bhaskrr/legal-clauses huggingface dataset:
Clause type: termination
In the event that either party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. LEA shall have the right to terminate the DPA and Service Agreement in the event of a material breach of the terms of this DPA.
Clause type: headings
The headings of sections and paragraphs in this Mortgage are for convenience or reference only and shall not be construed in any way to limit or define the content, scope, or intent of the provisions.
Clause type: base-salary
 The Company will pay to the Executive during the term of employment under this Agreement a base salary per annum ("Base Salary") of Three hundred twenty five thousand dollars ($325,000), payable in accordance with the Company's usual and customary pay procedures. The Base Salary will be reviewed by the Company annually during the term of this Agreement and may be increased (but not decreased) by the Company in its sole and absolute discretion. Increases to base salary will take effect on the date that the increase is approved by the Company. An increase in the Base Salary if any shall become the new Base Salary for all purposes hereof.
Clause type: taxes
 Exelixis shall pay any and all taxes levied on account of all payments it receives under this Agreement. If laws or regulations require that taxes be withheld, Sanofi-Aventis shall: (a) deduct those taxes from the remittable payment; (b) pay the taxes to the proper taxing authority; and (c) send evidence of the obligation together with proof of tax payment to Exelixis within [ * ] following that tax payment.
Clause type: interest
 (a) The Borrower agrees to pay interest in respect of the unpaid principal amount of each Loan from the date the proceeds thereof are made available to the Borrower until the maturity (whether by acceleration or otherwise) of such Loan at a rate per annum which shall, during each Interest Period applicable thereto, be equal to the sum of the Applicable Margin and the Eurodollar Rate for such Interest Period.
Clause type: representations
and Warranties. Borrower hereby represents and warrants to Agent that (a) the execution, delivery and performance of this Amendment and any and all other Loan Documents (as defined in the Loan Agreement) executed and/or delivered in connection herewith have been authorized by all requisite action on the part of Borrower and will not violate any organizational document of Borrower, (b) the representations and warranties contained in the Loan Agreement, as amended hereby, are true and correct on and as of the date hereof as though made on and as of the date hereof, except to the extent such representations and warranties speak to a specific date, (c) no Default or Event of Default exists, and (d) Borrower is in full compliance with all covenants and agreements contained in the Loan Agreement, as amended hereby, and the other Loan Documents to which it is a party or it or its property is subject.
Clause type: entire
Agreement. This Agreement constitutes and embodies the entire understanding and agreement of the parties hereto relating to the subject matter hereof and there are no other agreements or understandings, written or oral, in effect between the parties relating to such subject matter except as expressly referred to herein.
Clause type: loans
 No loans may be made by the School to any person or entity for any purpose.
Clause type: ownership_of_shares
 None of the Purchaser or its Affiliates Beneficially Own any shares of Company Common Stock (without giving effect to the issuance of the Notes hereunder) other than any shares of Company Common Stock that may be owned by managing directors, officers or other employees of SLTM or other Silver Lake management entity or general partner in their individual capacities.
Clause type: loans
 Make any loans or other advances of money to any Person other than to an officer or employee of Borrower or a Subsidiary for salary, travel advances, advances against commissions and other similar advances in the Ordinary Course of Business.
Clause type: conversion_of_shares
 At the Effective Time, by virtue of the Merger and without any action on the part of the Parties hereto or any holder of Common Stock:
Clause type: severability
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. If any provision of this Agreement shall be held invalid or unenforceable in part, the remaining portion of such provision, together with all other provisions of this Agreement, shall remain valid and enforceable and continue in full force and effect to the fullest extent consistent with law.
Clause type: interest
 In the event that Trustee or the Holders incur any obligations, costs or expenses under this Agreement, Indemnitor shall pay such costs, obligations and expenses immediately, on demand. If such payment is not received within twenty (20) days after demand thereof, interest on such amount shall, after the expiration of such twenty (20) day period, accrue at the rate of eighteen percent (18%), or the maximum rate permitted by law, whichever is less, until such amount, plus interest, is paid in full.
Clause type: counterparts
This Indenture may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof.
