bhaskrr/legal-clauses huggingface dataset:
Clause type: esop
 Employee shall cease participating in the Company’s Employee Stock Ownership Plan as of May 31, 2005, and shall be entitled to the benefits payable to her in accordance with the terms of such plan. As soon as practicable after January 15, 2006, the Company shall determine the portion of the contribution made or to be made by the Bank to the ESOP for the calendar year 2005 that would have been allocated to Employee’s account under the ESOP for 2005 had Employee remained employed by the Bank through January 15, 2006.
Clause type: notices
All notices, demands and other communications to any party hereunder shall be in writing (including telecopier or similar writing) and shall be given to such party at its address set forth on the signature pages hereof, or such other address as such party may hereafter specify for the purpose to the other parties. Each such notice, demand or other communication shall be effective (i) if given by telecopy, when such telecopy is transmitted to the telecopy number specified on the signature page hereof, (ii) if given by mail, four days after such communication is deposited in the mail with first class postage prepaid, addressed as aforesaid or (iii) if given by any other means, when delivered at the address specified in or pursuant to this Section.
Clause type: miscellaneous
The initial term of the Transfer Agency Agreement with respect to the Fund shall continue, unless sooner terminated in accordance with the Transfer Agency Agreement, until March 31, 2008. Except to the extent supplemented hereby, the Transfer Agency Agreement, as amended to date, shall remain unchanged and in full force and effect, and is hereby ratified and confirmed in all respects as supplemented hereby.
Clause type: definitions
For all purposes of this Indenture and of any indenture supplemental hereto, except as otherwise expressly provided or unless the context otherwise requires:
Clause type: now
THEREFORE in consideration of the terms and conditions hereinafter set forth, it is agreed as follows:
Clause type: whereas
Borrower, Guarantors, the lenders from time to time party thereto (the “Lenders”), the Swingline Lender, the L/C Lender, Administrative Agent and Collateral Agent entered into that certain Credit Agreement, dated as of October 30, 2013 (as amended by that certain First Amendment and Incremental Joinder Agreement, dated as of April 28, 2015 (as amended by that certain First Amendment to First Amendment and Incremental Joinder Agreement, effective as of August 3, 2015, by and between Borrower and Administrative Agent), and as further amended, restated, amended and restated, supplemented or otherwise modified and in effect immediately prior to the effectiveness of this Agreement, the “Credit Agreement”);
Clause type: conversion_of_shares
 Each issued and outstanding share of Company Common Stock, other than Shares to be canceled in accordance with Section 2.1(b) and Dissenting Shares, shall be converted into the right to receive the Merger Consideration in cash, without interest, payable to the holder thereof upon surrender of the certificate formerly representing such share of Company Common Stock in the manner provided in Section 2.2. All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with Section 2.2, without interest.
Clause type: investments
 The Company will not, and will not permit any of its Subsidiaries to, make or permit to remain outstanding any advances, loans or other extensions of credit or capital contributions (other than prepaid expenses in the ordinary course of business) to (by means of transfers of property or assets or otherwise), or purchase or own any stocks, bonds, notes, debentures or other securities of, any Person (all such transactions being herein called "INVESTMENTS"), except: (i) operating deposit accounts; (ii) Liquid Investments; (iii) subject to Section 9.13 hereof, Investments in accounts and notes receivable acquired in the ordinary course of business as presently conducted; (iv) Investments existing on the Closing Date in Subsidiaries or joint ventures, and Investments after the Closing Date by First Colonial Insurance Company, a wholly-owned Subsidiary of the Company, in the ordinary course of its business; (v) Investments not otherwise permitted by the foregoing clauses of this Section 9.12 in Subsidiaries of the Company and in Persons which become Subsidiaries of the Company as the result of such Investments; (vi) Investments not otherwise permitted by the foregoing clauses of this Section 9.12 in joint ventures in an aggregate amount not to exceed $25,000,000; and (vii) Investments not otherwise permitted by the foregoing clauses of this Section 9.12 in an aggregate amount not to exceed $5,000,000.
