bhaskrr/legal-clauses huggingface dataset:
Clause type: payment
 Provided that this Lease is in full force and effect and no monetary Event of Default shall have occurred and is continuing hereunder and provided that there are no outstanding mechanic’s lien, financing statement or other lien, charge or order in existence filed against Landlord, or against all or any portion of the Premises, the Building or the Real Property due to any act or omission of Tenant or any Tenant Party, that has not been actually released and discharged of record or bonded or insured over to the reasonable satisfaction of Landlord, Landlord shall make progress payments to Tenant on account of Landlord’s Contribution on a monthly basis in reimbursement of the cost of the work performed by or on behalf of Tenant and paid for by Tenant for Tenant’s Initial Alterations (and not previously reimbursed out of disbursements from Landlord’s Contribution), less a retainage of 10% of each progress payment (the “Retainage”). Each of Landlord’s progress payments will be limited to an amount equal to (a) the aggregate amounts (reduced by the Retainage) theretofore paid by Tenant (as certified by an authorized officer of Tenant and by Tenant’s independent, licensed architect) to Tenant’s contractors, subcontractors and material suppliers (excluding any payments for which Tenant has previously been reimbursed out of previous disbursements from Landlord’s Contribution), multiplied by (b) a fraction (which shall not exceed 1.0), the numerator of which is the amount of Landlord’s Contribution, and the denominator of which is the total contract price (or, if there is no specified or fixed contract price for Tenant’s Initial Alterations, then Landlord’s reasonable estimate thereof) for the performance of all of Tenant’s Initial Alterations shown on all plans and specifications approved by Landlord. Provided that Tenant delivers requisitions to Landlord no more than once every thirty (30) days, such progress payments shall be made within thirty (30) days after the delivery to Landlord of requisitions therefor, signed by a financial officer of Tenant, which requisitions shall set forth the names of each contractor and subcontractor to whom payment is due, and the amount thereof, and shall be accompanied by (i) copies of partial waivers of lien from all contractors, subcontractors and material suppliers covering all work and materials which were the subject of previous progress payments by Landlord and Tenant, (ii) a written certification from Tenant’s architect tha...
Clause type: interest
 If Anthera fails to make any payment due to Amgen under this Agreement, then interest shall accrue on a daily basis at an interest rate equal to two percentage points (2%) above the then-applicable prime commercial lending rate of Citibank, N.A., San Francisco, California, or at the maximum rate permitted by applicable law, whichever is the lower.
Clause type: severability
Any provision of this Agreement which is ------------ prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Clause type: payment
 21. We will invoice you for payment of the Fees either:
Clause type: termination
The Company may terminate this Agreement at any time by written notice to the Investor in the event of a material breach of this Agreement by the Investor. In addition, this Agreement shall automatically terminate on the earlier of (i) the end of the Commitment Period; (ii) the date that the Company sells and the Investor purchases the Commitment Amount; (iii) the date in which the Registration Statement is no longer effective, or (iv) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors; provided, however, that the provisions of Articles III, IV, V, VI, IX and the agreements and covenants of the Company and the Investor set forth in Article X shall survive the termination of this Agreement.
Clause type: headings
The captions and headings used in this Agreement are for convenience only and do not in any way limit, amplify, or otherwise modify the provisions of this Agreement.
Clause type: base-salary
 During the Employment Term, subject to all of the terms and conditions of this Agreement, Employee shall be paid an annual base salary of $262,500, payable in weekly installments, less such deductions or amounts to be withheld as shall be required by law. Effective as of the second year of the Employment Term, the base salary then in effect shall be increased by the greater of (i) 3% or (ii) the percentage increase in the U. S. Bureau of Labor Statistics ("BLS") Consumer Price Index for All Urban Consumers: Selected Areas, All Items Index ("CPI-U") for Nassau and Suffolk Counties (or the next broadest geographic index then published by BLS, such as, by way of example, the New York City Metropolitan Area) during the twelve month comparison period ending in December immediately preceding the commencement of the contract year for which compensation is to be adjusted. The increase in CPI for the 2007 contract year shall be based on the CPI increase, if any, for the twelve months ending December 2006; the increase in CPI for the 2008 contract year shall be based upon the CPI increase, if any, for the twelve months ending December 2007; the increase in CPI for the 2009 contract year shall be based upon the CPI increase, if any, for the twelve months ending December 2008; and the increase in CPI for the 2010 contract year shall be based upon the CPI increase, if any, for the twelve months ending December 2009.
