bhaskrr/legal-clauses huggingface dataset:
Clause type: loans
 If the Company does not have sufficient cash to pay its obligations or the Sole Member otherwise determines to do so, the Sole Member may advance funds to or on behalf of the Company; provided, that the Sole Member is under no obligation whatsoever, either express or implied, to make any such advance to the Company. In the absence of any written agreement to the contrary, any such advance described in this Section 4.3 will constitute a loan from the Sole Member to the Company, will bear interest at a lawful rate determined by the Sole Member from the date of the advance until the day of repayment and will not constitute a Capital Contribution.
Clause type: investments
 The Trustee shall invest any amounts held in the Payment Account (to the extent required pursuant to Section 3.5) and any other account maintained by the Trustee pursuant to this Indenture, pending their application to the purposes herein provided, in one or more of the following investments (the "ELIGIBLE INVESTMENTS"):
Clause type: insurance
The Borrower has obtained, and maintained in effect, the insurance coverage required in the “Covenants” section of this Agreement.
Clause type: payment
 If Executive should suffer a permanent disability during the Term of this Agreement, Wintrust shall have the right to terminate Executive’s employment. In such event, Wintrust shall pay Executive an amount equal to three times (3x) the sum of (A) Executive’s base annual salary in effect at the time of Executive’s permanent disability plus (B) an amount equal to Executive’s Target Cash Bonus for the year in which Executive’s permanent disability occurs and Executive’s Target Stock Bonus for the year in which Executive’s permanent disability occurs. Such amount shall be paid to Executive ratably over a 36-month period beginning on the first payroll period following such termination and on each payroll period thereafter during the 36-month period. For the purposes of this Agreement, “permanent disability” means any mental or physical illness, disability or incapacity that renders Executive unable to perform Executive’s duties hereunder where (x) such permanent disability has been determined to exist by a physician selected by Wintrust or (y) Wintrust has reasonably determined, based on such physician’s advice, that such disability will continue for 180 days or more within any 365-day period, of which at least 90 days are consecutive. Executive shall cooperate in all respects with Wintrust if a question arises as to whether he has become disabled (including, without limitation, submitting to an examination by a physician or other health care specialist selected by Wintrust and authorizing such physician or other health care specialist to discuss Executive’s condition with Wintrust).
Clause type: assignment
This Agreement shall not be assignable by operation of law or otherwise; provided, however, that Parent may designate, by written notice to the Company, another wholly owned direct or indirect subsidiary to be a Constituent Corporation in lieu of Merger Sub, in which event all references herein to Merger Sub shall be deemed references to such other subsidiary, except that all representations and warranties made herein with respect to Merger Sub as of the date of this Agreement shall be deemed representations and warranties made with respect to such other subsidiary as of the date of such designation, provided that any such designation shall not materially impede or delay the consummation of the transactions contemplated by this Agreement or otherwise materially impede the rights of the shareholders of the Company under this Agreement. Any purported assignment in violation of this Agreement is void.
Clause type: conversion_of_shares
 At the Effective Time (as defined in Section 9.2 herein) the shares of Columbia Common Stock then outstanding shall be converted into shares of Fulton Common Stock and cash, as follows:
Clause type: assignment
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Notwithstanding the preceding sentence, except as permitted below, no party shall assign this Agreement or its rights hereunder without the other parties’ prior written consent, which shall not be unreasonably withheld or unduly delayed. Buyer shall, without the obligation to obtain the prior written consent of the other parties but with the obligation to provide contemporaneous or prior notice to such parties, be entitled to assign this Agreement or all or any part of its rights or obligations hereunder to one or more Affiliates of Buyer. No assignment by Buyer of any of its rights or obligations under this Agreement shall be effective unless the assignee shall execute and deliver to the Seller a written agreement between Buyer and such Permitted Assignee(s), which shall include (i) a description of the rights and obligations to be assigned by Buyer to the assignee; (ii) a ratification of, and agreement by the assignee to become subject to and bound by, the terms of this Agreement; and (iii) representations and warranties of such assignee that are comparable to the representations and warranties of Buyer set forth in Section 6.1. No assignment of rights or obligations by Buyer will release or discharge Buyer from any of its obligations as the “Buyer” under this Agreement or under any Exhibit, Schedule, certificate, document, instrument, agreement, or writing delivered pursuant hereto. In the event of any assignment of this Agreement by Buyer to any of the Permitted Assignees pursuant to the foregoing provisions of this Section 19.3, the obligations and liabilities of the Permitted Assignees shall be several and not joint and several. Each Permitted Assignee shall be liable to Seller only for that percentage of any obligation hereunder equivalent to the percentage interest in this Agreement assigned to such Permitted Assignee by Buyer. The representations and warranties made by Buyer and each Permitted Assignee shall be deemed to be made only by the entity making such representation or warranty, and neither Buyer or any Permitted Assignee shall be deemed responsible or liable for the breach of any representation or warranty by any other party. In the event of such assignment by Buyer to a Permitted Assignee(s), Seller shall negotiate in good faith to amend the Escrow Agreement to allow such Permitted Assignee(s) t...
