bhaskrr/legal-clauses huggingface dataset:
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 together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made by facsimile or by electronic delivery of a portable document format (PDF) file (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com). Very truly yours, By: /s/ Michael Murphy Name: Michael Murphy Title: Managing Director By: /s/ Michael F. MacLean Name: Michael F. MacLean Title: Chief Financial Officer Cc: [ ] To: [ ] Subject: Cowen At the Market Offering—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between Avidity Biosciences, Inc., a Delaware corporation (the “Company”), and Cowen and Company, LLC (“Cowen”) dated July 2, 2021(the “Agreement”), I hereby request on behalf of the Company that Cowen sell up to [ ] shares of the Company’s common stock, par value $0.0001 per share, at a minimum market price of $_______ per share. Sales should begin on the date of this Notice and shall continue until [DATE] [all shares are sold]. Sarah Boyce President & Chief Executive Officer Mike MacLean Chief Financial Officer With a copy to: John W. Wallen III, PhD, JD General Counsel Frank Silanos Senior Director of Finance Michael J. Murphy Managing Director William Follis Managing Director Cowen shall be paid compensation equal to 3.0% of the gross proceeds from the sales of Common Stock pursuant to the terms of this Agreement. The undersigned, the duly qualified and elected _______________________, of Avidity Biosciences, Inc. (“Company”), a Delaware corporation, does hereby certify in such capacity and on behalf of the Company, pursuant to Section 7(m) of the Sales Agreement dated July 2, 2021 (the “Sales Agreement”) between the Company and Cowen and Company, LLC, that to the best of the knowledge of the undersigned.
Clause type: counterparts
This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
Clause type: base-salary
 The Company shall pay the Employee an annual base salary of $227,500 (the “Base Salary”) commencing on the Effective Date and ending on the Termination Date. The Base Salary will be payable in accordance with the ordinary payroll practices of the Company. The Compensation Committee shall review the Base Salary annually, and the Base Salary may be changed by the Compensation Committee in its sole discretion, taking into account the base salaries, aggregate annual cash compensation, and other compensation of individuals holding similar positions at other comparable companies and the performance of the Employee and the Company.
Clause type: representations
and Warranties. The representations and warranties made by the Company in Article 3 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and the representations and warranties made by the Company in Article 3 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date.
Clause type: esop
 The Seller Parties shall cause the Company to adopt the ESOP as soon as practicable prior to the Closing Date.
Clause type: interest
 All sums payable by the Guarantor to the Bond Trustee or the Receiver pursuant to this Agreement or otherwise under applicable Law will be payable on the date specified in a demand by the Bond Trustee and/or the Receiver and in the case of payments actually made by the Bond Trustee prior to such demand will carry interest at the Bank’s prime rate as determined from time to time by reference to the Reuters screen as of 10:00 a.m. (Toronto Time) from the date specified in such demand, and in all other cases will carry interest at such rate from the date 30 days after the date of the same being demanded or (where the demand specifies that payment by the Bond Trustee will be made on an earlier date) from such earlier date (not being earlier than the date of such demand) to the date of actual payment. Any amounts payable pursuant to Sections 21.1 (Remuneration) and 21.2 (Additional Remuneration) will (if so required by the Bond Trustee) carry interest at the aforesaid rate from the due date thereof to the date of actual payment.
Clause type: representations
and Warranties. The representations and warranties of the Purchasers contained in Section 4 shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date.
Clause type: board
 Each city and metro township to which the Authority provides services will receive a position on the Board, regardless of whether they are a Contracting Entity or Service Area Member.
Clause type: insurance
Copies of all insurance policies maintained by Parent and the Parent Subsidiaries have been provided or made available to the Company. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, (a) all such policies are in full force and effect and were in full force and effect during the periods of time such insurance policies are purported to be in effect and (b) neither Parent nor any Parent Subsidiary (i) is in material breach or default or (ii) has taken any action or failed to take any action, and, to the Knowledge of Parent, no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, or permit termination or modification under any policy.
Clause type: investment-company-act
 The execution, delivery and performance of this Agreement and the Transaction Documents by the Borrower do not require the approval of, or filing with, any Governmental Authority under the 1940 Act or the regulations thereunder.
Clause type: taxes
 All tax returns, reports and statements, including information returns, required by any Governmental Authority to be filed by any Credit Party have been filed with the appropriate Governmental Authority and all Charges have been paid prior to the date on which any fine, penalty, interest or late charge may be added thereto for nonpayment thereof (or any such fine, penalty, interest, late charge or loss has been paid), excluding Charges or other amounts being contested in accordance with Section 5.2(b). Proper and accurate amounts have been withheld by each Credit Party from its respective employees for all periods in full and complete compliance with all applicable federal, state, local and foreign laws and such withholdings have been timely paid to the respective Governmental Authorities. Disclosure Schedule (3.11) sets forth as of the Closing Date those taxable years for which any Credit Party’s tax returns are currently being audited by the IRS or any other applicable Governmental Authority and any assessments or threatened assessments in connection with such audit, or otherwise currently outstanding. Except as described in Disclosure Schedule (3.11), no Credit Party has executed or filed with the IRS or any other Governmental Authority any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges. None of the Credit Parties and their respective predecessors are liable for any Charges: (a) under any agreement (including any tax sharing agreements) or (b) to each Credit Party’s knowledge, as a transferee. As of the Closing Date, no Credit Party has agreed or been requested to make any adjustment under IRC Section 481(a), by reason of a change in accounting method or otherwise, which would have a Material Adverse Effect.
Clause type: loans
 In the event that participant loans are available under the Plan, the Trustee shall reflect one aggregate balance for participant loans under the Plan and shall reflect changes thereto only as directed by the Employer or Named Administrative Fiduciary. The Trustee has no responsibility with respect to maintenance of promissory notes or monitoring of loan amortization schedules.
Clause type: whereas
Bank and Borrower have agreed to certain changes in the terms and conditions set forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said changes.
Clause type: dividends
 If the Corporation pays or issues dividends or makes other distributions on the Trust Shares, the Trustee shall accept and receive such dividends and distributions. Upon receipt of dividends and distributions the same shall be prorated among the Holders that have a beneficial interest hereunder in the Trust Shares with respect to which such dividend or other distribution was made in accordance with their interests and, subject to the next sentence, the amount shall be distributed promptly pursuant to transfer instructions set forth on Schedule B attached hereto. If the dividend or distribution is in Shares, such Shares shall be held by the Trustee under the voting trust created herein and new Trust Certificates representing the Shares received shall be issued to the applicable Holders. Holders entitled to receive such dividends or distributions, or Trust Certificates in respect thereof, described in this Section 7 shall be those Holders registered as such on the transfer books of the Trustee at the close of business on the day fixed by the Corporation for the taking of a record to determine those holders of its stock entitled to receive such dividends or distributions. In the performance of its duties to deliver cash dividends under this Agreement, the Trustee shall not be obligated to risk its own funds and will not be liable for taxes or other charges related to the delivery of such dividends or distributions.
Clause type: interest
 Hospitality Properties Trust, a Maryland real estate investment trust (the "Company"), promises to pay interest on the principal amount of this Note at the rate and in the manner specified below. The Company shall pay in cash interest on the principal amount of this Note at the rate per annum of 9.125%. The Company will pay interest semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2001 or if any such day is not a Business Day (as defined in the Indenture), on the next succeeding Business Day (each an "Interest Payment Date"), to Holders of record on the immediately preceding January 1 and July 1. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of the original issuance of the Notes.
Clause type: entire
Agreement. This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof, including any commitment letter entered into relating to the subject matter hereof.
Clause type: headings
The headings herein are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement.
Clause type: taxes
 Each Loan Party and its Subsidiaries have filed all federal and material provincial and material state, territorial, foreign and other material tax returns and reports required to be filed, and have paid all federal and material provincial and material state, territorial and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those (a) which are not overdue by more than 45 days or (b) which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.
Clause type: base-salary
 During the Term, the Employee will receive a base salary at the rate of $125,000 per annum, payable in substantially equal installments in accordance with the Bank's regular payroll practices and as may be increased by the Bank ("Base Salary"). The Employee's Base Salary will be reviewed by the Board annually, and the Employee will be entitled to receive annually an increase of at least 5% of the then current Base Salary if the employee receives a satisfactory performance evaluation as may be determined by the Board in any year. The Base Salary will be renegotiated upwards when the Bank achieves a 1% ROAA for any fiscal year.
Clause type: interest
 Interest on Advances shall be payable in arrears on the first day of each month with respect to Domestic Rate Loans and, with respect to Eurodollar Rate Loans, at the end of each Interest Period or, for Eurodollar Rate Loans with an Interest Period in excess of three months, at the earlier of (a) each three months from the commencement of such Eurodollar Rate Loan or (b) the end of the Interest Period. Interest charges shall be computed on the actual principal amount of Advances outstanding during the month at a rate per annum equal to with respect to Revolving Advances, the applicable Revolving Interest Rate. Whenever, subsequent to the date of this Agreement, the Alternate Base Rate is increased or decreased, the Revolving Interest Rate for Domestic Rate Loans shall be similarly changed without notice or demand of any kind by an amount equal to the amount of such change in the Alternate Base Rate during the time such change or changes remain in effect. The Eurodollar Rate shall be adjusted with respect to Eurodollar Rate Loans without notice or demand of any kind on the effective date of any change in the Reserve Percentage as of such effective date. Upon and after the occurrence of an Event of Default, and during the continuation thereof, (i) at the option of Agent or at the direction of Required Lenders, the Obligations shall bear interest at the Revolving Interest Rate for Domestic Rate Loans plus two percent (2.00%) per annum and (ii) Eurodollar Rate Loans shall bear interest at the Revolving Interest Rate for Eurodollar Rate Loans plus two percent (2.00%) percent per annum (the “Default Rate”).
Clause type: definitions
Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.
Clause type: entire
Agreement. This Agreement, together with the other agreements referenced herein, constitutes the entire agreement and supersedes all prior agreements, understandings, both written and oral, among the parties with respect to the subject matter hereof.
Clause type: base-salary
 As compensation for services hereunder and in consideration of the Executive's other agreements hereunder, during the Employment Term the Company shall pay the Executive a base salary, payable in equal installments in accordance with the Company's procedures, at an annual rate of $500,000, less such deductions or amounts to be withheld as required by applicable law and regulations and deductions authorized by the Executive in writing, subject to review by the compensation committee of the Board (the "Compensation Committee") in its discretion no less frequently than annually for increase (such base salary, as increased from time to time being hereinafter referred to as the "Base Salary"); provided, however, that the Executive shall receive a minimum annual increase in Base Salary equal to the lesser of 5% or the percentage equal to the increase, if any, in the Consumer Price Index measured for the twelve (12) month period immediately preceding the effective date of the increase. For purposes of this Section 4(a), "Consumer Price Index" shall mean the Consumer Price Index for Urban Wage Earners and Clerical Works (1982 - 1984 = 100) for the New York Metropolitan area published by the United States Department of Labor, Bureau of Statistics.
Clause type: board
 Section 1. The Board shall consist, subject to the Certificate of Incorporation and the Investor Rights Agreement, of such number of directors as shall from time to time be fixed exclusively by resolution adopted by the Board. Directors shall (except as hereinafter provided for the filling of vacancies and newly created directorships and except as otherwise expressly provided in the Certificate of Incorporation) be elected by the holders of a plurality of the votes cast by the holders of shares present in person or represented by proxy at the meeting and entitled to vote on the election of such directors in accordance with the terms of the Certificate of Incorporation and the Investor Rights Agreement, as applicable. A majority of the total number of directors then in office shall constitute a quorum for the transaction of business. Except as otherwise provided by law, these By-Laws, by the Certificate of Incorporation or by the Investor Rights Agreement, the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board. Directors need not be stockholders.
Clause type: financing
 Saw Mill has received written commitments from (a) Credit Agricole Indosuez (the "Senior Lender"), dated as of January 20, 2000 (the "Senior Debt Commitment Letter"), pursuant to which the Senior Lender has committed, subject to the terms and conditions contained therein, to provide up to $130,000,000 in senior debt financing for the Transactions, (b) Credit Suisse First Boston (the "Subordinated Debt Lender"), dated as of January 19, 2000 (the "Subordinated Debt Commitment Letter"), pursuant to which the Subordinated Debt Lender has committed, subject to the terms and conditions contained therein, to provide up to $125,000,000 in subordinated debt financing for the Transactions, and (c) Chase Capital Partners, Massachusetts Mutual Life Insurance Company and The Northwestern Mutual Life Insurance Company (collectively, the "Preferred Equity Investors"), dated as of January 27, 2000 (the "Preferred Equity Commitment Letter", and collectively with the Senior Debt Commitment Letter and the Subordinated Debt Commitment Letter, the "Commitment Letters"), pursuant to which the Preferred Equity Investors have committed, subject to the terms and conditions contained therein, to provide up to $35,000,000 in preferred equity financing for the Transactions. The proceeds from the Debt and Preferred Equity Financing, assuming the Commitment Letters have been funded pursuant to and in accordance with their respective terms, together with the Pre-Merger Contributions, shall provide sufficient funds to pay, pursuant to the Merger, the Merger Consideration, the Option Consideration and the repayment of indebtedness for borrowed money of the Company or any of its subsidiaries that is required to be repaid as a result of the Transactions, if any, and to pay all fees and expenses related to the Transactions. A true, correct and complete copy of (i) the Senior Debt Commitment Letter is attached hereto as Exhibit G-1, (ii) the Subordinated Debt Commitment Letter is attached hereto as Exhibit G-2, (iii) the Preferred Equity Commitment Letter is attached hereto as Exhibit G-3 and (iv) Saw Mill's agreement of limited partnership (the "Saw Mill Limited Partnership Agreement") has been provided to the Special Committee prior to date hereof. The partners named in the Saw Mill Limited Partnership Agreement, taken together, have committed, subject to the terms and conditions contained therein, to contribute the Contributed Cash and the Contributed Company Common Shares to Saw Mill. Mer...
Clause type: insurance
The Partnership Entities carry or are entitled to the benefits of insurance, with financially sound and reputable insurers, in such amounts and covering such risks as are generally maintained by companies of established repute engaged in the same or similar business, and all such insurance is in full force and effect. The Partnership Entities have no reason to believe that they will not be able to (i) renew their existing insurance coverage as and when such policies expire or (ii) obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct their business as now conducted and at a cost that would not reasonably be expected to have a Material Adverse Effect.
Clause type: indemnification
The Company and the Bank agree to indemnify the Executive (and his heirs, executors, and administrators), and to advance expenses related thereto, to the fullest extent permitted under applicable law and regulations against any and all expenses and liabilities reasonably incurred by him in connection with or arising out of any action, suit, or proceeding in which he may be involved by reason of his having been a director or Executive of the Company, the Bank or any of their subsidiaries (whether or not he continues to be a director or Executive at the time of incurring any such expenses or liabilities) such expenses and liabilities to include, but not be limited to, judgments, court costs, and attorney’s fees and the cost of reasonable settlements, such settlements to be approved by the Board, if such action is brought against the Executive in his capacity as an Executive or director of the Company and the Bank or any of their subsidiaries. Indemnification for expense shall not extend to matters for which the Executive has been terminated for Cause. Nothing contained herein shall be deemed to provide indemnification prohibited by applicable law or regulation. Notwithstanding anything herein to the contrary, the obligations of this Section 13 shall survive the term of this Agreement by a period of six (6) years.
Clause type: representations
and Warranties. The Guarantor hereby represents and warrants that:
Clause type: entire
Agreement. This Agreement, together with any understanding or modifications thereof as agreed to in writing by the parties, shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, other than written agreements with respect to specific plans, programs or arrangements described in Sections 5 and 6.