bhaskrr/legal-clauses huggingface dataset:
Clause type: insurance
The Lessee shall, at its expense, acquire a general liability insurance policy effective as of the date of this Lease Agreement. Said policy shall be acquired from a company qualified and permitted to do business in the State of Colorado. Said policy shall be in the minimum total amounts of $1,000,000.00 combined single limits for bodily injury and property damage. Said policy shall be maintained in full force and effect during the entire lease term and shall contain a provision prohibiting cancellation thereof without at least ten (10) days' notice to the Lessor, who shall be named as an additional insured. A copy of the Policy and Current Declaration of coverage shall be provided to the Lessor within ten (10) days after commencement of the lease and each renewal date. The Lessor shall maintain on the Building and other improvements (but not Lessee's personal property, fixtures, equipment, and tenant improvements) in which the Premises are located a policy of standard fire and extended coverage insurance to the extent of at least ninety percent (90%) of full replacement value. The insurance policy shall be issued in the names of Lessor and Lessor's lender, as their interest appear, and any proceeds shall be made payable to Lessor. The cost of such insurance shall be passed on to the Lessee as part of the operating expenses for the Building. The parties release each other, and their respective authorized representatives, from any claims for damages arising out of or incident to the perils insured against or under the insurance policies carried by the parties and in force at the time of such damage, whether due to the negligence of Lessor or Lessee or their agents, employees, or invitees. The parties shall, upon obtaining the policies of insurance required herein, give notice to the insurance carrier or carriers that the foregoing mutual waiver of subrogation is contained in this Agreement.
Clause type: ownership_of_shares
 The Stockholder has good and marketable title to, and is the sole legal and beneficial owner (determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the “Exchange Act”) of the Shares set forth opposite its name on Schedule I hereto, in each case free and clear of all liabilities, claims, liens, options, security interests, proxies, voting trusts, voting agreements, charges, participations and encumbrances of any kind or character whatsoever, except as may be imposed by federal, state or foreign securities laws and this Agreement. The Stockholder has not previously assigned or sold any of the Shares to any third party. On the date hereof, the Shares set forth opposite the Stockholder’s name on Schedule I hereto constitute all of the Shares owned of record or beneficially by the Stockholder. The Stockholder has sole voting power and sole power of disposition with respect to the Shares with no restrictions on its voting rights or rights of disposition pertaining thereto.
Clause type: ownership_of_shares
 Such Stockholder is the record and/or ------------------- beneficial owner of that number of Company Securities set forth opposite such Stockholder's name on Exhibit A hereto (such Company Securities being sometimes --------- hereafter called the "Existing Shares" and, together with any shares of Company ---------------- Common Stock or Company Preferred Stock acquired of record or beneficially by such Stockholder in any capacity after the date hereof and prior to the termination hereof, whether upon the exercise of warrants or options, conversion of convertible securities, purchase, exchange or otherwise, collectively referred to as the "Shares"). Also listed on Exhibit A are such other securities ------- --------- of the Company, including any options or warrants, owned by such Stockholder.
Clause type: loans
 Make advances, loans or extensions of credit to any Person, including any Parent, Subsidiary or Affiliate, other than Permitted Loans and loans permitted under Section 7.10.
Clause type: compensation
 During the Term hereof Employer shall pay compensation to Employee as follows:
Clause type: definitions
The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.
Clause type: investments
 The Issuer hereby covenants that it will not, without the prior written consent of the Majority Noteholders of all Outstanding Notes, acquire or hold any indebtedness for borrowed money of another person, or any capital stock, debentures, partnership interests or other ownership interests or other securities of any Person, other than Permitted Investments and Sinking Fund Permitted Investments as provided hereunder and the Receivables acquired under the Receivables Sale Agreement and the Receivables Pooling Agreement.
Clause type: base-salary
 As compensation for performing the services required by this Agreement during the Employment Term, Employer shall pay to Executive an annual salary of no less than the annual base salary currently paid to Executive as of the date hereof (“Base Compensation”), payable in accordance with the general policies and procedures for payment of salaries to its executive personnel maintained, from time to time, by Employer (but no less frequently than monthly), subject to withholding for applicable federal, state, and local taxes. Increases in Base Compensation, if any, shall be determined by the Compensation Committee (the “Committee”) of the Board of Trustees of PGRT (the “Board”) or the Chief Executive Officer of PGRT, based on periodic reviews of Executive’s performance conducted on at least an annual basis.
Clause type: severability
To the extent any provision of this Agreement is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Agreement in any jurisdiction.
Clause type: headings
The section headings used herein are for convenience only and shall not affect the construction hereof. [Representative(s)] As Representatives of the several Underwriters named in Schedule I hereto, c/o [Address] Ladies and Gentlemen: [Petro-Canada, a Canadian corporation (the "Parent")][PCF, a Delaware partnership ("PCF")], proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement Basic Provisions, dated , 200 , (the "Basic Provisions"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). The Basic Provisions are incorporated herein by reference in their entirety, and shall be deemed to be a part of this agreement (the "Terms Agreement" and, together with the Basic Provisions, the "Underwriting Agreement") to the same extent as if such Basic Provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement, except that each representation and warranty which refers to the Canadian Prospectus or the U.S. Prospectus in Section 1 of the Basic Provisions shall be deemed to be a representation or warranty as of the date of the Basic Provisions in relation to the Canadian Prospectus or the U.S. Prospectus (as therein defined), and also a representation and warranty as of the date of this Underwriting Agreement in relation to the Canadian Prospectus or the U.S. Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Underwriting Agreement. Each reference to the Representatives herein and in the provisions of the Basic Provisions so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Basic Provisions are used herein as therein defined. The Representatives designated to act on behalf of each of the Underwriters of the Designated Securities and the address of the Representatives are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the U.S. Prospectus, and a supplement to the Canadian Prospectus, respectively, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission and the Reviewing Authority. Subject to the terms and conditions set forth herein and in the Basic P...
Clause type: headings
The headings of this Agreement are inserted solely for the convenience of reference and are not part of, and are not intended to govern, limit or aid in the construction of any term or provision hereof.
Clause type: definitions
A. A grievance is a dispute of one or more employees, or a dispute between the State and the Union, involving the interpretation, application, or enforcement of the express terms of this Contract.
Clause type: headings
The section headings used herein are for convenience only and shall not affect the construction hereof.
Clause type: representations
and Warranties. Each of the Parent and the Borrower represents and warrants to the Administrative Agent and the Lenders that:
Clause type: investments
 So long as Buyer owns, legally or beneficially, any of the Debentures, the Company shall not, either directly or indirectly, make or have outstanding any new investments (whether through purchase of stocks, obligations or otherwise) in, or loans or advances to, any other Person, or acquire all or any substantial part of the assets, business, stock or other evidence of beneficial ownership of any other Person, except following: (i) investments in direct obligations of the United States or any state in the United States; (ii) trade credit extended by the Company in the Company’s Ordinary Course of Business; (iii) investments existing on the Effective Date and set forth in the financial statements provided to the Buyer; and (iv) capital expenditures first approved by the Buyer in writing, which approval shall not be unreasonably withheld.
Clause type: investments
 Except for the capital stock or other ownership interests of its Subsidiaries, the Company does not own or have the right to acquire, directly or indirectly, any shares of outstanding capital stock or securities convertible into or exchangeable for capital stock of any other corporation or any equity or other participating interest in the revenues or profits of any Person.
Clause type: interest
 4.3.1 If the Rent or any part thereof, or any other monies (including the amount of GST payable under Clause 4.2.1), due to the Landlord under this Agreement shall remain unpaid by the Tenant after the same is due (whether any formal demand thereof is made or not), the Tenant shall pay interest based on the prevailing Late Payment Interest Rate(s) (as defined in Clause 4.3.2) applicable to such outstanding monies at any time, from the date such monies fall due for payment until the date of actual payment (both before and after judgment) subject always to a minimum interest charge of $3.00, and such interest shall be recoverable from the Tenant as if the same were rent in arrears.
Clause type: termination
(a) In the event that the data importer is in breach of its obligations under these clauses, then the data exporter may temporarily suspend the transfer of personal data to the data importer until the breach is repaired or the contract is terminated.
Clause type: severability
If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.
Clause type: assignment
This Agreement shall be binding on and shall inure to the benefit of the parties and their successors and assigns. However, LICENSEE agrees that it shall not assign this Agreement or its rights hereunder without the prior written consent of LICENSOR except to a successor to substantially all of its business relating to Light Valves and whose obligations hereunder are guaranteed to LICENSOR by LICENSEE. LICENSOR may assign all of its rights and obligations hereunder to any successor to any of its business interests or to any company controlling or controlled by LICENSOR. All assignees shall expressly assume in writing the performance of all the terms and conditions of this Agreement to be performed by the assigning party, and an originally signed instrument of such assumption and assignment shall be delivered to the non-assigning party within 30 days of the execution of such instrument.
Clause type: entire
Agreement. This Agreement and the Operative Agreements contain the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter. None of the parties shall be liable or bound to any other party in any manner by any representations, warranties or covenants relating to such subject matter except as specifically set forth herein or in the Operative Agreements.
Clause type: headings
The headings in this Agreement are included solely for convenience of reference and shall not affect the interpretation of any provision of this Agreement or any of the rights or obligations of the Parties to this Agreement.
Clause type: investments
 Schedule, select, direct, execute, maintain records of, and provide monthly reports to SCPPA concerning, investments of moneys in accordance with reasonable and customary business practices relating to the administration of such investments and in accordance with any Indenture, if applicable.
Clause type: taxes
 (a) Except as shown on Schedule 5.14, or as it would not have a Material Adverse Effect on the Transferred Business or the Transferred Assets, all Tax Returns (as defined below), statements, reports and forms (including estimated Tax Returns and reports and information returns and reports) required to be filed with any Taxing Authority (as defined below) with respect to any Taxable (as defined below) period ending on or before the Closing Date, by or on behalf of Seller to the extent such Tax Returns are related to the Transferred Business or the Transferred Assets (collectively, the “Seller Returns”), have been or will be filed when due in accordance with all applicable laws (including any extensions of such due date), and all amounts shown due thereon have been paid or have been fully accrued on the Seller Financial Statements in accordance with GAAP. Except to the extent provided for or disclosed in the Seller Financial Statements (including notes thereto), the Seller Returns correctly reflect in all material respects (and, as to any Seller Returns not filed as of the date hereof but filed prior to the Closing Date, will correctly reflect in all material respects) the Tax liability and status of Seller. Seller has withheld and paid to the applicable financial institution or Governmental Body all amounts required to be withheld. Seller (or any member of any affiliated or combined group of which Seller has been a member) has not granted any extension or waiver of the limitation period applicable to any Seller Returns. There is no claim, audit, action, suit, proceeding, or investigation now pending or (to the best knowledge of Seller) threatened against or with respect to Seller in connection with the Transferred Business or the Transferred Assets in respect of any Tax or assessment. No written notice of deficiency or similar document of any Governmental Body has been received by Seller with respect to the Transferred Business or the Transferred Assets, and there are no Liabilities for Taxes (including Liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to the issues that have been raised (and are currently pending) by any Governmental Body that could, if determined adversely, materially affect the Liability of Seller or Purchaser for Taxes with respect to the Transferred Business or the Transferred Assets in other Taxable periods. There are no liens for Taxes upon the assets of Seller except liens for curren...
Clause type: headings
The Section headings of this Agreement are for convenience of reference only and are not intended to restrict, affect or influence the interpretation or construction of provisions of such Section.
Clause type: vesting
 (a) This Option shall not become exercisable as to any of the number of the Shares until the date that is one (1) year from the date of grant of the Option (the "Anniversary Date"). On the Anniversary Date, this Option may be exercised to the extent of 33% of the Shares. Upon the expiration of each calendar month from the Anniversary Date, this Option may be exercised to the extent of the product of (a) the total number of Shares set forth at the beginning of this Agreement and (b) the fraction the numerator of which is one (1) and the denominator of which is thirty-six (36) (the "Monthly Vesting Amount"), plus the shares as to which the right to exercise the Option has previously accrued but has not been exercised; provided, however, that notwithstanding any of the above, the 33% exercisable on the Anniversary Date and the Monthly Vesting Amount with respect to any calendar month shall become exercisable only if the Employee or Consultant was an employee or consultant, as applicable, of the Company or any Subsidiary of the Company as of the Anniversary Date and the last day of such month, respectively. Any time that the Optionee is on leave or is absent from performing services for the Company shall not be counted towards the vesting provided herein.
Clause type: investments
 On or after the Effective Date, existing investments from the Escrow Account and monies held in the Trust shall be invested by (i) the Trustee upon receipt of and in accordance with a Trustee Direction or (ii) by the Investment Manager identified for any sub-account and held in custody by the Trustee. The Trustee shall be responsible for tracking investment earnings on funds deposited into the Trust for each sub-account from different sources. The Trustee shall not be responsible for any loss of principal or interest resulting from making or disposing of any investments in accordance with a Trustee Direction except for any such investment where the Trustee, in its individual capacity, or any of its affiliates, is the obligor. The Financial Advisor shall deliver one or more Trustee Directions to the Trustee identifying the Investment Manager authorized to give investment directions for each particular sub-account, which Investment Managers shall be selected from those Investment Managers identified on Exhibit D. Only one Investment Manager shall be identified to give instructions for a particular sub-account or for any sub-account thereof. No Investment Manager may have authority to manage any sub-account or sub-accounts worth in the aggregate more than $400,000,000 on deposit calculated at the time such sub-account is initially opened and funded. The Financial Advisor is hereby directed to enter into an Investment Management Agreement with each such Investment Manager substantially similar to the contract dated July 9, 2001 between the Interim Financial Advisor and Blackrock, as amended Exhibit E). Each Investment Management Agreement shall require that the Investment Manager invest funds pursuant to the Cash Investment Guidelines attached as Exhibit F. Each Trustee Direction delivered by the Financial Advisor or an Investment Manager pursuant to Section 1.02 shall certify that the investment being requested conforms with the requirements of Section V of the Cash Investment Guidelines attached as Exhibit F. The Trustee is entitled to conclusively rely on such certifications. The Financial Advisor shall cause each Investment Manager to deliver a copy of each Trustee Direction to the Trustee by facsimile transmission (receipt confirmed by telephone) as soon as execution of each trade is confirmed by an Investment Manager but no later than 4:00 p.m. (CST) on the business day before the settlement of the trade. Investment security trades made pursuant to an Tr...
Clause type: payment
 The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the Shares being purchased in cash (by check), or where permitted by law:
Clause type: insurance
The attached Insurance Schedule contains a description of each insurance policy maintained by the Company and its Subsidiaries with respect to its properties, assets and businesses or otherwise, and each such policy is in full force and effect as of the Initial Closing. Except as set forth on the Insurance Schedule, the Company and its Subsidiaries do not have any self-insurance or co-insurance programs, and the reserves set forth on the Latest Balance Sheet are adequate to cover all anticipated liabilities with respect to any such self-insurance or co-insurance programs.
Clause type: taxes
 (a) The payment of requisite federal, state, local, or other taxes, if any, due upon the settlement of the Award may, at the discretion of the Committee, be satisfied by instructing the Company to withhold from the Shares otherwise issuable upon settlement of the Award that number of Shares having a total Fair Market Value equal to the amount of income and other taxes due as determined by the Company. Under no circumstances can the Company be required to withhold from the Shares that would otherwise be delivered to the Employee upon the settlement of the Award a number of Shares having a total Fair Market Value that exceeds the aggregate amount of taxes due as determined by the Company. To the extent that any surrender of Shares or payment of cash or alternative procedure for such payment is insufficient, the Employee authorizes the Company, its Affiliates, and Subsidiaries, which are qualified to deduct tax at the source, to deduct all applicable required withholding taxes and social insurance contributions from the Employee’s compensation to the extent permitted by law. The Employee agrees to pay any amounts that cannot be satisfied from wages or other cash compensation, to the extent permitted by law. The Employee acknowledges and agrees that the Company may delay the delivery of Shares that would otherwise be delivered to the Employee upon settlement of the Award until the Employee has made arrangements satisfactory to the Company to satisfy any income or other tax withholding obligations of the Employee.
Clause type: ownership_of_shares
 Holder (i) as of the date of this Agreement, is the holder of record and beneficial owner of the Shares free and clear of any liens, claims, options, charges or other encumbrances that would interfere with the voting of the Shares or the granting of any proxy with respect thereto, (ii) as of the date of this Agreement, does not beneficially own any shares of capital stock of Cascade other than the Shares (except to the extent that Holder currently disclaims beneficial ownership in accordance with applicable law) and (iii) has full power and authority to make, enter into, deliver and carry out the terms of this Cascade Stock Voting Agreement and the Proxy. (b)
Clause type: entire
Agreement. This Agreement and the other writings referred to herein or delivered pursuant hereto contain the entire agreement among the parties with respect to the subject matter hereof and supersede all prior and contemporaneous arrangements or understandings with respect thereto.
Clause type: now
THEREFORE in consideration of the above premises and of Indemnitee continuing to serve the Company directly or, at its request, with another enterprise, and intending to be legally bound hereby, the parties agree as follows:
Clause type: miscellaneous
a. This Agreement shall be governed by the laws of the State of New York.