Clause type: investment_company
 Neither the Borrower nor any Subsidiary is, or after giving effect to any Advance will be, an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended.
Clause type: dividends
 (a) Subject to the provisions of the Statute, the Memorandum and these Articles (including but not limited to the other requirements of this Article 6A), the Board may from time to time declare dividends and other distributions on the outstanding shares of the Company and authorize payment of the same out of the funds of the Company legally available therefor. The Preferred Shares shall, with respect to any dividend and other distributions on shares of the Company, rank senior to the Junior Securities. Unless and until any dividends or other distributions in like amount have been paid in full on the Preferred Shares (on an as-converted basis), the Company shall not declare, pay or set apart for payment, any dividend on any Junior Securities or make any payment on account of, or set apart for payment, money for a sinking or other similar fund for, the purchase, redemption or other retirement of, any Junior Securities or any warrants, rights, calls or options exercisable or exchangeable for or convertible into any Junior Securities, or make any distribution in respect thereof, either directly or indirectly, and whether in cash, obligations or shares of the Company or other property.
Clause type: ownership_of_shares
 All of the Adler Shares are owned of record and beneficially by Adler, free and clear of any lien, encumbrance, charge or claim whatsoever. The Adler Shares and the 704,255 shares of Common Stock owned by Adler that are subject to the Put & Call Agreement (as defined in Section 6(a)(iv) below) constitute all of the shares of Common Stock owned by Adler (it being understood that Adler or persons related to or associated with Adler have the right to acquire an additional 563,500 shares of Common Stock upon the exercise of outstanding stock options and warrants). When the Adler Shares are sold and delivered to the Purchaser in compliance with the provisions of this Agreement, the Purchaser will be vested with good and valid title to the Adler Shares, free and clear of any claims, liens, pledges, options, security interests, trusts, encumbrances (other than those imposed by United States federal securities laws) or other rights or interests of any person.
Clause type: compensation
 (a) As compensation for the advisory services provided under this Agreement, the Trust shall pay the Adviser fees, payable monthly, at the annual rates indicated on Schedule A hereto, as such Schedule may be amended or supplemented from time to time;
Clause type: definitions
The terms "assignment", "interested person", and "majority of the outstanding voting securities", when used in this Agreement, shall have the respective meaning specified under the Investment Company Act and the rules thereunder.
Clause type: interest
 1. Interest derived from a resident of a Contracting State by a resident of the other Contracting State may be taxed in that other State.
Clause type: investment-company-act
 The Company is not an "investment company" as defined in the Investment Company Act of 1940, as amended. The consummation of the transactions contemplated by the Financing Documents do not and will not violate any provision of such Act or any rule, regulation or order issued by the Securities and Exchange Commission thereunder.
Clause type: definitions
Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement.
Clause type: ownership_of_shares
 Merger Sub and the Contributing Stockholders collectively own 8,394,000 shares of Common Stock as of the date hereof and, immediately after the Equity Contribution, Merger Sub will own at least 8,394,000 shares of Common Stock. Except as set forth herein, none of M&F or its Subsidiaries owns (directly or indirectly, beneficially or of record) any shares of capital stock of the Company or holds any rights to acquire or vote any shares of capital stock of the Company except pursuant to this Agreement.
Clause type: loans
 Each loan reflected as an asset in the Sovereign Financial Statements (i) is evidenced by notes, agreements or other evidences of indebtedness which are true, genuine and correct (ii) to the extent secured, has been secured by valid liens and security interests which have been perfected, and (ii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors' rights and to general equity principles, in each case other than loans as to which the failure to satisfy the foregoing standards would not have a Material Adverse Effect on Sovereign.
Clause type: interest
 In addition to the late charges referred to above, which are intended to defray Landlord's costs resulting from late payments, any payment from Tenant to Landlord not paid when due shall at Landlord's option bear interest from the date due until paid to Landlord by Tenant at the rate of fifteen percent (15%) per annum or the maximum lawful rate that Landlord may charge to Tenant under applicable laws, whichever is less (the "INTEREST RATE"). Acceptance of any late charge and/or interest shall not constitute a waiver of Tenant's default with respect to the overdue sum or prevent Landlord from exercising any of its other rights and remedies under this Lease.
Clause type: representations
and Warranties. The Company represents and warrants to the holder of this Warrant as follows:
Clause type: base-salary
 The Company shall pay the Executive a base salary of Two Hundred Fifty Thousand ($250,000) Dollars per annum ("BASE SALARY"). The Base Salary for each year after the first year may be increased from time to time in the sole discretion of the Compensation Committee of the Board of Directors of the Company and in any event will be increased annually to reflect corresponding increases in the United States Department of Labor, Bureau of Labor Statistics, Consumer Price Index, All Urban Consumers, United States City Average. The Base Salary shall be payable at such intervals as salaries are paid by the Company to its other executive employees.
Clause type: entire
Agreement. This Agreement, together with the Scope of Work and other documents that may be executed pursuant to this Agreement and incorporated herein, constitutes the entire agreement between the Parties and shall supersede any and all prior agreements, communications and understandings between the Parties with respect to the subject matter hereof. The terms of this Agreement shall apply notwithstanding any proposed variations or additions that may be contained in any purchase order, invoice or other communication submitted by Contractor. This Agreement may not be modified, amended or changed except by mutual agreement in writing.
Clause type: definitions
The following words and phrases, unless the context otherwise requires, shall have the following meanings: Accountant: A Person engaged in the practice of accounting who (except when this Agreement provides that an Accountant must be Independent) may be employed by or affiliated with the Depositor or an Affiliate of the Depositor.
Clause type: notices
All notices, requests, claims, demands, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested), (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient, or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11): If to Parent or Merger Sub, addressed to it at: Hecla Mining Company 6500 N. Mineral Drive, Suite 200 Coeur d’Alene, Idaho 83815-9408 Attention: David Sienko Facsimile: (208) 209-1278 Email: dsienko@hecla-mining.com with a mandated copy (which shall not constitute notice) to: K&L Gates LLP 70 West Madison Street, Suite 3100 Chicago, IL 60602-4207 Attention: J. Craig Walker Facsimile: (312) 827-8179 Email: craig.walker@klgates.com If to Shareholder, to the address or facsimile number set forth for Shareholder on the signature page hereof.
Clause type: indemnification
The Company hereby agrees to indemnify and hold harmless each Bank, each LC Issuer and the Agent, and their respective directors, officers, agents and employees from and against any and all claims and damages, losses, liabilities, reasonable costs or expenses which such Bank, such LC Issuer or the Agent may incur (or which may be claimed against such Bank, such LC Issuer or the Agent by any Person whatsoever) by reason of or in connection with the issuance, execution and delivery or transfer of or payment or failure to pay under any Facility LC or any actual or proposed use of any Facility LC, including any claims, damages, losses, liabilities, costs or expenses which any LC Issuer may incur by reason of or in connection with (i) the failure of any other Bank to fulfill or comply with its obligations to such LC Issuer hereunder (but nothing herein contained shall affect any rights the Company may have against any Defaulting Bank) or (ii) by reason of or on account of such LC Issuer issuing any Facility LC which specifies that the term “Beneficiary” included therein includes any successor by operation of law of the named Beneficiary, but which Facility LC does not require that any drawing by any such successor Beneficiary be accompanied by a copy of a legal document, satisfactory to such LC Issuer, evidencing the appointment of such successor Beneficiary; provided that the Company shall not be required to indemnify any Bank, any LC Issuer or the Agent for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (x) the willful misconduct or gross negligence of any LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (y) any LC Issuer’s failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. Nothing in this Section 3.9 is intended to limit the obligations of the Company under any other provision of this Agreement.
