bhaskrr/legal-clauses huggingface dataset:
Clause type: entire
Agreement. This Agreement constitutes the entire agreement and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement.
Clause type: interest
 (a) Each Note will bear interest at the rate of 8% per annum (the "Coupon Rate") from the original date of issuance until the principal thereof becomes due and payable, and on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the Coupon Rate, compounded semi-annually, payable semi-annually in arrears on January 8 and July 8 of each year (each, an "Interest Payment Date") commencing on January 8, 2001, 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, which shall be the close of business on the December 23 or June 23 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date.
Clause type: severability
If any provision or portion of this Agreement shall for any reason be held or adjudged to be invalid or illegal or unenforceable by any court of competent jurisdiction or other Governmental Authority, (1) such portion or provision shall be deemed separate and independent, (2) the Parties shall negotiate in good faith to restore insofar as practicable the benefits to each Party that were affected by such ruling, and (3) the remainder of this Agreement shall remain in full force and effect.
Clause type: investment-company-act
 The Company shall cause the proceeds of this offering and the sale of the Private Placement Warrants to be held in the Trust Account to be invested only in United States government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act as set forth in the Trust Agreement and disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. The Company will otherwise conduct its business in a manner so that it will not become subject to the Investment Company Act. Furthermore, once the Company consummates a Business Combination, it will not be required to register as an investment company under the Investment Company Act.
Clause type: counterparts
This Agreement may be executed in two or more counterparts (any of which may be delivered by electronic transmission), each of which shall constitute an original, and all of which taken together shall constitute one and the same instrument.
Clause type: assignment
This Agreement and any rights hereunder will not be assignable by either party without the prior written consent of the other party except as otherwise specifically provided for herein.
Clause type: entire
Agreement. This Warrant constitutes the entire agreement between the Company and the Warrantholder with respect to this Warrant and the Warrant Shares.
Clause type: investments
 The Company will not nor will it permit any ----------- Subsidiary to make or commit to make any Investment in a single Person, other than an Investment in any Governmental Authority of the United States of America, in an aggregate amount exceeding the then Consolidated Tangible Net Worth of the Company.
Clause type: miscellaneous
(a) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.
Clause type: loans
 GC will make loans to Borrower (the "Loans") up to the amounts (the "Credit Limit") shown on the Schedule, provided no Default or Event of Default has occurred and is continuing. If at any time or for any reason the total of all outstanding Loans and all other Obligations exceeds the Credit Limit, Borrower shall pay the amount of the excess to GC, without notice or demand*. *WITHIN ONE BUSINESS DAY
Clause type: investment-company-act
 The Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the
Clause type: representations
and Warranties. (i) Other than the representations and warranties listed in Section 7.2(a)(ii) and Section 7.2(a)(iii), the representations and warranties of the Company set forth in this Agreement will be true and correct (without giving effect to any materiality or Company Material Adverse Effect qualifications set forth therein) as of the Closing Date as if made at and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date), except for such failures to be true and correct that would not have a Company Material Adverse Effect.
Clause type: now
THEREFORE in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party hereto, the parties hereby agree as follows:
Clause type: termination
This Agreement may be terminated as to any Fund at any time, without the payment of any penalty by: (i) the vote of a majority of the Trustees of the Trust, the vote of a majority of the outstanding voting securities of the Fund, or the Advisor, or (ii) the Sub-Advisor on not less than 90 days written notice to the Advisor and the Trust. This Agreement may also be terminated as to any Fund at any time by any party hereto immediately upon written notice to the other parties in the event of a breach of any provision to this Agreement by any of the parties. This Agreement shall not be assigned and shall terminate automatically in the event of its assignment, except as provided otherwise by any rule, exemptive order issued by the SEC, or No Action Letter provided or pursuant to the 1940 Act, or upon the termination of the Advisory Agreement. In the event that there is a proposed change in control of the Sub-Advisor that would act to terminate this Agreement, if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Trust to be required by the 1940 Act or any rule or regulation thereunder, the Sub-Advisor agrees to assume all reasonable costs associated with soliciting shareholders of the appropriate Fund(s) of the Trust to approve continuation of this Agreement. Such expenses include the costs of preparation and mailing of a proxy statement, and of soliciting proxies. In the event that such proposed change in control of the Sub-Advisor shall occur following either: (i) receipt by the Advisor and the Trust of an exemptive order issued by the SEC with respect to the appointment of sub-advisors absent shareholder approval, or (ii) the adoption of proposed Rule 15a-5 under the 1940 Act, the Sub-Advisor agrees to assume all reasonable costs and expenses (including the costs of mailing) associated with the preparation of a statement, required by the exemptive order or Rule 15a-5, containing all information that would be included in a proxy statement (an “Information Statement”). In addition, if the Sub-Advisor shall resign, the Sub-Advisor agrees to assume all reasonable costs and expenses (including the costs of mailing) associated with the preparation of an Information Statement. This Agreement shall extend to and bind the heirs, executors, administrators and successors of the parties hereto.
Clause type: payment
 Premium payment will be based upon the number of active subscribers and associated rate as provided by the County to the Contractor on the monthly Premium Report. Payment for the month will be made on or before the 30th day of each month, representing payment for services provided in the current month, i.e. payment for the month of January will be paid by January 30th. In addition to Premium payment, Contractor agrees to pay for Open Enrollment communications costs billed by County based on the number of retiree health plans and the required communication materials needed, up to a maximum of $16,500 annually.
Clause type: loans
 Any permitted indebtedness owed by you to the Corporation or any subsidiary of the Corporation on account of advances or loans shall become due and payable and may be deducted from the payment referred to in Section 1 above.
Clause type: interest
 If any Party defaults in the payment when due of any amount payable under this Agreement, then the liability of that Party shall be increased to include interest on such amount from the date when such payment is due under this Agreement until the date of actual payment (both days inclusive) at the Interest Rate.
Clause type: compensation
 The compensation of the officers of the Corporation shall be fixed from time to time by the Board of Directors.
Clause type: employee_benefits
 During the Compensation Period the Executive shall be deemed to be continuing in the employment of the Corporation for the purpose of applying and administering employee benefit plans of the Corporation (other than any tax-qualified retirement plans) and individual contracts, if any, between the Corporation and the Executive providing supplemental or equalization payments or benefits with respect to the Executive. The Executive shall participate in any changes during the Compensation Period in benefit plans or programs applicable generally to employees of the Corporation, or to a class of employees which includes senior executives of the Corporation, but shall not have any right or option to participate in any such plan or program in which he was not a participant immediately prior to his involuntary termination of employment. Any individual contract between the Corporation and the Executive in effect at the time of his involuntary termination of employment may be terminated or amended by the Corporation to the extent permitted by the terms of such contract; provided, that during the Compensation Period the Corporation shall not, without the written consent of the Executive or except to the extent required by law, make any amendment to or terminate any one or more of the following individual contracts or plans if applicable to the Executive: (i) the Retirement Agreement; and (ii) the Wachovia Corporation Executive Deferred Compensation Plan. The Corporation shall have no obligation to the Executive to make any change or improvement in the Retirement Agreement or the Deferred Compensation Plan during the Compensation Period even if the Corporation shall make changes or improvements during such period in similar contracts or plans, if any, with or for the benefit of other senior executives of the Corporation. Notwithstanding the foregoing, if the Corporation reasonably determines that providing continued coverage under one or more of its welfare benefit plans could adversely affect the tax treatment of other participants covered under the plans, or would otherwise have adverse legal ramifications, the Corporation may, in its discretion, either (1) provide other coverage at least as valuable as the continued coverage through insurance or otherwise, or (2) pay the Executive a lump sum cash amount that reasonably approximates the after-tax value to the Executive of the premiums for continued coverage, in lieu of providing such continued coverage.
Clause type: headings
The headings of the paragraphs contained in this document are for reference purposes only and shall not in any way affect the meaning or interpretation of any provision of this agreement.
Clause type: investments
 No member of the Transit Group shall make any Investment in any Person except for Permitted Investments.
Clause type: counterparts
This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.
Clause type: entire
Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.
Clause type: representations
and Warranties. The representations and warranties of Acquiror and Merger Sub made in this Agreement shall be true and correct in all material respects, on and as of the Effective Time with the same effect as though such representations and warranties had been made on and as of the Effective Time (provided that any representation or warranty contained herein that is qualified by a materiality standard shall not be further qualified hereby), except for representations and warranties that speak as of a specific date or time other than the Effective Time (which need only be true and correct in all material respects as of such date or time). The Company shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of Acquiror to that effect.
Clause type: taxes
 All transfer taxes, excises, fees or other charges (including value added, sales, use or receipts taxes, but not including a tax on or measured by the income, net or gross revenues, business activity or capital of the Manager), or any increase therein, now or hereafter imposed directly or indirectly by Law, which the Manager is required to pay or incur in connection with the provision of Services hereunder (“Tax”), shall be passed on to Kimbell Operating as an explicit surcharge and shall be paid by Kimbell Operating in addition to any payment to cover expenses and costs related to Services provided. If Kimbell Operating submits to the Manager a timely and valid resale or other exemption certificate reasonably acceptable to the Manager and sufficient to support the exemption from Tax, then such Tax will not be added to the fee pursuant to Section 3.1; provided, however, that if the Manager is ever required to pay such Tax, Kimbell Operating will promptly reimburse the Manager for such Tax, including any interest, penalties and attorney’s fees related thereto. The Parties will cooperate to minimize the imposition of any Taxes.
Clause type: headings
Headings are for convenience only and do not form part of this contract or affect its interpretation.
Clause type: ownership_of_shares
 The authorized capital stock of Target consists of 2,500,000 shares of Common Stock, par value $0.01 per share, Nine hundred fifty five thousand one hundred sixty two and one-half (955,162.5) shares of which are issued and outstanding and constituting the Shares evidencing all of the issued and outstanding capital stock of the Target. Target has not authorized any other class of capital stock. Seller owns the Shares, of record and beneficial, free and clear of all Encumbrances. All of the Shares have been duly authorized and validly issued and are fully paid and non-assessable. There are no outstanding options, rights, conversion rights, agreements or commitments of any kind by Seller or Target relating to the issuance, sale or transfer of any capital stock of Target. To Seller's and Target's Knowledge, none of the Shares were issued in violation of the Securities Act of 1933, as amended (the "Securities Act") or the securities or blue sky laws of any state or other jurisdiction. Except for a legend stating that the Shares may not be transferred absent registration under the Securities Act of an exemption therefrom, no legend or other reference to any purported Encumbrance appears upon any certificate representing Shares. The delivery of certificates representing the Shares to Buyer provided in Section 2.2(a) and the payment of the Purchase Price to Seller provided in Sections 2.3(a) and 2.3(b) will result in Buyer's immediate acquisition of record and beneficial ownership of the Shares, free and clear of all Encumbrances.
Clause type: headings
Headings used herein are not a part of this Agreement and shall not affect the terms hereof.
Clause type: vesting
 The DC Plan shall have graduated vesting based upon the following vesting schedule: Years of Service Percent Vested One 10% Two 20% Three 40%
Clause type: assignment
The Contractor shall not assign any interest in this contract, and shall not transfer any interest in the same (whether by assignment or novation), without prior written consent of the City thereto, provided, however, that claims for money due or to become due to the Contractor from the City under this Contract may be assigned to a bank, trust company, or other financial institution without such approval. Notice of such assignment or transfer shall be furnished in writing promptly to the City and the bond surety. Any such assignment is expressly subject to all rights and remedies of the City under this agreement, including the right to change or delete activities from the Contract or to terminate the same as provided herein, and no such assignment shall require the City to give any notice to any such assignee of any actions which the City may take under this agreement.
