bhaskrr/legal-clauses huggingface dataset:
Clause type: payment_terms
 You will receive an invoice with the shipment of the Product setting forth the purchase price and other Charges applicable to the Product and the Services provided hereunder. Unless such charges have been paid prior to shipment, in conjunction with the purchase or lease of you Monitored Vehicles from you Dealer, you will pay all Charges set forth in the invoices C.O.D. provided however, Company in its sole and absolute discretion may provide payment terms in the invoice. At Company’s request, prior to the shipment of any Products to you, you will provide to Company a valid credit card number, the expiration date and other information requested by Company pertaining thereto, and you hereby authorize Company to charge to this credit card all Charges applicable to your purchase of the Product and Services provided hereunder which are not paid prior to their shipment or upon delivery. Upon cancellation or expiration of such credit card, you will immediately provide a new credit card number, expiration date and other information requested by Company pertaining thereto. If you have not paid all sums due Company in accordance with the terms hereof, a monthly finance charge equal to the greater of (a) 1.5% per month, or (b) the highest amount permitted by law, shall accrue and be payable each month until paid in full. Furthermore, upon your failure to make payment in accordance with the terms hereof, a late fee of ten percent (10%) of the amount past due shall be due and payable by you with respect to each such late payment and Company has the right to suspend further purchase orders until balance is paid in full. The waiver of a finance charge, late fee or any portion thereof shall not be deemed to be a waiver of any future finance charges or late fees. You shall be liable to Company for any and all costs and expenses incurred by Company, including without limitation attorneys’ fees and expenses, in collection of any past due amounts hereunder. You hereby grant to Company a continuing lien in the Product to secure your timely payment to Company for such Product in accordance with the terms and conditions hereof.
Clause type: headings
Captions and headings in this Agreement are for convenience only and are not to be deemed part of this Agreement.
Clause type: base-salary
 As compensation for Employee’s performance of Employee’s duties hereunder, Company shall pay to Employee an initial base salary (“Base Salary”) of two hundred seventy five thousand dollars ($275,000) per year, payable in accordance with the normal payroll practices of Company, less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions. In the event Employee’s employment under this Agreement is terminated by either party, for any reason, Employee will earn the Base Salary prorated to the date of termination.
Clause type: insurance
Part 2.17 of the Disclosure Schedule identifies all insurance policies maintained by, at the expense of or for the benefit of each of the Acquired Corporations and identifies any material claims made thereunder, and the Company has delivered to Parent accurate and complete copies of the insurance policies identified on Part 2.17 of the Disclosure Schedule. Each of the insurance policies identified in Part 2.17 of the Disclosure Schedule is in full force and effect. Since December 31, 1997, none of the Acquired Corporations has received any notice or other communication regarding any actual or possible (a) cancellation or invalidation of any insurance policy, (b) refusal of any coverage or rejection of any claim under any insurance policy, or (c) material adjustment in the amount of the premiums payable with respect to any insurance policy.
Clause type: insurance
The Adviser maintains errors and omissions insurance coverage in an appropriate amount and shall provide prior written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policies. Furthermore, the Adviser shall upon reasonable request provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.
Clause type: taxes
 The Company either: (a) has timely filed with the appropriate taxing authority all Tax and information returns required to have been filed by the Company or (b) has timely filed for any required extensions with regard to such returns. All Taxes of the Company have been paid (or estimated Taxes have been deposited) to the extent such payments are required prior to the date hereof or accrued on the books of the Company. The returns were correct when filed. There are no pending investigations of the Company concerning any Tax returns by any federal, state or local Taxing authority, and there are no federal, state, local or foreign Tax liens upon any of the Company's assets.
Clause type: loans
 Make advances, loans or extensions of credit to any Person, including any Parent, Subsidiary or Affiliate, except with respect to (a) the extension of commercial trade credit in connection with the sale of Inventory in the Ordinary Course of Business, (b) advances, loans or extensions of credit to a Borrower Party, (c) loans to its employees in the Ordinary Course of Business not to exceed the aggregate amount of Fifty Thousand and 00/100 Dollars ($50,000.00) at any time outstanding, (d) advances, loans and extensions of credit from any Borrower Party to Holding to enable Holding to make payments and/or prepayments as required or permitted under the terms and provisions of any applicable Holding Bond Issuances or under any Indenture Document so long as no Event of Default shall have occurred or shall occur as a result of giving effect to any such advance, loan or extension of credit and (e) other advances, loans or extensions of credit in an aggregate amount at any time not to exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00) for all Borrower Parties.
Clause type: interest
 The Borrower shall pay interest on the unpaid principal amount of each Advance made by each Lender from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:
Clause type: headings
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Agreement.
Clause type: investments
 Except as otherwise provided in any Security Document, all moneys received by the Security Agent under a Security Document may be:
Clause type: capitalization
 The authorized capital stock of Parent consists of 600,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stock, no par value (the "PARENT PREFERRED STOCK"). As of the close of business on February 18, 2000 (the "PARENT MEASUREMENT DATE"), (a) 303,334,825 shares of Parent Common Stock were issued and outstanding, (b) no shares of Parent Preferred Stock were issued and outstanding, (c) 69,355,717 shares of Parent Common Stock were reserved for issuance under the stock-based benefit plans of the Parent (the "PARENT STOCK PLANS"), (d) options to purchase 40,499,483 shares of Parent Common Stock in the aggregate had been granted and remained outstanding under the Parent Stock Plans, and (e) except for the options, rights to acquire shares of Parent Common Stock under Parent's Employee Stock Purchase Plan (the "PARENT ESPP") and rights to acquire shares of Parent Common Stock pursuant to the Second Amended and Restated Rights Agreement, dated as of November 28, 1995, as amended, between Parent and Norwest Bank, Minnesota, National Association (the "PARENT SRP PLAN"), there were no outstanding Parental Rights (as defined below). Since the Parent Measurement Date, no additional shares of Parent Common Stock have been issued and are outstanding, except pursuant to the exercise of options and the Parent ESPP, and no Parental Rights have been granted (other than additional Parent SRP Rights issued upon the issuance of shares of Parent Common Stock). All issued and outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights created by the Minnesota Business Corporation Act or Parent's Charter Document or Governing Document, or any other agreement with the Company. There are not at the date of this Agreement any existing options, warrants, calls, subscriptions, convertible securities or other rights which obligate Parent or any of its Subsidiaries to issue, exchange, transfer or sell any shares of capital stock of Parent or any of its Subsidiaries, other than shares of Parent Common Stock issuable under the Parent Stock Plans and the Parent ESPP, or awards granted pursuant thereto, and other than Parent SRP Rights issued upon the issuance of additional shares of Parent Common Stock (collectively, "PARENTAL RIGHTS").
Clause type: employee_benefits
 (a) Comply in all material respects with all applicable Legal Requirements, including the applicable provisions of ERISA and the Code with respect to all Employee Benefit Plans and (b) furnish to the Administrative Agent (x) as soon as possible after, and in any event within 5 Business Days after any Responsible Officer of any Company or any ERISA Affiliate of any Company knows or has reason to know that, any ERISA Event or other event with respect to an Employee Benefit Plan has occurred that, alone or together with any other ERISA Event could reasonably be expected to result in liability of the Companies or any of their ERISA Affiliates in an aggregate amount exceeding $1,000,000 or the imposition of a Lien, a statement of a Responsible Officer of Borrower setting forth details as to such ERISA Event and the action, if any, that the Companies propose to take with respect thereto, and (y) upon request by the Administrative Agent, copies of (i) annual report (Form 5500 Series) filed by any Company or any ERISA Affiliate with the Employee Benefits Security Administration with respect to each Employee Benefit Plan; (ii) the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Company or any ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other information, documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request.
Clause type: severability
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
Clause type: headings
The headings of the sections of this Agreement have been inserted for convenience of reference only and shall in no way affect the interpretation of any of the terms or conditions of this Agreement.
Clause type: compensation
 At the discretion of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. At the discretion of the Board of Directors, members of special or standing committees may be allowed like compensation for attending committee meetings.
Clause type: insurance
Seller shall be solely responsible for maintaining and requiring Seller Parties to maintain such adequate health, auto, employer's liability, public liability, product liability and all risks and other insurance, as is required by law or as is the common practice in Seller's and Seller Parties' trades or businesses, whichever affords greater coverage. Upon request, Seller shall provide Apple with certificates of insurance or evidence of coverage before commencing performance under this Agreement. Seller shall provide adequate coverage for any Apple property under the care, custody or control of Seller or Seller Parties.
Clause type: capitalization
 The Sellers are the record and beneficial holders of those and that number of Shares set forth opposite each Seller’s name on Schedule 3.4. All of such Shares have been duly authorized and are validly issued, fully paid and non-assessable, free and clear of all Liens, and have been issued in compliance with applicable Law. As of the date hereof, the Shares and the options disclosed at Schedule 3.4 constitute the only outstanding Equity Interests of the Company. No Equity Interests of the Company are subject to, or have been issued in violation of, preemptive or similar rights. All issuances, sales or repurchases by the Company of its Equity Interests have been effected in compliance with all applicable federal and state securities laws. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting Equity Interests of the Company. The Company does not own, directly or indirectly, or have any obligation to acquire, any Equity Interests of any Person.
Clause type: loans
 Make, or permit any Subsidiary of Borrower to make, any loans or other advances of money to any Person, other than (i) for salary, travel advances, advances against commissions and other similar advances to employees in the ordinary course of business, (ii) extensions of trade credit in the ordinary course of business, (iii) deposits with financial institutions permitted under this Agreement,
Clause type: investment-company-act
 The Company is not, and after giving effect to the transactions contemplated by this Agreement (including, without limitation, the Purchase and Exchange Transactions and the offering and sale of the Offered Shares), will not be required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended, (the “Investment Company Act”).
Clause type: counterparts
This Amendment may be executed in counterparts, each of which shall be an original, but all of which shall constitute one and the same Amendment.
Clause type: capitalization
 The fully paid membership interests, accounting for 100% ownership in the Company, are detailed in Exhibit A. There are no outstanding or authorized options, warrants, calls, subscriptions, rights (including any preemptive rights or rights of first refusal), agreements or commitments of any character obligating the Company to issue any preferred equity or any other equity ownership of the Company. All issued and outstanding Company Units are duly authorized, validly issued, fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights.
Clause type: representations
and Warranties. To induce the Credit Parties to enter into this Agreement and to make Loans and to issue Letters of Credit hereunder, each Loan Party represents and warrants to the Administrative Agent and the other Credit Parties that:
Clause type: base-salary
 While Executive is employed by the Company during the Term, the Company shall pay to Executive a base salary at the rate of Dollars ($ ) per year, less deductions and withholdings, which base salary shall be paid in accordance with the Company’s normal payroll policies and procedures. On or before April 1 of each year during the Term, commencing in fiscal year 2006, the Compensation Committee of the Board (the “Compensation Committee”) shall review Executive’s performance and may increase (but not reduce) Executive’s base salary in its sole discretion; provided, however, that the Compensation Committee may reduce Executive’s base salary by no more than 10% in any twelve-month period if such reduction is part of a general reduction in the base salaries of all executives of the Company and; provided further, that no such reduction shall reduce Executive’s base salary below the initial base salary set forth in the first sentence of this Section 3(a).
Clause type: headings
The various headings used in this Agreement are for convenience only and are not to be used in interpreting the text of the Articles or Sections in which they appear or to which they relate.
Clause type: loans
 All of the loans, leases, installment sales contracts and other credit transactions on the books of MAF and the MAF Subsidiaries are valid and properly documented and were made in the ordinary course of business, and the security therefor, if any, is valid and properly perfected, except where such failure is not reasonably likely to have, either individually or in the aggregate a Material Adverse Effect. Neither the terms of such loans, leases, installment sales contracts and other credit transactions, nor any of the documentation evidencing such transactions, nor the manner in which such loans, leases, installment sales contracts and other credit transactions have been administered and serviced, nor MAF’s procedures and practices of approving or rejecting applications for such transactions, violates any Law applicable thereto, including, without limitation, the Truth-In-Lending Act, as amended, Regulations O and Z of the Federal Reserve Board, CRA, the Equal Credit Opportunity Act, as amended, and state Laws relating to consumer protection, installment sales and usury, except where such failure is not reasonably likely to have, either individually or in the aggregate a Material Adverse Effect.
Clause type: compensation
 6.1 The Fund on behalf of each of the Portfolios will compensate FDISG for the performance of its obligations hereunder in accordance with the fees set forth in the written Fee Schedule annexed hereto as Schedule B and incorporated herein.
Clause type: vesting
 The Restricted Stock Units shall vest in substantially equal annual installments on each of the first five (5) anniversaries of the Grant Date, subject to the Participant’s continuous service with the Company or a Subsidiary or Affiliate thereof, as applicable, whether as an Employee, Director, or Consultant (“Service”), from the Grant Date through each such anniversary of the Grant Date. Notwithstanding the foregoing, all or a portion of the Restricted Stock Units may also vest under the circumstances described in Section 3(c).
Clause type: counterparts
This Agreement may be executed in two counterparts, each of which when executed and delivered shall constitute an original of this Agreement but shall together constitute one and only the Agreement.
Clause type: ownership_of_shares
 As of the date hereof, except as set forth on Schedule A hereto, Shareholder is the record or beneficial owner (as defined in Rule 13d-3 under the Exchange Act, which meaning will apply for all purposes of this Agreement) of, and has good, valid and marketable title to, the number of Shares set forth opposite Shareholder’s name on Schedule A hereto. Except as set forth on Schedule A, Shares are all the securities (as defined in Section 3(a)(10) of the Exchange Act, which definition will apply for all purposes of this Agreement) of the Company owned, either of record or beneficially, by Shareholder as of the date hereof and Shareholder does not have any option or other right (including, without limitation, any Company Option) to acquire any other securities of the Company. The Shares owned by Shareholder are owned free and clear of all Encumbrances, other than any Encumbrances created by this Agreement. Except as provided in this Agreement, Shareholder has not appointed or granted any proxy, which appointment or grant is still effective, with respect to the Shares owned by Shareholder.
Clause type: board
 Director has been appointed as an Independent Director of the Company’s Board of Directors (the “Board”), effective upon the effectiveness of the Company’s Registration Statement on Form F-1 in connection with its initial public offering (the “Effective Date”), until the earlier of the date on which Director ceases to be a member of the Board for any reason or the date of termination of this Agreement in accordance with this Section 5.2 hereof (such earlier date being the “Expiration Date”). The Board shall consist of the Director and such other members as nominated and elected pursuant to the then current Memorandum and Articles of Association of the Company (the “Articles”).
Clause type: definitions
For the purposes of this Agreement, the following words and phrases shall have the following meanings:
Clause type: interest
 7.01 All amounts not paid when due shall bear interest at the rate of percent per annum.
Clause type: ownership_of_shares
 The Sole Shareholder owns of record and beneficially, free and clear of all liens, charges, security interests or other encumbrances or adverse claims, all outstanding shares of Company Stock, except for security interests pursuant to the Facility Agreement and the Deed of Debenture, which will be released as of the Effective Time. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any such shares of Company Stock.
Clause type: counterparts
This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.
Clause type: compensation
 (a) For the services provided and the expenses assumed pursuant to this Agreement with respect to the Portfolio, the Fund will pay the Investment Adviser from the assets of the Portfolio and the Investment Adviser will accept as full compensation therefor a fee, computed daily and payable monthly, at the annual rate of 0.48% of the Portfolio's average daily net assets. For any period less than a full month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month. (b) The fee attributable to the Portfolio shall be satisfied only against assets of the Portfolio and not against the assets of any other investment portfolio of the Fund. The Investment Adviser may from time to time agree not to impose all or a portion of its fee otherwise payable hereunder (in advance of the time such fee or portion thereof would otherwise accrue) and/or undertake to pay or reimburse the Portfolio for all or a portion of its expenses not otherwise required to be borne or reimbursed by the Investment Adviser.
Clause type: investments
 (Bank Deposit Products) No fees are invoiced for standard money market bank deposits. N/A
Clause type: compensation
 For the Administrative Services provided, the Investment Company hereby agrees to pay and the Company hereby agrees to accept as full compensation for its services rendered hereunder an administrative fee at an annual rate per Fund, as specified below. The compensation and out of pocket expenses attributable to the Fund shall be accrued by the Fund and paid to the Company no less frequently than monthly, and shall be paid daily upon request of the Company. The Company will maintain detailed information about the compensation and out of pocket expenses by the Fund.
Clause type: investment_company
 The Sponsor hereby agrees, and the Certificateholder, by acceptance of the Certificate, agrees, not to take any action which would cause the Trust to become an “investment company” which would be required to register under the Investment Company Act.