bhaskrr/legal-clauses huggingface dataset:
Clause type: capitalization
 The capitalization of the Company shall be set forth in the Registration Statement. Except as set forth in the SEC Reports, the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plan and pursuant to the conversion or exercise of securities exercisable, exchangeable or convertible into Common Stock (“Common Stock Equivalents”). Other than pursuant to that certain Securities Purchase Agreement dated June 21, 2011, by and among the Company and the investor signatories thereto, no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except pursuant to the Company’s 2011 Stock Incentive Plan, as set forth in the SEC Reports or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Comp...
Clause type: counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. Facsimile or electronic submission of any signed original document or retransmission of any signed facsimile or other electronic transmission will be deemed the same as delivery of an original.
Clause type: payment_terms
 The Services Fee will be payable monthly, in arrears, from and after the month during which this Agreement is executed, and will be prorated on a daily basis for the first and last months during which the sharing arrangements described in Sections 4(a) through 4(f) are in effect.”
Clause type: interest
 The Authority hereby agrees to pay interest (i) on Unreimbursed Amounts that are repaid in full prior to 4:00 p.m. (New York time) on the date which is on or prior to the earlier of (A) the 180th day immediately succeeding the date on which the Drawing relating to such Unreimbursed Amount was made and (B) the Stated Expiration Date at the Bank Rate from time to time in effect, (ii) on Unreimbursed Amounts that do not become Bank Loans and that are not paid when due at the Default Rate from time to time in effect, and (iii) on Bank Loans at the Bank Rate from time to time in effect from and after the date of payment of the related Drawing until paid in full. If any Unreimbursed Amount is repaid at or prior to 4:00 p.m. (New York time) on the same day on which the related Drawing is paid, no interest shall be payable on such Unreimbursed Amount.
Clause type: whereas
the parties hereto desire to incorporate by reference those certain Standard Trust Terms, dated as of February 16, 2006, and attached to the Omnibus Instrument as Exhibit A (the “Standard Trust Terms”) and all capitalized terms not otherwise defined herein (including the recitals hereof) shall have the meanings set forth in the Standard Trust Terms (the Standard Trust Terms and this Trust Agreement, collectively, the “Trust Agreement”).
Clause type: base-salary
 During the Term of this Agreement, the Executive shall receive an Annual Base Salary. Executive’s beginning Annual Base Salary shall be Four Hundred Thousand Dollars (U.S.$400,000). The Annual Base Salary shall be evaluated and reviewed by the Compensation Committee of the Board annually. The Annual Base Salary shall be reviewed by the Compensation Committee of the Board annually based upon Executive’s performance, pertinent salary survey information and such other information as the Compensation Committee deems appropriate, but may not be adjusted downward without the Executive’s written consent. After any such adjustment, the term “Annual Base Salary” as used in this Agreement shall thereafter refer to such amount as adjusted. The Annual Base Salary shall be paid no less frequently than in equal bi-weekly installments.
Clause type: compensation
 In consideration of the services rendered pursuant to this Agreement, effective on and after December 1, 2015, the Fund will pay MCM a fee at an annual rate calculated in accordance with the following blended fee schedule: 0.80% per year of the first $250 million of average daily net assets in the Fund 0.75% per year of the next $250 million of average daily net assets in the Fund 0.70% per year of the next $250 million of average daily net assets in the Fund 0.65% per year of average daily net assets exceeding $750 million in the Fund This fee shall be computed and accrued daily and payable monthly. For the purpose of determining fees payable to MCM, the value of the Fund’s average daily net assets shall be computed at the times and in the manner specified in the Fund’s Prospectus or Statement of Additional Information.
Clause type: counterparts
This Agreement may be signed in any number of counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or by electronic mail delivery of an electronic version (e.g., .pdf or .tif file) of an executed signature page shall be effective as delivery of an original executed counterpart hereof and shall bind the parties hereto.
Clause type: investment-company-act
 The Company and the Company Subsidiaries are not, nor are they 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 of 1940, as amended.
Clause type: assignment
No assignment, transfer or delegation, whether by operation of law or otherwise, of any rights or obligations under this Agreement by the Company or any Holder, respectively, shall be made without the prior written consent of the majority in interest of the Holders or the Company, respectively; provided that the rights of a Holder may be transferred to a subsequent holder of the Holder's Registrable Securities (provided such transferee shall provide to the Company, together with or prior to such transferee's request to have such Registrable Securities included in a Demand Registration or Piggyback Registration, a writing executed by such transferee agreeing to be bound as a Holder by the terms of this Agreement); and provided further that the Company may transfer its rights and obligations under this Agreement to a purchaser of all or a substantial portion of its business if the obligations of the Company under this Agreement are assumed in connection with such transfer, either by merger or other operation of law (which may include without limitation a transaction whereby the Registrable Securities are converted into securities of the successor in interest) or by specific assumption executed by the transferee.
Clause type: taxes
 The Company shall pay or discharge, and shall cause each of its Restricted Subsidiaries to pay or discharge, prior to delinquency, all material taxes, assessments, and governmental levies; provided that neither the Company nor any such Restricted Subsidiary shall be required to pay or discharge, or cause to be paid or discharged, any such tax, assessment, charge or claim the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP or where the failure to effect such payment is not adverse in any material respect to the Holders.
Clause type: insurance
The Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; all policies of insurance and fidelity or surety bonds insuring the Company or any of its subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; the Company and its subsidiaries are in compliance with the terms of such policies and instruments in all material respects; and there are no claims by the Company or any of its subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause, except for claims that in the aggregate are not significant in amount; neither the Company nor any such subsidiary has been refused any insurance coverage sought or applied for; and neither the Company nor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto filed after the date hereof).
Clause type: payment
 At the time of exercise, Optionee must pay the total purchase price for Option Shares to be purchased entirely in cash (including a check, bank draft or money order, payable to the order of the Company); provided, however, that the Company, in its sole discretion, may allow payment to be made, in whole or in part, by tender of a promissory note (on terms acceptable to the Company in its sole discretion) or a Broker Exercise Notice or previously acquired shares of Company common stock owned by Optionee (“Previously Acquired Shares”), or by a combination of these methods. If Optionee is permitted to pay the total purchase price of this Option in whole or in part with Previously Acquired Shares, the value of those shares will equal their Fair Market Value on the date of exercise of this Option.
Clause type: interest
 The award shall include interest, as determined by the arbitral award, from the date of any default or other breach of this Agreement until the arbitral award is paid in full. Interest shall be awarded at the Agreed Interest Rate.
Clause type: definitions
Section 1.01 of the Credit Agreement is amended as follows:
Clause type: entire
Agreement. This Agreement and the Annex attached hereto constitute the entire Agreement.
Clause type: headings
The various headings of this Security Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Security Agreement or any provisions thereof.
Clause type: headings
The headings of the paragraphs and sections of this Agreement are inserted solely for the convenience of reference. They shall in no way define, limit, extend, or aid in the construction of the scope, extent, or intent of this Agreement.
Clause type: investments
 Such Borrower shall not, directly or indirectly, make any Investments except:
Clause type: whereas
the Seller and the Depositor acknowledge and agree that the Depositor will convey the Mortgage Loans to a Trust Fund created pursuant to the Trust Agreement, assign all of its rights and delegate all of its obligations hereunder to the Trustee for the benefit of the Certificateholders, and that each reference herein to the Depositor is intended, unless otherwise specified, to mean the Depositor or the Trustee, as assignee, whichever is the owner of the Mortgage Loans from time to time.
Clause type: headings
Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement.
Clause type: whereas
in connection with the Investment Agreement by and between the Company and the Investor of equal date as the Agreement hereto (the “Investment Agreement”), the Company has agreed to issue and sell to the Investor an indeterminate number of shares of the Company’s Common Stock without par value per share (the “Common Stock”), to be purchased pursuant to the terms and subject to the conditions set forth in the Investment Agreement, which is hereby incorporated by reference; and
Clause type: counterparts
This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
Clause type: representations
and Warranties. Each of Borrower and FSI represents and warrants that its respective representations and warranties made in the Loan Documents continue to be true and complete in all material respects as of the date hereof after giving effect to this Amendment (except to the extent such specifically relate to another date). Each of Borrower and FSI further represents and warrants that the execution, delivery and performance of this Amendment are duly authorized, do not require the consent or approval of any governmental body or regulatory authority and are not in contravention of or in conflict with any material law or regulation or any term or provision of any other material agreement entered into by such Borrower or FSI, as applicable.
Clause type: loans
 Subject to the Plan Restrictions provision of Section 7 of this Certificate, if a loan is granted to a Participant a portion of the Account Value in the Interest Accumulation Account equal to the amount that the Company determines is required as a loan reserve amount shall be restricted from withdrawal, transfer or distribution under the Contract while there is an outstanding loan balance in effect with respect to the Participant. Such loan reserve amount shall, at any time, be of an amount equal to: (a) the principal amount of such loan; plus (b) the amount then required to cover contingency expenses over the life of such loan and to protect against any defaults; plus (c) if the Participant has elected to have federal income taxes withheld in the event that a default in the payment of the loan principal, or interest, or both, results in the Participant’s loan balance being treated as current income, the amount that the Company determines is necessary to be withheld for such federal income taxes. Except as provided in the next sentence, a Participant may borrow up to the maximum amount permitted by Section 72(p) of the Code, reduced by any loan reserve amount required by the Company. However, a Participant in a tax deferred annuity program that is subject to ERISA may not borrow more than 50% of their portion of the vested Account Value as of the day that the loan is made, reduced by any loan reserve amount required by the Company. The rate of interest to be allocated to the loan reserve amount shall be the greater of (a) the Guaranteed Rate of Interest and (b) the lesser of (i) the Current Rate of Interest and (ii) a rate of interest equal to the loan interest rate then in effect less a percentage (not greater than 3%) which the Company shall determine. The loan interest rate applicable to a Participant shall be an adjustable rate declared by the Company. In no event shall such interest rate be greater than the higher of (a) the Current Rate of Interest in effect under the Contract at the time the rate is determined plus one percentage point or (b) the Monthly Average Corporates yield shown in Moody’s Corporate Bond Yield Averages for the calendar month ending two months before the date on which the rate is determined, published by Moody’s Investors Services, Inc., or any successor, or, if no longer published, a rate which is set by law or by regulation of the insurance supervisory official of the State in which the Contract is delivered. The loan interes...