Clause type: investment-company-act
 The Company is not required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.
Clause type: base-salary
 As payment for the services to be rendered by Executive as provided in Section 1 and subject to the terms and conditions of Section 2, Luminex agrees to pay to Executive a “Base Salary” at the rate of $12,916.67 per each semi-monthly pay period or $310,000.08 per annum (or such greater amount as may be determined from time to time by the Chief Executive Officer) payable in accordance with the then-current payroll policies of Luminex.
Clause type: headings
The headings herein set forth are solely for the purpose of identification and have no legal significance.
Clause type: headings
The headings and other captions in this Agreement are included solely for convenience of reference and will not control the meaning and interpretation of any provision of this Agreement.
Clause type: assignment
This Agreement shall extend to and be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Trust without the written consent of USBFS, or by USBFS without the written consent of the Trust accompanied by the authorization or approval of the Trust’s Board of Trustees.
Clause type: termination
(a) The Executive's employment under this Agreement may be terminated prior to the end of the Term only as follows:
Clause type: payment
 Payment for Units sold shall be made by the Escrow Agent to the Company at such place as may be agreed on among the Company and the Placement Agent, at such a time and on such a date, as shall be fixed by agreement between the parties, which in no case shall be later than eight (8) days after the Sales Termination Date. The delivery of the Units against payment therefore is defined as the "Closing" and the time and date thereof are defined as the "Closing Date." The first Closing Date will be held when the Minimum Payments are received ("First Closing"). It is anticipated that there may be additional Closings as additional funds are received, and the final Closing will be referred to as the "Final Closing." The Final Closing could also be the First Closing in the event that no Units are sold after the First Closing. As soon as practicable after each Closing Date, the Company shall deliver by mail to each Investor a certificate for the securities underlying the Units that have been purchased and which contains a legend conforming to the requirements of Rule 502(d)(3) under the Act.
Clause type: loans
 Make advances, loans or extensions of credit to any Person, including without limitation, any Parent, Subsidiary or Affiliate except with respect to (i) the extension of commercial trade credit in connection with the sale of Inventory in the ordinary course of its business; (ii) loans to employees on an arm's-length basis in the ordinary course of business consistent with the Loan Parties' past practices for travel expenses, relocation costs and similar purposes up to a maximum of $100,000 to any employee and up to a maximum of $250,000 in the aggregate at any one time outstanding; (iii) loans by a Loan Party to another Loan Party in the ordinary course of business (provided that any promissory note or other instrument in connection therewith shall be endorsed and delivered to Agent as Collateral for the Obligations); and (iv) loans to employees to acquire BJI common stock in an amount not to exceed $500,000 at any time outstanding.
Clause type: loans
 Capital TEN Partners, LLC has made available to the Company a $200,000 line of credit. Amounts advanced under the line of credit (“Insider Loan”) do not bear any interest and are repayable by the Company on the earlier to occur of (i) November 29, 2008 or (ii) the date on which the Company consummates an initial public offering of its securities.
Clause type: ownership_of_shares
 The IMMUNOTECH Security Holders are the owners of record and beneficially of all of the issued and outstanding restricted shares of IMMUNOTECH Common Stock, options and warrants to purchase shares of IMMUNOTECH Common Stock, which IMMUNOTECH Securities, to the best of IMMUNOTECH's knowledge, are owned free and clear of all rights, claims, liens and encumbrances, and have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement.
Clause type: whereas
pursuant to Section 2.20 of the Credit Agreement, the undersigned Increasing Lender now desires to [increase the amount of its Commitment] [and] [participate in a tranche of Incremental Term Loans] under the Credit Agreement by executing and delivering to the Company and the Administrative Agent this Supplement;
Clause type: representations
and Warranties. The representations and warranties of the Buyer and the Transitory Subsidiary set forth in this Agreement shall be true and correct as of the Closing Date as though made on and as of the Closing Date (except (i) to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date, (ii) for changes contemplated by this Agreement, and (iii) where the failure to be true and correct (without regard to any materiality or Buyer Material Adverse Effect qualifications contained therein), individually or in the aggregate, has not had a Buyer Material Adverse Effect); and the Company shall have received a certificate signed on behalf of the Buyer by the chief executive officer or the chief financial officer of the Buyer to such effect.
Clause type: payment
 On the Effective Date, Assignee shall pay to the Assignor, in immediately available funds, an amount equal to the purchase price, as agreed between the Assignor and the Assignee, of the Assigned Pro Rata Share. The Assignor and the Assignee have entered into a letter agreement, of even date herewith, which sets forth their agreement with respect to the amount of interest, fees, and other payments with respect to the Assigned Pro Rata Share which are to be retained by the Assignor. The Assignor and the Assignee hereby agree that if either receives any payment of interest, principal, fees or any other amount under the Loan Agreement, their respective Notes and other Loan Documents which is for the account of the other, it shall hold the same in trust for such party to the extent of such party's interest therein and shall promptly pay the same to such party.
Clause type: whereas
pursuant to the Mortgage Loan Agreement (as defined herein), Starwood Mortgage Capital LLC (“Original Lender”) originated a certain loan (the “Mortgage Loan”) described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage loan borrower described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which was evidenced, inter alia, by two promissory notes (as amended, modified or supplemented, the “Notes”): (i) one promissory note in the original principal amount of $25,000,000 (“Note A-1”) made by the Mortgage Loan Borrower in favor of the Original Lender and (ii) one promissory note in the original principal amount of $20,000,000 (“Note A-2”), made by the Mortgage Loan Borrower in favor of the Original Lender; and secured by one or more mortgages or deeds of trust (together, as amended, modified or supplemented, the “Mortgage”) on certain real property located as described in the Mortgage Loan Agreement (collectively, the “Mortgaged Property”);
Clause type: counterparts
This Agreement may be executed in two or more counterparts by original signature, facsimile or PDF files, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Clause type: loans
 Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Loans to the Borrower in a Permitted Currency from time to time from the Closing Date through the Revolving Credit Termination Date as requested by the Borrower in accordance with the terms of Section 2.2; provided, that (a) the Dollar Amount of the aggregate principal amount of all outstanding Loans (after giving effect to any amount requested) shall not exceed the lesser of (i) the Aggregate Commitment less the sum of the Dollar Amount of all outstanding L/C Obligations and (ii) the Borrowing Base less the sum of the Dollar Amount of all outstanding L/C Obligations, (b) the Dollar Amount of the aggregate principal amount of all Loans made in an Alternative Currency shall not exceed the Alternative Currency Commitment and (c) the Dollar Amount of the aggregate principal amount of outstanding Loans from any Lender to the Borrower shall not at any time exceed such Lender's Available Commitment. Each Loan by a Lender shall be in a principal amount equal to such Lender's Commitment Percentage of the aggregate principal amount of Loans requested on such occasion. Loans to be made in an Alternative Currency shall be funded in an amount equal to the Alternative Currency Amount of such Loan. Subject to the terms and conditions hereof, the Borrower may borrow, repay and reborrow Loans hereunder until the Revolving Credit Termination Date.
Clause type: insurance
Schedule 3.20 sets forth a true, complete and correct description of all material insurance maintained by or on behalf of the Borrower and its Relevant Subsidiaries as of the Closing Date. As of such date, such insurance is in full force and effect. The Borrower believes that the insurance maintained by or on behalf of it and its Relevant Subsidiaries is adequate.
Clause type: now
THEREFORE in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
Clause type: capitalization
 The capitalization of the Company is as set forth in the SEC Reports. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents which has not been waived in connection with the transactions contemplated hereby. Except as a result of the purchase and sale of the Securities, and except as set forth in Schedule 3.1(g) and for stock options and other equity grants to employees made under the Company’s existing stock plans, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities other than Required Approvals. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Comp...
