bhaskrr/legal-clauses huggingface dataset:
Clause type: compensation
 As full compensation for all services rendered and obligations assumed by Invista hereunder with respect to the Fund, the Manager shall pay Invista within 10 days after the end of each calendar month, or as otherwise agreed, an amount representing Invista's actual cost of providing such services and assuming such obligations.
Clause type: payment_terms
 The entire outstanding principal balance plus any accrued but unpaid interest thereon shall be due and payable in full on the Maturity Date.
Clause type: headings
The captions or headings in this Second Amendment are for convenience only and in no way define, limit or describe the scope or intent of any provision of this Second Amendment.
Clause type: investments
 (a) The Escrow Agent is authorized and directed to deposit, transfer, hold and invest the Escrow Property and any investment income thereon as set forth in Exhibit A hereto, or as set forth in any subsequent written instruction signed by the Parties. Any investment earnings and income on the Escrow Property shall become part of the Escrow Property, and shall be disbursed in accordance with Section 1.3 or Section 1.5 of this Escrow Agreement.
Clause type: base-salary
 During the Period of Employment, the Company shall pay the Executive a base salary (the “Base Salary”), which shall be paid biweekly or in such other installments as shall be consistent with the Company’s regular payroll practices in effect from time to time. The Executive’s Base Salary shall be at an annualized rate of Six Hundred Fifty thousand dollars ($650,000.00). The Compensation Committee of the Board (the “Compensation Committee”) will review the Executive’s rate of Base Salary on an annual basis and may, in its sole discretion, increase (but not decrease) the rate then in effect.
Clause type: headings
The captions used herein are inserted for convenience of reference only and shall not be construed to create obligations, benefits, or limitations.
Clause type: vesting
 Subject to Section 8 and Section 9 below, the Award shall vest and become nonforfeitable with respect to one-third of the total number of Stock Units (subject to adjustment under Section 7.1 of the Plan) on each of the first, second and third anniversaries of the Award Date.
Clause type: investments
 Set forth on Schedule 5.14 is a complete and accurate list, in all material respects, as of the date hereof of all Investments by the Borrower or any of its Material Subsidiaries in any Person, other than investments by the Borrower or any of its Material Subsidiaries in a Subsidiary or Specified Affiliate.
Clause type: loans
 In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of (i) 50,000,000 shares of Common Stock and (ii) 500,000 shares of Company Preferred Stock. As of January 18, 2008: (A) 22,380,438 shares of Common Stock were issued and outstanding; (B) no shares of Company Preferred Stock were issued and outstanding; and (C) 11,706,051 shares of Common Stock were held by the Company as treasury shares. Since January 18, 2008, the Company has not issued any shares of Common Stock other than pursuant to the exercise of Options.
Clause type: investment-company-act
 The Guarantor is not 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: entire
Agreement. This Agreement (including agreements ---------------- incorporated herein) contains the entire agreement between the parties with respect to the subject matter hereof and there are no agreements or understandings between the parties other than those set forth or referred to herein. This Agreement is not intended to confer upon any person not a party hereto (and their successors and assigns) any rights or remedies hereunder.
Clause type: compensation
 As compensation for providing services under this Agreement, the Underwriter shall retain the sales charge, if any (including a contingent deferred sales shares, if applicable), on purchase or, if applicable, on redemption of Shares as set forth in the Fund's then current Registration Statement. With regard to purchases, the Underwriter is authorized to collect the gross proceeds derived from the sale of the Shares, remit the net asset value thereof to the Fund upon receipt of the proceeds and retain the sales charge, if any. With regard to redemptions, the Underwriter is authorized to retain the contingent deferred sales charge, if any, imposed on the redemption of Shares as may be authorized by the Board of Directors and set forth in the Fund's then current Registration Statement. The Underwriter may reallow any or all of such sales charges to such dealers as it may from time to time determine. Whether a sales charge shall be retained by the Underwriter shall be determined in accordance with the Fund's then current Registration Statement and applicable law. The Underwriter may also receive from the Fund a distribution and/or service fee at the rate and under the terms and conditions of any plan or plans of distribution (collectively and singularly, "Plan") as have been or may be adopted by the Fund, subject to any further limitations on such fee as the Board of Directors may impose.
Clause type: headings
The headings of the several sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
Clause type: definitions
Whenever used herein, unless otherwise required by the context or specifically provided, the following terms have the following respective meanings:
Clause type: capitalization
 The authorized, issued and outstanding capital stock of the Company is as stated in the Registration Statement, Prospectus and the Time of Sale Information. The shares of issued and outstanding capital stock of the Company have been duly and validly issued and are fully paid and non-assessable.
Clause type: shares
 Any shares of the Company’s common stock, par value $0.0001 per share.
Clause type: ownership_of_shares
 Neither Parent nor Merger Sub is, nor at any time during the last three years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).
Clause type: headings
The headings in this Warrant are for purposes of convenience in reference only, and shall not be deemed to constitute a part hereof.
Clause type: investment-company-act
 The Borrower will conduct its operations, and will cause the Manager to conduct the Borrower’s operations, in a manner which will not subject it to registration as an “investment company” under the Investment Company Act of 1940, as amended.
Clause type: definitions
In addition to the terms defined above, the following terms shall have the following meanings when used herein:
Clause type: whereas
all the conditions and requirements necessary to make this Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto and the execution and delivery thereof have been in all respects duly authorized by the parties hereto.
Clause type: governing
Law. This Agreement shall be governed in all respects by the laws of the State of California.
Clause type: taxes
 Borrower's federal tax identification number is set forth on SCHEDULE 1 hereto. With respect to the United States (whether federal, state or local), (i) all tax returns required to be filed by Borrower have been properly prepared, executed and filed, and (ii) all taxes, assessments, fees and other governmental charges upon Borrower or upon any of its respective properties, incomes, sales or franchises which are shown to be due and payable thereon have been paid, other than taxes or assessments the validity or amount of which Borrower is contesting in good faith. The reserves and provisions for taxes on the books of Borrower are adequate for all open years and for its current fiscal period. With respect to obligations outside the United States, all tax returns required to be filed by Borrower have been properly prepared, executed and filed and all taxes, assessments, fees and other governmental charges upon Borrower or upon any of its respective properties, incomes, sales or franchises which would be due and payable thereon have been paid, other than taxes or assessments the validity or amount of which Borrower is contesting in good faith and other than taxes, assessments or returns, with respect to which the failure to pay or prepare, execute and file, as the case may be, do not and will not have, in the aggregate, a Material Adverse Effect on Borrower.
Clause type: termination
This escrow shall terminate upon the release of all of the Company Documents and Subscriber Documents or at any time upon the agreement in writing of the Subscriber and Company.
Clause type: base-salary
 The Company agrees to pay Employee a base salary of One Hundred Seventy Thousand Dollars ($170,000) per year, payable at the usual times for the payment of the Company's executive employees, subject to adjustment as provided herein. Employee's base salary shall be reviewed at least annually and may be increased, but not decreased, consistent with general salary increases for the Company's executive employees or as appropriate in light of the performance of Employee and the Company. Notwithstanding anything herein to the contrary, Employee's base salary may be reduced in the event of an across-the-board salary reduction for all executive officers; provided, however, that the percentage reduction of Employee's base salary shall not exceed the highest percentage reduction in base salary of any other executive officer.
Clause type: conversion_of_shares
 (i) (A) Each share of Company Common Stock (both Class A and Class B) issued and outstanding immediately prior to the Effective Time (except Dissenting Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive $1.00 in cash and one-tenth of a share of Series B Preferred, with each share of Series B Preferred to be accompanied by a Warrant, redeemable at any time by the holder for $2.50 in cash and exercisable at any time to purchase .25 of a share of Parent's Common Stock at a price of $15.00 per share (such Series B Preferred shares and attached Warrants to be issued for each share of Company Common Stock constituting the "AMVC Common Conversion Ratio").
Clause type: ownership_of_shares
 As of the date of this Agreement, none of Parent, Merger Sub or their respective affiliates owns (directly or indirectly, beneficially or of record) any Shares and none of Parent, Merger Sub or their respective affiliates holds any rights to acquire any Shares, in each case except pursuant to this Agreement and the Voting Agreement.
Clause type: payment_terms
 Seller shall issue an invoice to Buyer on or any time after the completion of delivery and only in accordance with the Terms. Buyer shall pay all properly invoiced amounts due to Seller within sixty (60) days after Buyer's receipt of such invoice, except for any amounts disputed by Buyer in good faith. All payments hereunder must be in US dollars and made by check, credit card, debit card, or electronic transfer, at Buyer’s option. In the event of a payment dispute, Buyer shall deliver a written statement to Seller no later than ten (10) days prior to the date payment is due on the disputed invoice listing all disputed items and providing a reasonably detailed description of each disputed item. Amounts not so disputed are deemed accepted and must be paid, notwithstanding disputes on other items, within the period set forth in this Section 12. The parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its obligations under the Order notwithstanding any such dispute.
Clause type: assignment
Notwithstanding anything to the contrary contained herein, except as provided in Section 6.02, this Agreement may not be assigned by the Master Servicer without the prior written consent of the Trustee and Depositor.
Clause type: base-salary
 Employer shall pay to Executive a base salary for all services to be rendered by Executive under this Agreement (the “Base Salary”), which Base Salary shall be paid in accordance with Employer’s normal payroll schedule, procedures and policies (which schedule, procedures and policies may be modified from time to time) and subject to applicable deductions as required by law. Employer shall review Executive’s salary on an annual basis and may, in its discretion, consider and declare from time to time increases in the Base Salary that it pays Executive. Any and all increases in Executive’s salary pursuant to this section shall cause the level of Base Salary to be increased by the amount of each such increase for purposes of this Agreement. The increased level of Base Salary as provided in this section shall become the level of Base Salary for the remainder of the term of this Agreement unless there is a further increase in Base Salary as provided herein. Notwithstanding the foregoing, the Base Salary of Executive may be decreased provided it is done so in proportion to decreases in Base Salary of the entire executive team of the Company.
Clause type: loans
 (a) (i) Each US Revolving Loan shall be made as part of a US Revolving Borrowing consisting of US Revolving Loans made by the US Lenders ratably in accordance with their respective US Revolving Commitments and (ii) each Canadian Revolving Loan shall be made as part of a Canadian Revolving Borrowing consisting of Canadian Revolving Loans made by the Canadian Lender; provided that, in the case of the immediately preceding clauses (i) and (ii), the failure of any Lender to make a Revolving Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Revolving Loan required to be made by such other Lender).
Clause type: assignment
This Agreement shall be binding on the parties and their respective successors and permitted assignees. This Agreement may not be assigned by either party without the written consent of the other, which consent shall not be unreasonably withheld.
Clause type: ownership_of_shares
 Seller is the sole owner, beneficially and of record, of the Shares, free and clear of all Liens.
Clause type: notices
All notices, requests, demands, instructions or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given upon delivery, if delivered personally, or if given by prepaid telegram, or mailed first-class, postage prepaid, registered or certified mail, return receipt requested, shall be deemed to have been given seventy-two (72) hours after such delivery, if addressed to the other party at the addresses as set forth on the signature page below. Either party hereto may change the address to which such communications are to be directed by giving written notice to the other party hereto of such change in the manner above provided.
Clause type: whereas
the Manager desires to engage the SubManager from time to time to manage a portion of certain of the Funds: NOW THEREFORE, in consideration of the mutual covenants herein contained, it is agreed as follows: 1. SERVICES TO BE RENDERED BY SUBMANAGER. (a) The SubManager, at its expense, will furnish continuously an investment program for that portion of any Fund the management of which is allocated from time to time by the Manager to the SubManager (an Allocated Sleeve). The Manager shall, in its sole discretion, determine which Funds will have an Allocated Sleeve and the amount of assets allocated from time to time to each such Allocated Sleeve; provided that, with respect to any Fund, the Trustees of such Fund must have approved the use of the SubManager prior to the creation of an Allocated Sleeve for such Fund. The SubManager will determine what investments shall be purchased, held, sold or exchanged by any Allocated Sleeve and what portion, if any, of the assets of the Allocated Sleeve shall be held uninvested and shall, on behalf of the Fund, make changes in the Funds investments held in such Allocated Sleeve. (b) The Manager may also, at its discretion, request the SubManager to provide assistance with purchasing and selling securities for any Fund, including the placement of orders with brokerdealers selected in accordance with Section 1(d), even if the Manager has not established an Allocated Sleeve for such Fund. (c) The SubManager at its expense will furnish all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully. (d) The SubManager shall place all orders for the purchase and sale of portfolio investments for any Allocated Sleeve with brokers or dealers selected by the SubManager. In the selection of such brokers or dealers and the placing of such orders, the SubManager shall use its best efforts to obtain for the related Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, the SubManager, bearing in mind the Funds best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of...
Clause type: capitalization
 The authorized equity capital of Agnico-Eagle consists of an unlimited number of Agnico-Eagle Shares. As at February 12, 2007, 121,144,282 Agnico-Eagle Shares (and no other shares) are issued and outstanding and all such shares are fully-paid and non-assessable shares. In addition, as of the date hereof, there are outstanding 2,267,815 options granted under Agnico-Eagle’s stock option plan and 6,892,200 warrants providing for the issuance of 9,160,015 Agnico-Eagle Shares upon the exercise thereof. Except as described in the immediately preceding sentence or as disclosed in the Agnico-Eagle Public Documents, there are no options, warrants, conversion privileges, calls or other rights, agreements, arrangements, commitments or obligations of Agnico-Eagle or any of its subsidiaries to issue or sell any shares of any capital stock of Agnico-Eagle or any of its subsidiaries or securities or obligations of any kind convertible into or exchangeable for any shares or other securities of Agnico-Eagle or any of its subsidiaries or any other person, nor are there outstanding any stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments based upon the book value, income or any other attribute of Agnico-Eagle or any of its subsidiaries. The holders of outstanding Agnico-Eagle Shares are not entitled to pre-emptive or other similar rights.
Clause type: ownership_of_shares
 None of the Parent Entities or any of their Subsidiaries owns as General Account Shares any Company Stock, beneficially, of record or otherwise, as of the date hereof or at any from the date hereof to the time that is immediately prior to the Effective Time.
Clause type: ownership_of_shares
 Schedule 1 hereto correctly sets forth the number of shares of California United Bank Stock owned by Affiliate, or with respect to which Affiliate has voting power or beneficial ownership, as of the date hereof. Affiliate has good title to all of the shares of California United Bank Stock indicated as owned by Affiliate in the capacity set forth on Schedule 1 as of the date hereof and such shares of California United Bank Stock are so owned free and clear of any liens, security interests, charges or other encumbrances, except as set forth in Schedule 1.
Clause type: now
THEREFORE in consideration of the mutual promises and covenants hereinafter set forth, it is agreed by and between the parties, as follows:
Clause type: employee_benefits
 Employer shall provide to Employee, and, at the election of the Employee, to the Employee's dependents, a comprehensive major medical, health, and dental insurance program comparable to the programs normally provided by other employers in the same industry and marketplace, and the Employer shall pay the cost of the Employee's portion of the premium. Insurance coverage may be subject to pre-existing condition limitations. Should, at any time, the Employee opt to maintain a personal major medical and health insurance policy for himself and for his dependents and not participate in the Employer's group plan, then Employer shall reimburse Employee the lesser of the amount Employee pays for said personal policy, as evidenced by adequate documentation, or what Employer would otherwise be paying were Employee participating in the Employer's group plan. Should the Employee opt to maintain his own coverage, neither he nor his dependents shall be precluded from later participating in the Employer's group plan so long as they otherwise qualify for enrollment. At Employer's cost and subject to verification of insurability, Employer will maintain a life insurance policy covering Employee, with at least $250,000 of death benefits being payable, in a manner that is free of income tax, to Employee's estate or other beneficiaries designated by Employee. Employer agrees to provide Employee with an automobile for business-related use. In addition to the cost of the vehicle itself, Employer shall pay, directly or by reimbursement to Employee, for all maintenance, fuel, repairs, insurance, operating and other costs incidental thereto. Employer shall pay for, or reimburse Employee for, dues for his membership in industry related associations perceived as beneficial to Employer and as approved by the Chief Executive Officer or the Chief Operating Officer. So long as it is within the guidelines of the respective plan, Employee shall be given the opportunity to participate in Employer's 401(k).
Clause type: ownership_of_shares
 Seller is the record and beneficial owner of the Shares and will transfer and deliver to Buyer at the Closing valid title to the Shares free and clear of any Lien other than Liens created by any member of the Buyer Group or its Affiliates.
Clause type: entire
Agreement. This Agreement (including the documents and the instruments referred to herein) together with the Confidentiality Agreement constitutes the entire agreement among the parties and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.