Clause type: base-salary
 During each Annual Period of the Employment Term, Intervoice shall pay to the Executive for his services under this Agreement an annual base salary (“Base Salary”). The Base Salary on the effective date of this Agreement shall be at least $395,000.00. The Base Salary is subject to adjustment at the discretion of the Board, but in no event shall Intervoice pay the Executive a Base Salary less than that set forth above. The Base Salary shall be payable in installments in accordance with the general payroll practices of Intervoice, or as otherwise mutually agreed upon.
Clause type: payment
 The JBE will pay each correct, itemized invoice received from Contractor after acceptance of the applicable Goods, Services, or Deliverables, in accordance with the terms of this Agreement and the applicable Participating Addendum. Notwithstanding any provision to the contrary, payments to Contractor are contingent upon the timely and satisfactory performance of Contractor’s obligations.
Clause type: financing
 (a) Purchaser and Purchaser Parent each shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain and to consummate the Financing (or any Alternative Financing) on the terms and conditions described in the Commitment Letter (including the flex provisions related thereto), subject to any amendments or modifications thereto permitted by Section 6.13(b), including using its reasonable best efforts to (i) maintain in effect the Commitment Letter, (ii) negotiate and enter into definitive agreements with respect to the Financing on the terms and conditions (including the flex provisions) contained in the Commitment Letter, subject to any amendments or modifications thereto permitted by Section 6.13(b), (iii) satisfy on a timely basis all conditions applicable to Purchaser or its Affiliates contained in the Commitment Letter, including the payment of any commitment, engagement or placement fees required as a condition to the Financing and due and payable by Purchaser or its Affiliates, (iv) upon the satisfaction or waiver of such conditions, consummate the Financing on or prior to the Closing Date, including by drawing on any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection with the Financing, and (vi) comply with its obligations under the Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion of the Financing reasonably unlikely to occur in the manner or from the sources contemplated in the Commitment Letter, Purchaser shall promptly (and in any event within two (2) Business Days) notify Abbott and Seller and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates than the terms and conditions set forth in the Commitment Letter and that would not have any of the effects prohibited pursuant to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). Purchaser shall (A) give Abbott and Seller prompt oral and written notice of (1) any breach or default by Purchaser or its Affiliates of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default...
Clause type: headings
The headings preceding each paragraph herein are inserted merely as a matter of convenience, and shall not be deemed to be a part of the Lease terms.
Clause type: confidentiality
Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any Governmental Authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies under this Agreement or any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (1) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (2) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) on a confidential basis to (1) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided for herein or (2) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the credit facilities provided for herein, (h) with the consent of the Borrower or (i) to the extent such Information (1) becomes publicly available other than as a result of a breach of this Section or (2) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower and other than information pertaining to this Agreement routinely provided by arrangers to data ...
Clause type: interest
 (a) If the LHIN provides the Funding to the HSP prior to the HSP’s immediate need for the Funding, the HSP shall place the Funding in an interest bearing account in the name of the HSP at a Canadian financial institution.
Clause type: definitions
All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
Clause type: entire
Agreement. This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. Subject to Section 10.4, this Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.
Clause type: representations
and Warranties. Each Obligor hereby represents and warrants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, that:
Clause type: grant_of_option
 The Company hereby grants to the Participant the right and option to purchase all or any part of an aggregate of Shares, on the terms and conditions and subject to all the limitations set forth herein, under United States securities and tax laws, and in the Plan, which is incorporated herein by reference. The Participant acknowledges receipt of a copy of the Plan.
Clause type: ownership_of_shares
 Such Minority Share Seller is the holder and beneficial owner of the Shares as set out in Exhibit "B" hereto and there are no Liens or claims of any person affecting such shares.
