bhaskrr/legal-clauses huggingface dataset:
Clause type: taxes
 (a) Except to the extent required under applicable law, all payments made under this 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, 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 (“Taxes”). “Non-Excluded Taxes” shall mean all Taxes other than Excluded Taxes. “Excluded Taxes” shall mean net income taxes, branch profits taxes, franchise taxes (imposed in lieu of net income taxes) and net worth taxes (imposed in lieu of net income taxes) imposed on any Agent or any Lender or its applicable lending office or any branch, in each case as a result of a present or former connection between such Agent or such 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 such Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document). If any Non-Excluded Taxes or Other Taxes are required to be withheld from any amounts payable by or on behalf of the Borrower or any other Loan Party to any Agent or any Lender hereunder or any other Loan Document (or are required to be withheld or paid by such Agent or Lender), the amounts so payable to such Agent or such Lender shall be increased to the extent necessary to yield to such Agent or such 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 Agreement or any other Loan Document that would have been received had no such withholding been required, provided, however, that the Borrower shall not be required to increase any such amounts payable to any Lender or Agent with respect to any, and Excluded Taxes shall include, Taxes (i) that are attributable to such Lender’s or Agent’s failure to comply (other than as a result of any change in any Requirement of Law) with the requirements of paragraph (d) of this Section 4.10, (ii) that are United States federal withholding taxes imposed on amounts payable to such Lender or Agent at the time such Lender or Agent becomes a party to this Agreement, except to the extent that such Lender’s or Agen...
Clause type: compensation
 For the services which the Sub-Adviser will render to ------------ Adviser under this Agreement, Adviser will pay to Sub-Adviser a fee, computed daily and payable monthly, at the annual rate of .40% of the first $1 billion of the Portfolio's average daily net assets, .35% of the next $1 billion of its average daily net assets, .325% of the next $1 billion of its average daily net assets and .30% of the average daily net assets of the Portfolio in excess of $3 billion. If the Adviser waives any or all of its advisory fee payable under the Advisory Agreement, or reimburses the Fund pursuant to Section 8(b) of that Agreement, with respect to the Portfolio, the Sub-Adviser will bear its share of the amount of such waiver or reimbursement by waiving fees otherwise payable to it hereunder on a proportionate basis to be determined by comparing the aggregate fees that would otherwise be paid to it hereunder with respect to the Portfolio to the aggregate fees that would otherwise be paid by the Fund to the Adviser under the Advisory Agreement with respect to the Portfolio. Adviser shall inform Sub-Adviser prior to waiving any advisory fees.
Clause type: notices
All notices, requests, demands, letters, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) mailed, certified or registered mail with postage prepaid, (c) sent by next-day or overnight mail or delivery or (d) sent by fax, as follows:
Clause type: compensation
 (a) During the Term, CompuCredit shall pay Employee as compensation for the Services an annual salary as set forth on EXHIBIT A hereto and incorporated herein by reference. Such compensation shall be payable in substantially equal semi-monthly installments or in such other installments or at such other intervals as may be the policy of CompuCredit from time to time, and shall be subject to such deductions and withholdings as are required by law or policies of CompuCredit in effect from time to time. Employee's salary per annum may from time to time be adjusted as agreed in writing by both CompuCredit and Employee.
Clause type: investment-company-act
 No Borrower Party or any Subsidiary of a Borrower Party is required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: board
 (a) Each Investor shall vote such Investor's voting securities and shall take all other reasonably necessary or desirable legal actions within its control (whether in such Investor's capacity as a shareholder, director, member of a Board of Directors committee or officer of the Company or otherwise and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all reasonably necessary or desirable legal actions within its control, including in preparation of proxy materials, the recommendation of a management slate of directors in elections for directors, and in proposing and effecting amendments to the articles of incorporation and code of regulations of the Company, so that from the date hereof until May 10, 2004:
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.
Clause type: counterparts
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Clause type: counterparts
This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together shall constitute one instrument.
Clause type: taxes
 Except as set forth on Schedule 3.19 attached hereto, (i) all taxes (including real estate taxes and hotel taxes (or similar levies) due and owing with respect to the Property) required to be paid by the Contributed Entity on or before the date hereof have been paid and all tax or information returns required to be filed on or before the date hereof by or on behalf of the Contributed Entity have been filed and all such tax or information returns required to be filed hereafter will be filed on or before the date due in accordance with all applicable laws prior to the incurrence of any penalties or interest thereon and all taxes shown to be due on any returns have been paid or will be paid when due; and (ii) there is no action, suit, lien (other than liens for taxes not yet due and payable) or proceeding pending against or threatened with respect to the Contributed Entity or the Property in respect of any tax, nor is any claim for additional tax asserted by any taxing authority. Except as set forth on Schedule 3.19 attached hereto, neither the Contributed Entity nor any of its federal, state and local income or franchise tax returns are the subject of any audit or examination by any taxing authority. Except as set forth on Schedule 3.19 attached hereto, the Contributed Entity has not executed or filed with the Internal Revenue Service or any other taxing authority any agreement now in effect extending the period for assessment or collection of any income or other taxes. The Contributed Entity is classified as a partnership for federal, state and (where applicable) local income tax purposes. The Contributed Entity has complied in all material respects with all applicable laws relating to the withholding and payment of taxes and has timely withheld from employee wages and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable law. Except as may be provided in the Tax Maintenance Agreement set forth on Exhibit B, the Contributed Entity is not a party to any agreement providing for the allocation, sharing or indemnification of taxes.
Clause type: severability
Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable laws, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
Clause type: capitalization
 (a) The authorized capital stock of BCB consists of (a) 20,000,000 shares of common stock, $2.50 par value ("BCB Common Stock"), of which, at the date of this Agreement, no shares were issued and held by BCB as treasury stock and 3,469,930 shares are outstanding, validly issued, fully paid and nonassessable and free of preemptive rights. Neither BCB nor Berks County Bank nor any other BCB Subsidiary has or is bound by any subscription, option, warrant, call, commitment, agreement, plan or other Right of any character relating to the purchase, sale or issuance or voting of, or right to receive dividends or other distributions on any shares of BCB Common Stock or any other security of BCB or any securities representing the right to vote, purchase or otherwise receive any shares of BCB Common Stock or any other security of BCB, other than (i) the shares issuable under the Heritage Option, (ii) options to acquire 138,942 shares of BCB Common Stock under BCB Stock Option Plans and (iii) the BCB dividend reinvestment and stock purchase plan.
Clause type: compensation
 3.1 The Company agrees to pay, and the Executive agrees to accept, as base compensation for all services to be rendered by the Executive in any capacity to the Company or its affiliates during the Employment Term, a salary of $300,000 per annum, subject to such deductions and withholdings as may be required by law or by further agreement with the Executive (the "Base Salary"), payable in arrears in equal bi-weekly installments. The Base Salary may be increased from time to time in the discretion of the Board. Any such increases shall be added to the Base Salary then being paid to the Executive, and the sum thereof shall then become the Base Salary for each successive year, until further adjusted in accordance with the provisions of this Section 3.1.
Clause type: miscellaneous
14.1. CONTRACTOR, in representing OWNER, shall promote the best interest of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing.
Clause type: taxes
 Pay and discharge promptly when due all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property before the same shall become delinquent or in default, as well as all lawful claims for labor, materials and supplies or otherwise, which, if unpaid, might give rise to Liens upon such properties or any part thereof; provided, however, that such payment and discharge shall not be required with respect to (i) any such tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the applicable party, shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP and such contest operates to suspend collection of the contested tax, assessment, charge, levy or claims and enforcement of a Lien or (ii) any tax, assessment, charge, levy or claims, the failure to pay and discharge when due which, individually or in the aggregate would not have a Material Adverse Effect.
Clause type: payment_terms
 Net 15th/30th BILLING SYSTEMS USED: Manual SPECIAL TERMS: None
Clause type: definitions
As used in this Agreement, the following capitalized terms shall have the following meanings: ACT: The Securities Act of 1933, as amended.
