bhaskrr/legal-clauses huggingface dataset:
Clause type: base-salary
 Executive’s initial annual base salary under this Agreement shall be $290,000, less required deductions. The Compensation Committee shall review Executive’s base salary on an annual basis, and the Compensation Committee, upon such review and in its sole discretion, may increase or decrease Executive’s base salary by an amount which the Compensation Committee deems appropriate in light of the Post Group’s and Executive’s performance during the period covered by such review; provided, however, that Executive’s base salary under this § 5.1 shall not be reduced below $290,000 per annum. Executive’s base salary, less any required deductions, shall be paid to Executive in accordance with the Post Group’s standard payroll practices and procedures for salaried employees. Notwithstanding the foregoing, Post reserves the right before a Change in Control to roll-back Executive’s Base Salary if such roll-back is effected pursuant to a roll-back program approved by the Board which includes a majority of the executives at or above the Executive Vice President level, and the roll-back for Executive is consistent with the roll-back for such other executives.
Clause type: whereas
the parties hereto desire to incorporate by reference those certain Standard Indenture Terms, dated as of February 16, 2006, and attached to the Omnibus Instrument as Exhibit C (the “Standard Indenture Terms”) and all capitalized terms not otherwise defined herein (including the recitals hereof) shall have the meanings set forth in the Standard Indenture Terms (the Standard Indenture Terms and this Indenture, collectively, the “Indenture”).
Clause type: assignment
The rights, responsibilities and duties under this Contract are personal to the Contractor and may not be transferred or assigned without the express prior written consent of the County.
Clause type: financing
 At the expiration of the Offer and the Effective Time, Parent and Sub will have available all the funds necessary for the acquisition of all Shares pursuant to the Offer and to perform their respective obligations under this Agreement, including without limitation payment in full for all shares of Company Common Stock validly tendered into the Offer or outstanding at the Effective Time.
Clause type: entire
Agreement. This Agreement is intended by the parties hereto as a final expression of their agreement, and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein.
Clause type: severability
If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein.
Clause type: insurance
The Contractor shall not commence work or be required to commence work under this Agreement unless and until all insurance required under this paragraph has been obtained and such insurance has been approved by Risk Management, and Contractor shall use diligence to obtain such insurance and to obtain such approval. The Contractor shall furnish the County with certificates of insurance evidencing the required coverage, and there shall be a specific contractual liability endorsement extending the Contractor's coverage to include the contractual liability assumed by the Contractor pursuant to this Agreement. These certificates shall specify or be endorsed to provide that thirty (30) days' notice must be given, in writing, to the County of any pending change in the limits of liability or of any cancellation or modification of the policy.
Clause type: representations
and Warranties. No representation or warranty of any of the Credit Parties contained herein or in any Loan Documents shall be untrue or incorrect in any material respect as of the date of any Loans as though made on such date, except to the extent such representation or warranty expressly relates to an earlier date.
Clause type: capitalization
 (a) On the Initial Borrowing Date, the authorized capital stock of Holdings consists of 1,000 shares of common stock, $0.01 par value, of which 1,000 shares are issued and outstanding and owned by BWAY Parent. All outstanding shares of capital stock of Holdings have been duly and validly issued and are fully paid and non-assessable.
Clause type: taxes
 The Company and its subsidiaries have filed all material federal, state and foreign income and franchise tax returns that are required to be filed by them and have paid all taxes required to be filed or paid by them and, if due and payable, any related or similar assessment, fine or penalty levied against them, except for such taxes, assessments, fines or penalties, if any, currently being contested in good faith by appropriate actions and as to which adequate reserves have been established. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 3(j) hereof in respect of all material federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined. The Company and its subsidiaries are not aware of any material claims against them by any taxing authority in relation to the filing of tax returns or the payment of required taxes.
Clause type: severability
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
Clause type: investment-company-act
 The Borrower (i) is not, and is not controlled by, an “investment company” registered or required to be registered under the Investment Company Act and (ii) is not a “covered fund” under the Volcker Rule. In determining that the Borrower is not a “covered fund”, the Borrower is entitled to rely on the exemption from the definition of “investment company” set forth in Section 3(c)(5) of the Investment Company Act.
Clause type: termination
Apple may terminate this Agreement forthwith upon written notice to Seller if Seller fails to perform or otherwise breaches this Agreement, files a petition in bankruptcy, commences administration or receivership procedures becomes insolvent, or dissolves or any similar events occur under any equivalent or similar legislation. In the event of such termination, Apple shall pay Seller for the portion of the Services satisfactorily performed and those conforming Goods delivered to Apple through the date of termination, less appropriate offsets, including any additional costs to be incurred by Apple in completing the Services. Apple may terminate this Agreement for any other reason upon thirty (30) days' written notice to Seller. Seller shall cease to perform Services and/or provide Goods under this Agreement on the date of termination specified in such notice. In the event of such termination, Apple shall be liable to Seller only for those Services satisfactorily performed and those conforming Goods delivered to Apple through the date of termination, less appropriate offsets. Seller may terminate this Agreement upon written notice to Apple if Apple fails to pay Seller within sixty (60) days after Seller notifies Apple in writing that payment in relation to an undisputed invoice is past due. Upon the expiration or termination of this Agreement for any reason: (a) each party will be released from all obligations to the other arising after the date of expiration or termination, except for those which by their terms survive such termination or expiration; and (b) Seller will promptly notify Apple of all Apple Confidential Information or any Work Product in Seller's possession and, at the expense of Seller and in accordance with Apple's instructions, will promptly return, transfer, or assign to Apple (at Apple's option) and keep confidential all such Apple Confidential Information and/or Work Product.
Clause type: whereas
the Trust and the Manager have determined that it is appropriate and in the best interest of the Fund and its shareholders to maintain the expenses of the Fidelity Advantage Class of the Fund (the "Fidelity Advantage Class") at a fixed annualized expense rate not to exceed 10 basis points.
Clause type: insurance
Agent shall have received in form and substance satisfactory to Agent, certified copies of Borrowers' casualty insurance policies, together with loss payable endorsements on Agent's standard form of loss payee endorsement naming Agent as loss payee, and certified copies of Borrowers' liability insurance policies, together with endorsements naming Agent as a co-insured;
Clause type: compensation
 Failure or delay on the part of Lender to demand compensation pursuant to this Section shall not constitute a waiver of its right to demand such compensation, but Borrower shall not be required to compensate Lender for any increased costs or reductions suffered more than six months (plus any period of retroactivity of the Change in Law giving rise to the demand) prior to the date that Lender notifies Borrower of the applicable Change in Law and of Lender’s intention to claim compensation therefor.
Clause type: whereas
the Issuer desires to appoint NMAC as administrator to perform certain of the duties of the Issuer under the Basic Documents and to provide such additional services consistent with the terms of this Agreement and the Basic Documents as the Issuer may from time to time request; and
Clause type: vesting
 With respect to any Stock Options, SARs, VARs, Stock, Phantom Stock, SVEUs, ISVEUs and instruments tied directly or indirectly to the value of Stock, held by the Executive on the date COC becomes effective, (i) cancellation of all restrictions on awards of restricted Stock, Phantom Stock or ISVEUs and (ii) full and immediate vesting (to the extent not already vested) of, and application of immediate exerciseability or unrestricted redemption rights with respect to, all outstanding Stock Options, SARs, VARs, SVEUs, ISVEUs and other stock-based awards. The period for exercising Stock Options shall be extended by ninety (90) calendar days following the date when COC becomes effective.
Clause type: investment-company-act
 The Company is not, and is not an Affiliate (as defined below) of, and after giving effect to the Common Stock Financing, will not be and will not be an Affiliate of, an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940. For purposes of this Agreement, “Affiliate” shall mean any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
Clause type: counterparts
This Agreement may be executed in any number of counterparts and each such duplicate counterpart shall constitute an original, any one of which may be introduced in evidence or used for any other purpose without the production of its duplicate counterpart. Moreover, notwithstanding that any of the parties did not execute the same counterpart, each counterpart shall be deemed for all purposes to be an original, and all such counterparts shall constitute one and the same instrument, binding on all of the parties hereto.
Clause type: loans
 Extend credit to or make any advance, loan, contribution or payment of money or goods to any person or Entity.
Clause type: investments
 Directly or indirectly make, acquire, or incur any liabilities (including contingent obligations) for or in connection with (a) the acquisition of the securities (whether debt or equity) of, or other interests in, a Person (other than a Borrower), (b) loans, advances, capital contributions, or transfers of property to a Person (other than a Borrower), or (c) the acquisition of all or substantially all of the properties or assets of a Person (other than a Borrower), except for (i) trade credit in the ordinary course; and (ii) up to $50,000 per month of advances to employees for expenses in the ordinary course of business.
Clause type: taxes
 (a) The Parent has timely filed, or has caused to be timely filed on its behalf, all Tax Returns required to be filed by it, and all such Tax Returns are true, complete and accurate, except to the extent any failure to file, any delinquency in filing or any inaccuracies in any filed Tax Returns, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. All Taxes shown to be due on such Tax Returns, or otherwise owed, has been timely paid, except to the extent that any failure to pay, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Clause type: investment-company-act
 The Borrower is not, nor is the Borrower required to be, registered as an “investment company” under the Investment Company Act of 1940.
Clause type: dividends
 So long as no Event of Default has occurred and is continuing or would result therefrom, make or declare, directly or indirectly, any dividend (in cash, return of capital, or any other form of Assets) on, or make any other payment or distribution on account of, or set aside Assets for a sinking or other similar fund for the purchase, redemption, or retirement of, or redeem, purchase, retire, or otherwise acquire any interest of any class of equity interests in a Borrower, whether now or hereafter outstanding, or grant or issue any warrant, right, or option pertaining thereto, or other security convertible into any of the foregoing, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or Assets or in obligations. Notwithstanding anything to the contrary, other than after the occurrence and during the continuance of an Event of Default under Sections 7.1(a), (d) or (e), FS CREIT shall be permitted at all times to make, pay or declare any dividend or distribution as necessary in the ordinary course and as provided in its Governing Documents to ensure that FS CREIT continues to qualify as a “real estate investment trust” as defined in the Internal Revenue Code.
Clause type: notices
Notices and other communications under this Delegation Schedule are to be made in accordance with the arrangements designated for such purpose under the Custodian Agreement unless otherwise indicated in a writing referencing this Delegation Schedule and executed by both parties.
Clause type: investment-company-act
 None of Holdings, or any Restricted Subsidiary of Holdings, is an “Investment Company,” or a company “controlled” by an “Investment Company” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: ownership_of_shares
 On the date hereof, the Shares set forth opposite such Stockholder's name on Schedule I hereto constitute all of the Shares owned of record or Beneficially Owned by such Stockholder. Schedule I hereto correctly indicates those Shares that are Beneficially Owned and held of record by such Stockholder and those shares that are Beneficially Owned by such Stockholder but not held of record by such Stockholder. Schedule I discloses the number of Shares Beneficially Owned by the Stockholder for which the Stockholder shares voting or dispositive power with another Person and identifies such other Person or Persons. Except as referenced in the preceding sentence and Schedule I, such Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of disposition, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares set forth opposite such Stockholder's name on Schedule I hereto, with no limitations, qualifications or restrictions on such rights.
Clause type: insurance
Bank shall not be required to maintain any insurance coverage for the benefit of Customer.
Clause type: capitalization
 The capital stock of Purchaser consists of 300,000,000 shares of Purchaser Common Stock and 200,000 shares of preferred stock. Of the 300,200,000 authorized shares of capital stock of Purchaser, as of the date hereof, (i) 15 million shares of Purchaser Common Stock are issued and outstanding; (ii) 6,000,000 shares of Purchaser Common Stock are reserved for issuance pursuant to Purchaser's employee stock option plan; (iii) 55,000.04 shares of Purchaser Series A Preferred Stock are issued and outstanding; and (iv) 114,000,000 fully diluted shares of Purchaser Common Stock are outstanding, assuming conversion of all of the outstanding shares of Purchaser Series A Preferred Stock mentioned in subSECTION (iii) above, into 99,000,000 shares of Purchaser Common Stock, but not including any shares authorized pursuant to the Purchaser's employee stock option plan or otherwise. As of the Closing Date, all outstanding shares of capital stock of Purchaser, including the shares of Purchaser Common Stock issuable upon exercise of the Warrants (when issued in accordance with the terms thereof), will be duly authorized and validly issued, fully paid, nonassessable and free and clear of any Encumbrances other than those created by Purchaser's certificate of incorporation, bylaws, and the Shareholders' Agreement dated May 28, 1998.