Clause type: termination
(a) The terms and conditions set forth in (i) Section 4, (ii) the second sentence of Section 6, (iii) Section 15 and (iv) Section 16 of this Master SDA (collectively, the “offering provisions”) will terminate with respect to each Offering pursuant to this Master SDA at the close of business on the later of (a) the date on which the Underwriters pay the Issuer or Seller for the Securities, and (b) 45 calendar days after the applicable Offering date, unless in either such case the effectiveness of such offering provisions is extended or sooner terminated as hereinafter provided. We may terminate such offering provisions other than Section 6 at any time by notice to you to the effect that the offering provisions are terminated and we may terminate the provisions of Section 6 at any time at or subsequent to the termination of the other offering provisions by notice to you to the effect that the penalty bid provisions are terminated. All other provisions of the Master SDA shall remain operative and in full force and effect with respect to such Offering.
Clause type: ownership_of_shares
 Seller is the record and beneficial owner of the KNC Shares and the Raba-Com Shares which comprise 20.0% of all of the outstanding capital stock of each of KNC and Raba-Com, on a fully diluted basis. Seller has legal, valid and marketable title to the KNC Shares and the Raba-Com Shares, free and clear of all Liens except for the rights of Buyer, Consulting and the Danish Fund as set forth in the KNC Agreement and the Raba-Com Agreement which agreements are being terminated as of the date hereof as required by Article III.
Clause type: base-salary
 Executive shall receive a base salary at a monthly rate of U.S. $9,377.34 (U.S. $125,000.00 on an annual basis) (the "Base Salary"). The Base Salary shall be paid in substantially equal installments consistent with ITSA's normal payroll schedule, but in no event less frequently than bi-weekly, subject to any applicable withholding and other taxes. The Base Salary shall be payable by ITSA in Reals at a rate equal to the U.S. dollar/Real exchange rate in effect at the time of payment. Executive's Base Salary shall be reviewed at least annually by the Board of Directors and may be increased but may not be decreased.
Clause type: financing
 In the event that Parent determines that it is desirable to borrow money (“Financing”) in connection with the Merger and the other transactions contemplated hereby, at the reasonable request of Parent, Company shall, and shall cause each of its subsidiaries to, use commercially reasonable efforts to cooperate with Parent and to cause its respective directors, officers, employees, agents and representatives to cooperate, in connection with the arrangement of any Financing; provided that (a) such requested cooperation does not unreasonably interfere with the ongoing operations of Company and its subsidiaries, (b) none of Company or any of its subsidiaries shall be required to incur any liability under the Financing prior to the Effective Time, and (c) Parent shall be solely responsible for all costs and expenses incurred by Company or its subsidiaries in connection with such cooperation of Company and its subsidiaries. For the avoidance of doubt, nothing herein shall require Parent to obtain any Financing.
Clause type: governing
Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
Clause type: termination
Either party may terminate this Agreement upon 30 days' prior written notification to the other party. If this Agreement is so terminated, the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination.
Clause type: headings
The headings have been inserted for convenience only and are not to be considered when construing the provisions of this Agreement.
Clause type: investments
 (i) existing on the Closing Date in the Borrower or in any subsidiary,
Clause type: base-salary
 While Employee is employed hereunder, the Company will pay Employee a base salary at the gross annual rate of $245,000 (the “Base Salary”). The Chief Executive Officer shall review Employee’s Base Salary on at least an annual basis, with the first such review to be conducted in April 2008, and the Base Salary may be adjusted at the sole discretion of the Chief Executive Officer or the Board of Directors (the “Board”) or its designee. The Base Salary will be payable in accordance with the Company’s payroll practices as in effect from time to time. The Company will deduct from each such installment any amounts required by law to be deducted for employment related taxes and the like.
Clause type: compensation
 USBGFS shall be compensated for providing the Electronic Services selected by the Company from time to time in accordance with the fee schedule set forth in Schedule III (as amended from time to time).
Clause type: whereas
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and
Clause type: payment
 The Company shall fail to make any payment in respect of: (a) interest or any fee on or in respect of any of the Obligations owed by it as the same shall become due and payable, and such failure shall continue for a period of three Business Days, or (b) any Obligation with respect to payments made by any Issuer under any Letter of Credit or any draft drawn thereunder within three Business Days after demand therefor by such Issuer or (c) principal of any of the Obligations owed by it as the same shall become due, whether at maturity or by acceleration or otherwise.
Clause type: compensation
 The Promoter shall compensate the Allottee in case of any loss caused to him due to defective title of the land, on which the project is being developed or has been developed, in the manner as provided under the Act and the claim for interest and compensation under this provision shall not be barred by limitation provided under any law for the time being in force.