Clause type: capitalization
 (i) As of the date of this Agreement, and prior to giving effect to the issuance of the Series A Preferred Stock, the authorized capital stock of DSKX consists of (a) 250,000,000 shares of DSKX Common Stock, of which 20,148,675 shares are issued and outstanding as at December 17, 2015, excluding (i) 2,000,000 additional shares of DSH Common Stock sold to certain institutional investors for $2.50 pursuant to a registered direct offering and a Section 424B prospectus supplement filed with the SEC on December 20, 2015 (the “December Pro Supp”), (ii) 1,036,140 shares of DSKX Common Stock issuable upon the exercise of outstanding options or warrants, and (iii) 1,500,000 shares of DSKX Common Stock issuable upon exercise of warrants to be issued in a private placement described in the December Pro Supp; and (b) 30,000,000 shares of preferred stock, $0.001 par value per share, containing such rights and privileges as the board of director of DSKX may determine from time to time, of which no shares of preferred stock are outstanding. DSKX Common Stock is presently eligible for quotation and trading on the Nasdaq Capital Markets (“Nasdaq”) and is not subject to any notice of suspension or delisting. All of the issued and outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid, non-assessable and free of all preemptive rights. Except as contemplated and actually disclosed by the Transaction Documents or as described in Section 4.3(a) of DSKX Disclosure Schedule, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which DSKX is a party or which are binding upon DSKX providing for the issuance or redemption of any of its capital stock. Except as set forth in Section 4.3(a) of DSKX Disclosure Schedule, there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to DSKX. Except as contemplated and actually disclosed by the Transaction Documents, there are no agreements to which DSKX is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act, or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities of DSKX. There are no agreements among other parties, to which DSKX is not a party and by which it is not bound, with respect to the voting (inc...
Clause type: representations
and Warranties. In order to induce Lenders to enter into this Agreement and to make the Credit Extensions to be made thereby, the Credit Parties each represent and warrant to each Lender, on the Closing Date, that the following statements are true and correct (it being understood and agreed that the representations and warranties made on the Closing Date are deemed to be made concurrently with the consummation of the transactions contemplated by the Credit Documents):
Clause type: representations
and Warranties. To induce Lender to enter into the Loan Documents and extend credit to Borrower, Guarantor represents and warrants to Lender as follows:
Clause type: assignment
Each party's rights and obligations under this Agreement shall not be assigned or delegated, by operation of law or otherwise, without the other party's prior written consent, and any such assignment or attempted assignment shall be void, of no force or effect, and shall constitute a material default by such party.
Clause type: termination
11.1 Unless terminated in accordance with Article 10 or this Section 11.1, the Maturity Date shall automatically be renewed after the initial three (3) years from the date hereof for successive one (1) year periods. For greater certainty, the Lender may terminate this Financing Agreement immediately upon the occurrence and continuance of an Event of Default. The Borrower may terminate this Financing Agreement at any time upon sixty (60) days' written notice to the Lender prior to the then applicable Maturity Date, provided that the Borrower pay to the Lender, immediately on demand, the Early Termination Fee, if the termination does not fall on a Maturity Date. Each of the Borrower and the Lender shall have the right not to renew this Financing Agreement at the end of any applicable Maturity Date upon ninety (90) days prior written notice to the other during the initial three (3) years from the date hereof and on ninety (90) days prior written notice to the other thereafter. All Obligations shall become due and payable as of any termination under this Section 11.1 or under Article 10 hereof and, pending a final accounting, the Lender may withhold any balances in the Borrower's account (unless supplied with an indemnity satisfactory to the Lender) to cover all of the Obligations, whether absolute or contingent, including, but not limited to, cash reserves for any contingent Obligations, including, without limitation, an amount equal to one hundred percent (102%) of the face amount of any outstanding Letters of Credit. All of the Lender's rights, liens and security interests shall continue after any termination until all Obligations have been indefeasibly paid and satisfied in full.
Clause type: now
THEREFORE in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each party, for the benefit of the other parties and for the benefit of the Holders, hereby amends and restates the Original Trust Agreement in its entirety and agrees as follows:
Clause type: payment
 The full payment of A$**** representing **** percent (****%) of the estimated Service Fees, shall be due and payable to Omnicare CR upon execution of this Change Order #03. The payment of service fees and pass through expenses shall be made by Sponsor within **** (****) days of receipt of invoice. If the payment of service fees or pass through expenses is late by more than **** (****) days, such payment shall be subject to a penalty fee of ****% per month of the outstanding balance. **** Certain confidential information contained in this document, marked with four asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Omnicare CR Inc. Westpac Banking Corporation, Macquarie Shopping Centre, North Ryde, NSW 2113 SWIFT ID: **** BSB/Account Number: ****
Clause type: base-salary
 Base Salary will be paid at an annualized rate of $200,000, which will be subject to annual review and adjustment by the Committee or the Board but will not be reduced below $200,000. Such amounts will be payable to Executive in accordance with the normal payroll practices of the Company.
Clause type: ownership_of_shares
 Such Stockholder owns of record and beneficially the number of Stockholder Shares set forth on Schedule A hereto and such Shares constitute all of the Shares owned of record or beneficially by such Stockholder. Such Stockholder has sole voting power and sole power of disposition with respect to all of the Stockholder Shares set forth on Schedule A hereto, with no restrictions on such Stockholder’s rights of voting or disposition pertaining thereto (except under applicable securities laws and pursuant to that certain Registration Rights Agreement between the Company and the Stockholders (the “Registration Rights Agreement”)). Such Stockholder owns all of the Stockholder Shares set forth on Schedule A hereto, free and clear of any lien, security interest or encumbrance, other than pursuant to this Agreement and the Registration Rights Agreement.
Clause type: representations
and Warranties. In order to induce Agent to enter into this Agreement for the benefit of the Lender Group and the Bank Product Providers, each Grantor makes the following representations and warranties to the Lender Group which shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the Closing Date, and shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the date of the making of each Revolving Loan (or other extension of credit) made thereafter, as though made on and as of the date of such Revolving Loan (or other extension of credit) (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date) and such representations and warranties shall survive the execution and delivery of this Agreement:
Clause type: dividends
 Dividends are payable on the Series B Preferred Stock, when, as and if declared by the Board of Directors. Whenever any dividend or other distribution is declared on any shares of Series B Preferred Stock, the Board of Directors shall simultaneously declare a dividend or distribution at the same percentage rate and in the same form on each other outstanding share of Series B Preferred Stock and each outstanding share of the Series A and Series D Preferred Stock, so that all outstanding shares of Series A, Series B and Series D Preferred Stock will participate equally with each other ratably per share.
Clause type: loans
 (a) (1) Domestic Term Loan Borrowing. Subject to the terms and conditions set forth herein, each Domestic Term Loan Lender severally agrees to make or continue a single loan (same Type and same Interest Period) to WFS in an amount equal to such Domestic Term Loan Lender’s Domestic Term Loan Commitment as of the Fifth Amendment Effective Date. As of the Fifth Amendment Effective Date, the Domestic Term Loan Borrowing shall consist of Domestic Term Loans made by the Domestic Term Loan Lenders in accordance with their respective Pro Rata Share, as of the Fifth Amendment Effective Date, of the Domestic Term Loan Facility. Amounts borrowed under this Section 2.01(a)(i) and repaid or prepaid may not be reborrowed. Domestic Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.
Clause type: base-salary
 During the Term of Employment, the Executive shall be entitled to receive a base salary payable no less frequently than in equal bi-weekly installments at an annualized rate of no less than $600,000 (the “Base Salary”). The Base Salary shall be reviewed annually for increase (but not decrease) in the discretion of the Board. In conducting any such annual review, the Board shall take into account any change in the Executive’s responsibilities, increases in the compensation of other executives of the Company or any Affiliate (or any comparable competitor(s) of the Company Group), the performance of the Executive, the results and projections of the Company Group and other pertinent factors. Such increased Base Salary shall then constitute the Executive’s “Base Salary” for purposes of this Agreement.
Clause type: headings
The table of contents, captions and headings used in this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction or interpretation hereof.
Clause type: whereas
pursuant to the Mortgage Loan Agreement (as defined herein), Barclays, JPM and BofA originated a certain loan (the “Mortgage Loan”) described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to each of the entities listed on Exhibit A attached hereto (collectively, the “Mortgage Loan Borrower”), which is evidenced, inter alia, by (i) one replacement, amended and re-stated promissory note in the original principal amount of $55,000,000 (as amended, modified or supplemented, “Note A-1-1”) made by the Mortgage Loan Borrower in favor of the Initial Note A-1-1 Holder, (ii) one replacement, amended and re-stated promissory note in the original principal amount of $40,600,000 (as amended, modified or supplemented, “Note A-1-2”) made by the Mortgage Loan Borrower in favor of the Initial Note A-1-2 Holder, (iii) one replacement, amended and re-stated promissory note in the original principal amount of $40,600,000 (as amended, modified or supplemented, “Note A-1-3”) made by the Mortgage Loan Borrower in favor of the Initial Note A-1-3 Holder, (iv) one promissory note in the original principal amount of $45,400,000 (as amended, modified or supplemented, “Note A-2”) made by the Mortgage Loan Borrower in favor of the Initial Note A-2 Holder and (v) one promissory note in the original principal amount of $45,400,000 (as amended, modified or supplemented, “Note A-3” and, together with Note A-1-1, Note A-1-2, Note A-1-3 and Note A-2, the “Notes”) made by the Mortgage Loan Borrower in favor of the Initial Note A-3 Holder, each secured by certain mortgages/deeds of trust/deeds to secure debt, assignments of leases and rents, fixture filings and security agreements (collectively, as amended, modified or supplemented, the “Mortgage”) on certain real properties located as described on the Mortgage Loan Schedule (collectively, the “Mortgaged Property”); and
Clause type: termination
This Agreement will terminate on the date the security interests of the Secured Party in each Collateral Account are terminated under the Indenture Supplement and the Indenture and the Secured Party has notified the Financial Institution of the termination of the security interest. The termination of this Agreement will not terminate a Collateral Account or change the obligations of the Financial Institution to the Grantor relating to a Collateral Account.
Clause type: loans
 38 SECTION 3.3. Notice of Loans . . . . . . . . . . 39 SECTION 3.4. Promissory Notes . . . . . . . . . 40 SECTION 3.5. Interest on Loans . . . . . . . . . 41 SECTION 3.6. Fees . . . . . . . . . . . . . . . 42 SECTION 3.7. Maturity and Reduction of Commitments 43 SECTION 3.8. Interest on Overdue Amounts; Alternative Rate of Interest . . 43 SECTION 3.9.
Clause type: investments
 All expenditures made and all liabilities incurred (contingently or otherwise) for the acquisition of stock, partnership or membership interests or Indebtedness of, or for loans, advances, capital contributions or transfers of property to, or in respect of any
Clause type: payment
 Commencing on the Commencement Date, and continuing through the Lease Term, Tenant shall pay, on the first day of each calendar month, monthly installments of Tenant’s Share of Operating Expenses, Tenant’s Share of Insurance Expenses and Tenant’s Share of Real Property Taxes in amounts set forth in a written estimate by Landlord. Landlord shall have the right to revise its estimate from time to time during a particular calendar year, in which event, commencing with Tenant’s next installment of Base Rent due after Tenant’s receipt of such revised estimate, Tenant thereafter shall pay such amounts set forth in such revised estimate (which may include an additional monthly amount based upon any shortfall in Landlord’s previous estimate). Landlord shall furnish to Tenant a statement (hereinafter referred to as “Landlord’s Statement”), within ninety (90) days after the end of each calendar year or such longer period as is required by Landlord to furnish the same, which shall set forth the actual amounts of Tenant’s Share of Operating Expenses, Tenant’s Share of Insurance Expenses and Tenant’s Share of Real Property Taxes for such preceding calendar year. In the event that the actual amounts of Tenant’s Share of Operating Expenses, Tenant’s Share of Insurance Expenses and Tenant’s Share of Real Property Taxes for such preceding calendar year, in the aggregate, exceed the estimated amounts paid by Tenant with respect thereto during such preceding calendar year, then Tenant shall pay to Landlord, as Additional Rent, the entire amount of such excess within thirty (30) days after receipt of Landlord’s Statement. In the event that the actual amounts of Tenant’s Share of Operating Expenses, Tenant’s Share of Insurance Expenses and Tenant’s Share of Real Property Taxes for such preceding calendar year, in the aggregate, are less than the estimated amounts paid by Tenant with respect thereto during such preceding calendar year, then Landlord shall apply such difference as a credit to Additional Rent next falling due (or if the Lease Term has expired or terminated and there remains no money due to Landlord, then Landlord shall remit to Tenant the amount of such difference) together with delivery of the Landlord’s Statement. Tenant’s Share of Operating Expenses, Tenant’s Share of Insurance Expenses and Tenant’s Share of Real Estate Taxes for the ensuing estimation period shall be adjusted upward or downward based upon Landlord’s Statement.
Clause type: interest
 Each Swingline Loan shall be an ABR Loan and, subject to the provisions of Section 2.07, shall bear interest as provided in Section 2.06(a).
Clause type: base-salary
 As compensation for all services to be rendered by the Executive under this Agreement, the Surviving Bank shall pay to the Executive a base salary of $205,000, less withholdings and deductions, for the first year of the Initial Term and $211,150, less withholdings and deductions, for the second year of the Initial Term (the “Base Salary,” which salary shall be paid in accordance with the Surviving Bank’s normal payroll procedures and policies. The Executive shall be eligible, at the discretion of the Company and the Surviving Bank’s Board of Directors, for further annual salary increases consistent with the Surviving Bank’s procedures, policies and practices (any increased salary thereafter constituting the Base Salary for purposes of this Agreement).
Clause type: ownership_of_shares
 Stockholder (i) is the Beneficial Owner of the Shares as indicated on the Stockholder’s signature page to this Agreement, all of which are free and clear of any liens, and (ii) does not own, beneficially or otherwise, any Shares other than the Shares indicated on the Stockholder’s signature page to this Agreement.