bhaskrr/legal-clauses huggingface dataset:
Clause type: payment
 In the event that the Drag-Along Sale is structured as sale of Shares, the consideration per share to be paid to the Dragged Shareholders and the Drag-Along Shareholders pursuant to the proposed Drag-Along Sale shall be determined with reference to Article 65(2) of the Restated Articles. If the Drag-Along Shareholders or the Dragged Shareholders receive the purchase price for their Shares or such purchase price is made available to them as part of a Drag-Along Sale and, in either case they fail to deliver the relevant signed instruments of transfer and the certificates evidencing their Shares as described in this Section 5, they shall for all purposes be deemed to have agreed to a transfer of their Shares to the purchaser (and the register of members of the Company shall be updated to reflect such status), shall have no voting rights, shall not be entitled to any dividends or other distributions with respect to any Shares held by them, shall have no other rights or privileges as a shareholder of the Company and, in the event of liquidation of the Company, their rights with respect to any consideration they would have received if they had complied with this Section 5, if any, shall be subordinate to the rights of any equity holder. In addition, the Company shall stop any subsequent transfer of any such shares held by such shareholders.
Clause type: investment-company-act
 The Seller and the Issuer are not an “investment company,” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act.
Clause type: definitions
In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1:
Clause type: definitions
Terms defined in the Credit Agreement are used herein as defined therein. In addition, as used herein:
Clause type: definitions
For all purposes of and under this Agreement, the following terms shall have the following respective meanings:
Clause type: interest
 The Company shall pay to Employee interest at the maximum rate allowed by law on any payment not paid when due.
Clause type: vesting
 The Stock Units subject to this Agreement will vest as follows: (i) 50% of the Stock Units will vest on May 23, 2006; and (ii) 50% of the Stock Units will vest on May 23, 2007.
Clause type: payment_terms
 Not later than the last business day of each month, VENDOR shall submit to COMMISSION an invoice for actual activities completed and services performed and the expenses incurred and paid by VENDOR (“actual expenses”) pursuant to this Agreement utilizing an invoice form (1) provided to VENDOR by COMMISSION or (2) prepared by VENDOR and approved as to form by COMMISSION. The COMMISSION provided invoice forms shall describe in detail the services performed by VENDOR during the prior month and the rates charged. The invoice forms prepared by VENDOR, and approved as to form by COMMISSION, shall include, at a minimum, the following information: VENDOR name, Program Name, Report Period, Invoice Amount, Approved Budget by Category, Year-to-Date (“YTD”) Actual Total, Approved Budget Total and Budget Balance. If there are any errors contained in any invoice submitted to COMMISSION, VENDOR shall describe and explain the error in VENDOR’s subsequent invoice submitted to COMMISSION. COMMISSION shall review the invoice and notify VENDOR in writing within ten (10) business days after receipt of a properly completed invoice of any disputed amounts. COMMISSION shall pay VENDOR all undisputed invoice amounts within thirty (30) calendar days of COMMISSION’s receipt of a timely submitted invoice up to the maximum compensation set forth in Section III of this Agreement. COMMISSION shall not withhold federal, state, and/or city payroll and other taxes, or other deductions from payments made to VENDOR. COMMISSION shall make checks payable to CONTRACTOR as listed in Section XXVI [the Payee, <<Payee_Name>>, at <<Payment_Address>>. If VENDOR fails to timely submit a properly completed invoice on or before the last business day of a month in accordance with this Section IV, COMMISSION shall process the late invoice in the subsequent month from COMMISSION’s date of receipt. COMMISSION shall make final payment in accordance with the provisions of this Section IV and upon VENDOR’s satisfactory completion of all activities and performance of all services. COMMISSION shall not be liable for payment of invoice amounts on any invoice received by COMMISSION more than ninety (90) calendar days following the invoice due date. CONTRACTOR’s submission of fraudulent invoices shall constitute a material breach of this Contract.
Clause type: base-salary
 During the Employment Period, the Executive shall receive an annual base salary ("Base Salary") at least equal to $450,000. Such Base Salary shall be payable monthly in cash. Base Salary shall be computed prior to any reductions for (i) any deferrals of compensation made pursuant to Sections 125 or 401(k) of the Code or pursuant to any other program or arrangement provided by the Company and (ii) any withholding, income or employment taxes. During the Employment Period, the Base Salary shall be reviewed at least annually and shall be increased at any time and from time to time as shall be determined by the Board. Any increase in Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Base Salary shall not be reduced after any such increase.
Clause type: compensation
 (a) For the services provided and the expenses assumed by the Sub-Adviser pursuant to this Agreement, UBS Global AM, not the Portfolio, will pay to the Sub-Adviser a fee, computed daily and payable monthly, at an annual rate of % of the average daily net assets of the Portfolio or Segment allocated to its management (computed in the manner specified in the Management Agreement), and will provide the Sub-Adviser with a schedule showing the manner in which the fee was computed. If the Sub-Adviser is managing a Segment, its fees will be based on the value of the assets of the Portfolio within the Sub-Adviser’s Segment.
Clause type: definitions
1.1 The following terms when used in this Agreement, including its preamble and recitals, shall, except where the context otherwise requires, have the following meanings, such meanings to be equally applicable to the singular and plural forms thereof:
Clause type: indemnification
The Company (the “Indemnitor”) shall indemnify and hold harmless the Members, their affiliates and subsidiaries, and all officers, directors, partners, employees, and agents of any of the foregoing (each, an “Indemnitee”) to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved as a party or otherwise, arising from, or in connection with, the performance of any action by such Indemnitee for, on behalf of, or otherwise in connection with, the Company.
Clause type: headings
The section headings contained in this Agreement are for convenience only and are not a part of this Agreement.
Clause type: termination
(a) This Agreement may be terminated by NYSERDA at any time during the term of this Agreement with or without cause, upon ten (10) days prior written notice to the Contractor. In such event, payment shall be paid to the Contractor for Work performed and expenses incurred prior to the effective date of termination in accordance with the provisions of the Article hereof entitled Payment and in reimbursement of any amounts required to be paid by the Contractor pursuant to Subcontracts; provided, however, that upon receipt of any such notice of termination, the Contractor shall cease the performance of Work, shall make no further commitments with respect thereto and shall reduce insofar as possible the amount of outstanding commitments (including, to the extent requested by NYSERDA, through termination of subcontracts containing provisions therefor). Articles VIII, IX, and X shall survive any termination of this Agreement, and Article XVII shall survive until the payment obligations pursuant to Article VIII have been met.
Clause type: insurance
Each Loan Party will, at Borrowers’ expense, (a) maintain insurance respecting such Loan Party’s assets wherever located, covering liabilities, losses or damages as are customarily are insured against by other Persons engaged in same or similar businesses and similarly situated and located (including, in the case of Real Property Collateral, flood insurance to the extent applicable). All such policies of insurance shall be with financially sound and reputable insurance companies acceptable to Agent (it being agreed that insurance placed with an insurance company or companies with an AM Best Rating of A-VIII or better is acceptable to Agent) and in such amounts as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and located and, in any event, in amount, adequacy, and scope reasonably satisfactory to Agent (it being agreed that the amount, adequacy, and scope of the policies of insurance of the Loan Parties in effect as of the Closing Date are acceptable to Agent). All property insurance policies covering the Collateral are to be made payable to Agent for the benefit of Agent and the Lenders, as their interests may appear, in case of loss, pursuant to a standard loss payable endorsement with a standard non contributory “lender” or “secured party” clause. All certificates of property and general liability insurance are to be delivered to Agent, with the loss payable (but only in respect of Collateral) and additional insured endorsements in favor of Agent and shall provide for not less than 30 days (10 days in the case of non-payment) prior written notice to Agent of the exercise of any right of cancellation. If the Loan Parties fail to maintain such insurance, Agent may arrange for such insurance, but at Borrowers’ expense and without any responsibility on Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon any Borrower becoming aware of any loss exceeding $1,000,000 covered by the Loan Parties’ casualty or business interruption insurance, Borrowers shall give Agent prompt notice thereof. Upon the occurrence and during the continuance of an Event of Default, Agent shall have the sole right to file claims under any property insurance policies in respect of the Collateral, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements...
Clause type: loans
 On the Revolving Credit Termination Date the Borrower shall repay the outstanding aggregate principal of the Notes.
Clause type: insurance
Evidence of the existence of insurance required to be maintained pursuant to Section 10.3(b), together with evidence that the Administrative Agent has been named as a lender’s loss payee and an additional insured on all related insurance policies.
Clause type: taxes
 The Borrower has filed all federal, state, local, county and foreign tax returns required by law to be filed, has paid all material taxes, assessments and similar charges (collectively referred to as "Taxes") shown to be due and payable on said returns, and has paid all other Taxes imposed upon it, to the extent that such Taxes have become due, except those being diligently contested by appropriate legal proceedings in good faith and against which reserves have been established in conformity with generally accepted accounting principles. As of the date of this Agreement, no extensions of time are in effect for assessments of deficiencies for federal income taxes of the Borrower. For purposes of this paragraph 5.12, Taxes owing to a particular taxing authority or governmental agency shall not be considered material if they do not exceed $5,000 in the aggregate (excluding sales taxes).