (iv), the disclosing party agrees to provide Borrowers with prior notice thereof, to the extent that it is practicable to do so and to the extent that the disclosing party is permitted to provide such prior notice to Borrowers pursuant to the terms of the applicable statute, decision, or judicial or administrative order, rule, or regulation and (y) any disclosure under this clause (iv) shall be limited to the portion of the Confidential Information as may be required by such statute, decision, or judicial or administrative order, rule, or regulation, (v) as may be agreed to in advance in writing by Borrowers, (vi) as requested or required by any Governmental Authority pursuant to any subpoena or other legal process; provided, that (x) prior to any disclosure under this clause (vi) the disclosing party agrees to provide Borrowers with prior written notice thereof, to the extent that it is practicable to do so and to the extent that the disclosing party is permitted to provide such prior written notice to Borrowers pursuant to the terms of the subpoena or other legal process and (y) ...
Clause type: board
 The Board of Directors shall mean the Board of Directors for the Bank, hereinafter, the “Board”.
Clause type: employee_benefits
 During the Employment Term, Executive shall be eligible to participate in the Company’s employee benefit plans (other than any cash bonus, stock bonus or severance plan, policy or program) in accordance with the terms of such Company employee benefit plans as in effect from time to time (collectively “Employee Benefits”) on the same basis as those benefits are generally made available to other senior executives of the Company. Executive shall be provided with six weeks of paid vacation per year.
Clause type: counterparts
This Trademark Security Agreement is a Loan Document. This Trademark Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Trademark Security Agreement. Delivery of an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Trademark Security Agreement. Any party delivering an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Trademark Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Trademark Security Agreement.
Clause type: compensation
 For the services provided and the expenses assumed by the Sub-adviser pursuant to this Agreement, the Adviser may pay the Sub-adviser an investment management fee, if any, up to, but not more than 60% of the management fee paid to the Adviser under its Advisory Agreement with the Fund.
Clause type: representations
and Warranties. 3.1 The Company represents and warrants that it is an insurance company duly organized and in good standing under the laws of its state of incorporation and that it has legally and validly established each Account as a segregated asset account under such law as of the date set forth in Schedule A.
Clause type: notices
All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if mailed by overnight courier, addressed as follows (or such other address as may hereafter be furnished to the other party by like notice):
Clause type: notices
Any notice or other communication required or permitted to be given hereunder will be in writing and will be given by prepaid first-class mail, by facsimile or other means of electronic communication or by hand-delivery as hereinafter provided. Any such notice or other communication, if mailed by prepaid first-class mail at any time other than during a general discontinuance of postal service due to strike, lockout or otherwise, will be deemed to have been received on the fourth Business Day after the post-marked date thereof, or if sent by facsimile or other means of electronic communication, will be deemed to have been received on the Business Day following the sending, or if delivered by hand will be deemed to have been received at the time it is delivered to the applicable address noted below either to the individual designated below or to an individual at such address having apparent authority to accept deliveries on behalf of the addressee. Notice of change of address will also be governed by this section. In the event of a general discontinuance of postal service due to strike, lock-out or otherwise, notices or other communications will be delivered by hand or sent by facsimile or other means of electronic communication and will be deemed to have been received in accordance with this section. Notices and other communications will be addressed as follows:
Clause type: definitions
The capitalized terms used in this Single Family Shared-Loss Agreement that are not defined in this Single Family Shared-Loss Agreement are defined in the Purchase and Assumption Agreement. In addition to the terms defined above, defined below are certain additional terms relating to loss-sharing, as used in this Single Family Shared-Loss Agreement.
Clause type: base-salary
 During the Employment Term, the Company shall pay Executive a base salary (the “Base Salary”) of $250,000.00 per annum.
Clause type: payment
 If any of the Guaranteed Obligations are not punctually paid when and as the same shall be due and payable, either by its terms or as a result of the exercise of any power to accelerate, Guarantors shall, immediately on demand and without presentment, protest, notice of protest, notice of nonpayment, notice of intent to accelerate, notice of acceleration or any other notice whatsoever (all of which are expressly waived in accordance with Section 4 hereof), pay the amount due and payable with respect to such Guaranteed Obligations to Administrative Agent, at its office as specified in the Credit Agreement. It is not necessary for Administrative Agent, in order to enforce such payment by Guarantors, first to institute suit or exhaust its remedies against Borrower or any other Person liable for the Obligations or such Guaranteed Obligations, or to enforce its rights against any security given to secure the Obligations or such Guaranteed Obligations. Administrative Agent is not required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations. No setoff, counterclaim, reduction or diminution of any obligation, or any defense of any kind which any Guarantor has or may have against Borrower or Administrative Agent, Collateral Agent or any other Secured Party shall be available hereunder to Guarantors. No payment by any Guarantor shall discharge the liability of Guarantors hereunder until the Final Discharge Date.
