bhaskrr/legal-clauses huggingface dataset:
Clause type: insurance
Borrower shall, at all times, maintain with financially sound and reputable insurers insurance with respect to the Collateral against loss or damage and all other insurance of the kinds and in the amounts customarily insured against or carried by corporations of established reputation engaged in the same or similar businesses and similarly situated. Said policies of insurance shall be satisfactory to Lender as to form, amount and insurer. Borrower shall furnish certificates, policies or endorsements to Lender as Lender shall require as proof of such insurance, and, if Borrower fails to do so, Lender is authorized, but not required, to obtain such insurance at the expense of Borrower. All policies shall provide for at least thirty (30) days prior written notice to Lender of any cancellation or reduction of coverage and that Lender may act as attorney for Borrower in obtaining, and at any time an Event of Default exists or has occurred and is continuing, adjusting, settling, amending and canceling such insurance. Borrower shall cause Lender to be named as a loss payee and an additional insured (but without any liability for any premiums) under such insurance policies and Borrower shall obtain non-contributory lender's loss payable endorsements to all insurance policies in form and substance satisfactory to Lender. Such lender's loss payable endorsements shall specify that the proceeds of such insurance shall be payable to Lender as its interests may appear and further specify that Lender shall be paid regardless of any act or omission by Borrower or any of its affiliates. At its option, Lender may apply any insurance proceeds received by Lender at any time to the cost of repairs or replacement of Collateral and/or to payment of the Obligations, whether or not then due, in any order and in such manner as Lender may determine or hold such proceeds as cash collateral for the Obligations.
Clause type: termination
This Agreement may be terminated and the transactions contemplated by this Agreement abandoned at any time prior to the Closing:
Clause type: severability
Should any provision of this Agreement be found to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable to the greatest extent permitted by law.
Clause type: investments
 All Investments of each Credit Party are (a) as set forth on Schedule 5.21 or (b) Permitted Investments.
Clause type: miscellaneous
This Agreement will inure to the benefit of and be binding on the respective successors and permitted assigns of the parties. Neither party may assign its rights or delegate its duties under this Agreement without the other party’s prior written consent. In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement. Neither party will be charged with any waiver of any provision of this Agreement, unless such waiver is evidenced by a writing signed by the party and any such waiver will be limited to the terms of such writing.
Clause type: assignment
The parties acknowledge that this Agreement has been entered into due to, among other things, the special skills of Executive, and agree that this Agreement may not be assigned or transferred by Executive, in whole or in part, without the prior written consent of Company.
Clause type: compensation
 For all services rendered by the Employee under this ------------ Agreement (in addition to other monetary or other benefits referred to herein), compensation shall be paid to Employee as follows:
Clause type: now
THEREFORE in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereby agree as follows:
Clause type: investment-company-act
 In the case of the Company, each U.S. Borrower and each U.S. Material Subsidiary, neither it nor any of its Subsidiaries is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940 of the United States of America.
Clause type: investments
 No Loan Party shall, nor shall any Loan Party permit any Subsidiary to, make or hold any Investments, except the following (each a “Permitted Investment”):
Clause type: payment
 Seattle agrees to compensate as specified herein or attached, in consideration of acceptable Contractor performance. Payment shall only be made for services performed and/or product delivered, after receipt, review and authorization by the City. Such payment shall be paid according to early payment discount terms, or if no early payment discount is offered, thirty (30) days after the City’s receipt and acceptance of the goods or completion and acceptance of the services. Payment periods will be computed from either the date of delivery an acceptance of all goods ordered, the acceptance by the City of completion of all services, or the date of receipt of a correct invoice, whichever date is later. This section is not intended to restrict partial payments that are specified in the contract. All dollars referenced in this Contract and attachments are US Dollars.
Clause type: compensation
 In the event of a Termination Without Cause or the Executive's resignation for Good Reason (as defined below) within 12 months following a Change of Control (as defined below), the Company shall (i) fully vest the Executive's share awards and stock options, regardless of any vesting schedule, (ii) pay the Executive any base salary and any expenses reimbursable to the Executive by the Company, each through the date of the termination, (iii) pay a benefit (the "Change of Control Bonus") equal to two (2) times the Executive's then annual base salary, and (iv) pay the insurance benefit described below; less however, that amount, if any, which would constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986, as amended. At the Executive's election, the Change of Control Bonus may be made in one lump sum upon Change of Control or in twenty-four (24) equal monthly payments for the twenty-four (24) months following such termination. In addition, the Company shall cause the Executive's insurance benefits, as in effect immediately prior to the termination, to remain in effect for eighteen (18) months following the date of termination upon the same terms, and at the same cost to the Executive, as in effect immediately prior to termination. The Executive shall also receive accrued vacation to the date of termination.