Clause type: interest
 Accrued interest on this Note shall be due and payable quarterly, commencing on the first business day of the month immediately following 90 days after the date of issuance hereof. Interest on any portion of the principal hereof that is prepaid shall be paid on the date of such prepayment as provided herein. EasyLink may make interest payments in cash or shares of Common Stock, provided that (i) if paid in Common Stock, the Fair Market Value of the Common Stock must be equal to 120% of the cash interest payment due and (ii) payment in shares of Common Stock will not be permitted if Company's free cash balance on the interest payment date is in excess of $20 million. The "Fair Market Value" of the a share of Common Stock, for purposes of this Section 2, shall be equal to the average of the closing market prices of the Common Stock during the 10 trading days ending one week before the interest payment date (or, if there shall be no such closing price on any day, the closing market price on such day shall be deemed to be the average of the closing bid and asked prices on such day).
Clause type: esop
 The Company shall have reserved additional 6,000,000 Ordinary Shares so that the maximum aggregate number of the Ordinary Shares that may be issued under the ESOP is 18,107,143. All corporate and other proceedings in connection with the amendment of ESOP and granting of option shall have been duly completed.
Clause type: grant
 The Company hereby grants to the Participant a Restricted Stock Award (the “Award”) of [[SHARESGRANTED]] shares of Stock (the “Restricted Shares”). The Award will be subject to the terms and conditions of the Plan and this Agreement. The Award constitutes the right, subject to the terms and conditions of the Plan and this Agreement, to distribution of the Restricted Shares.
Clause type: indemnification
Each party (an “Indemnifying Party”) agrees to indemnify and hold harmless the other party along with its officers, directors, employees, and authorized agents, and each Person or entity, if any, who controls such party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (an “Indemnified Party”) from and against any Damages, joint or several, and any action in respect thereof to which the Indemnified Party becomes subject to, resulting from, arising out of or relating to (i) any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Indemnifying Party contained in this Agreement, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereof or supplement thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading, or (iv) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law, as such Damages are incurred, except to the extent such Damages result primarily from Indemnified Party's failure to perform any covenant or agreement contained in this Agreement or Indemnified Party's negligence, recklessness or bad faith in performing its obligations under this Agreement; provided, however, that the foregoing indemnity agreement shall not apply to any Damages of an Indemnified Party to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made by an Indemnifying Party in reliance upon and in conformity with written information furnished to the Indemnifying Party by the Indemnified Party expressly for use in the Registration Statement, any post-effective amendment ...
Clause type: ownership_of_shares
 Each Stockholder and its respective Affiliates are either (i) the record and Beneficial Owner of, or (ii) the Beneficial Owner but not the record holder of, the number of outstanding shares of Company Common Stock set forth in the column headed "Existing Shares" opposite such Stockholder's name on Schedule I hereto. Each Stockholder and its respective Affiliates holds options, warrants or other rights to acquire the number of shares of Company Common Stock set forth in the column headed "Additional Shares" opposite such Stockholder's name on Schedule I hereto, which options, warrants or other rights are presently exercisable on the date hereof except as indicated in a footnote to Schedule I hereto. On the date hereof, the number of shares of Company Common Stock set forth in the columns headed "Existing Shares" and "Additional Shares" opposite such Stockholder's name on Schedule I hereto constitute all of the shares of Company Common Stock owned of record or Beneficially Owned by such Stockholder or its Affiliates, or which such Stockholder or any of its Affiliates has any option, warrant or other right to acquire. Such Stockholder has sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the shares of Company Common Stock set forth in the columns headed "Existing Shares" and "Additional Shares" opposite such Stockholder's name on Schedule I hereto, with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement.