bhaskrr/legal-clauses huggingface dataset:
Clause type: employee_benefits
 (a) Section 2.19(a) of the Disclosure Schedule contains a complete and accurate list of all Employee Benefit Plans (as defined below) maintained, or contributed to, by the Company, any Subsidiary, or any ERISA Affiliate (as defined below). For purposes of this Agreement, "Employee Benefit Plan" means any "employee pension benefit plan" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), any "employee welfare benefit plan" (as defined in Section 3(1) of ERISA), and any other written or oral plan, agreement or arrangement involving direct or indirect compensation, including without limitation insurance coverage, severance benefits, disability benefits, pension, retirement plans, profit sharing, deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation. Full reservations have been made in the Financial Statements for all present and future liabilities in respect of pensions and other payments related to compensation to be paid to employees. For purposes of this Agreement, "ERISA Affiliate" means any entity which is a member of (i) a controlled group of corporations (as defined in Section 414(b) of the Code), (ii) a group of trades or businesses under common control (as defined in Section 414(c) of the Code), or (iii) an affiliated service group (as defined under Section 414(m) of the Code or the regulations under Section 414(o) of the Code), any of which includes the Company or a Subsidiary. Complete and accurate copies of (i) all Employee Benefit Plans which have been reduced to writing, (ii) written summaries of all unwritten Employee Benefit Plans, (iii) all related trust agreements, insurance contracts and summary plan descriptions, (iv) all annual reports filed on IRS Form 5500, 5500C or 5500R for the last three plan years for each Employee Benefit Plan, (v) copies of the most recent reports relating to compliance with Sections 401(k), 401(m) and 410(b) of the Code, and (vi) all employee handbooks have been delivered to the Buyer. Each Employee Benefit Plan has been administered in accordance with its terms and each of the Company, the Subsidiaries and the ERISA Affiliates has met its obligations with respect to such Employee Benefit Plan and has made all required contributions thereto. The Company, each Subsidiary and all Employee Benefit Plans are in compliance with the currently applicab...
Clause type: counterparts
This Agreement may be executed in two or more counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. For all purposes a signature by fax shall be treated as an original.
Clause type: notices
Except as otherwise permitted by Section 2.14 with respect to borrowing notices, all notices, requests and other communications to any party hereunder shall be in writing (including electronic transmission, facsimile transmission or similar writing) and shall be given to such party: (x) in the case of the Borrower or the Agent, at its address or facsimile number set forth on the signature pages hereof, (y) in the case of any Lender, at its address or facsimile number set forth below its signature hereto or (z) in the case of any party, at such other address or facsimile number as such party may hereafter specify for the purpose by notice to the Agent and the Borrower in accordance with the provisions of this Section 13.1. Each such notice, request or other communication shall be effective (i) if given by facsimile transmission, when transmitted to the facsimile number specified in this Section and confirmation of receipt is received, (ii) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, or (iii) if given by any other means, when delivered (or, in the case of electronic transmission, received) at the address specified in this Section; provided that notices to the Agent under Article II shall not be effective until received.
Clause type: vesting
 An aggregate of 22,031 Restricted Shares may vest in the Recipient and vest on either a year by year basis over a five year Vesting Period or on a cumulative basis over a seven year maximum Vesting Period. The number of Restricted Shares scheduled to be vested and earned on each Vesting Date on a year by year basis provided the Performance Goals specified in Section 2(c) below are satisfied is as follows:
Clause type: loans
 Nothing in this Agreement shall prevent any Series Member or Series Manager from making secured or unsecured loans to the Series by agreement approved by such Series Manager, as the case may be, in order to provide for additional working capital of the Series.
Clause type: ownership_of_shares
 As of the date hereof, such Stockholder is neither the Beneficial Owner nor the owner of record of any shares of Parent Common Stock.
Clause type: counterparts
This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment.
Clause type: base-salary
 During the Term of this Agreement, the Operating Partnership agrees to pay to Executive a base salary in an aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000) per calendar year, payable in accordance with the general policies and procedures for payment of salaries to any other executive personnel of the Company but in all events payable no less frequently than monthly. The then applicable amount of yearly base salary payable to Executive pursuant to the provisions of this Section 3(a) shall herein be referred to as the "Base Salary." The Base Salary payable to Executive pursuant to the provisions of this Section 3(a) shall be subject to periodic review by the Compensation Committee of the Board of Directors of Prime (the "Committee") based upon periodic review of Executive's performance conducted on at least an annual basis and may be periodically increased as a result thereof; provided, however, that the Base Salary payable to Executive pursuant to the provisions of this Section 3(a) shall in no event be less than the aggregate amount set forth in the first sentence of this paragraph. In no event may Executive's Base Salary be reduced during the Term without his express written consent.
