bhaskrr/legal-clauses huggingface dataset:
Clause type: representations
and Warranties. To induce Agent and Lenders to enter into this Amendment, each Loan Party does hereby warrant, represent and covenant to Agent and Lenders that after giving effect to this Amendment (a) each representation or warranty of the Loan Parties set forth in the Loan Agreement is hereby restated and reaffirmed as true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if such representation or warranty were made on and as of the date hereof (except to the extent that any such representation or warranty expressly relates to a prior specific date or period), (b) no Default or Event of Default has occurred and is continuing as of the date hereof and (c) each Loan Party has the power and is duly authorized to enter into, deliver and perform this Amendment and this Amendment is the legal, valid and binding obligation of each Loan Party enforceable against each Loan Party in accordance with its terms.
Clause type: entire
Agreement. This Agreement (including the Exhibits hereto), the Restated Certificate and the other Transaction Agreements (as defined in the Purchase Agreement) constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.
Clause type: miscellaneous
This Agreement may not be assigned by FUND ACCOUNTING without the consent of the Fund as authorized or approved by resolution of its Board of Trustees. In connection with the operation of this Agreement, the Fund and FUND ACCOUNTING may agree from time to time on such provisions interpretive of or in addition to the provisions of this Agreement as in their joint opinions may be consistent with this Agreement. Any such interpretive or additional provisions shall be in writing, signed by both parties and annexed hereto, but no such provisions shall be deemed to be an amendment of this Agreement. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof, and supersedes any and all prior understandings.
Clause type: compensation
 Treatment of elective contributions. (Choose (a) or (b))
Clause type: governing
Law. This Joinder Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to any conflict of laws provisions which would require the application of the law of any other jurisdiction.
Clause type: assignment
This Agreement, and any rights and obligations hereunder, may not be assigned by the Executive and may be assigned by the Company only to any successor in interest, whether by merger, consolidation, acquisition or the like, or to purchasers of substantially all of the assets of the Company.
Clause type: insurance
The Company and each of its Subsidiaries has policies of insurance and bonds of the type and in amounts customarily carried by persons conducting businesses or owning assets similar to those of the Company and its Subsidiaries. There is no material claim pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed by the underwriters of such policies or bonds. All premiums due and payable under all such policies and bonds have been paid and the Company and its Subsidiaries are otherwise in compliance in all material respects with the terms of such policies and bonds. The Company has not been notified of any threatened termination of, or material premium increase with respect to, any of such policies.
Clause type: termination
This Agreement can be terminated upon ninety (90) days prior written notice by either party. Compensation due GFS and unpaid by the Trust upon such termination shall be due on the date of termination or after the date that the provision of services ceases, whichever is later. In the event of termination, GFS agrees that it will cooperate in the smooth transition of services and to minimize disruption to the Trusts and its shareholders, including liaison with the Trusts accountants.
Clause type: payment
 Payments are normally made within 30 days following the date the order is delivered or the date a correct invoice is received, whichever is later. After 60 days from the date a corrected invoice is received by the appropriate DISTRICT official, CONTRACTOR may assess interest on overdue, undisputed account charges up to a maximum of the interest rate paid by the IRS on taxpayer refund claims, plus 2%, computed similarly as the requirements of U.C.A. § 15-6-3. The IRS rate is adjusted quarterly, and is applied on a per annual basis, on the invoice amount that is overdue. All payments to CONTRACTOR will be remitted by mail, electronic funds transfer, or DISTRICT Purchasing Card (major credit card).
Clause type: vesting
 In the event of: (i) a termination by the Company without Cause, (ii) a termination by Employee for Good Reason, (iii) a Change in Control, or (iv) the voluntary retirement of the Employee subsequent to reaching the age of 63, occurring prior to Employee fully vesting in any options or restricted equity, then the vesting schedule shall be accelerated so that Employee will be deemed fully vested with respect to such options or restricted equity.
Clause type: investment-company-act
 None of the Loan Parties is or is required to be registered as an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.
Clause type: employee_benefits
 During the Employment Term, Executive shall be entitled to participate in the Company’s employee benefit plans (other than annual bonus plans) as in effect from time to time (collectively “Employee Benefits”), on terms no less favorable than those generally made available to other senior executives of the Company. Executive will be provided paid vacation pursuant to the Vacation Summary Plan Description.
Clause type: ownership_of_shares
 Voting Party Beneficially Owns his, her or its Voting Shares free and clear of all Encumbrances. Except pursuant hereto and pursuant to (i) the Letter Agreement, (ii) the Letter Agreement dated February 12, 2015 between certain stockholders of the Company and the Company, (ii) the Amended and Restated Limited Liability Company Agreement of the Sponsor and (iv) the Contingent Sale and Assignment of Economic Interest Agreement dated February 12, 2014 between Cohen Sponsor Interests, LLC and Ithan Creek Master Investors (Cayman) L.P., there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Voting Party is a party relating to the pledge, acquisition, disposition, transfer or voting of Voting Shares and there are no voting trusts or voting agreements with respect to the Voting Shares. Voting Party does not Beneficially Own (i) any shares of Common Stock other than the Voting Shares set forth on Annex A and (ii) any options, warrants or other rights to acquire any additional shares of Common Stock or any security exercisable for or convertible into shares of Common Stock, other than as set forth on Annex A (collectively, “Options”).
Clause type: base-salary
 Executive shall continue to receive his/her Base Salary (subject to withholding of all applicable taxes) for the entire Severance Period (as defined in Section 2.9 above), payable in the same manner as it was being paid on his/her Date of Termination.
Clause type: interest
 (a) Subject to the provisions of Section 2.07, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days at all other times and calculated from and including the date of such Borrowing to but excluding the date of repayment thereof) at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin.
Clause type: termination
This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on the New York Stock Exchange or the over-the-counter market; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Clause type: loans
 Subject to the terms and conditions in this Agreement, ORIX shall make loans to Borrower (the “Loans” and, collectively, the “Loan”), consisting of a Term Loan and Revolving Loans, in the amounts shown on the Schedule. The Loan shall be repayable as set forth herein, provided that the entire unpaid principal balance of all Loans and any accrued and unpaid interest thereon shall be due and payable on the Maturity Date set forth in the Schedule. The Term Loan may not be repaid and reborrowed.
Clause type: entire
Agreement. This Agreement and all exhibits referred to in this Agreement constitute the final, complete and exclusive statement of the terms of the Agreement between the parties and supersedes all other prior or contemporaneous oral or written understandings and Agreements of the parties. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty except those expressly set forth in this Agreement.
Clause type: base-salary
 In consideration of the Executive's services, the Executive shall be paid a minimum base salary at the rate of $225,000 per year during the period of employment (the "Base Salary"), to be paid in installments in accordance with the Company's standard payroll practices. This Base Salary shall be reviewed for increases at least annually by the Board on the same basis as the Board shall review the compensation of other executive officers of the Company.
Clause type: compensation
 The Company shall pay to the Strategic Consultant a professional service compensation rate of USD 200 (USD Two Hundred) per hour for consulting services. Hours shall be as agreed in advance by the Parties on a weekly basis, with Dr. Avi Katz’s written approval. The Company may pay to the Strategic Consultant additional compensation, as shall be mutually agreed between the Parties on a case-by-case basis if, from time to time, the Company requests the Strategic Consultant to participate in investors meetings, activities and roadshows. The Company will reimburse the Strategic Consultant for any pre-approved travel-related expenses incurred in connection with the provision of services hereunder, in writing in accordance with the Company’s standard policies and procedures in effect from time to time. The Strategic Consultant shall submit an invoice for the services rendered by her at the end of the calendar month and the Company shall make a payment to the Strategic Consultant within 15 days from the date of receipt of the invoice. The Strategic Consultant shall submit all receipts evidencing expenses that require reimbursement for any and all business related expenses for the furtherance and promotion of the Company and reimbursements will be made within 15 days of submittal.
Clause type: insurance
The Company and each of its Subsidiaries has in force fire, casualty, product liability and other insurance policies, with extended coverage, sufficient in amount to allow it to replace any of its material properties or assets which might be damaged or destroyed or sufficient to cover liabilities to which the Company may reasonably become subject, and such types and amounts of other insurance with respect to its business and properties, on both a per occurrence and an aggregate basis, as are customarily carried by persons engaged in the same or similar business as the Company. No default or event has occurred that could give rise to a default under any such policy.
Clause type: now
THEREFORE in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree as follows:
Clause type: whereas
the Trust desires to retain the Portfolio Manager to provide a continuous program of investment management to that portion of The International Equity Portfolio of the Trust (“Portfolio”) that may, from time to time be allocated to it by, or under the supervision of, the Trust’s Board of Trustees, and Portfolio Manager is willing, in accordance with the terms and conditions hereof, to provide such services to the Trust; NOW THEREFORE, in consideration of the promises and covenants set forth herein and intending to be legally bound hereby, it is agreed between the parties as follows:
Clause type: investments
 Make or permit to exist any loans or advances to, or investments in, any person, (b) purchase any debt securities, evidences of indebtedness or obligations of any person other than purchases permitted by Section 3.4 of the Security Agreement or (c) purchase any stock or other equity securities of any person. All losses incurred on any investment permitted by this Section 8.06 shall be for the account of the Company.
Clause type: investment-company-act
 The Authority is not an “investment company” or a company “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940 (15 U.S.C. §80a-1 et seq.), as amended.
Clause type: now
THEREFORE in consideration of the foregoing, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Clause type: confidentiality
Each party agrees to maintain in confidence, and not to disclose to any third party, the information contained in this Agreement or pertaining to the sale contemplated hereby and the information and data furnished or made available by Seller to Purchaser, its agents and representatives in connection with Purchaser's investigation of the Property and the transactions contemplated by the Agreement; provided, however, that each party, its agents and representatives may disclose such information and data (a) to such party's accountants, attorneys, prospective lenders, accountants, partners, consultants and other advisors in connection with the transactions contemplated by this Agreement (collectively "Representatives") to the extent that such Representatives reasonably need to know (in Purchaser's or Seller's reasonable discretion) such information and data in order to assist, and perform services on behalf of, Purchaser or Seller; (b) to the extent required by any applicable statute, law, regulation, governmental authority or court order; and (c) in connection with any litigation that may arise between the parties in connection with the transactions contemplated by this Agreement. In the event of any conflict between the terms of this Section 17(l) and the terms of the Confidentiality Agreement referenced in Section 17(g) above, the terms of said Confidentiality Agreement shall control. Each party shall consult with the other party prior to making any press release or other disclosure intended for general circulation regarding the transactions contemplated hereunder. In no event shall any such disclosure or press release contain the purchase price.