Clause type: assignment
34.1. The Company may at any time sell, transfer, assign or novate to a third party any or all of its rights, benefits or obligations under this Agreement or the performance of the entire Agreement subject to providing 15 Business Days prior Written Notice to the Client. This may be done without limitation in the event of merger or acquisition of the Company with a third party, reorganisation of the Company, winding up of the Company or sale or transfer of all or part of the business or the assets of the Company to a third party.
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of 75,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per share (“Company Preferred Stock”). As of May 30, 2008, (i) 14,610,003 shares of Company Common Stock were issued and outstanding, all of which shares were duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights, (ii) no shares of Company Preferred Stock were issued and outstanding, (iii) 1,689,101 shares of Company Common Stock were reserved for issuance upon exercise of outstanding stock options (the “Company Options”), and (iv) 3,559,309 shares of Company Common Stock were reserved for issuance upon exercise of outstanding Warrants (the “Company Warrants”). The outstanding shares of Company Common Stock, the Company Options and the Company Warrants were issued in compliance with all applicable securities laws. Since May 30, 2008, except as permitted by this Agreement, (i) no shares of capital stock of the Company have been issued and (ii) no options, warrants or securities convertible into, or commitments with respect to the issuance of, shares of capital stock of the Company have been issued, granted or made.
Clause type: esop
 With respect to the ESOP, prior to the Effective Time, Merry Land shall, in accordance with ERISA and any other applicable law, use its best efforts to cause (i) the satisfaction of the ESOP's outstanding acquisition loan; (ii) the termination of the ESOP; and (iii) the completion of termination distributions to all participants and beneficiaries of the ESOP. Prior to the Effective Time, Merry Land shall make no accruals, contributions or other payments to the ESOP other than accruals, contributions or other payments in respect of the Monthly ESOP Accrual or as otherwise contemplated by this Section 5.19.
Clause type: governing
Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof.
Clause type: capitalization
 Ingenious has authorized capital stock consisting of 50,000 ordinary shares with no par value (the “Ingenious Common Stock”), all of which are currently issued and outstanding, and have not been or, with respect to Ingenious Shares, will not be transferred in violation of any rights of third parties. The Ingenious Shares are not subject to any preemptive or subscription right, any voting trust agreement or other contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling Ingenious to issue, sell, redeem or purchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for Ingenious Common Stock. All of the Ingenious Shares are owned of record and beneficially by the Ingenious Shareholders free and clear of any liens, claims, encumbrances, or restrictions of any kind.
Clause type: definitions
Capitalized terms not otherwise defined in this Exhibit shall have the same meaning as set forth earlier in this Agreement. In addition to said terms, the following terms shall have the following meanings, unless the context shall indicate another or different meaning or intent:
Clause type: ownership_of_shares
 The Buyer owns as of the date hereof, either directly or through one or more of its Affiliates, 11,765,654 shares of Company Common Stock.
Clause type: severability
If, for any reason, any part of this Agreement is adjudicated invalid, unenforceable or illegal by a court of competent jurisdiction, such adjudication shall not affect or impair, in whole or in part, the validity, enforceability or legality of any remaining portions of this Agreement. All remaining portions shall remain in full force and effect as if the original Agreement had been executed without the invalidated, unenforceable or illegal part.
Clause type: ownership_of_shares
 The Stockholder is the sole beneficial and record holder of, and has the sole right to vote with respect to, as of the date hereof, the number of Shares set forth opposite such Stockholder's name on SCHEDULE I hereto (collectively, the "SHARES"), subject to no rights of others and free and clear of any Lien (except pursuant to the Fleet Agreement). The Stockholder's right to vote or Dispose of the Shares is not subject to any voting trust, voting agreement, voting arrangement or proxy (other than the Leeds Family Agreement), and such Stockholder has not entered into any other contract, option or other arrangement or undertaking with respect thereto. Except for the Shares listed on SCHEDULE I hereto, such Stockholder does not have any right to acquire, nor does he or she beneficially own any other shares of any class of capital stock of CMP or any securities convertible into or exchangeable or exercisable for any shares of any class of capital stock of CMP (other than shares subject to options or other rights granted by CMP, which options shall be canceled as contemplated under Section 3.1(d) of the Merger Agreement).