Clause type: grant
 This Warrant is being granted in connection with a loan made pursuant to a certain senior secured promissory note dated May 27, 2005 (the "Note"), with respect to a $75,000.00 loan made by the Holder to the Company. Subject to the terms and conditions hereinafter set forth, the Holder is hereby granted the right to purchase, initially, 938 shares of Vyteris common stock subject to the increases discussed in Section 2 below. In the event that the number of shares subject to this Warrant is so increased, the Holder shall surrender its Warrant Certificates (as hereinafter defined) to the Company and the Company shall reissue to the Holder a new Warrant Certificate reflecting the increased amount of shares subject to the Warrant and the new Exercise Price (as defined in Section 5.2 hereof) of the Warrant.
Clause type: now
THEREFORE in consideration of the mutual representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
Clause type: miscellaneous
(a) The Executive acknowledges that the services to be rendered by him under the provisions of this Agreement are of a special, unique and extraordinary character and that it would be difficult or impossible to replace such services. Accordingly, the Executive agrees that any breach or threatened breach by him of Sections 8 or 9 of this Agreement shall entitle the Corporation, in addition to all other legal remedies available to it, to apply to any court of competent jurisdiction to seek to enjoin such breach or threatened breach. The parties understand and intend that each restriction agreed to by the Executive hereinabove shall be construed as separable and divisible from every other restriction, that the unenforceability of any restriction shall not limit the enforceability, in whole or in part, of any other restriction, and that one or more or all of such restrictions may be enforced in whole or in part as the circumstances warrant. In the event that any restriction in this Agreement is more restrictive than permitted by law in the jurisdiction in which the Corporation seeks enforcement thereof, such restriction shall be limited to the extent permitted by law. The remedy of injunctive relief herein set forth shall be in addition to, and not in lieu of, any other rights or remedies that the Corporation may have at law or in equity.
Clause type: payment
 (i) The Participating Holders shall effect the purchase of the Offered Shares with payment by check or wire transfer, against delivery of the Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after Delivery to the Company of the Transfer Notice, unless the Transfer Notice contemplated a later closing with the prospective third-party transferee(s) or unless the value of the purchase price has not yet been established pursuant to Section 4.1(e).
Clause type: confidentiality
The Purchaser agrees that all information supplied by or on behalf of the Company pursuant to Sections 2.01 or 2.02, including individual account information, is the property of the Company and the Purchaser agrees to hold such information confidential and not to disclose such information.
Clause type: termination
This Agreement may be terminated at any time prior to the Closing: (a) by mutual written agreement of the parties hereto; (b) by either the Company or the Purchaser, if the Closing has not been consummated on or before August 31, 2011 (the “End Date”); provided that the right to terminate this Agreement pursuant to this Section 8.2(b) shall not be available to any party whose material breach of any provision of this Agreement results in the failure of the Closing to be consummated by the End Date; (c) there shall be any applicable law or requirement of any Governmental or Regulatory Authority that shall have become final and non-appealable that makes consummation of the Closing illegal or otherwise prohibited, or enjoins the consummation of the Closing; (d) by the Purchaser, if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company set forth in this Agreement shall have occurred that would cause any of the conditions set forth in Article 5 not to be satisfied and is incapable of being cured by the Company or, if capable of being cured by the Company, the Company does not cure such breach or failure within 20 days after its receipt of written notice thereof from the Purchaser; or (e) by the Company, if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser set forth in this Agreement shall have occurred that would cause any of the conditions set forth in Article 6 not to be satisfied and is incapable of being cured by the Purchaser or, if capable of being cured by the Purchaser, the Purchaser does not cure such breach or failure within 20 days after its receipt of written notice thereof from the Company. If this Agreement is terminated pursuant to this Section 8.2, this Agreement shall become void and of no effect without liability of any party to each other party hereto; provided that if such termination shall result from the willful or intentional (i) failure of any party to fulfill a condition to the performance of the obligations of any other party, or (ii) failure of any party to perform a covenant hereof, such party shall be fully liable for any and all liabilities and damages incurred or suffered by any other party as a result of such failure. The provisions of Section 4.5 and this Article 8 shall survive any termination hereof pursuant to this Section 8.2.