Clause type: vesting
 As of the Closing Date, Sellers shall take all necessary action to cause the tax qualified defined contribution and defined benefit pension plans maintained by the Sellers to fully vest the Company Onshore Employees in their account balances and/or accrued benefits under such plans.
Clause type: headings
The headings contained in this Amendment are for reference purposes only and shall not affect the meaning or interpretation of this Amendment.
Clause type: interest
 With respect to any Certificate, any ownership or security interest in such Certificate, including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee. Pass-Through Rate: With respect to the Class A-1 Certificates, the lesser of (i) a per annum rate equal to related Margin plus One-Month LIBOR and (ii) the Group I Net WAC Cap Rate, multiplied by a fraction equal to 30 divided by the actual number of days in the related Interest Accrual Period; With respect to the Class A-V Certificates, the lesser of (i) a per annum rate equal to related Margin plus One-Month LIBOR and (ii) the Group II Net WAC Cap Rate; With respect to the Class A-2 Certificates, the lesser of (i) 3.18% per annum and (ii) the Group I Net WAC Cap Rate; With respect to the Class A-3 Certificates, the lesser of (i) 3.80% per annum and (ii) the Group I Net WAC Cap Rate; With respect to the Class A-4 Certificates, the lesser of (i) 4.47% per annum and (ii) the Group I Net WAC Cap Rate; With respect to the Class A-5 Certificates, the lesser of (i) 5.05% per annum and (ii) the Group I Net WAC Cap Rate; With respect to the Class A-6-A Certificates, the lesser of (i) in the case of any Distribution Date up to and including the first Distribution Date after the Optional Termination Date, 5.63% per annum, and in the case of any Distribution Date beginning with the second Distribution Date after the Optional Termination Date, 6.13% per annum and (ii) the Group I Net WAC Cap Rate; With respect to the Class A-6-B Certificates, the lesser of (i) in the case of any Distribution Date up to and including the first Distribution Date after the Optional Termination Date, 5.55% per annum, and in the case of any Distribution Date beginning with the second Distribution Date after the Optional Termination Date, 6.05% per annum and (ii) the Group I Net WAC Cap Rate; With respect to the Class A-7 Certificates, the lesser of (i) in the case of any Distribution Date up to and including the first Distribution Date after the Optional Termination Date, 4.97% per annum, and in the case of any Distribution Date beginning with the second Distribution Date after the Optional Termination Date, 5.47% per annum and (ii) the Group I Net WAC Cap Rate; With respect to the Class M-1 Certificates, the lesser of (i) in the case of any Distribution Date up to and including the first Distribution Date after the Optional Terminati...
Clause type: confidentiality
(i) During and following the Employment Period, the Executive will hold in confidence the Confidential Information and will not disclose it to any person except with the specific prior written consent of the Employer or except as otherwise expressly permitted by the terms of this Agreement.
Clause type: ownership_of_shares
 Stockholder is the Beneficial Owner of the Company Shares set forth on the signature page hereto opposite such Stockholder’s name, free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Company Shares Beneficially Owned by Stockholder), except for any applicable restrictions on transfer under the Securities Act and the rules and regulations promulgated thereunder that would not in any event prevent Stockholder from tendering Stockholder’s Company Shares in accordance with this Agreement or otherwise complying with Stockholder’s obligations under this Agreement.
Clause type: termination
This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying all copies of Software. This Agreement will terminate immediately without notice from Oracle if you fail to comply with any provision of this Agreement. Either party may terminate this Agreement immediately should any Software become, or in either party's opinion be likely to become, the subject of a claim of infringement of any intellectual property right. Upon termination, you must destroy all copies of Software.
Clause type: employee_benefits
 During the Term, the Executive shall be eligible to participate in such health, insurance, retirement, and other employee benefit plans and programs of the Company as in effect from time to time on the same basis as other senior executives of the Company.