Clause type: payment
 Payment in respect of any vested Units shall be made in the discretion of the AE Companies in either (A) registered shares of AEI Common Stock equal to the number of Units vested or (B) a prompt lump sum cash payment equal to the result of multiplying the number of vested Units by the per share closing price of AEI Common Stock as quoted on the date the Units vest pursuant to Section 5(b)(iii) above in the NYSE Composite Transaction Listing in The Wall Street Journal.
Clause type: loans
 No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities has made a subordinated loan to any member of FINRA participating in the Offering.
Clause type: severability
If any term or provision of this Agreement is held to be invalid, illegal, incapable of being enforced by any rule of law, or public policy, or unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties hereto to the maximum extent possible. In any event, the invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible.
Clause type: grant
 Agent and/or its designees are hereby granted the right to purchase, at any time from the date of issuance of the aforementioned Preferred Stock until 5:00 P.M., Eastern Standard Time, on June 29, 2004 (the "WARRANT EXERCISE TERM"), 20,000 Shares at an exercise price (subject to adjustment as provided in Article 7 hereof) of $5.126 per share (the "INITIAL EXERCISE PRICE").
Clause type: now
THEREFORE in consideration of the foregoing Recitals and intending to be legally bound, the parties hereto agree as follows:
Clause type: entire
Agreement. This Agreement, together with any exhibits hereto, constitute the entire agreement between the parties relating to the subject matter hereof and all previous agreements or arrangements between the parties, written or oral, relating to the subject matter hereof are superseded.
Clause type: ownership_of_shares
 Seller has, and will at the Closing have, good and valid title to the Shares, subject to no liens, encumbrances, charges, equities, proxies, voting trusts, restrictions, agreements and imperfections of title. No person or entity other than Seller has, or will at the Closing have, any interest whatever in the Shares either of record or beneficially, except such interest as is created in Purchaser by virtue of this Agreement and except such beneficial ownership as may exist as a result of control of Seller which beneficial ownership will terminate at the Effective Date. At and after the Effective Date, Purchaser will have good and valid title to the Shares, in full ownership, subject to no liens, encumbrances, charges, equities, proxies, voting trusts, restrictions, agreements and imperfections of title other than those, if any, which are created by Purchaser. The certificates representing the Shares contain, and will at the Closing contain, no restrictive legend.
Clause type: counterparts
This Agreement may be executed in any number of counterparts (manually or by facsimile) each of which, when executed and delivered, shall constitute an original, but all the counterparts shall together constitute but one and the same instrument provided, however, that this Agreement shall have no force or effect until it is executed by the last party to execute the same and shall be deemed to have been executed and delivered in the place where such last party executed this Agreement.
Clause type: entire
Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the employment of the Employee by the Employer and contains all of the covenants and agreements between the parties with respect to such employment in any manner whatsoever. Any modification or termination of this Agreement will be effective only if it is in writing signed by the party to be charged.
Clause type: miscellaneous
(a) This Agreement may be executed in one or more counterparts, all of which taken together will constitute one and the same instrument.
Clause type: counterparts
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same Agreement.
Clause type: foreign_investors
 If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), then Investor has satisfied itself with respect to compliance with the laws of its jurisdiction in connection with the transactions contemplated by the Applicable Agreements, including (i) the legal requirements for the acquisition of the Securities, (ii) any foreign exchange restrictions applicable to such acquisition, (iii) any required governmental or other consents, and (iv) the tax consequences of the acquisition and/or subsequent disposition of the Securities. Neither Arcadia’s issuance nor Investor’s ownership of the Securities will violate any applicable securities or other laws of Investor’s jurisdiction.
Clause type: base-salary
 From the Effective Date, the Executive shall be entitled to receive a base salary ("BASE SALARY") at a rate of $185,000 per annum, payable in arrears in equal installments not less frequently than monthly in accordance with the Company's payroll practices, with such annual increases as may be provided in accordance with Section 2.2. Once increased, such higher amount shall constitute the Executive's annual Base Salary.
Clause type: payment
 Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Latham & Watkins LLP, 355 South Grand Avenue, Los Angeles CA 90071-1560, or at such other place as shall be agreed upon by the Underwriter and the Company, at 10:00 a.m. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriter, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Underwriter and the Company, on each Date of Delivery as specified in the notice from the Underwriter to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Underwriter for account of the Underwriter of certificates for the Securities to be purchased by it.