bhaskrr/legal-clauses huggingface dataset:
Clause type: miscellaneous
12.1. All persons dealing with the Fund must look solely to the property of the Fund, and in the case of a series company, the respective Designated Portfolios listed on Schedule A hereto as though each such Designated Portfolio had separately contracted with the Company and the Underwriter for the enforcement of any claims against the Fund. The parties agree that neither the Board, officers, agents or shareholders of the Fund assume any personal liability or responsibility for obligations entered into by or on behalf of the Fund.
Clause type: grant
 Subject to the terms and conditions of this Agreement, Stanford grants ***** a license to Stanford’s rights in the Licensed Patent and Technology in the Licensed Field of Use to make, have made, use, import, offer to sell and sell Licensed Product in the Licensed Territory.
Clause type: investment-company-act
 Appia is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended. Appia is not subject to regulation under any Federal or State statute or regulation which limits its ability to incur the Indebtedness contemplated herein.
Clause type: termination
At any time prior to the Closing, this Agreement may be terminated as follows:
Clause type: now
THEREFORE in consideration of the premises and the mutual covenants and agreements contained herein and in the Original Agreement, in consideration of the loans which may hereafter be made by Lenders to Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:
Clause type: stock_option
 (a) Either prior to or as soon as practicable following the consummation of the Offer, the Company Board (or, if appropriate, any committee administering the Stock Plans) shall adopt such resolutions or take such other actions as are required to adjust the terms of all outstanding Stock Options heretofore granted under any stock option program or arrangement of the Company (collectively, the "Stock Plans") or any other stock option plan to provide that, at the Effective Time of the Merger, each Stock Option outstanding immediately prior to the acceptance for payment of shares of Common Stock pursuant to the Offer (whether or not vested) shall be canceled in exchange for a cash payment by the Company of, or can only be exercised for net cash equal to, an amount equal to (i) the excess, if any, of (A) the price per share of Common Stock to be paid pursuant to the Offer over (B) the exercise price per share of Common Stock subject to such Stock Option, multiplied by (ii) the number of shares of Common Stock for which such Stock Option shall not theretofore have been exercised. The Company represents and warrants that no consents of the holders of the Stock Options are necessary to effectuate the foregoing cash-out. After the date of this Agreement, neither the Company Board nor any committee thereof shall cause any Stock Option to become exercisable as a result of the execution of the Operative Agreements or the consummation of the Transactions.
Clause type: entire
Agreement. This Agreement contains the entire agreement between the parties with respect to the Award Shares granted hereunder. Any oral or written agreements, representations, warranties, written inducements, or other communications made prior to the execution of this Agreement with respect to the Award Shares granted hereunder shall be void and ineffective for all purposes.
Clause type: termination
(a) The Employee's employment hereunder shall be terminated upon the occurrence of any of the following:
Clause type: payment_terms
 All monies or accounts due Retailer from MBUSA will be considered net of Retailer's indebtedness to MBUSA. MBUSA may deduct or offset any amounts due or to become due from Retailer to MBUSA, or any amounts held by MBUSA, from or against any sums or accounts due or to become due from MBUSA to Retailer; provided, however, that MBUSA shall not deduct or offset such amounts for any transaction where MBUSA has failed to provide written notice to Retailer of the amounts due within six (6) months of the transaction. Payments by Retailer to MBUSA shall be made in such a manner as prescribed by MBUSA and shall be applied against Retailer's indebtedness in accordance with MBUSA's policies and practices. If Retailer disputes any deduction or offset imposed by MBUSA pursuant to this Section VIII.C, it shall provide written notice of such dispute to MBUSA within ninety (90) days of the date on which MBUSA imposed such deduction or offset. If Retailer fails to provide such notice to MBUSA within that 90-day period, it shall be deemed to have waived any right that it may have to challenge such deduction or offset pursuant to Section XII or before any court, administrative agency or governmental body.
Clause type: miscellaneous
(A) Any notices or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile or email with the signed document attached in PDF format (provided a confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: If to the Company: TurboSonic Technologies Inc. 550 Parkside Drive Suite A-14 Waterloo, ON N2L 5V4 Canada Attention: Edward F. Spink Phone: 519-885-5513 Fax: 519-885-6992 With a copy to: SNR Denton US LLP 2 World Financial Center New York, NY 10281 Attention: Ira Roxland Telephone: 212-768-6700 Fax: 212-768-6800 If to the Investor: Dutchess Opportunity Fund, II, LP 50 Commonwealth Ave, Suite 2 Boston, MA 02116 Telephone: (617) 301-4700 Facsimile: (617) 249-0947 Each party shall provide five (5) business days prior notice to the other party of any change in address, phone number, facsimile number ore-mail address.
Clause type: board
 At the Effective Time, the Board of Directors of the Surviving Corporation shall be those persons serving as directors of CASI immediately prior to the Effective Time, such persons to serve until the earlier of their resignation or removal or until their respective successors are duly appointed or elected and qualified, as the case may be.
Clause type: capitalization
 The authorized capital stock of Parent consists of 250,000,000 shares of Parent Common Stock and 1,000,000 shares of preferred stock of Parent. As of the close of business on October 23, 2015, there were issued and outstanding (i) 95,648,761 shares of Parent Common Stock (with 2,026 shares of Parent Common Stock held by Parent in treasury), (ii) no shares of Parent preferred stock, (iii) options to purchase an aggregate of 675,701 shares of Parent Common Stock (of which options to purchase an aggregate of 537,917 shares of Parent Common Stock were exercisable), (iv) 2,443,554 Parent restricted stock units, and (v) no warrants for shares of Parent Common Stock exercisable. From the close of business on October 23, 2015 until the date of this Agreement, no shares of Parent Common Stock or Parent preferred shares have been issued except for shares of Parent Common Stock issued pursuant to the exercise of Parent options or warrants, or the vesting of any restricted stock units of Parent, in each case outstanding on October 23, 2015 and in accordance with their terms. All of the issued shares of Parent’s capital stock are duly authorized, validly issued, fully paid, nonassessable, and free of preemptive rights. All of the rights granted and not yet exercised to subscribe for shares of Parent’s capital stock are duly authorized and free of preemptive rights. As of the date of this Agreement, other than pursuant to any equity plans or employee share purchase plans of Parent, there are no existing (i) options, warrants, calls, subscriptions or other rights, convertible securities, depositary receipts in respect of shares, agreements or commitments of any character obligating Parent or any of its Subsidiaries to issue, transfer or sell any capital stock or other equity interest in, Parent or any of its Subsidiaries, (ii) contractual obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of Parent or any of its Subsidiaries, or (iii) voting trusts or similar agreements to which Parent is a party with respect to the voting of the capital stock of Parent.
Clause type: investments
 The Borrower shall not, and shall not permit any ----------- Subsidiary to, make any Investment, except that the Borrower may purchase or otherwise acquire and own:
Clause type: esop
 The Central Cooperative Bank Employee Stock Ownership Plan ("ESOP") may use its present $1,941,797.40 loan authorization from Central Bancorp to acquire shares from any of the PL Capital Parties pursuant to the Right of First Refusal granted by Paragraph 8 of this Agreement or to acquire shares sold by former employees or retirees of Central Bancorp or Central Cooperative Bank to maintain the ESOP's present level of ownership as a percentage of the outstanding Central Bancorp shares (in addition to participants' reinvestment of dividends). Other than the ESOP purchasing PL Capital shares or purchasing shares sold by former employees or retirees (and participants' reinvestment of dividends), during the next two years, the ESOP will not acquire additional Central Bancorp shares, unless the PL Capital Parties' beneficial ownership of Central Bancorp shares becomes less than 5 percent of the outstanding Central Bancorp shares (based on the 1,663,133 shares outstanding at the date of execution of this Agreement).
Clause type: termination
6.1. This License and the rights granted hereunder will terminate automatically if You fail to comply with terms herein and fail to cure such breach within 30 days of becoming aware of the breach. Provisions which, by their nature, must remain in effect beyond the termination of this License shall survive.
Clause type: entire
Agreement. This Agreement and its Appendices and Attachments attached hereto contain the entire understanding between the parties and supersede any prior understandings, agreements, proposals and all other communications between the parties relating to the subject matter of this Agreement, whether such shall be oral or written.
Clause type: taxes
 Seller has filed on a timely basis all federal, state, local and foreign tax returns, reports and declarations required to be filed by it. Seller has paid all taxes, interest and penalties which were due pursuant to such returns or otherwise due, levied or assessed against Seller or its Assets, other than taxes or charges, the payment of which is not yet due (or which, if due, is not yet delinquent or is being contested in good faith or has not been finally determined). There is no agreement for the extension of the time of any assessment of any tax with respect to Seller and no notice of any federal tax lien relating to Seller has been filed against them or any of its Assets in any jurisdiction. Seller has not had any tax deficiency or claim outstanding, and all required deposits with respect to employees' withholding taxes have been duly made. No examination of Seller or the Acquired Contracts or the Acquired Assets by the Internal Revenue Service or any state, local or foreign tax authority is currently in progress.
Clause type: interest
 Any amount payable to a party hereunder which shall not be paid when due, shall accrue interest at the prime rate as published from time to time in the Wall Street Journal.
Clause type: confidentiality
Agent and Lenders each individually (and not jointly or jointly and severally) agree that material, non-public information regarding PTP, the Loan Parties and their respective Subsidiaries, their operations, assets, and existing and contemplated business plans shall be treated by Agent and the Lenders in a confidential manner, used only in connection with this Agreement and in compliance with applicable laws, including United States federal or state securities laws, and shall not be disclosed by Agent and the Lenders to Persons who are not parties to this Agreement, except: (a) to attorneys for and other advisors, accountants, auditors, and consultants to any member of the Lender Group, (b) to Subsidiaries and Affiliates of any member of the Lender Group and any of their respective officers, directors, employees, counsel, accountants, auditors and other representatives; provided that in the case of clause (a) and (b), such Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential, (c) as may be required by statute, decision, or judicial or administrative order, rule, regulation or any Governmental Authority (other than any state, federal or foreign authority or examiner regulating banks or banking); provided that, to the extent it may lawfully do so, Agent or any such Lender shall notify Borrower of such requirement prior to any disclosure of such information to a party that Agent or such Lender reasonably believes may not keep such information confidential and shall reasonably cooperate with Borrower in any lawful effort by Borrower to prevent or limit such disclosure or otherwise protect the confidentiality of such information, (d) as may be agreed to in advance by Borrower or its Subsidiaries or as requested or required by any Governmental Authority (other than any state, federal or foreign authority or examiner regulating banks or banking) pursuant to any subpoena or other legal process; provided that, to the extent it may lawfully do so, Agent or any such Lender shall notify Borrower of such requirement prior to any disclosure of such information to a party that Agent or such Lender reasonably believes may not keep such information confidential and shall reasonably cooperate with Borrower in any lawful effort by Borrower to prevent or limit such disclosure or otherwise protect the confidentiality of such information, (e) as requested or required by any s...
Clause type: ownership_of_shares
 Stockholder (i) is the record or Beneficial Owner of the shares of Seller Common Stock indicated on the signature page of this Agreement, all of which are free and clear of any and all pledges, liens, security interests, claims, charges, restrictions, options, encumbrances, proxies, voting trusts, voting agreements or similar understandings, arrangements or agreements (other than such agreements arising hereunder or under the Stock Purchase Agreement) that would limit or restrict the ability of Stockholder to enter into this Agreement and perform his, her or its obligations hereunder through the Expiration Date (“Voting Encumbrances”), (ii) is the owner of options that are exercisable for the number of shares of Seller Common Stock indicated on the signature page of this Agreement, all of which options and shares of Seller Common Stock issuable upon the exercise of such options are free and clear of any Voting Encumbrances (except any Voting Encumbrances arising hereunder or under the Stock Purchase Agreement), and (iii) does not own, beneficially or otherwise, any securities of Seller other than the shares of Seller Common Stock, options to purchase shares of Seller Common Stock, and shares of Seller Common Stock issuable upon the exercise of such options, indicated on the signature page of this Agreement.
Clause type: insurance
The Sub-Adviser shall maintain for the term of this Agreement and provide evidence thereof to the Trust or the Adviser a blanket bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to Adviser.
Clause type: base-salary
 As compensation for Employee's services hereunder and for Employee's covenants set forth in Sections 10, 11 and 12 below, the Company shall pay to Employee a base salary which shall not be less than Two Hundred Thirty-Eight Thousand Seven Hundred Eight Dollars ($238,708) per annum; provided, however, such amount may be reviewed for increase from time to time by the Board of Directors of the Company. In no event shall such review result in any reduction in base salary provided in this Employment Agreement. Such compensation shall be payable in accordance with the Company's payroll practices for executive employees.
Clause type: counterparts
This Agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original, and such counterparts shall together constitute and be one and the same instrument
Clause type: now
THEREFORE in consideration of the premises and the mutual promises, covenants and agreements contained herein, and intending to be legally bound, the parties hereby agree as follows:
Clause type: investment-company-act
 Neither the Borrower nor any of its Restricted Subsidiaries is an “investment company” or is “controlled” by an “investment company”, as such terms are defined in, or subject to regulation under, the Investment Company Act of 1940, as amended and in effect from time to time.
Clause type: ownership_of_shares
 TULIP is the sole Beneficial Owner, and sole owner of record, of 46,197,466 shares (the "Shares") of common stock, $0.01 par value per share, of Elf. TULIP has good and marketable title to the Shares, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Shares). TULIP has, and will have at any time from the date hereof until the date that Section 2 is no longer in effect, sole voting power, sole power of disposition and sole power to issue instructions with respect to the matters set forth in Section 2 hereof with no limitations, qualifications or restrictions on such rights. Without limiting the foregoing, none of the Shares is subject to any voting trust or other agreement, proxy (except for the Written Consent and as provided in Section 3 hereof) or other arrangement with respect to the voting of such Shares. From and after the date hereof, TULIP will not commit or omit to take any action if such action or omission could restrict or otherwise affect TULIP's legal power, authority and right to vote all the Shares as provided in Section 2 hereof or (ii) affect the validity or effectiveness of the Written Consent. Without limiting the foregoing, from and after the date hereof, TULIP will not enter into any voting agreement with any Person with respect to any of the Shares, grant any Person any proxy (revocable or irrevocable) or power-of-attorney with respect
Clause type: interest
 The Borrower shall pay interest on the unpaid principal amount of each Loan owing to each Lender from the date of such Loan until such principal amount shall be paid in full, at the Applicable Rate for such Loan, payable as follows:
Clause type: vesting
 The Restricted Shares shall become vested, as and to the extent indicated below, only if and to the extent the Service Condition is satisfied. The Service Condition is satisfied only if Employee provides Continuous Service to the Company and/or any affiliate for the period beginning with the Grant Date through the date described in the following Vesting Schedule: Employee shall be determined to have provided “Continuous Service” through the date specified in the Vesting Schedule above if Employee continues in the employ of the Company and/or any affiliate without experiencing a Termination of Employment. All or a portion of the Restricted Shares may become Vested Shares on an earlier date as provided in the attached Terms and Conditions. The Restricted Shares which have satisfied, or are deemed to have satisfied, the Service Condition are herein referred to as the “Vested Shares.” Any portion of the Restricted Shares which have not become Vested Shares in accordance with this Paragraph II.B or Section 2(a) of the attached Terms and Conditions before or at the time of Employee’s Termination of Employment shall be forfeited.
Clause type: miscellaneous
Except as otherwise provided in Sections 5, 10 and 11 hereof, notice given pursuant to any provision of this Agreement shall be in writing and shall be delivered (a) if to the Fund or the Manager, c/o Nuveen Investments at 333 West Wacker Drive, Chicago, Illinois 60606, Attention: Alan G. Berkshire or (b) if to you, as Representatives of the Underwriters, at the office of Salomon Smith Barney Inc. at 388 Greenwich Street, New York, New York 10013, Attention: Manager, Investment Banking Division. This Agreement has been and is made solely for the benefit of the several Underwriters, the Fund, the Manager, their trustees, directors and officers and the other controlling persons referred to in Section 8 hereof and their respective successors and assigns to the extent provided herein and no other person shall acquire or have any right under or by virtue of this Agreement. Neither the term "successor" or the term "successors and assigns" as used in this Agreement shall include a purchaser from any Underwriter of any of the Shares in his status as such purchaser. A copy of the Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts. This Agreement has been executed on behalf of the Fund by the vice-president of the Fund in such capacity and not individually and the obligations of this Agreement are not binding upon such officer, any of the trustees or the shareholders individually but are binding only upon the assets and property of the Fund.
Clause type: counterparts
This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement.
Clause type: investments
 No Credit Party shall, nor shall it permit any of its Subsidiaries to, make or hold any direct or indirect investment in any Person, including capital contributions to the Person, investments in or the acquisition of the debt or equity securities of the Person, or any loans, guaranties, trade credit, or other extensions of credit to any Person, other than the following (collectively, the “Permitted Investments”):
Clause type: interest
 Commencing on March 31, 2004, and on each June 30, September 30 and December 31 thereafter until all outstanding principal and interest on this Note shall have been paid in full, the Company shall pay interest at the rate of seven percent (7%) per annum (the "Interest Rate") on the principal of this Note outstanding during the period beginning on the date of issuance of this Note and ending on the date that the principal amount of this Note becomes due and payable.
Clause type: vesting
 A Participant’s vested interest in Matching Employer Contributions and/or Nonelective Employer Contributions, other than those described in Subsection 5.11(a) of the Basic Plan Document, shall be based upon his years of Vesting Service and the schedule selected in Subsection 1.16(c) below, except as provided in the Vesting Schedule Addendum to the Adoption Agreement or as provided in Subsection 1.22(c).