Clause type: investment-company-act
 None of the Credit Parties is, or has at any time been, 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: grant
 The Committee of Baker Hughes Company (the “Company”) has granted Restricted Stock Units, from time to time with Dividend Equivalents as the Committee may determine (“RSUs”), to the individual named in this Award Agreement (the “Participant”) on [●] (the “Grant Date”). Each RSU entitles the Participant to receive from the Company (i) one share of Class A common stock of the Company, par value $0.0001 per share (“Share”), for which the restrictions set forth in paragraph 4 lapse in accordance with their terms, and (ii) cash payments based on dividends paid to stockholders as set forth in paragraph 3, each in accordance with the terms of this Award, the Plan, any country specific addendums and any rules and procedures adopted by the Committee. Shares may be adjusted or converted into other property or cash pursuant to the provisions of the Plan.
Clause type: definitions
The following terms shall have the respective meanings set forth below throughout this Agreement:
Clause type: assignment
A. Neither this Agreement nor any rights or obligations hereunder may be assigned by Service Company without the written consent of Fund; provided, however, no assignment will relieve Service Company of any of its obligations hereunder.
Clause type: investments
 Neither the Borrower nor any Restricted Subsidiary will purchase or acquire (including pursuant to any merger or consolidation with any Person that was not a wholly owned Restricted Subsidiary prior thereto), hold, make or otherwise permit to exist any Investment in any other Person, or make any Acquisition, except:
Clause type: confidentiality
From and after the Closing, Seller shall, and shall cause its Affiliates to, hold, and shall use its reasonable best efforts to cause its or their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning the Business, except to the extent that Seller can show that such information (a) is generally available to and known by the public through no fault of Seller, any of its Affiliates or their respective Representatives; or (b) is lawfully acquired by Seller, any of its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its Affiliates or their respective Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller shall promptly notify Buyer in writing and shall disclose only that portion of such information which Seller is advised by its counsel in writing is legally required to be disclosed, provided that Seller shall use reasonable best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.
Clause type: base-salary
 The Company shall pay Employee an annual rate of base salary of One Hundred Seventy Five Thousand Dollars ($175,000.00) in periodic installments in accordance with the Company's customary payroll practices, but no less frequently than monthly. Employee's base salary shall be reviewed at least annually by the Board of Directors and the Board of Directors may, but shall not be required to, increase the base salary during the term. Employee's annual base salary, as in effect from time to time, is hereinafter referred to as "Base Salary."
Clause type: taxes
 Real estate taxes and any other taxes, charges and assessments which are levied with respect to the Building or the land appurtenant to the Building, or with respect to any improvements, fixtures and equipment or other property of Landlord, real or personal, located in the Building and used in connection with the operation of the Building and said land, any payments to any ground lessor in reimbursement of tax payments made by such lessor; and all fees, expenses and costs incurred by Landlord in investigating, protesting, contesting or in any way seeking to reduce or avoid increase in any assessments, levies or the tax rate pertaining to any Taxes to be paid by Landlord in any Lease Year. Taxes shall not include any corporate franchise, or estate, inheritance or net income tax, or tax imposed upon any transfer by Landlord of its interest in this Lease or the Building or any taxes to be paid by Tenant pursuant to Article 28.
Clause type: now
THEREFORE in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
Clause type: loans
 Gulfstream makes the following representations and warranties with respect to each Loan owned by Gulfstream that is to be transferred to Purchaser hereunder to Gulfstream’s knowledge: the Loan is a valid obligation according to its tenor without any offsets and defenses thereto; Gulfstream has an undivided 18% interest in each loan, subject to the participation interests previously disclosed to the Purchaser; the Loan is not pledged or encumbered; the Loan was made in compliance with all applicable laws and regulations that would materially and adversely affect the collectibility of the Loan; the principal balance of the Loan and accrued interest as shown on Gulfstream’s books and records are true and correct as of the last date shown thereon; all purported signatures on and executions of any document in connection with such Loan are genuine; and all documentation regarding a loan has been actually signed or executed by all necessary parties.
Clause type: base-salary
 As compensation for the Executive’s services rendered hereunder, the Company shall pay to the Executive a base salary at an annual rate equal to three hundred thousand dollars ($300,000) (the “Base Salary”). The Base Salary shall be payable to the Executive on a monthly basis in accordance with the Company’s standard policies for management personnel.
Clause type: entire
Agreement. This Agreement, including schedules and exhibits hereto, which are integral parts hereof and incorporated as though set forth in full, constitutes the entire agreement between the parties pertaining to the subject matter hereof superseding any and all prior or contemporaneous oral or prior written agreements, proposals, letters of intent and understandings, and cannot be modified, changed, waived or terminated except by a writing which expressly states that it is an amendment, modification or waiver, refers to this Agreement and is signed by the party to be charged. No course of conduct or dealing shall be construed to modify, amend or otherwise affect any of the provisions hereof.
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 (a) the extension of commercial trade credit in connection with the sale of Inventory in the ordinary course of its business and (b) loans to its employees in the ordinary course of business not to exceed the aggregate amount of $100,000 at any time outstanding.
Clause type: investments
 The Fund investments include guaranteed investment certificates (GIC), money market securities, bonds and equities funds. Each member will have the opportunity to consult with the Insurance carrier’s licensed Financial Consultant and select the investment fund(s) that best suit their investment risk profile and time horizon. Members will have the opportunity to change investment fund(s) as required by notifying the Insurance carrier.
Clause type: compensation
 For the services provided by the Sub-Adviser pursuant to this Agreement, the Sub-Adviser shall receive monthly an investment sub-advisory fee at the annual rate (as a percentage of average daily net assets) as specified in Schedule A of this Agreement. If this Agreement is not in effect for an entire month, the amount of sub-advisory fee payable hereunder shall be pro-rated accordingly.
Clause type: now
THEREFORE for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:
Clause type: interest
 (a) The Loans comprising each ABR Borrowing (including each Swingline Loan to the Company denominated in Dollars that is an ABR Borrowing) shall bear interest at the Alternate Base Rate plus the Applicable Rate. The Canadian Loans comprising each Canadian Base Rate Borrowing shall bear interest at the Canadian Prime Rate plus the Applicable Rate. Each Swingline Loan to the Company denominated in Dollars that is a Swingline Overnight Rate Borrowing shall bear interest at the Swingline Overnight Rate plus the Applicable Rate. Each Foreign Swingline Loan shall bear interest at the Overnight Foreign Currency Rate.
Clause type: headings
All descriptive headings in this Agreement are inserted for convenience only and shall be disregarded in construing or applying any provision of this Agreement.
Clause type: insurance
Any insurance required to be maintained by Tenant pursuant to this Lease shall be canceled or terminated or shall expire or shall be reduced or materially changed, or Landlord shall receive a notice of nonrenewal of any such insurance and Tenant shall fail to obtain replacement insurance at least 20 days before the expiration of the current coverage.
Clause type: indemnification
Contractor agrees to indemnify, defend with counsel approved in writing by County, and hold County, its elected and appointed officials, officers, employees, agents and those special districts and agencies which County’s Board of Supervisors acts as the governing Board (“County Indemnitees”) harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by Contractor pursuant to this Contract. If judgment is entered against Contractor and County by a court of competent jurisdiction because of the concurrent active negligence of County or County Indemnitees, Contractor and County agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
Clause type: capitalization
 Marsico has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Prospectus, this Agreement and under the Subadvisory Agreement to which it is a party.
Clause type: capitalization
 The entire authorized capital of WellComm consists of 1,000 WellComm Shares, of which 213 shares are issued and outstanding and none of which are held in treasury. All of the issued and outstanding WellComm Shares have been duly authorized, are validly issued, fully paid, and nonassessable, and are held of record by the respective WellComm Stockholders as set forth in Section 4(b) of the Disclosure Schedule. Except as set forth in Section 4(b) of the Disclosure Schedule, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require WellComm to issue, sell, or otherwise cause to become outstanding any of its capital stock. Except as set forth in Section 4(b) of the Disclosure Schedule, there are no outstanding or authorized equity appreciation, phantom stock, profit participation, or similar rights with respect to WellComm. Except as set forth in Section 4(b) of the Disclosure Schedule, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of WellComm.
Clause type: whereas
LIFE COMPANY will be the issuer of certain variable annuity contracts and variable life insurance contracts ("Contracts") as set forth on Schedule A hereto, as the Parties hereto may amend from time to time, which Contracts (hereinafter collectively, the "Contracts"), if required by applicable law, will be registered under the 1933 Act; and
Clause type: termination
All rights to the Reserve Account and all other Collateral registered to or held therein shall revert to Pledgor, upon Securities Intermediary’s receipt of written notice, signed by an authorized officer of Secured Party, that the Indenture has terminated.