bhaskrr/legal-clauses huggingface dataset:
Clause type: payment_terms
 Purchase Orders will be invoiced as soon as reasonably practical after receipt, and such invoice will include both manufacturing price and royalties payable pursuant to Section 8.1 or 8.2 hereto for each Unit of Licensed Products ordered. Each invoice will be payable either on a cash-in-advance basis or pursuant to a letter of credit, or, at SCEA's sole discretion, on credit terms. Terms for cash-in-advance and letter of credit payments shall be as set forth in the SourceBook 2. All amounts hereunder shall be payable in United States dollars. All associated banking charges with respect to payments of manufacturing costs and royalties shall be borne solely by Publisher.
Clause type: payment
 Tenant shall have failed to pay Base Monthly Rent or Additional Rent when due, and such failure is not cured within 3 days after delivery of written notice from Landlord specifying such failure to pay; or
Clause type: compensation
 As compensation for the performance by Employee of the duties under this Agreement, the Company shall pay Employee as follows:
Clause type: indemnification
The Company and each of its subsidiaries shall, to the maximum extent provided under applicable law, indemnify and hold Executive harmless from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, Executive’s employment by the Company, other than any such Losses incurred as a result of Executive’s negligence or willful misconduct. The Company shall, or shall cause a subsidiary thereof to, advance to Executive any expenses, including attorney’s fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law. Such costs and expenses incurred by Executive in defense of any such proceeding shall be paid by the Company or applicable subsidiary in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate under applicable law made by or on behalf of Executive to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that Executive is not entitled to be indemnified by the Company or any subsidiary thereof. The Company will provide Executive with coverage under all directors and officers liability insurance policies that it has in effect during the Term, with no deductible to Executive.
Clause type: base-salary
 The Company shall pay the Executive, and the Executive shall accept, as full compensation for all services rendered hereunder, a basic salary (the "Base Salary") and the other compensation and benefits provided hereunder. The Executive's Base Salary effective the date his employment commences with the Company shall be at an annual rate of One Hundred Twenty Thousand Dollars ($120,000), payable in approximately equal installments at such intervals as are consistent with the Company's pay periods for salaried executive employees.
Clause type: assignment
Except as stated in Section 3.6, this Agreement may not be assigned by the Administrator without the consent of the Issuer, the Indenture Trustee and the Owner Trustee and satisfaction of the Rating Agency Condition.
Clause type: investment-company-act
 Following the Distribution Date, Leap shall use commercially reasonable efforts, including without limitation by monitoring and adjusting the nature and extent of its Interests, to ensure that Leap does not become or remain an "investment company" as defined in the Investment Company Act. Without limiting the foregoing, and notwithstanding the receipt by the QUALCOMM Board of Directors of the Investment Company Opinion, as soon as practicable following the Distribution, Leap shall use commercially reasonable efforts to obtain an exemptive order from the Commission finding and declaring Leap to be engaged in a business other than investing, reinvesting, owning, holding or trading in securities, either directly, through majority-owned subsidiaries or through controlled companies conducting similar types of businesses.
Clause type: capitalization
 The Adviser has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Prospectus and under this Agreement and the Advisory Agreement, and the Accounting Agreement.
Clause type: board
 The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Entity until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the governing documents of the Surviving Entity.
Clause type: esop
 The Executive shall be compensated for the amount of incremental credit he would have received under his Employee Stock Ownership Plan at Sara Lee as if he had not accepted employment with Russell. The value of the addition that would have been made to the Sara Lee ESOP between the Effective Date and January 1, 1999 shall be paid into the Trust. This value, not to exceed $50,000 unless approved by the Russell Compensation Committee, shall be determined no later than September 30, 1999 and deposited in the Trust as soon as the final amounts are calculated.
Clause type: counterparts
This Agreement may be executed in separate counterparts, each of which shall be deemed an original but both of which taken together shall constitute but one and the same instrument.
Clause type: base-salary
 The Company shall pay Executive a base salary during the term of this Agreement at the rate of $248,500 per year. Executive's base salary shall be paid on a bi-weekly or semi-monthly basis in accordance with the Company's payroll practices established from time to time. Executive's base salary shall increase by a minimum of three percent (3%) on each anniversary of the Effective Date. Executive may receive such other increases in his salary in addition to those set forth above as the Board may approve from time to time.
Clause type: capitalization
 The authorized capital of the Company immediately prior to the Closing will consist of:
Clause type: dividends
 The Grantee's account will be credited with cash or stock dividend equivalents related to the Deferred Share Units for dividends declared after the date of deferral until the Deferred Share Units are paid. Cash dividend equivalents will be credited as additional Deferred Share Units.
Clause type: counterparts
This Agreement may be executed in any number of counterparts (and each party shall not be required to execute the same counterpart). Each counterpart of this Agreement including a signature page or pages executed by each of the parties hereto shall be an original counterpart of this Agreement, but all of such counterparts together shall constitute one instrument.
Clause type: investment-company-act
 No Credit Party is, or will during the term of this Credit Agreement be, (i) an "INVESTMENT COMPANY", within the meaning of the Investment Company Act of 1940, as amended, or (ii) subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act or any foreign, federal or local statute or any other Applicable Law of the United States of America or any other jurisdiction, in ------------------------------ *** Terms represented by this symbol are considered confidential. These confidential terms have been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission ("SEC") and have been filed separately with the SEC. each case limiting its ability to incur indebtedness for money borrowed as contemplated hereby or by any other Fundamental Document.
Clause type: investments
 Make, commit to make or permit to exist any loans, investments, advances or extensions of credit to any person, firm or corporation, other than: (i) Cash Equivalents, (ii) loans not to exceed $500,000 at any time outstanding and travel advances extended to officers and employees of a Loan Party in the ordinary course of business, (iii) investments existing on the Effective Date in Subsidiaries that are not Loan Parties, (iv) investments by the Company in other Loan Parties, (v) loans from one Loan Party to another Loan Party, or (vi) other investments which in the aggregate do not exceed $1,000,000 at any time after the Effective Date.
Clause type: compensation
 Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have authority to fix the compensation of directors, including fees and reimbursement of expenses.
Clause type: insurance
The Company has insurance policies in full force and effect (a) for such amounts as are sufficient for all requirements of Law and all agreements to which the Company is a party or by which it is bound and (b) which are in such amounts, with such deductibles and against such risks and losses, as are customary in the biodiesel production industry for the business, assets and properties of the Company. Set forth in Company Disclosure Schedule 4.20 is a list of all insurance policies and all fidelity bonds held by or applicable to the Company setting forth, in respect of each such policy, the policy name, policy number, carrier, term, type and amount of coverage, annual premium, and deductibles, whether the policies may be terminated upon consummation of the transactions contemplated hereby and if and to what extent events being notified to the insurer after the Closing Date are generally excluded from the scope of the respective policy. Except as set forth on Company Disclosure Schedule 4.20, no event relating to the Company has occurred which could reasonably be expected to result in a retroactive upward adjustment in premiums under any such insurance policies or which could reasonably be expected to result in a prospective upward adjustment in such premiums. Excluding insurance policies that have expired and been replaced in the Ordinary Course of Business, no insurance policy has been cancelled within the last two years and, to the Knowledge of the Company, no threat has been made to cancel any insurance policy of the Company during such period. Except as noted on Company Disclosure Schedule 4.20, all such insurance will remain in full force and effect with the Surviving Company following the Merger. No event has occurred, including the failure by the Company to give any notice or information, or the Company giving any inaccurate or erroneous notice or information, which limits or impairs the rights of the Company under any such insurance policies.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior writings and understandings relating thereto.
Clause type: entire
Agreement. This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.
Clause type: governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.
Clause type: investment-company-act
 Buyer is not required, and upon the issuance and sale of the Buyer Securities as herein contemplated and the application of the net proceeds therefrom as described in the Buyer SEC Documents will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended.
Clause type: dividends
 12. (a) Hanmi and the Bank shall not declare or pay any dividends without the prior written approval of the Reserve Bank and the Director of the Division of Banking Supervision and Regulation of the Board of Governors (the “Director”).
Clause type: investments
 No Loan Party will make or acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any Investment except for Permitted Investments.
Clause type: ownership_of_shares
 Neither Parent nor any of Parent's Affiliates beneficially owns any Shares; PROVIDED, HOWEVER, that the parties hereto acknowledge and agree that Bruce W. Krysiak beneficially owns Shares.
Clause type: investments
 Directly or indirectly make or acquire any beneficial interest in (including stock, partnership interest, or other securities of), or make any loan, advance, or capital contribution to, any Person.
Clause type: definitions
For purposes of this Section 5, the following terms shall have the following meanings:
Clause type: payment
 Payment method of the Purchase Price shall be determined through consultation by Party A and/or the Designated Persons with Party B according to applicable laws when the option is exercised. Party A and Party B hereby agree that Party B shall repay any amount that is paid by Party A and/or the Designated Persons to Party B in connection with the Purchased Equity Interest to Party A in accordance with the law as reimbursement for the loan principal of the loan and interest or cost under the Loan Agreement as allowed by the law.
Clause type: severability
In the event any provision of this Agreement is held illegal or invalid, the remaining provisions of this Agreement shall not be affected thereby.
Clause type: indemnification
In consideration of the execution and delivery of this Agreement by each Secured Party, the Borrower hereby indemnifies, exonerates and holds each Secured Party and each of their respective officers, directors, employees and agents (collectively, the "Indemnified Parties") free and harmless from and against any and all actions, causes of action, suits, losses, costs, liabilities and damages, and expenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including reasonable attorneys' fees and disbursements, whether incurred in connection with actions between or among the parties hereto or the parties hereto and third parties (collectively, the "Indemnified Liabilities"), incurred by the Indemnified Parties or any of them as a result of, or arising out of, or relating to
Clause type: miscellaneous
This Agreement, as it may be amended from time to time, shall become effective as of the date when it is accepted and dated below by us. This Agreement is to be construed in accordance with the laws of the Commonwealth of Massachusetts. This Agreement supersedes and cancels any prior agreement between us, whether oral or written, relating to the sale of shares of the Portfolios or any other subject covered by this Agreement. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions of this Agreement or otherwise affect their construction or effect. Very truly yours, FIDELITY DISTRIBUTORS CORPORATION Please return two signed copies of this Agreement to Fidelity Distributors Corporation. Upon acceptance, one countersigned copy will be returned to you for your files. _____________________________________ Name of Firm Address: _____________________________ _____________________________________ _____________________________________ By __________________________________ Authorized Representative _____________________________________ Name and Title (please print or type) CRD # _______________________________ ACCEPTED AND AGREED: FIDELITY DISTRIBUTORS CORPORATION By __________________________________
Clause type: whereas
Borrower is currently indebted to Bank pursuant to the terms and conditions of that certain Credit Agreement between Borrower and Bank dated as of May 1, 2004, as amended from time to time (“Credit Agreement”).
Clause type: capitalization
 The Company's authorized and outstanding capitalization on the Effective Date and on the Closing Date (hereinafter defined), and on the Over-allotment Closing Date (hereinafter defined) are and will be as set forth under the caption "Capitalization" in the Effective Prospectus and the Final Prospectus. The Common Stock, the Warrants, and the Representative's Options conform to the description thereof contained under the captions "Description of Securities" and "Underwriting" in the Effective Prospectus and the Final Prospectus. The outstanding shares of Common Stock have been, and the Securities, upon issuance and delivery against payment therefor in the manner described herein, will be, duly authorized and validly issued, fully paid and nonassessable. No sales of securities have been made by the Company in violation of the registration or anti-fraud provisions of the Securities Act or in violation of any other federal law or laws of any state or jurisdiction.
Clause type: investment-company-act
 No Credit Party is required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: payment
 Upon determination of the amount of the Loss (whether due to the Indemnifying Party’s failure to dispute the indemnification matter, by agreement among the parties, or after a settlement agreement is executed or a final order is rendered with respect to the indemnification matter), the Indemnifying Party shall promptly (and in any event, not later than ten days after such determination) pay to the Indemnified Party all amounts owing by the Indemnifying Party under this Article VII with respect to such indemnification matter, subject to the limitations set forth in Section 7.5.
Clause type: payment
 3.1 In order to provide for all payments due on the Notes as the same shall become due, the Issuer shall cause to be paid to the Paying Agent, no later than 10:00 a.m. London time one Business Day prior to the due date for the payment of each Note, at such bank as the Paying Agent shall previously have notified to the Issuer, immediately available funds sufficient to meet all payments due on such Notes.
