bhaskrr/legal-clauses huggingface dataset:
Clause type: assignment
This Agreement shall not be assigned by any party without the prior written consent of the other party; provided, however, that Buyer may assign this Agreement to any Affiliate of Buyer but only if Buyer shall remain liable for its obligations hereunder, and Buyer and Seller may assign this Agreement to any acquirer of all or substantially all of its business assets or any successor entity upon the occurrence of a merger, consolidation or other reorganization, in each case provided that the assignee confirms and acknowledges the obligations of Buyer or Seller, as the case may be, under this Agreement and the Collateral Documents. Any attempted assignment in contravention with the foregoing shall be void. This Agreement shall be binding on and inure to the benefit of the parties hereto, their successors and any permitted assigns.
Clause type: ownership_of_shares
 Neither Parent nor either of the Merger Subs is, or at any time during the last three (3) years has been, an “interested stockholder” of the Company within the meaning of Section 203 of the DGCL. Prior to and as of the date of this Agreement, neither Parent nor either of the Merger Subs has taken, or authorized any Representative of Parent or either of the Merger Subs to take, or has knowledge that any Representative of Parent or either of the Merger Subs has taken, any action that would cause either Parent or either the Merger Subs to be deemed an “interested stockholder” within the meaning of Section 203 of the DGCL. Neither Parent nor either of the Merger Subs nor any of their affiliates or associates (as defined in Section 203 of the DGCL) owns (within the meaning of Section 203 of the DGCL) any Company Common Stock or other Company Securities or holds any rights to acquire any Company Common Stock or other Company Securities, except pursuant to this Agreement.
Clause type: loans
 (a) Each loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) payable to Company or any of its Subsidiaries (i) is evidenced by Loan Documentation that is true, genuine and what it purports to be and (ii) represents the valid and legally binding obligation of the obligor, maker, co-maker, guarantor, endorser or debtor (such person referred to as an “Obligor”) thereunder, and is enforceable against the Obligor in accordance with its terms, subject to the Enforceability Exceptions.
Clause type: interest
 (a) The Borrower shall pay interest on the unpaid principal amount of each Loan from the date thereof until the principal amount thereof shall be paid in full, at the following rates per annum:
Clause type: dividends
 Dividends on Restricted Shares shall be paid immediately to the Grantee.
Clause type: investment-company-act
 The Company is not an “Investment Company” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Company is not directly or indirectly controlled by or acting on behalf of any person that is an “Investment Company” within the meaning of the Investment Company Act.
Clause type: termination
17.1. City shall have the right to terminate this Agreement for any reason on five calendar days’ written notice to Consultant. Consultant shall have the right to terminate this Agreement for any reason on sixty calendar days’ written notice to City. Consultant agrees to cease all work under this Agreement on or before the effective date of any notice of termination. All City data, documents, objects, materials or other tangible things shall be returned to City upon the termination or expiration of this Agreement.
Clause type: taxes
 The Company, the Tenant and the Subsidiaries have filed all Tax Returns that are required to have been filed in any jurisdiction and sent all Tax Returns to any party as required under applicable law or regulation, and have paid all Taxes shown to be due and payable on such returns and all other Taxes to the extent such Taxes have become due and payable and before they have become delinquent, except for any Taxes (i) the amount of which is not individually or in the aggregate Material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company, the Tenant or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. Neither the Company nor the Tenant knows of any basis for any Tax that could reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company, the Tenant and the Subsidiaries in respect of Taxes for all fiscal periods are adequate. Each of the Company and the Tenant is properly treated as a partnership for, and is not taxable as, a corporation for Federal income tax purposes.
Clause type: grant
 The Company hereby grants, to the Note Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of the Company, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of the Company, except as provided in Section 2.2. The grant of a security interest in the Collateral shall be, and is intended by the parties hereto to be, effective and respected in any liquidation or wind-up proceeding of the Company. The term “Collateral” means all right, title and interest of the Company in the following property (wherever located) whether now owned or at any time hereafter acquired by the Company or in which the Company now has or at any time in the future may acquire any right, title or interest, (but excluding the Excluded Assets):
Clause type: compensation
 As compensation for the foregoing services, the Company will pay EBC a cash fee, based on the “Total Consideration” paid by the Company in the Business Combination, equal to 1% of the Total Consideration; provided, however, that the maximum fee to be paid to EBC shall be $300,000. The phrase “Total Consideration” for the purpose of this Agreement, shall mean the total value of the securities (valued as determined in the applicable agreement governing the terms of the Business Combination or, if not so valued, at market on the day of closing, or if there is no public market, valued as set forth herein for other property), cash and assets and property or other benefits exchanged by the Company or received by the Company or its securityholders as consideration as a result of or arising out of the Business Combination, irrespective of the period of payment or terms (all valued at fair market present value as agreed or, if not, by an independent appraiser selected by EBC in good faith).
Clause type: governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles of conflicts or choice of laws thereof.
Clause type: definitions
Except as otherwise specified herein, the following terms have the respective meanings set forth below for all purposes of this Indenture and the definitions of such terms are equally applicable to both the singular and plural forms of such terms and to each gender. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Sale and Servicing Agreement or, if not defined therein, in the Trust Agreement.
Clause type: notices
Any notice, consent, waiver, direction or other communication required or permitted to be given under this Agreement by a party shall be in writing and shall be given by delivery, or by facsimile transmission or by delivery addressed to the party to which the notice is to be given at its address for service herein. Any notice, consent, waiver, direction or other communication aforesaid shall, if delivered, be deemed to have been given and received on the date on which it was delivered to the address provided herein (if a Business Day, if not, then the next succeeding Business Day) and if sent by facsimile transmission be deemed to have been given and received at the time of receipt (if a Business Day, if not, then the next succeeding Business Day) unless actually received after 4:00 p.m. (Vancouver time) at the point of delivery in which case it shall be deemed to have been given and received on the next Business Day. The address for service for each of the parties hereto shall be as follows:
Clause type: investment-company-act
 The Issuer is not an “investment company” as defined in the Investment Company Act.
Clause type: compensation
 The Company agrees to provide the Employee with the following compensation for all services rendered under this Agreement:
Clause type: capitalization
 The authorized capital stock of Forever Valuable consists of 50,000,000 shares of common stock, no par value, and 1,000,000 shares of preferred stock, authorized. As of the date of this Agreement, Forever Valuable has 12,012,600 shares of common stock issued and outstanding and no shares of its preferred stock. No shares have otherwise been registered under state or federal securities laws. As of the Closing Date, all of the issued and outstanding shares of common stock of Forever Valuable are validly issued, fully paid and non-assessable and, and as of the Closing Date there will not be outstanding, any warrants, options or other agreements on the part of Forever Valuable obligating Forever Valuable to issue any additional shares of common or preferred stock or any of its securities of any kind, except for such shares or securities called for in this Agreement. The Common Stock of Forever Valuable is presently quoted on the over-the-counter bulletin board under the symbol “FVBC”. Forever Valuable is current in all of its required filings with the U.S. Securities & Exchange Commission. Forever Valuable is a not a “shell” corporation as defined by Rule 405 promulgated under the Securities Act of 1933, as amended.
Clause type: capitalization
 SELLER has an authorized capitalization consisting of One Hundred Million (100,000,000) shares of common stock, $0.01 par value, of which Ten Thousand (10,000,000) shares issued and outstanding and Zero (0) shares are held in SELLER'S treasury. All such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. There are no outstanding options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans or other agreements of any character providing for the purchase, issuance or sale of any shares of the capital stock of SELLER, other than as contemplated by this Agreement.
Clause type: capitalization
 As of the date hereof, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock with no par value per share, and 10,000,000 shares of Preferred Stock, with no par value per share. As of August 23, 2011, 18,851,312 shares of Common Stock were issued and outstanding and 5,496,111 shares of Preferred Stock were issued and The Company has furnished to the Investor, or the Investor has had access through the SEC’s EDGAR website to, true and correct copies of the Company’s Articles of Incorporation, as amended and in effect on the date hereof (the “Articles of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.
Clause type: insurance
The Recipient shall require that each of its construction contractors and each subcontractor maintain during the life of its contract or subcontract appropriate Workers Compensation Insurance, Public Liability, Property Damage and Vehicle Liability Insurance; and
Clause type: compensation
 As compensation for services provided to Illini by the Officer pursuant to this Agreement, Illini shall pay the Officer an annual base salary of $55,000.00, which salary may be increased from time to time and is retroactive to May 1, 2003. The Officer shall also be eligible to actively participate in any other compensation and benefit plans generally available to executive employees of Illini of like grade and salary including, but not limited to, retirement plans, group life, disability, accidental death and dismemberment, travel and accident, and health and dental insurance plans, incentive compensation plans, stock compensation plans, deferred compensation plans, supplemental retirement plans, qualified and non-qualified incentive stock option plans, and excess benefit plans, all as described from time to time in Exhibit A which shall be updated at least annually. Such other compensation and benefit plans are hereinafter referred to collectively as the “Compensation and Benefits Plans”.
Clause type: base-salary
 Employee's compensation shall consist, in part, of an annual base salary of One Hundred Seventy Thousand Dollars ($170,000) before all customary payroll deductions. Such annual base salary shall be paid in substantially equal installments and at the same intervals as other officers of Employer are paid. Employee's salary shall be reviewed annually by Employer's Compensation Committee to determine in its discretion an appropriate increase in the base salary.
Clause type: miscellaneous
12.1 Governing Law, Regulatory Authority, and Rules The validity, interpretation and enforcement of this Agreement and each of its provisions shall be governed by the laws of the state of (where the Point of Interconnection is located), without regard to its conflicts of law principles. This Agreement is subject to all Applicable Laws and Regulations. Each Party expressly reserves the right to seek changes in, appeal, or otherwise contest any laws, orders, or regulations of a Governmental Authority.
Clause type: base-salary
 The base salary payable to Employee shall be $275,000 per year (effective January 1, 2003), payable on a regular basis in accordance with the Company's standard payroll procedures, but not less than on a bi-weekly basis.
Clause type: compensation
 The Borrower shall compensate each Bank, upon its written request (which request shall set forth the basis for requesting such compensation), for all reasonable losses, expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Bank to fund its Eurodollar Loans or Competitive Bid Loans but excluding any loss of anticipated profit with respect to such Loans) which such Bank may sustain: (i) if for any reason (other than a default by such Bank or the Administrative Agent) a Borrowing of Eurodollar Loans or Competitive Bid Loans accepted by the Borrower in accordance with Section 1.04(c)(ii) does not occur on a date specified therefor in a Notice of Borrowing, Notice of Competitive Bid Borrowing or Notice of Conversion (whether or not withdrawn by the Borrower or deemed withdrawn pursuant to Section 1.11(a)); (ii) if any repayment, prepayment or conversion of any of its Eurodollar Loans or any repayment of Competitive Bid Loans occurs on a date which is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its Eurodollar Loans or Competitive Bid Loans is not made on any date specified in a notice of prepayment given by the Borrower; or (iv) as a consequence of (x) any other default by the Borrower to repay its Eurodollar Loans or Competitive Bid Loans when required by the terms of this Agreement or (y) an election made pursuant to Section 1.11(b). Calculation of all amounts payable to a Bank under this Section 1.12 in respect of Eurodollar Loans or Competitive Bid Loans priced by reference to the Eurodollar Rate shall be made as though that Bank had actually funded its relevant Loan through the purchase of a Eurodollar deposit bearing interest at the Eurodollar Rate in an amount equal to the amount of that Loan, having a maturity comparable to the relevant Interest Period and through the transfer of such Eurodollar deposit from an offshore office of that Bank or other bank to a domestic office of that Bank in the United States of America; provided, however, that each Bank may fund each of its Eurodollar Loans or Competitive Bid Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 1.12.
Clause type: counterparts
This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties.
Clause type: taxes
 (a) All payments by Borrower, Parent Guarantor and the Subsidiary Guarantors hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim, and free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower, Parent Guarantor or applicable Subsidiary Guarantor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.5) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Clause type: payment
 15.1. Remuneration will be made to the pharmacy at £14.00 per consultation, for delivery of the service and participating in the evaluation.