Clause type: taxes
 The Participant shall pay to the Company promptly upon request, and in any event at the time the Participant recognizes taxable income with respect to the Restricted Shares (or, if the Participant makes an election under Section 83(b) of the Code in connection with such grant), an amount equal to the taxes the Company determines it is required to withhold under applicable tax laws with respect to the Restricted Shares. The Participant may satisfy the foregoing requirement by making a payment to the Company in cash or, with the approval of the Administrator, in its sole discretion, by delivering already owned unrestricted shares of Common Stock, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares of Common Stock shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determined. Fractional share amounts shall be settled in cash. The Participant shall promptly notify the Company of any election made pursuant to Section 83(b) of the Code. A form of such election is attached hereto as Exhibit A. THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICI­PANT'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON THE PARTICIPANT'S BEHALF. The Participant acknowledges that the tax laws and regulations applicable to the Restricted Shares and the disposition of the Restricted Shares following vesting are complex and subject to change.
Clause type: governing
Law. This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction. The Company irrevocably submits to the nonexclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement. The Company irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum.
Clause type: capitalization
 (a) As of the date of this Agreement, the authorized capital stock of Coast consists of 40,000,000 shares of Coast Stock, of which 4,818,578 shares are outstanding, and 10,000,000 shares of preferred stock, none of which are outstanding. All of the outstanding shares of Coast Stock are duly authorized, validly issued, fully paid and nonassessable. Except for Coast Stock Options covering 301,660 shares of Coast Stock granted pursuant to the Coast Stock Option Plan, there are no outstanding options, warrants or other rights in or with respect to the unissued shares of Coast Stock nor any securities convertible into such stock, and Coast is not obligated to issue any additional shares of its common stock or any additional options, warrants or other rights in or with respect to the unissued shares of such stock or any other securities convertible into such stock. Coast has furnished GBB a list (the "Coast Option List") setting forth the name of each holder of a Coast Option, the number of shares of Coast Stock covered by each such option, the vesting schedule of such option, the exercise price per share and the expiration date of each such option.
Clause type: base-salary
 During the Employment Period, the Executive's base salary shall be in an amount set by the Board, but under no circumstances will be less than $108,800 per annum (the "Base Salary"), which salary shall be paid by the Company in regular installments in accordance with the Company's general payroll practices and shall be subject to customary withholding. On an annual basis, the Board shall review and determine the appropriateness of an increase in the Base Salary as in effect as of the date of such review.
Clause type: termination
This Agreement may be terminated, and the Merger contemplated hereby may be abandoned, at any time prior to the Effective Time, whether before or after the Stockholder Approval has been obtained:
Clause type: representations
and Warranties. In order to induce the Lenders to enter into this Agreement and to make the Loans, and/or to issue and/or to participate in the Letters of Credit provided for herein, the Borrower makes the following representations and warranties to, and agreements with, the Lenders, all of which shall survive the execution and delivery of this Agreement and each Credit Event:
Clause type: payment
 The Salary shall be paid in New Israel Shekels and shall be paid to him by no later than the 9th of the following month. A Review of Employee’s Salary shall take place annually by agreement between the Employee’s and the Board of Directors of the Company or the CEO of the Company. As provided in Section 3.1 above, the Salary includes remuneration for working overtime, on days of rest and in consideration for Employees non competition obligations, and Employee shall not be entitled to any further remuneration or payment whatsoever other than the Salary and/or benefits, unless expressly specified in this Agreement. Employee acknowledges that the Salary to which he is entitled constitutes due consideration for him working overtime and for his non-competition obligations towards the Company. The Salary, as mentioned in Section 3.1 hereto, and it alone, shall constitute the sole basis for calculating any of Employee’s rights under any applicable law, and any other benefits provided under this Agreement shall not be deemed as the Salary or any part thereof.
Clause type: whereas
pursuant to Section 9.01(4) of the Indenture, the Trustee, the Issuer and the New Subsidiary Guarantors are authorized to execute and deliver this Supplemental Indenture.