bhaskrr/legal-clauses huggingface dataset:
Clause type: ownership_of_shares
 (a) Kayne Anderson is the record and beneficial owner (as defined Section 5.3 hereof) of the number of Kayne Anderson Shares set forth in the recitals hereto, free and clear of any Encumbrances and free from any other limitation or restriction (including, but not limited to, any restriction on the right to vote, sell or otherwise dispose of the Kayne Anderson Shares). There are no outstanding options or other rights to acquire from Kayne Anderson, or obligations of Kayne Anderson to sell or to dispose of, any of the Kayne Anderson Shares. Kayne Anderson holds exclusive power to vote the number of Kayne Anderson Shares set forth in the recitals hereto, subject to the limitations set forth in Article 1 hereof. As of the date of this Agreement, the number of Kayne Anderson Shares set forth in the recitals hereto represents all of the shares of capital stock of the Company owned by Kayne Anderson, and Kayne Anderson does not own any options or other rights to acquire shares of capital stock of the Company. Kayne Anderson has sole voting power and sole power to issue instructions with respect to the matters set forth in Section 1.1 hereof, sole power of disposition and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Kayne Anderson Shares, with no limitations, qualifications or restrictions on such rights (subject to applicable securities laws).
Clause type: ownership_of_shares
 As of the date of this Agreement, such Seller is the beneficial owner of, and wishes to sell to Buyer, the Shares set forth opposite its name on Schedule I. At the Closing, such Seller (i) shall be the beneficial owner of the Shares set forth opposite such Seller’s name on Schedule I and (ii) shall deliver to Buyer good and valid title to such Shares, free and clear of any Liens (except for transfer restrictions under applicable state and federal securities laws). There are no restrictions on the transfer of the Shares to be sold to Buyer by such Seller imposed by any agreement binding on such Seller or the Shares (including any shareholder or similar agreement), the organizational documents of the Company or any transnational, domestic or foreign federal, provincial, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority (as defined below) (“Applicable Law”). Such Seller is not a party to, and none of its Shares are bound by, (i) any option, warrant, purchase right, right of first refusal, call, put or other agreement or arrangement (other than this Agreement) that could require such Seller to sell, transfer, hypothecate, pledge or otherwise dispense of any Shares or (ii) any voting trust, proxy or other agreement or arrangement relating to the voting of Shares.
Clause type: investment_company
 Neither the Company nor any of the Company Subsidiaries is an “investment company” as defined under the Investment Company Act of 1940, as amended, and neither the Company nor any of the Company Subsidiaries sponsors any person that is such an investment company.
Clause type: miscellaneous
(i) The Trust may interpret the provisions of this Section 11.10 to resolve any inconsistency or ambiguity, remedy any formal defect or make any other change or modification that does not substantially adversely affect the rights of Beneficial Owners of APS.
Clause type: board
 (a) Subject to the terms of each Statement of Preferences, the number of Directors shall be such number, not less than three, as shall be approved from time to time by a majority of Directors then in office. No reduction in the number of Directors shall have the effect of removing any Director from office prior to the expiration of his or her term. An individual nominated as a Director shall be at least 21 years of age and not older than such age as shall be approved from time to time by not less than two-thirds of the Directors then in office and shall not be under legal disability. Directors need not own Interests or be Partners and may succeed themselves in office. The names and addresses of the Directors shall be set forth in the records of the Company.
Clause type: governing
Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
Clause type: taxes
 All applicable taxes levied on account of the royalties and other payments accruing or made to Broncus pursuant to this Agreement, other than taxes on Broncus’ net income, shall be paid by Asthmatx. If provision is made in law or regulation for withholding of taxes of any type, levies or other charges with respect to any royalty or other amounts due and payable under this Agreement by Asthmatx to Broncus, then Asthmatx shall be entitled to deduct such tax, levy or charge from the royalty or other payment to be made by it and shall pay such tax, levy or charge to the proper taxing authority. A receipt of payment of the tax, levy or charge shall be promptly delivered to Broncus, together with copies of all pertinent communications from or with such governmental authorities with respect thereto. At Broncus’ reasonable request and at Asthmatx’s expense, Asthmatx shall reasonably assist Broncus in any effort by Broncus in claiming any exemption from such deductions or withholdings under any double taxation or similar agreement or treaty from time to time in force, and in minimizing the amount required to be so withheld or deducted.
Clause type: employee_benefits
 (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or State law. Each Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service and to the best of any Borrower’s or Guarantor’s knowledge, nothing has occurred which would cause the loss of such qualification. Each Borrower and its ERISA Affiliates have made all required contributions to any Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.
Clause type: termination
This Agreement (with respect to a particular Certificate Offering) and the related Terms Agreement shall be subject to termination in the absolute discretion of the Underwriter, by notice given to the Company prior to delivery of and payment for the related Offered Certificates, if prior to the related Closing Date (i) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, (ii) a general moratorium on commercial banking activities in New York shall have been declared by either federal or New York State authorities, or (iii) there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the Underwriter, impracticable to market such Offered Certificates.
Clause type: interest
 If any payment is not made on or before the due date for payment, interest shall be payable at the rate selected. If there is no due date for payment, interest shall be payable if there has been an unreasonable delay in payment. Interest payable shall be appropriate to the currency involved. If the amount of interest is not mutually agreed, interest will be payable at a rate of 1.5% per calendar month, calculated daily.
Clause type: taxes
 The Companies have each made a valid election pursuant to Section 1362(a) of the Code, to be an "S Corporation" within the meaning of Section 1361(a)(1) of the Code and have continued to qualify as such for all taxable years since their formation and will continue to so qualify until consummation of the transactions contemplated hereby. No Company has acquired assets of another corporation in a transaction described in Section 381(a) of the Code and no Company has any "net unrealized built-in gain" on which the tax imposed pursuant to Section 1374 of the Code could be imposed upon recognition thereof, except (in each case) as disclosed in Schedule 2.8(a) hereto. The Companies and, for any period during all or part of which the tax liability of any other corporation was determined on a combined or consolidated basis with the Companies, any such other corporation, have filed timely all federal, state, local and foreign tax returns, reports and declarations required to be filed (or have obtained or timely applied for an extension with respect to such filing) correctly reflecting the Taxes and all other information required to be reported thereon and have paid, or made adequate provision for the payment of, all Taxes which are due pursuant to such returns or pursuant to any assessment received by the Companies or any such other corporation. Copies of all tax returns for the fiscal years ended since December 31, 1992 will be furnished or made available to UAG or its representatives and such copies are accurate and complete as of the date hereof. The Companies will also furnish to UAG correct and complete copies of all material notices and correspondence sent or received since December 31, 1994 by the Companies to or from any federal, state or local tax authorities. Except with respect to any "net unrealized built-in gain" set forth on Schedule 2.8(a) hereof, (i) the Companies shall have adequately reserved for the payment of all Taxes with respect to periods ended on or prior to the Closing Date for which tax returns have not yet been filed, (ii) except to the extent reserves therefor are reflected on the Company Balance Sheet, or will be reflected on the Closing Date Balance Sheet, the Companies are not liable, or will not become liable, for any Taxes for any period ending on or prior to the Closing Date and (iii) in the ordinary course, the Companies make adequate provision on their books for the payment of all Taxes (including for the current fiscal period) ...
Clause type: base-salary
 The Company shall pay the Executive an annual base salary of Sixty Thousand ($60,000.00) in the first year. For each year during the Initial Term, Executive's Base Salary shall be increased by $50,000.00 each successive Term year, provided that the Company meets its annual performance goals, which are approved each year by the Board of Directors and the Executive. Such annual base salary shall be payable in equal installments at least semi-monthly, less taxes required by law to be withheld. However, if the Company is not generating sufficient revenues to pay its debts as they become due, including, but not limited to, all Company operating expenses, such as the salaries of other employees and the Company's operating expenses, and the Company's other indebtedness, the annual base salary of the Executive shall be deferred in such amount and for such time as is determined by the Board of Directors of the Company. Executive agrees to accept a mutually agreeable percentage of his Base Salary in Company stock at a valuation to be agreed upon by the parties. The valuation of the shares shall be the stock trading price if the Company stock is trading on an unrestricted basis.
Clause type: now
THEREFORE in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, the Company and the Executive (individually a "Party" and together the "Parties") agree as follows:
Clause type: interest
 Central Vermont Public Service Corporation, a Vermont corporation (the "Company"), promises to pay interest on the principal amount of this Bond of First Series at a rate of 8 1/8% per annum, from July 30, 1999 until maturity, payable semi-annually in arrears on February 1 and August 1 each year, commencing on February 1, 2000. The Company shall make each interest payment to the Holders of record on the immediately preceding January 15 and July 15. Interest on the Bonds will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30 day months. The Company promises to pay Liquidated Damages, if any, pursuant to the terms of the Registration Rights Agreement, as defined below. The terms of redemption shall be pursuant to Section 2.02 of the First Supplemental Indenture, as defined below.
Clause type: compensation
 Increase the annual fee or per-meeting fees paid to the members of its Board of Directors during any year by more than 15% over the prior year; pay or accrue total cash compensation, during any year, to its officers and senior management employees in an aggregate amount in excess of 115% of that paid or accrued in the prior year.
Clause type: confidentiality
The Executive shall retain in confidence any and all confidential information known to the Executive concerning the Company and its business so long as such information is not otherwise publicly disclosed.
Clause type: ownership_of_shares
 As of the date hereof, Parent and Merger Sub beneficially own no Shares.
Clause type: headings
The title of and section headings in this Security Agreement are for convenience of reference only, and shall not govern the interpretation of any of the terms and provisions of this Security Agreement.
Clause type: payment
 A An employee shall receive holiday pay at the employee's base hourly straight time rate for a number of hours equal to the em- ployee's regular daily working schedule, not to exceed eight (8) hours. In addition, as provided for in Section 4 below, employ- ees who work their holiday may, at their option, elect to have their annual leave balance credited with up to eight (8) hours of annual leave in lieu of holiday leave pay. B Holiday pay is in lieu of other paid leave to which an employee might otherwise be entitled on the employee's holiday.
Clause type: assignment
PFPC may assign its rights hereunder to any majority-owned direct or indirect subsidiary of PFPC or of The PNC Financial Services Group, Inc., provided that PFPC gives the Fund 30 days prior written notice of such assignment.
Clause type: notices
(i) All communications under this Agreement shall be in writing and shall be delivered by hand or facsimile or mailed by overnight courier or by registered or certified mail, postage prepaid:
Clause type: entire
Agreement. This Lease contains all covenants and agreements between Landlord and Tenant relating in any manner to the leasing, use and occupancy of the Premises, to Tenant's use of the Building and other matters set forth in this Lease. No prior agreements or understanding pertaining to the same shall be valid or of any force or effect and the covenants and agreements of this Lease shall not be altered, modified or added to except in writing signed by Landlord and Tenant.
Clause type: now
THEREFORE in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Consultant hereby agree as follows:
Clause type: whereas
all acts and things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee or a duly authorized authenticating agent, as in this Indenture provided, the valid, binding and legal obligations of the Company, and this Indenture a valid agreement according to its terms, have been done and performed, and the execution of this Indenture and the issuance hereunder of the Notes have in all respects been duly authorized.
Clause type: miscellaneous
(a) This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.
Clause type: loans
 Subject to the terms of this Agreement, CNB agrees to make loans (“Loans”) from time to time to Borrower, from the date of this Agreement up to but not including the Termination Date, at such times as Borrower may request, up to the amount of the Borrowing Base. The Loans may be repaid and reborrowed at any time up to the Termination Date; provided, however, that the aggregate unpaid principal amount of outstanding Loans will at no time exceed the Borrowing Base.
Clause type: ownership_of_shares
 (a) Stockholder is the record and/or beneficial owner of that number of shares of Company Common Stock set forth opposite Stockholder's name on Annex 1 attached hereto (such shares hereinafter referred to as the "Existing Shares," and together with any shares of Company Common Stock acquired of record or beneficially by Stockholder in any capacity after the date hereof and prior to the termination hereof, whether upon exercise of options, conversion of convertible securities, purchase, exchange or otherwise, referred to as the "Stockholder Shares"). Notwithstanding the foregoing, neither the Existing Shares nor the Stockholder Shares include any shares of Company Common Stock owned of record by Co-Stockholder.
Clause type: payment_terms
 An invoice for services/activities shall be submitted to the address specified below upon the completion of the services/activities and approval of the County Project Manager. Subrecipient shall reference Contract number on invoice. Payment will be net 30 days after receipt of an invoice, contingent upon availability of funds, in a format acceptable to the County of Orange, verified and approved by OC Community Resources and subject to routine processing requirements of the County. The responsibility for providing an acceptable invoice rests with the Subrecipient. Billing shall cover services not previously invoiced. The Subrecipient shall reimburse the County of Orange for any monies paid to the Subrecipient for services not provided or when services do not meet the Contract requirements. Payments made by the County shall not preclude the right of the County from thereafter disputing any items or services involved or billed under this Contract and shall not be construed as acceptance of any part of the services. Invoice(s) are to be sent to: OC Community Resources Accounting 1770 North Broadway, 4th Floor Santa Ana, CA 92706
Clause type: termination
In the event that the Closing shall not have occurred with respect to the Buyers on or before five (5) business days from the date hereof due to the Company's or the Buyer's failure to satisfy the conditions set forth in Sections 6 and 7 above (and the non-breaching party's failure to waive such unsatisfied condition(s)), the non-breaching party shall have the option to terminate this Agreement with respect to such breaching party at the close of business on such date without liability of any party to any other party.
Clause type: assignment
Neither this Agreement nor any right created by it shall be assignable by either party without the prior written consent of the other.
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of (i) 200,000,000 Shares, and (ii) 25,000,000 shares of preferred stock, par value $0.01 per share (“Company Preferred Stock”). As of June 19, 2008, (i) 74,325,043 Shares were issued and outstanding (not including Shares held in the treasury of the Company), all of which are duly authorized, validly issued, fully paid and non-assessable, (ii) 994,731 Shares were held in the treasury of the Company, (iii) no Shares are held by the Subsidiaries, (iv) 4,386,270 Shares were reserved for future issuance pursuant to outstanding Company Stock Options, Company Restricted Stock Awards, Company Performance Share Awards and other purchase rights (the “Company Stock Awards”) granted pursuant to the Company Stock Option Plan, and (v) no shares of Company Preferred Stock were issued and outstanding. Except as set forth in this Section 4.03, there are no options, warrants, convertible debt or other convertible instruments or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or obligating the Company to issue or sell any shares of capital stock of, or other equity interests in, the Company.
Clause type: whereas
pursuant to Section 9.01 of the Indenture, the Trustee and the Issuer are authorized to execute and deliver this Supplemental Indenture.
Clause type: termination
This Agreement and the obligations of the parties hereunder shall terminate upon the end of the Effectiveness Period, except for any liabilities or obligations under Section 4, 5 or 6 hereof and the obligations to make payments of and provide for liquidated damages under Section 2(e) hereof to the extent such damages accrue prior to the end of the Effectiveness Period, each of which shall remain in effect in accordance with its terms.
Clause type: counterparts
This Agreement may be executed in several counterparts, all of which taken together shall constitute one single agreement between the Parties hereto.
Clause type: payment
 Payment of the purchase price shall be determined through negotiation between the Transferors and Party A （including the Designee） in accordance with the applicable laws at the time of the exercise of the Option.
Clause type: now
THEREFORE in consideration of the premises and the mutual promises hereinafter set forth, the Trust, the Advisor and the Sub-Advisor agree as follows:
Clause type: assignment
This Agreement will be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties. The rights and obligations hereunder shall not be assignable or transferable by Buyer or Seller (including by operation of law in connection with a merger, or sale of substantially all the Assets, of Buyer or Seller) without the prior written consent of the other party hereto; provided, however, that no assignment shall limit or affect the assignor’s obligations hereunder; and provided, further that, subject to the foregoing proviso, in connection with the Financing, Buyer may assign this Agreement as collateral security to any lender or an agent on behalf of a group of lenders. Any attempted assignment in violation of this Section 15.01 shall be void.