Clause type: insurance
The Distributor will maintain at its expense an errors and omissions insurance policy adequate to cover services provided by the Distributor hereunder.
Clause type: compensation
 A. The Company shall pay FINSTEIN a base salary of $225,000 per annum, subject to periodic adjustment as determined by the CEO of the Company with Board of Directors approval but in any event shall not be less than the base salary so indicated.
Clause type: investment-company-act
 Take any action that would result in the Borrower or any Person Controlling the Borrower registering or being required to be registered as an “investment company” under the Investment Company Act.
Clause type: esop
 Subject to Section 7.3, as soon as practicable after the Closing but in any event no later than three (3) months after the Closing, the Company shall cause an employee share option plan (the “ESOP”) to be duly adopted by the Board and the Shareholders, pursuant to which the maximum number of Ordinary Shares that may be reserved for issuance pursuant to options or other share incentive awards granted thereunder shall not exceed [**] percent ([**]%) of the total number of outstanding Ordinary Shares on a fully-diluted, as-converted basis as of immediately after the Closing.
Clause type: headings
The section headings contained in this Agreement are for convenience only and do not limit or define or affect the construction or interpretation of this Agreement in any respect.
Clause type: taxes
 (a) Except to the extent required under applicable law, all payments made by a Borrower or any Guarantor under this Agreement or any Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp 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 taxes measured by or imposed upon the overall net income of the Administrative Agent or any Lender or its applicable lending office, or any branch or affiliate of either, and all franchise taxes, branch taxes, taxes on doing business or taxes measured by or imposed upon the overall capital or net worth of the Administrative Agent or any Lender or its applicable lending office, or any branch or affiliate of either, in each case imposed: (i) by the jurisdiction under the laws of which the Administrative Agent or such Lender, applicable lending office, branch or affiliate is organized or is located, or in which the principal executive office of the Administrative Agent or any Lender is located, or any nation within which such jurisdiction is located or any political subdivision thereof; or (ii) by reason of any connection between the jurisdiction imposing such tax and the Administrative Agent or such Lender, applicable lending office, branch or affiliate other than a connection arising from the Administrative Agent or such Lender having executed, delivered or performed its obligations under, or received payment under or enforced, this Agreement or any other Loan Document. If any such non-excluded taxes, levies, imposts, duties, charges, fees deductions or withholdings ("Non-Excluded Taxes") are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder or under any other Loan Document, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement; provided, however, that the applicable Borrower or Guarantor shall be entitled to deduct and withhold any Non-Excluded Taxes and shall not be required to increase any such amounts payable to any Lender or the Administrative Agent under the circumstances and to the extent...
Clause type: termination
This Agreement may be terminated and the Transactions abandoned at any time prior to the Effective Time:
Clause type: headings
All sections and descriptive headings of this Agreement are inserted for convenience only, and shall not affect the construction or interpretation hereof.
Clause type: interest
 Any amount due to Lessor which is not paid when due shall bear interest, not to exceed the maximum rate allowed by law, from the date due until paid at a rate equal to the greater of (i) eighteen percent (18%) per annum, or (ii) a rate per annum equal to five percent (5%) in excess of the “Prime Rate” designated by US Bank (or its successor(s)) from time to time as its prime commercial lending rate during the period said amounts are owed by Lessee or Lessor. Payment of such interest shall not excuse or cure any default under this Lease.
Clause type: loans
 (a) Each Loan was made in the ordinary course of business, has been properly executed by the parties thereto, represents the valid and binding obligation of the obligor, enforceable by the holder thereof in accordance with its terms, is free from any material defenses, contains customary enforcement provisions such that the rights and remedies of the holder thereof are adequate for enforcement of the Loans, and, unless approved by Sellers and documented in their files, no material provision of a Loan has been waived.
Clause type: compensation
 As compensation for services rendered by the Fund Accounting Agent during the term of this Agreement, each Fund or each Fund on behalf of its applicable Portfolios, will pay to the Fund Accounting Agent a fee or fees as may be agreed to from time to time in writing by the Fund and the Fund Accounting Agent.