Clause type: taxes
 The Pledgor shall pay, promptly on demand of the Security Trustee all stamp, registration, notarial and other similar tax, duty, levy, impost, assessment or other governmental charge of whatever nature (including penalties, interest and other liabilities related thereto) (hereinafter "TAXES") or fees paid or payable by the Security Trustee in connection with any action taken or contemplated by or on behalf of the Security Trustee for perfecting, enforcing, releasing, cancelling, reassigning or resolving any doubt concerning, or for any other purpose in relation to this Agreement, any amendment thereto, any transfer and/or assignment of the rights and/or obligations under the same or the security created or intended to be created in respect of the Pledges and shall, from time to time, indemnify the Security Trustee promptly on demand against any liabilities, costs, claims and expenses resulting from any failure to pay by the Pledgor or any delay by the Pledgor in paying any such Taxes or fees.
Clause type: interest
 (a) The Note will bear interest initially at the rate of 5.60% per year (the "COUPON RATE") from the original date of issuance through and including the day immediately preceding the Reset Effective Date and at the Reset Rate thereafter until the principal thereof is paid or duly made available for payment and shall bear interest, to the extent permitted by law, compounded quarterly, on any overdue principal and premium, if any, and on any overdue installment of interest at the Coupon Rate through and including the day immediately preceding the Reset Effective Date and at the Reset Rate thereafter, payable quarterly in arrears on February 17, May 17, August 17 and November 17 of each year (each, an "INTEREST PAYMENT DATE") commencing on August 17, 2002, to the Person in whose name such Note, or any predecessor Note, is registered at the close of business on the Regular Record Date for such interest installment.
Clause type: capitalization
 The authorized capital stock of the Company consists of 100,000,000 shares of capital stock, consisting of 90,000,000 shares of Common Stock, par value $.001 per share, and 10,000,000 shares of Preferred Stock, par value $.001 per share, of which 4,250,000 are designated as Series A Convertible Preferred Stock, par value $.001 per share, 5,110,000 are designated as Series B Preferred Stock, par value $.001 per share, and 91,802 are designated as Series C Preferred Stock, par value $.001 per share. The Company has 16,283,647 shares of Common Stock, 4,250,000 shares of Series A Convertible Preferred Stock, 5,000,000 shares of Series B Preferred Stock and 91,802 shares of Series C Preferred Stock issued and outstanding. Except as set forth in Schedule 4.7 attached hereto, the Company does not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor does it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans. The Company is not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options, or other rights to acquire its capital stock, except pursuant to its Certificate of Incorporation. All of the outstanding shares of the Company's capital stock are and shall be validly issued, fully paid, and nonassessable.
Clause type: counterparts
This Subscription Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same Subscription Agreement. Counterparts may be delivered either in original or faxed form and the parties adopt any signature received by a receiving fax machine as original signatures of the parties.
Clause type: payment
 4.1. As full consideration for the performance of the Services, delivery of the Goods and the assignment of rights to Apple as provided in this Agreement, Apple shall pay Seller (i) the amount agreed upon and specified in the applicable PO, or (ii) Seller's quoted price on date of shipment (for Goods), or the date Services were started (for Services), whichever is lower; provided, however, that if the designated destination for Goods is a Hub Apple shall pay Seller
Clause type: capitalization
 The Company's authorized and outstanding capital stock, and the outstanding securities convertible into the Company's capital stock, is as set forth in Schedule 2.2. All of the issued and outstanding shares of the Company's Common Stock are duly authorized, validly issued, fully paid and nonassessable. The Company has reserved the number of shares of its Common Stock shown on Exhibit A for issuance upon conversion of the Debentures. All outstanding shares of the Common Stock of the Company were issued in compliance with all applicable Federal and state securities or "blue sky" laws. There are in existence or contemplated no options, warrants, agreements or similar rights granted by the Company for the issue or sale by it of any securities, other than the transactions contemplated by this Agreement and the transactions disclosed in Schedule 2.2.
Clause type: entire
Agreement. This Agreement together with the Plan supersede any and all other prior understandings and agreements, either oral or in writing, between the parties with respect to the subject matter hereof and constitute the sole and only agreements between the parties with respect to the said subject matter. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement or the Plan and that any agreement, statement or promise that is not contained in this Agreement or the Plan shall not be valid or binding or of any force or effect.
Clause type: payment
 Transactions will be settled by payment, in immediately available funds by wire or electronic fund transfer to the account set forth on the Cover Sheet, unless otherwise provided pursuant to the operating terms of the Administrator or other Delivery mechanism of the Applicable Program or agreed by the Parties in a particular Transaction, as follows:
Clause type: ownership_of_shares
 The ownership of Shares shall be recorded on the books of the Trust or of a Transfer Agent or similar agent for the Trust, which books shall be maintained The holders of Shares of the Trust and, if designated, each Series thereof shall upon demand disclose to the Trustees in writing such information with respect to their direct and indirect ownership of Shares of the Trust or, if designated, such Series as the Trustees deem necessary to comply with the provisions of the Internal Revenue Code, or to comply with the requirements of any other authority.
Clause type: counterparts
This Lease may be executed in one or more counterparts, each of which shall constitute an original and all of which shall be one and the same agreement.
Clause type: whereas
the Board has determined pursuant to 12 U.S.C. Section 1823(c)(4)(A) that such assistance is necessary to meet the obligation of the Corporation to provide insurance coverage for the insured deposits in the Failed Bank.
Clause type: termination
This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on or by any of the New York Stock Exchange, the American Stock Exchange, the Nasdaq Stock Market, the Chicago Board Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the Closing Date on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.
Clause type: capitalization
 The Company has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Information and the Prospectus under the heading “Capitalization”; all the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Time of Sale Information and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock of the Company conforms in all material respects to the description thereof contained in the Registration Statement, the Time of Sale Information and the Prospectus; and all the outstanding shares of capital stock or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party, except for (i) liens existing under the Amended and Restated Credit Agreement, dated November 17, 2006, by and among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and each of the lenders thereto, as amended by the First Amendment to Amended and Restated Credit Agreement, dated December 4, 2006, by and among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and each of the lenders thereto (together, the “Credit Agreement”) on the date hereof as set forth in the Registration Statement, the Time of Sale Information and the Prospectus, (ii) liens existing under the Credit Agreement, dated as of May 4, 2006 (the “DHS Credit Agreement”) among DHS Holding Company, DHS Drilling Company, and JPMorgan Chase Bank, N.A., as administrative agent, and each of the lenders thereto on the date hereof as set forth in the Registration Statement, the Time of Sale Information and the Prospectus and (iii) ...
Clause type: payment
 Contractor shall timely make all payments required to be paid to Owner pursuant to the terms of this Agreement.
Clause type: financing
 This contract is subject to the buyer securing new financing, not to exceed % of the Purchase Price from a lender of the buyer’s choice and with terms satisfactory to the buyer, before .m. on , 20 (Condition Day). The seller will cooperate by providing access to the Property on reasonable terms.
Clause type: miscellaneous
7.1. For purposes of this Agreement the terms "affiliates" or "
Clause type: now
THEREFORE in consideration of the representations, warranties, covenants and agreements contained in this Agreement, the parties agree as follows:
Clause type: base-salary
 Effective as of the Effective Date and during the Employment Period, the Executive shall receive a base salary (the “Base Salary”) of $500,000 per annum. The Base Salary shall be paid in accordance with the Company’s normal payroll practices for executive salaries generally, but no less often than monthly and shall be pro-rated for partial years of employment. The Base Salary may be increased in the discretion of the Board or a subcommittee thereof, but not reduced, and the term “Base Salary” as utilized in this Agreement shall refer to the Base Salary as so increased.
Clause type: severability
In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
Clause type: vesting
 (a) Subject to (i) the terms and conditions of this Agreement, the Grant Details and the Plan, and (ii) the Eligible Individual’s continuous employment with the Company or one of its Subsidiaries or Affiliates, the Option shall vest and become exercisable on each of the vesting dates detailed in the Grant Details (such period between the date of issuance and each vesting date shall be referred to as the “Vesting Period”).
Clause type: interest
 Any payment obligation comprised in the Obligations guaranteed hereunder which is not paid when due hereunder shall bear interest, to the extent not already included in the Obligations, both before and after default or judgment, from the date of demand pursuant to Section 5.1 to the date of payment at the rate or rates provided in the relevant Document for such Obligations or, in the event no such rate is provided for therein, at a rate per annum that is equal to the Default Rate. Any other amounts payable pursuant hereto, including pursuant to Section 5.3, which are not paid when due hereunder shall bear interest, both before and after default or judgment, from the date of demand pursuant to Section 5.1 to the date of payment or reimbursement thereof by the Guarantor at a rate per annum that is equal to the Default Rate. All such interest shall accrue daily and shall be payable by the Guarantor on demand by the Beneficiaries.
Clause type: counterparts
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute but one agreement.
Clause type: base-salary
 Holding Co. shall pay the Executive an annual salary (the “Base Salary”) of $250,000, less applicable withholding and other deductions, payable in accordance with Holding Co.’s then current payroll practices. The Base Salary will be reviewed annually by Holding Co.’s Board of Directors or, if a compensation committee of the Board of Directors is appointed, then by such Compensation Committee (the “Compensation Committee”), and may be increased, but not decreased, in the sole discretion of the Board of Directors or Compensation Committee; provided, however, that for each of the second and third full fiscal years of the Term, the Base Salary shall be increased by 5% thereof.
Clause type: taxes
 (a) Except as provided in this Section 3.01, any and all payments made by or on account of the Borrower or any Guarantor under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, assessments or withholdings (including backup withholding) or similar charges imposed by any Governmental Authority including interest, penalties and additions to tax (collectively “Taxes”), except as required by applicable Law. If the Borrower, any Guarantor, the Administrative Agent or other applicable withholding agent shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under any Loan Document to any Agent or any Lender, (A) to the extent the Tax in question is an Indemnified Tax, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.01), the recipient receives an amount equal to the sum it would have received had no such deductions been made, (B) the applicable withholding agent shall make such deductions, (C) the applicable withholding agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Laws, and (D) within thirty (30) days after the date of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as possible thereafter), if the Borrower or any Guarantor makes the payment described in clause (C), shall furnish to the recipient the original or a copy of a receipt evidencing payment thereof or other evidence reasonably acceptable to such recipient.