bhaskrr/legal-clauses huggingface dataset:
Clause type: taxes
 (a) The Seller Parties shall prepare and timely file all Tax Returns with respect to the Business and the Purchased Assets for taxable periods ending prior to the Closing Date, and shall pay all Taxes reflected on such Tax Returns. The Buyer shall prepare and timely file all Tax Returns with respect to the Business and the Purchased Assets for taxable periods beginning on or after the Closing Date, and for all periods beginning before and ending after the Closing Date (each such period, a “Straddle Period”) and shall pay all Taxes reflected on such Tax Returns. Notwithstanding this Section 6.1(a), (i) in the case of all real property Taxes, personal property Taxes and similar ad valorem obligations with respect to the Business or any of the Purchased Assets for any Straddle Period, such property Taxes, personal property Taxes and similar ad valorem obligations shall be apportioned between the Seller Parties, on the one hand, and the Buyer, on the other hand, based on the number of days of such Tax period up to and including the day prior to the Closing Date and the number of days of such Tax period including and after the Closing Date, and the Seller Parties shall be liable for the proportionate amount of such Taxes that is attributable to the portion of the Tax period up to and including the day prior to the Closing Date, and the Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the portion of the Tax period including and after the Closing Date, and (ii) in the case of all other Taxes with respect to the Business or any of the Purchased Assets for any Straddle Period (other than federal, state and local income Taxes arising out of, or attributable to, or resulting from the sale of the Purchased Assets and the Business or the transactions contemplated by this Agreement), such Taxes shall be apportioned between the Seller Parties, on the one hand, and the Buyer, on the other hand, based on a “closing of the books” basis as if the relevant Tax period ended on the day prior to the Closing Date, and the Seller Parties shall be liable for the amount of such Taxes that is attributable to the portion of the Tax period up to and including the day prior to the Closing Date, and the Buyer shall be liable for the amount of such Taxes that is attributable to the portion of the Tax period including and after the Closing Date.
Clause type: compensation
 Seller will not permit the Company to (1) enter into or alter any employment agreements; (2) grant any increase in compensation other than normal merit increases consistent with the Company's general prevailing practices to any officer or employee; or (3) enter into or alter any labor or collective bargaining agreement or any bonus or other employee fringe benefit.
Clause type: base-salary
 In consideration of the services rendered by Employee to the Company during the Term, Employee shall receive an annual base salary of Four Hundred and Seven Thousand and 00/100 Dollars ($407,000.00) (“Base Salary”), payable in equal periodic installments in accordance with the Company’s regular payroll practices in effect from time to time. During the Term, Employee’s Base Salary shall be reviewed at least annually by the CEO and the Board and/or a committee of the Board which has been delegated responsibility for employee compensation matters (such committee to be referred to herein as the “Compensation Committee”) in accordance with the compensation policies and guidelines of the Company, and may be modified as a result of such review at the sole discretion of the Board and/or the Compensation Committee.
Clause type: definitions
For purposes of this Agreement, the following capitalized terms have the meanings set forth in this Section 1.1:
Clause type: shares
 The common stock of Counterparty, par value USD 1.60 per Share (Exchange symbol “NEM”) Number of Options: 125,000. For the avoidance of doubt, the Number of Options shall be reduced by any Options exercised by Counterparty. In no event will the Number of Options be less than zero.
Clause type: whereas
(i) Indemnitee does not regard the protection available under the Bylaws and insurance as adequate in the present circumstances, (ii) Indemnitee may not be willing to serve or continue to serve as a director or officer of the Corporation without adequate protection, (iii) the Corporation desires Indemnitee to serve in such capacity, and (iv) Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Corporation on the condition that he be so indemnified.
Clause type: entire
Agreement. This Lease constitutes the entire agreement between Landlord and Tenant regarding the subject matter hereof and supersedes all oral statements and prior writings relating thereto. Except for those set forth in this Lease, no representations, warranties, or agreements have been made by Landlord or Tenant to the other with respect to this Lease or the obligations of Landlord or Tenant in connection therewith. The normal rule of construction that any ambiguities be resolved against the drafting party shall not apply to the interpretation of this Lease or any exhibits or amendments hereto.
Clause type: grant
 In accordance with the terms of the Plan, the Company hereby grants to the Participant a Performance Share Award subject to the terms and conditions set forth herein.
Clause type: base-salary
 During the Employment Period, the Executive shall receive an annualized base salary (“Annual Base Salary”) of not less than $1,500,000, payable pursuant to the Company’s normal payroll practices. During the Employment Period, the current Annual Base Salary shall be reviewed for increase only at such time as the salaries of senior officers of the Company are reviewed generally, provided that, the Executive’s first such review shall occur no earlier than calendar year 2005.
Clause type: investment-company-act
 None of the Borrower or any of the other Loan Parties is required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: compensation
 The Company and the Employee agree that the Employee shall be compensated in the manner and form set forth in the "Compensation Schedule" attached hereto as Schedule A.
Clause type: definitions
Whenever used in this Agreement, the following words and phrases shall have the meanings specified:
Clause type: base-salary
 Beginning on the Effective Date, the base salary payable to Employee shall be $175,000.00 per year, payable on a regular basis in accordance with the Company's standard payroll procedures. On at least an annual basis, the Compensation Committee of the Board of Directors of the Company (the "Committee") will review Employee's performance and may recommend an increase to such base salary, or the payment of a bonus, if, in the Committee's discretion, any such salary increase or bonus payment is warranted.
Clause type: investment-company-act
 The Borrower is not required to register under the provisions of the Investment Company Act of 1940, as amended.
Clause type: entire
Agreement. This Agreement is in satisfaction of and in lieu of all prior discussions and agreements, oral or written, between the Company and the Grantee regarding the subject matter hereof. The Grantee and the Company hereby declare and represent that no promise or agreement not herein expressed has been made and that this Agreement contains the entire agreement between the parties hereto with respect to the Award and replaces and makes null and void any prior agreements between the Grantee and the Company regarding the Award. This Agreement will be binding upon and inure to the benefit of the parties and their respective heirs, successors and assigns.
Clause type: assignment
Neither Party may assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the other Party’s prior written consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either Party may assign its rights and obligations under this Agreement to a parent, affiliate, or subsidiary, or to a successor, whether by way of merger, sale of all or substantially all of its assets, or otherwise. No delegation or other transfer will relieve a Party of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. This Agreement is binding upon and shall inure to the benefit of the Parties hereto and their respective permitted successors and assigns.
Clause type: interest
 (a) This Paragraph 4.6 does not apply to Fee-for-Service payments or to providers who are not subject to the terms of the Cash Management Improvement Act (31 U.S.C. §6501 et seq.).
Clause type: compensation
 (a) HVF shall promptly pay to the Trustee from time to time compensation for its acceptance of this Indenture and services hereunder as the Trustee and HVF shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. HVF shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include (i) the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel and (ii) the reasonable expenses of the Trustee’s agents.
Clause type: counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.
Clause type: indemnification
In consideration of the parties mutual obligations set forth in the Registered Offering Transaction Documents, the Company ( the "Indemnitor") shall defend, protect, indemnify and hold harmless the Investor and all of the investor's shareholders, officers, directors, employees, counsel, and direct or indirect investors and any of the foregoing persons' agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Indemnitees") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising out of, or relating to (I) any misrepresentation or breach of any representation or warranty made by the Indemnitor or any other certificate, instrument or document contemplated hereby or thereby; (II) any breach of any covenant, agreement or obligation of the Indemnitor contained in the Registered Offering Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; or (III) any cause of action, suit or claim brought or made against such Indemnitee by a third party and arising out of or resulting from the execution, delivery, performance or enforcement of the Registered Offering Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, except insofar as any such misrepresentation, breach or any untrue statement, alleged untrue statement, omission or alleged omission is made in reliance upon and in conformity with information furnished by an Indemnitee to Indemnitor and specifically intended for use in the preparation of any Registration Statement, preliminary prospectus, prospectus or amendments to the prospectus. To the extent that the foregoing undertaking by the Indemnitor may be unenforceable for any reason, the Indemnitor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The indemnity provisions contained herein shall be in addition to any cause of action or similar rights Indemnitor may have, and any liabilit...
Clause type: investment-company-act
 The Company will conduct its affairs in such a manner so as to reasonably ensure it will not be or become, at any time prior to the termination of this Agreement, an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).
Clause type: ownership_of_shares
 At the Closing described in Section 3, Globex will have good, valid and marketable title to the shares of Globex common stock constituting the Purchase Price, free and clear of all liens, encumbrances, restrictions, options, warranties, rights to purchase and claims of every kind (other than restrictions on transfer under applicable Canadian provincial and U.S. Federal and State securities laws).
Clause type: definitions
As used herein, the following terms shall have the meanings set forth below:
Clause type: dividends
 All dividends on the Policy shall be used to purchase additions to insurance issued by the insurer.
Clause type: entire
Agreement. The Plan and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof.
Clause type: whereas
the Contractor has agreed to provide the Local Education Agency (“LEA”) with certain digital educational services (“Services”) pursuant to a contract dated
Clause type: taxes
 The Borrower and its Subsidiaries have filed all federal, state and other material tax returns and reports required to be filed, and have paid all federal, state and other material Taxes (whether or not shown on a tax return), including in its capacity as a withholding agent, levied or imposed upon it or its properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against the Borrower or any Subsidiary that would, if made, have a Material Adverse Effect.
Clause type: vesting
 Notwithstanding Section 4.8 of the Management LLC Agreement, 50% of the Profits Unit shall vest when the fair value of the assets of TJ Chemical equal or exceed two times (2X) the Threshold Amount and the remaining 50% of the Profits Units shall vest when the fair value of the assets of TJ Chemical equal or exceed three times (3X) the Threshold Amount, in each case, as determined by the Board of Directors of TJ Chemical, provided that the Participant is employed by the KRATON Group on such vesting date, and provided, further, that 100% of the Profits Units shall vest upon the effective date of a disposition by the Initial Investors of 51% or more of their aggregate interests in KRATON to one or more unrelated third Persons if the
Clause type: taxes
 All material Tax Returns required to be filed by such Seller Party with respect to Asset Taxes have been timely filed and all such Tax Returns are correct and complete in all material respects. All material Asset Taxes required to be paid with respect to the Assets that are or have become due have been timely paid in full, and such Seller Party is not delinquent in the payment of any such Asset Taxes. There is not currently in effect any extension or waiver of any statute of limitations of any jurisdiction regarding the assessment or collection of any material Asset Taxes. There are no liens on any of the Assets attributable to Taxes other than Permitted Encumbrances. There are no administrative or judicial proceedings by any taxing authority pending against Seller relating to or in connection with any material Asset Taxes. All Tax withholding and deposit requirements imposed by applicable Legal Requirements with respect to any of the Assets have been satisfied in all material respects. No Asset is subject to any tax partnership agreement or is otherwise treated, or required to be treated, as held in an arrangement requiring a partnership income tax return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code or any similar state statute. Such Seller Party paid Wyoming sales and use tax on the original purchase of the Assets to the extent required under applicable Legal Requirements.
Clause type: now
THEREFORE on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived here from, it is hereby agreed as follows:
Clause type: conversion_of_shares
 At the Effective Time and pursuant to the Agreement of Merger:
Clause type: compensation
 Within 30 days after the Executive’s termination under Subparagraph (a), the Company shall pay him, in one lump sum, his accrued but unpaid base compensation and vacation compensation earned through the Date of Termination.
Clause type: confidentiality
Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the NAIC), (c) to the extent required by applicable Laws or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to
Clause type: assignment
Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under the Order without the prior written consent of Buyer. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Seller of any of its obligations hereunder. Buyer may at any time assign, transfer or subcontract any or all of its rights or obligations under the Order without Seller's prior written consent.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile transmission.
Clause type: loans
 The Member may, but shall not be obligated to, loan funds to the Company at an interest rate and upon terms determined by the Company and the Managers. Loans by the Member to the Company shall not be considered contributions to the capital of the Company, and as to any funds so loaned, the Member shall be deemed a creditor of the Company and shall be entitled to be paid principal and interest thereon without regard to the profits of the Company.
Clause type: ownership_of_shares
 Holder legally or beneficially owns (within the definition of Rule 13d-3 under the Exchange Act) the number of shares of Common Stock set forth beneath Holder's name on the signature page hereto. The number of shares of Common Stock set forth beneath Holder's name on the signature page hereto are all of the shares of Common Stock legally or beneficially owned by Holder. Holder has sole voting power and sole power of disposition, in each case with respect to all of shares of Common Stock set forth beneath Holder's name on the signature page hereto, with no limitations, qualifications or restrictions on such rights, subject only to applicable securities laws and the terms of this Agreement and as otherwise noted on the signature page hereto. Also set forth on the signature page hereto is the number of shares of Common stock issuable pursuant to stock options held by Holder.
Clause type: base-salary
 If the Executive's employment shall be terminated for any reason following a Potential Change in Control and during the Term, the Executive's full salary shall be paid to the Executive by the Company through the Date of Termination (as defined below in Section 7.2) at the rate in effect at the time the Notice of Termination is given, together with all compensation and benefits payable to or with respect to the Executive through the Date of Termination under the terms of any compensation or benefit plan, program or arrangement maintained by the Company or its subsidiaries during such period.
Clause type: base-salary
 The Company shall pay to the Executive an annual base salary (“Base Salary”) Three Hundred and Twenty Thousand U.S. Dollars ($320,000.00) payable in equal semi-monthly installments throughout the term of such employment subject to Section 5 hereof (except that the first and last semi-monthly installments may be prorated, if necessary) and subject to applicable tax and payroll deductions. The Company shall consider increases in the Executive’s Base Salary annually, and any such increase in salary implemented by the Company shall become the Executive’s Base Salary for purposes of this Agreement.
Clause type: headings
The headings of the various Articles and Sections of this Agreement are not part of the context of this Agreement, are merely labels to assist in locating such articles and Sections, and shall be ignored in construing this Agreement.
Clause type: whereas
for its lawful corporate purposes, the Issuer has duly authorized the issuance of its 8.00% Senior Secured Notes due 2022 (the “Notes”), initially in an aggregate principal amount of $350,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Issuer has duly authorized the execution and delivery of this Indenture; and
Clause type: payment
 Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder immediately following delivery or crediting of the Shares to an account designated by the Company.
Clause type: taxes
 Customer shall pay all sales or use taxes in lieu thereof with respect to the Services (if applicable) provided by Transfer Agent under this Agreement.
Clause type: assignment
Neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by the Company or the Purchaser without the express written consent of the other Party. Any purported assignment in violation of the foregoing sentence shall be null and void.
Clause type: severability
In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and a Holder shall have no claim therefor against any party hereto.
Clause type: headings
The section headings contained in this Agreement are for general reference purposes only and shall not affect in any manner the meaning, interpretation or construction of the terms or other provisions of this Agreement.
Clause type: ownership_of_shares
 As of the date of this Agreement, neither Buyer, nor any of its respective subsidiaries nor, to the best of its knowledge, any of its respective affiliates or associates (as such terms are defined under the Exchange Act) (i) beneficially owns (such term having the meaning in this Agreement as is ascribed under Regulation 13D under the Exchange Act), directly or indirectly or (ii) is party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, in case of either clause (i) or (ii), any Shares.