Clause type: compensation
 For the services to be performed by Executive for NBTB and its affiliates under this Agreement, Executive shall be compensated in the following manner:
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 taken together shall constitute one and the same agreement.
Clause type: entire
Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the transaction contemplated herein, and no party shall be liable or bound to the other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein.
Clause type: whereas
the parties desire to enter into this Agreement setting forth the terms and conditions of the employment relationship of the Executive with the Company.
Clause type: governing
Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS AGREEMENT AND ALL MATTERS ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
Clause type: severability
In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.
Clause type: capitalization
 The authorized equity securities of the Company consist of 1,000,000 shares of Common Stock, $.01 par value per share ("Common Stock"), of which 80,000 shares of Common Stock are currently issued and outstanding, which, in the aggregate, constitute the Shares. Except as set forth on Schedule 4.02, the Stockholders are the record and beneficial owners and holders of all of the Shares, free and clear of any restrictions on transfer (other than restrictions under the federal and state securities laws), Taxes or Liens; provided however, that any such restrictions on transfer, Taxes or Liens shall be removed prior to the Closing Date. None of the outstanding equity securities or other securities of the Company was issued in violation of the Securities Act of 1933, as amended, or any other legal requirement. All of the Shares have been duly authorized and are validly issued, fully paid and nonassessable. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require the Company or any of its Subsidiaries to sell, transfer or otherwise dispose of any capital stock of the Company or that could require the Company to issue, sell or otherwise cause to become outstanding any of its own capital stock. There are no outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Shares. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of the Company.
Clause type: capitalization
 (a) The authorized capital stock of the Company as of the date hereof consists of (i) 20,000,000 shares of Common Stock, of which 12,163,619 shares are issued and outstanding, and (ii) 1,000,000 shares of Preferred Stock, $0.01 par value per share, of which 10,000 shares are issued or outstanding.
Clause type: assignment
No party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other party hereto.
Clause type: insurance
The Company carries, or is covered by, insurance in such amounts and covering such risks as the Company reasonably believes is adequate for the conduct of its business and as is customary for companies engaged in similar businesses in similar industries.
Clause type: taxes
 Each Borrower and Subsidiary has filed, or caused to be filed, all federal, state, local and foreign tax returns required to be filed by it, and has paid, or caused to be paid, all taxes as are shown on such returns, or on any assessment received by it, to the extent that such taxes have become due, except as otherwise contested in good faith. Borrower has set aside proper amounts on its books, determined in accordance with GAAP, for the payment of all taxes for the years that have not been audited by the respective tax authorities and for taxes being contested by it.
Clause type: payment
 In consideration of the Services provided pursuant to this Agreement and upon receipt and approval of an invoice from Contractor, NC State shall pay Contractor a fee not to exceed Dollars ($ ). Payment of compensation specified in this Agreement, its continuation or any renewal thereof, is dependent upon and subject to the allocation, appropriation or availability of funds to NC State for the purpose set forth in this Agreement. The Parties agree that in the event NC State, or that body responsible for the appropriation of said funds, in its sole discretion, determines in view of its total operations that available funding for the payment of the costs for this Agreement is insufficient to continue, it may choose to terminate this Agreement by giving Contractor written notice of said termination, and this Agreement shall terminate immediately without any further liability to NC State. {N0023416.1}
Clause type: taxes
 (a) For purposes of this Agreement: (i) "Tax" or "
Clause type: investments
 Except as disclosed on EXHIBIT 8.4, as of the Closing Date, no Borrower or any Subsidiary has any Investment in any Person other than Permitted Investments and is not engaged in any joint venture or partnership with any other Person.
Clause type: definitions
As used in this Agreement, the following capitalized terms, whether used in the singular or plural, shall have the respective meanings set forth below:
Clause type: investment-company-act
 The Company is not an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).
Clause type: headings
The headings used in this Agreement are for convenience only and shall not be deemed to be a part of this Agreement for purposes of construction.