Clause type: payment
 Payment shall be made in the currency specified by Seller, without any discount or set-off by Buyer, and must be delivered to Seller within the period for payment stated in the invoice or, if not stated, within net thirty (30) days from the invoice date. Time for payment shall be of the essence. Buyer shall notify Seller in a detailed writing, within net fourteen (14) days of the applicable invoice date, of any good faith claim, dispute or complaint(s) made by Buyer relating to the payment of such invoice; the absence of which all such claims, disputes or complaints shall be waived. Seller shall have the right to demand full or partial payment in advance or postpone subsequent deliveries for as long as any previous delivery remains unpaid, or if Buyer fails to provide adequate security. Any owing amounts remaining due and payable following the invoice due date (without proper submission of good faith, written notice to Seller) are subject to (i) a late payment interest service charge of the higher of one percent (1%) per month for each month (or fraction thereof) that payment is not received by Seller, or the maximum percentage allowed by applicable law, and (ii) if applicable, a fixed indemnity payment to Seller for recovery costs in an amount as specified pursuant to applicable legislation. In the event payment under an agreement is not paid when due, Buyer will be in material default of the agreement and these GTCS, and Seller may invoke all rights and remedies available. If Buyer fails to meet its obligations, all extra-judicial costs reasonably incurred to obtain the performance of such obligations, damages, and other compensation shall be charged to Buyer. Such costs may include, without limitation, the costs of collection agencies, process servers and attorneys. If a court of law or adjudicating authority fully or substantially awards judgment against Buyer and its decision has become final, Buyer shall be under a duty to reimburse Seller for all judicial costs incurred at all preliminary, trial and appellate levels including, without limitation, any amounts not awarded by the court or adjudicating authority.
Clause type: definitions
All terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.
Clause type: capitalization
 As of the date hereof, the authorized capital stock of the Company consists of 10,000,000,000 shares of Class A Common Stock, no par value per share, 50,000,000 shares of Class B Common Stock, par value $0.01 per share, 20,000,000 shares of Class C Common Stock, par value $.01 per share and 1,000,000 shares of Preferred Stock, par value $1.00 per share ("Preferred Stock"), of which 10,050,000 shares of Class A Common Stock and no shares of Class B Common Stock, Class C Common Stock or Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the Disclosure Schedules, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the Disclosure Schedules, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than on Form SB-2 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities conve...
Clause type: representations
and Warranties. The representations and warranties of the Company set forth in this Agreement shall be true and correct in all respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of a specified, earlier date) as of the Closing in Escrow Date and the Closing Date as though made on and as of the Closing in Escrow Date and the Closing Date, respectively, except as otherwise contemplated by this Agreement.
Clause type: investment-company-act
 None of the Borrower nor any of its Subsidiaries is, or is required to be registered as, an “investment company”, or a company “controlled” by an “investment company”, as defined in the Investment Company Act of 1940, as amended.
Clause type: confidentiality
Any confidentiality agreement or letter of intent previously executed by the parties shall be superseded in its entirety by the provisions of this Agreement. Each party agrees to maintain in confidence any non-public information received from the other party, and to use such non-public information only for purposes of consummating the transactions contemplated by this Agreement. Such confidentiality obligations will not apply to (i) information which was known to the one party or their respective agents prior to receipt from the other party; (ii) information which is or becomes generally known; (iii) information acquired by a party or their respective agents from a third party who was not bound to an obligation of confidentiality; and (iv) disclosure required by law. In the event this Agreement is terminated as provided in Article 8 hereof, each party will return or cause to be returned to the other all documents and other material obtained from the other in connection with the Transaction contemplated hereby.