Clause type: compensation
 Subject to the terms and conditions of this Employment Agreement, during the Employment Period, while he is employed by the Corporation, the Executive shall be compensated by the Corporation for his services as follows:
Clause type: esop
 On and after the Distribution Date, Covisint Employees shall no longer participate in the ESOP, and, notwithstanding any plan design comparability requirement for the Covisint 401(k) Plan set forth in (b) above, Covisint shall have the exclusive discretion to provide for an employee stock ownership plan feature in the Covisint 401(k) Plan. Compuware shall take such action regarding the Compuware Retirement Plan as may be necessary to implement the requirements of the preceding sentence.
Clause type: investments
 The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person except for Permitted Investments.
Clause type: headings
Paragraph headings used herein are for convenience of reference only and shall not be considered in construing this Agreement.
Clause type: taxes
 The Company (i) has duly and timely filed or caused to be filed all federal, state, local and foreign tax returns (including, without limitation, consolidated and/or combined tax returns) required to be filed by it prior to the date of this Agreement which relate to the Company or with respect to which the Company or the assets or properties of the Company are liable or otherwise in any way subject, (ii) has paid or fully accrued for all taxes shown to be due and payable on such returns (which taxes are all the taxes due and payable under the laws and regulations pursuant to which such returns were filed), and (iii) has properly accrued for all such taxes accrued in respect of the Company or the assets and properties of the Company for periods subsequent to the periods covered by such returns. No deficiency in payment of taxes for any period has been asserted by any taxing body and remains unsettled at the date of this Agreement. Copies of all federal, state, local and foreign tax returns of the Company have been made available for inspection by Buyer.
Clause type: indemnification
5.01 MSS shall not be responsible for, and the Trust shall indemnify and hold MSS harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to:
Clause type: ownership_of_shares
 Such Controlling Shareholder is now, and immediately prior to the Closing, such Controlling Shareholder will be, the owner of the Shares of the Company as set forth opposite the name of such Shareholder on SCHEDULE 2.2.
Clause type: compensation
 Except as provided below, the Manager or PIL, as the case may be, will pay to the Sub-Advisor as compensation for the Sub-Advisor’s services rendered a fee, computed and paid quarterly at the annual rate of 0.10% per annum of average net asset value of the assets in each Allocated Sleeve of Funds identified on Schedule A, and 0.35% per annum of average net asset value of the assets in each Allocated Sleeve of Funds identified on Schedule B. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during a quarter at the close of business on each business day during such quarter while this Contract is in effect. Such fee shall be payable for each quarter within 30 days after the close of such quarter. The Sub-Advisor shall look only to the Manager or PIL, as the case may be, for payment of its fees. No Fund shall have any responsibility for paying any fees due the Sub-Advisor. If the Sub-Advisor shall serve for less than the whole of a quarter, the foregoing compensation shall be prorated.
Clause type: interest
 Each party reserves the right to charge interest on undisputed overdue balances, pursuant to the terms of this Agreement. If applicable, interest will be calculated according to the terms specified in Exhibit C.
Clause type: compensation
 Advisor shall receive a quarterly management fee calculated as follows: {(the market value under US GAAP of all cash and securities in the Company Account on the first day of each calendar quarter plus the market value under US GAAP of all cash and securities in the Company Account on the last day of that same calendar quarter) divided by two} times .00045. For the purposes of the above calculations, the market value of the securities shall be determined as of the close of business on the first and last days of each quarter. Company shall be responsible for all custody related charges and wire transfer fees originating from the custody account.
Clause type: notices
All notices and other communications hereunder shall be given or made in writing and shall be delivered personally, or sent by telex, telecopier, express delivery or registered or certified mail, postage prepaid, return receipt requested, to the party or parties to whom they are directed at the following addresses, or at such other addresses as may be designated by notice from such party to all other parties. To the Company: American United Life Insurance Company One American Square Indianapolis, Indiana 42606-0368 Attention: Richard A. Wacker To TCI or Investors Research: TCI Portfolios, Inc. 4500 Main Street Kansas City, Missouri 64111 Attention: Patrick A. Looby Any notice, demand or other communication given in a manner prescribed in this subsection (b) shall be deemed to have been delivered on receipt.
Clause type: interest
 Any amount owed by Tenant to Landlord which is not paid within ten (10) days when due shall bear interest at the lesser of ten percent (10%) per annum or the maximum rate of interest permitted to be contracted for by law. However, interest shall not be payable on late charges to be paid by Tenant under this Lease. The payment of interest on such amounts shall not excuse or cure any default by Tenant under this Lease.