Clause type: termination
This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Effective Time:
Clause type: taxes
 (a) Except as required by Applicable Law, all payments made by the Borrower under this Loan Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income taxes, or Other Taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net or overall gross income taxes or net or overall gross profit taxes, franchise taxes (imposed in lieu of net or overall gross income taxes), capital taxes and branch profit taxes imposed on the Lender as a result of a present or former connection between the Lender and the jurisdiction of the Governmental Authority imposing such Tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Lender’s having executed, delivered or performed its obligations or received a payment under, or enforced, this Loan Agreement or any other Loan Document). If any such non-excluded Taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) or any Other Taxes are required to be withheld from any amounts payable to the Lender hereunder, the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Loan Agreement or any other Loan Document.
Clause type: ownership_of_shares
 (a) The Shares constitute the whole of the issued share capital of the Target Companies and are fully paid up.
Clause type: assignment
Seller may assign all or any part of its rights, interests or obligations hereunder. Buyer may not assign its rights or interests hereunder or delegate its duties hereunder without the prior written consent of Seller; provided, however, that Buyer (Triple Net Properties, LLC) may assign its rights and interests to an affiliated entity which is directly or indirectly wholly owned by Buyer (Triple Net Properties, LLC) or which is under common control with Buyer (Triple Net Properties, LLC) or is managed by Buyer (Triple Net Properties, LLC) provided that notice of such assignment shall be furnished in writing to Seller at least five (5) business days prior to the date of Closing, accompanied by copies of the assignment and assumption documentation, pursuant to which (i) the assignee shall assume in writing all representations, warranties, covenants, assignments and other obligations of “Buyer” hereunder for the benefit of Seller, its successors and assigns (and such assumption shall contain representations and warranties as to the assignee similar to those set forth in Section 3.1 hereof as to the assignor, and shall be delivered to Seller with the notice of assignment) and (ii) Buyer (Triple Net Properties, LLC) shall not be released from any liability hereunder on account of such assignment, but shall be and shall remain co-maker and co-obligor with the assignee, jointly and severally, in all respects concerning the representations, warranties, covenants, agreements and other obligations of “Buyer” under or in connection with this Agreement, including, but not limited to, the obligations under Section 1.3 hereof and the other obligations that survive Closing hereunder. In the event Buyer elects to assign its rights hereunder after the date upon which Seller shall have delivered certain third party documents (including, but not limited to, the LCRA Estoppel Certificate, Estoppel Certificates and SNAs) for signature, Buyer agrees that Seller shall have no obligation to have such documents reissued or re-executed and Buyer shall have no right to delay Closing or terminate this Agreement if Seller delivers said documents bearing the name of Buyer (Triple Net Properties, LLC).
Clause type: severability
Should any term or provision of this Agreement be held invalid or unenforceable in any respect, the remaining terms and provisions shall not be affected and this Agreement shall be construed as if the invalid or unenforceable term or provision had never been included.
Clause type: payment
 9.1. The Judicial Council will endeavor to pay invoices within sixty (60) days after receipt of a correct, itemized invoice. In no event shall the Judicial Council be liable for interest or late charges for any late payments.
Clause type: employee_benefits
 Executive shall receive all group insurance and retirement plan benefits and any other benefits on the same basis as are available to other senior executives of the Company under the personnel policies in effect from time-to-time. Executive shall receive all other such fringe benefits as the Company and the Employer may offer to other senior executives under personnel policies in effect from time-to-time, such as health and disability insurance coverage, paid sick leave and financial planning/tax services.
Clause type: now
THEREFORE in consideration of the mutual covenants and agreements set forth in this Agreement, the Company and the Employee hereby agree as follows:
Clause type: termination
This Agreement may be terminated prior to the Closing as follows: (i) at any time on or prior to the Closing, by mutual written consent of the Selling Shareholder and Regeneron or (ii) at the election of the Selling Shareholder or Regeneron by written notice to the other party hereto after 5:00 p.m., New York time, on June 5, 2020, if the Closing shall not have occurred, unless such date is extended by the mutual written consent of the Selling Shareholder and Regeneron; provided, however, that the right to terminate this Agreement pursuant to this clause (ii) shall not be available to a party whose failure or whose subsidiaries’ or affiliate’s failure to perform or observe in any material respect any of its obligations under this Agreement in any manner shall have been the principal cause of or resulted in the failure of the Closing to occur on or before such date.
Clause type: termination
Executive’s employment shall be terminated at the earliest to occur of the following: (i) the end of the Term; (ii) the date on which the Board delivers written notice that Executive is being terminated for “Disability” (as defined below); or (iii) the date of Executive’s death. In addition, Executive’s employment may be earlier terminated (1) by the Company for “Cause” (as defined below), effective on the date on which a written notice to such effect is delivered to Executive; (2) by the Company at any time without Cause, effective on the date on which a written notice to such effect is delivered to Executive or such other date as is reasonably designated by the Company; (3) by Executive for “Good Reason” (as defined below), effective thirty-one (31) days following the date on which a written notice to such effect is delivered to the Company; or (4) by Executive without Good Reason at any time, effective thirty-one (31) days following the date on which a written notice to such effect is delivered to the Company.
Clause type: now
THEREFORE in consideration of the promises and mutual covenants herein contained, it is agreed among the Adviser, the Sub-Adviser and the Trust as follows:
Clause type: representations
and Warranties. Borrower represents and warrants to Lender as follows as of the date of this Loan Agreement:
Clause type: now
THEREFORE in consideration of the premises and promises hereinafter set forth and intending to be legally bound hereby, the parties hereto agree as follows:
Clause type: counterparts
This agreement may be executed in multiple counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts, taken together, shall constitute one and the same agreement.
Clause type: assignment
This Agreement shall not be assignable by Executive, and shall be assignable by Company only to an Affiliate or to any person or entity that becomes a successor in interest (by purchase of assets or shares, or by merger, or otherwise) to Company in the business or a portion of the business presently operated by Company. Subject to the foregoing, this Agreement and the rights and obligations set forth herein shall inure to the benefit of, and be binding upon, the parties hereto and each of their respective permitted successors, assigns, heirs, executors and administrators. An assignment by Company permitted under this Section 6.7 shall not itself constitute a termination of Executive's employment hereunder.
Clause type: assignment
Neither this Agreement nor any rights of the Purchaser or the Company hereunder may be assigned by either party to any other person. Notwithstanding the foregoing, (a) the provisions of this Agreement shall inure to the benefit of, and be enforceable by, any transferee of any of the Common Stock purchased by the Purchaser pursuant to the Purchase Agreement other than through open-market sales, and (b) upon the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed in the case of an assignment to an affiliate of the Purchaser, the Purchaser's interest in this Agreement may be assigned at any time, in whole or in part, to any other person or entity (including any affiliate of the Purchaser) who agrees to be bound hereby.
Clause type: ownership_of_shares
 Each Selling Shareholder is the sole record and beneficial owner of the issued and outstanding shares of capital stock of Catalina set forth on Schedule 5.2 hereof and has good and marketable title to all of the shares of Common Stock on the date hereof, free and clear of any and all Liens, voting trusts, shareholder agreements, or rights of any kind whatsoever granting to any person or entity any interest in or the right to purchase or otherwise acquire any of the shares of Common Stock from the Selling Shareholder at any time or upon the happening of any stated event.
Clause type: compensation
 The compensation of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving a salary by reason of the fact that the officer is also a Shareholder or a Director of the Corporation, or both.
Clause type: taxes
 The Borrower and each of its Subsidiaries have filed all tax returns (federal, state, and local) required to be filed and have paid all taxes, assessments, and governmental charges and levies thereon to be due, including interest and penalties.
Clause type: investment-company-act
 No Obligor is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.
Clause type: conversion_of_shares
 All of the shares of Acquiror issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding after the Effective Time and shall be unaffected by the Merger. The manner and basis of converting the Seller Common Stock upon consummation of the Merger shall be as follows: