bhaskrr/legal-clauses huggingface dataset:
Clause type: definitions
References in this Agreement to “affiliate” shall mean, as to any person, any other person which, directly or indirectly, controls, or is controlled by, or is under common control with, such person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise. References in the Agreement to “person” shall mean an individual, a corporation, a partnership, an association, a trust or any other entity, group (as such term is used in Section 13 of the Exchange Act) or organization, including, without limitation, a governmental body or authority.
Clause type: taxes
 The Company may withhold from any benefits payable under this Agreement all federal, state, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling.
Clause type: grant_of_option
 The Company hereby grants to the Optionee the right, privilege, and option (the "Option") to purchase Ten Thousand Three Hundred Thirty-Three (10,333) shares (the "Option Shares") of the Company's common stock (the "Common Stock"), according to the terms and subject to the conditions set forth in this Agreement and the Plan. The Option is not intended to be an "incentive stock option," as that term is used in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
Clause type: capitalization
 HDL has authorized capital stock of 160,000,000 shares of Common Stock, par value $0.30 per share, of which 11,880,000 shares are issued and outstanding as of the date hereof. All issued and outstanding shares of capital stock of HDL have been duly authorized, validly issued, fully paid, nonassessable and are free of preemptive rights. There are no other convertible securities, options, warrants, subscription calls or other rights or agreements, arrangements or commitments obligating HDL to issue, transfer or sell any of its securities. None of such issued and outstanding shares is the subject of any voting trust agreement or other agreement relating to the voting thereof or restricting in any way the sale or transfer thereof.
Clause type: board
 The Board shall consist of ten members, one of whom shall be the Chairman.
Clause type: investments
 No Loan Party shall, directly or indirectly, make or maintain any Investment except: (a) Investments permitted by SECTION 6.3 or 6.4 (b) Investments outstanding on the date hereof and listed in SCHEDULE 6.2;(c) Investments in Cash Equivalents at any time during which no Revolving Credit Advances are outstanding and which are subject to a first priority perfected Lien of Agent for the benefit of Lenders; (d) Investments representing stock or obligations issued to any Loan Party in settlement of claims against any other Person by reason of a composition or readjustment of debt or reorganization of any debtor of any Loan Party; (e) Investments represented by deposits into the Concentration Account, the Blocked Accounts, the Disbursement Accounts and other bank accounts of such Loan Party to the extent permitted hereunder; (f) the Investment by Borrower in DSG Holdings contemplated by Section 1.2 of the DSG Holdings Contribution Agreement; (g) a non-cash investment by Borrower in the preferred equity capital of DSG Holdings, the consideration for which shall be the exchange of outstanding trade Accounts owed from DSG Holdings to Borrower in an amount not to exceed $6,000,000 and otherwise on terms and conditions satisfactory to Agent, PROVIDED, that such exchange of debt to equity has been completed no later than May 31, 2000; (h) an intercompany loan or advance made by Borrower to DSG Holdings at any one time after October 29, 1999 in a principal amount not to exceed $5,000,000, PROVIDED that (i) DSG Holdings shall have received a capital contribution commitment, in form and substance satisfactory to Agent, in an amount (net of expenses) sufficient (without giving consideration to any other sources of funds available to DSG Holdings) to enable DSG Holdings to repay such intercompany loan or advance by the time required hereunder, (ii) such intercompany loan or advance shall be payable no later than the earlier of (A) 90 days after the making thereof and (B) an initial public offering of the Stock of dsports.com and shall be evidenced by a promissory note in form and substance satisfactory to Agent, (iii) such promissory note shall be pledged and delivered to Agent pursuant to the Security Agreement, (iv) if DSG Holdings shall issue any Stock on or after the date on which the intercompany loan or advance referred to in clause (h) above is made, no later than the Business Day following the date of receipt of the proceeds thereof, DSG Holdings shall repay to the...
Clause type: notices
Any notice under this Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the other party at such address as such other party may designate for the receipt of such notice.
Clause type: ownership_of_shares
 The Sellers or their wholly-owned Subsidiaries are the record and beneficial owners of the Shares, and will transfer and deliver to the Purchaser at the Closing valid title to the Shares free and clear of any Lien or any other limitation or restriction. The Sellers Beneficially Own 12,000,000 shares of Common Stock, in the aggregate, and none of the Sellers nor any of their Affiliates Beneficially Own any securities of the Purchaser other than such 12,000,000 shares of Common Stock.
Clause type: ownership_of_shares
 Except for the rights acquired by Parent pursuant to this Agreement, Stockholder holds all of the legal and beneficial ownership of and title to the Shares, free and clear of any liens. Delivery to the Parent of certificates representing the Shares pursuant to this Agreement will transfer to Parent valid title thereto, free and clear of all liens. Stockholder has no legal obligation, absolute or contingent, to any other person or firm to sell any of the Shares or to effect any merger, consolidation, or other reorganization of VPI or to enter into any agreement with respect to the Shares.
Clause type: loans
 (i) Make any loan or loan commitment or renewal or extension thereof to any Person which would, when aggregated with all outstanding loans or loan commitments or any renewals or extensions thereof made to such Person and any Affiliate or immediate family member of such Person, exceed $3,000,000 or (ii) purchase or sell any loan or loan participation without submitting a copy of the loan write up containing the information customarily submitted to the Board of Directors or Credit and Loan Committee of the Company or the Company Bank, as applicable, in connection with obtaining approval for such action to the Chief Credit Officer of Parent two (2) full Business Days prior to taking such action; provided that, if Parent objects in writing to such loan or loan commitment or renewal or extension thereof or such purchase or sale within two (2) full Business Days after receiving such loan write up, the Company shall obtain the approval of a majority of the members of the Credit and Loan Committee of the Company or the Company Bank, as applicable, prior to making such loan or loan commitment or renewal or extension thereof or such purchase or sale. The Company shall not forgive any loans to directors, officers or employees of the Company.
Clause type: base-salary
 A base annual salary equal to the annual salary in effect as of the Change in Control. The annual salary shall be payable in installments in accordance with the Company’s usual payroll method.
Clause type: assignment
Except as hereunder provided, neither this Agreement nor any rights or obligations hereunder may be assigned by any party without the written consent of the other parties. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Chase may, with the Fund's consent, subcontract for the performance hereof with any subsidiary or other affiliate of Chase, and may, with the Fund's consent, subcontract for the performance hereof with third parties other than a subsidiary or affiliate of Chase; provided, however, that Chase shall be as fully responsible to the Fund for the acts or omissions of any subcontractor as it is for its own acts and omissions and shall be responsible for its choice of subcontractor.
Clause type: investment-company-act
 (i) Each of the Transferor and the Issuer is not required to be registered as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”); (ii) the Issuer satisfies the requirements to rely on the exemption from the definition of “investment company” provided by the exclusion provided by Section 3(c)(5) under the Investment Company Act, although there may be additional exclusions or exemptions available to the Issuer; and (iii) the interests under the Transaction Documents will not cause the Owners, the Managing Agents or the Administrative Agent to have an “ownership interest” in a “covered fund” for purposes of regulations adopted under Section 13 of the Bank Holding Company Act of 1956 (commonly referred to as the “Volcker Rule”).
Clause type: headings
The article, section and paragraph headings contained in this Agreement and in the Ancillary Agreements are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or any Ancillary Agreement.
Clause type: whereas
the Depositor and the Delaware Trustee have heretofore duly declared and established a business trust pursuant to the Delaware Business Trust Act by the entering into that certain Trust Agreement, dated as of November 4, 1996 (the "Original Trust Agreement"), and by the execution and filing with the Secretary of State of the State of Delaware of the Certificate of Trust, filed on November 6, 1996, attached as Exhibit A (the "Certificate of Trust"); and
Clause type: headings
The Article and Section headings contained herein are included solely for convenience of reference, are not intended to be full or accurate descriptions of the content thereof and shall not be considered part of this Agreement.
Clause type: grant_of_option
 Subject to the terms, restrictions, limitations and --------------- conditions stated herein, the Company hereby evidences its grant to the Optionee, not in lieu of salary or other compensation, of the right and option (the "Option") to purchase all or any part of the number of shares of the Company's Common Stock, no par value (the "Stock"), set forth on Schedule A attached hereto and incorporated herein by reference. The Option shall be exercisable in the amounts and at the time specified on Schedule A. The Option shall expire and shall not be exercisable on the date specified on Schedule A or on such earlier date as determined pursuant to Section 8, 9, or 10 hereof. Schedule A states whether the Option is intended to be an Incentive Stock Option.
Clause type: dividends
 The Company has not declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock.
Clause type: taxes
 The Company and each Subsidiary has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except where (a) (i) the validity or amount thereof is being contested in good faith by appropriate proceedings, (ii) the Company or such Subsidiary, as applicable, has set aside on its books reserves with respect thereto to the extent required by GAAP and (iii) such contest effectively suspends collection of the contested obligation and the enforcement of any Lien securing such obligation or (b) the failure to do so would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Clause type: headings
The headings in this Agreement are inserted for convenience of reference only and are not to be used in construing or interpreting the provisions of this Agreement.
Clause type: taxes
 (a) For purposes of this Section 2.20, the term “
Clause type: base-salary
 For the period April 1, 1998 through July 31, 1998, the Executive shall receive a base salary at the annual rate of $150,000 (the "Base Salary"), with such Base Salary payable in installments consistent with the Company's normal payroll schedule, subject to applicable withholding and other taxes. For the fiscal year beginning April 1, 1998, the Executive's Base Salary shall increase to an annual rate of $194,000. For all subsequent years that this Agreement is in effect, the Base Salary shall be reviewed, at least annually, for merit increases and may, by action and in the discretion of the Compensation Committee or the Board, be increased at any time or from time to time. In addition, on August 1, 1999, and each subsequent August 1 prior to the Expiration Date, the Base Salary shall be increased, but shall not be decreased, by the greatest of: (i) five percent (5%); (ii) that percentage by which the net sales of the Company for the immediately preceding fiscal year exceeds such net sales for the next preceding fiscal year; or (iii) that percentage by which the Consumer Price Index, for the Rockville, Maryland area published by the United States government (the "Index") for the immediately preceding fiscal year exceeds such index for the next preceding fiscal year. If publication of the Index is discontinued, the parties hereto shall accept comparable statistics on the cost of living for the Rockville, Maryland area as computed and published by an agency of the United States government, or if no such agency computes and publishes such statistics, by any regularly published national financial periodical that does compute and publish such statistics. For this purpose, "net sales" shall mean the net sales of the Company, as reflected on the Company's financial statements for the fiscal year.
Clause type: severability
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties.
Clause type: investments
 (a) Each Loan Party agrees that it will not, and will not permit any of its Restricted Subsidiaries to, make, purchase, acquire or hold any Investments except:
Clause type: counterparts
This Credit Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Credit Agreement to produce or account for more than one such counterpart for each of the parties hereto. Delivery by facsimile by any of the parties hereto of an executed counterpart of this Credit Agreement shall be as effective as an original executed counterpart hereof and shall be deemed a representation that an original executed counterpart hereof will be delivered.
Clause type: base-salary
 While Executive is employed hereunder, the Company will pay Executive a base salary at the annual rate of $450,000 (the “Base Salary”). The Base Salary shall be reviewed by the Board or a duly authorized committee or sub-committee of the Board of the Company (the “Committee”) as soon as practicable after the end of each fiscal year during the Term, beginning with the fiscal year ending on January 31, 2008. Based upon such reviews, the Committee annually may increase, but shall not decrease, the Base Salary. Any increase in Base Salary shall not serve to limit or reduce any other obligation to Executive under this Agreement. The Base Salary will be payable in substantially equal installments in accordance with the Company’s payroll practices as in effect from time to time. The Company shall deduct from each such installment all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which Executive participates.
Clause type: whereas
the Parties desire to further amend said Agreement in the manner hereinafter set forth;
Clause type: investments
 The Trustees shall not in any way be bound or limited by present or future laws, rules, regulations, or customs in regard to investments by fiduciaries, but shall have full authority and power to authorize the Trust to make, invest and reinvest in, to buy or otherwise acquire, to hold, for investment or otherwise, to borrow, to sell, terminate, exercise or otherwise dispose of, to lend or to pledge, to write, enter into, engage, trade or deal in any and all investments or investment strategies as they may deem proper at any time and from time to time to accomplish the purpose of the Trust or any Series thereof. In furtherance of, and in no way limiting, the foregoing, the Trustees shall have power and authority to authorize the Trust:
Clause type: notices
Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.
Clause type: esop
 Subject to compliance with the Applicable Laws and resolutions of the WFOE’s board directors, the Parties agree that:
Clause type: headings
Section headings in this Consent are included herein for convenience of reference only and shall not constitute a part of this Consent for any other purpose.
Clause type: now
THEREFORE in consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows:
Clause type: investment-company-act
 Neither the Borrower nor Solar Senior Capital is required to register as an “investment company” under the provisions of the 1940 Act; provided, that Solar Senior Capital is regulated as a “business development company” under the 1940 Act.
Clause type: miscellaneous
a. A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.
Clause type: whereas
all acts and things necessary to make this Indenture a valid agreement according to its terms, have been done and performed;
Clause type: compensation
 For all services rendered by the Executive in any capacity during the Period of Employment, the Executive shall be compensated as follows:
Clause type: headings
The headings contained herein are for convenience only and shall not affect the meaning or interpretation hereof.
Clause type: indemnification
(a) The Banks agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so), ratably (as reasonably determined by the Administrative Agent), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including without limitation at any time following the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of this Agreement, or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided that no Bank shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct. The agreements in this subsection 9.7 shall survive the payment of the Loans and all other amounts payable hereunder.
Clause type: payment
 Unless otherwise specified in the Special Provisions of this Agreement, Buyer agrees to make payment against Seller’s invoice for the crude oil purchased hereunder to a bank designated by Seller in U.S. dollars by telegraphic transfer in immediately available funds. Unless otherwise specified in the Special Provisions of this Agreement, payment will be due on or before the 20th of the month following the month of delivery. If payment due date is on a Saturday or New York bank holiday other than Monday, payment shall be due on the preceding New York banking day. If payment due date is on a Sunday or a Monday New York bank holiday, payment shall be due on the succeeding New York banking day. Payment shall be deemed to be made on the date good funds are credited to Seller’s account at Seller’s designated bank. In the event that Buyer fails to make any payment when due, Seller shall have the right to charge interest on the amount of the overdue payment at a per annum rate which shall be two percentage points higher than the published prime lending rate of Morgan Guaranty Trust Company of New York on the date payment was due, but not to exceed the maximum rate permitted by law.
Clause type: base-salary
 In consideration of the Executive’s performance of the obligations under this Agreement, during the Term, the Bank shall pay or cause to be paid to the Executive a salary at the annual rate of not less than $500,000 (as may be increased from time to time, the “Base Salary”), payable in installments in accordance with the Bank’s regular payroll policies and procedures. The Executive’s salary shall be reviewed annually by the Board or by the Board committee having jurisdiction over executive compensation (the “Compensation Committee”). In the discretion of the Board or the Board committee having jurisdiction over executive compensation, the Executive’s Base Salary may be increased at any time and from time to time. However, the Executive’s Base Salary shall not be reduced at any time during the Term.
Clause type: compensation
 (a) For services rendered under this Employment Agreement, the Company shall pay the Employee a salary determined annually by the Compensation Committee of the Board of Directors (the "Base Salary"), payable (after deduction of applicable payroll taxes) in equal bi-weekly installments. Employee's Base Salary as of the Effective Date shall be $145,000. The Employee shall also be eligible for and participate in such fringe benefits as shall be generally provided to executives of the Company, including medical insurance and retirement programs which may be adopted from time to time during the term hereof by the Company. On an annual basis, the Compensation Committee shall review Employee's salary and make such adjustment as may be warranted based upon Employee performance, Company financial performance, economic conditions, etc.