Clause type: representations
and Warranties. The Company hereby represents and warrants to the Holder that all Shares which may be issued upon the exercise of the purchase right represented by this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws.
Clause type: compensation
 Total compensation under this Contract shall not exceed $65,588.00 in the Initial Term. MPS reserves the right to determine in its sole discretion whether services have been adequately and fully delivered; to withhold payment until services are fully and adequately delivered; or to disallow a pro rata share of payments for services not fully and adequately delivered. Milwaukee Public Schools does not pay in advance for services. No payment shall be made until a properly submitted invoice is approved. Invoices shall be submitted to: Milwaukee Public School Division of Special Services Attn: Jennifer Mims-Howell, Director 6620 W. Capitol Drive Milwaukee, WI 53216 A properly submitted invoice must include a detailed description of the dates and times worked, and the tasks performed. As a matter of practice, MPS attempts to pay all invoices in 30 days. It is mutually agreed that State Prompt pay law does not apply to this Contract. Unless otherwise specified, MPS shall not pay invoices submitted more than 60 days after actual work. In the case of grant funding, no payments shall be made after grant close out. Final invoices must be marked as such.
Clause type: base-salary
 For all services rendered by Employee during the term of this Agreement, the Company shall pay Employee a minimum annual base salary of $172,000.00, payable in equal semi-monthly installments, less applicable withholdings. Employee's base salary will be subject to review and possible upward adjustment, subject to the sole discretion of the Company.
Clause type: taxes
 Pay its obligations in respect of all Tax liabilities, assessments and governmental charges, before the same shall become delinquent or in default, except where (i) the amount or validity thereof is being contested in good faith by appropriate proceedings and the Borrower or a Subsidiary thereof has set aside on its books adequate reserves therefor in accordance with GAAP or (ii) the failure to make payment could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
Clause type: severability
If any provision of this Agreement, or its application to any person, place, or circumstance, is held by an arbitrator or a court of competent jurisdiction to be invalid, unenforceable, or void, such provision shall be enforced to the greatest extent permitted by law, and the remainder of this Agreement and such provision as applied to other persons, places, and circumstances shall remain in full force and effect.
Clause type: headings
The headings in this Agreement are for convenience only and will not limit or otherwise affect any of the terms hereof.
Clause type: investments
 Purchase or hold beneficially any stock or other securities of, or make any investment or acquire any interest whatsoever in, any other Person, except for (i) the common stock of any Subsidiaries owned by Borrower on the date of this Agreement, as more particularly described in the Schedule of Subsidiaries attached hereto, (ii) certificates of deposit or time deposits with Bank, and (iii) direct obligations of the United States of America, or any agency thereof, maturing within one (1) year from the date of acquisition thereof.
Clause type: investments
 The Borrowers and the Subsidiary Guarantors shall not, nor shall they permit any of their Subsidiaries to make or own any Investment in any Person except:
Clause type: loans
 3.1. On each Loan Subscription Date, not later than the time specified by FRBNY (such time to be posted to the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to Lender, in the manner specified by FRBNY from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form provided in the TALF Standing Loan Facility Procedures. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto.
Clause type: compensation
 Section 6.1 The Companies and DSC acknowledge that the compensation to be paid hereunder to DSC is intended to induce DSC to provide services under this Agreement of a nature and quality which the Boards of Directors or Trustees of the Companies, including a majority who are not parties to this Agreement or interested person of the parties hereto, have determined after due consideration to be necessary for the conduct of the business of a Portfolio in the best interests of a Portfolio and its shareholders.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all of which together will constitute one and the same agreement.
Clause type: definitions
The following words and phrases, unless the context otherwise requires, shall have the following meanings:
Clause type: definitions
As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
Clause type: representations
and Warranties. Each Borrower hereby represents and warrants to the Agent and the Lenders as follows:
Clause type: interest
 All Loans and other monetary Obligations shall bear interest at the interest rate(s) set forth in Section 1(e) of Annex I, and accrued interest shall be payable (a) on the first day of each month in arrears, (b) upon a prepayment of Loan in accordance with Section 2.6 and (c) on the Maturity Date; provided that after the occurrence and during the continuation of an Event of Default, all Loans and other monetary Obligations shall bear interest at a rate per annum equal to two (2) percentage points (2.00%) in excess of the rate otherwise applicable thereto (the “Default Rate”), and all such interest shall be payable on demand. Changes in the interest rate shall be effective as of the first day of each month based on the LIBOR Rate or Base Rate, as applicable, in effect on such date. Subject to Section 3.6 and so long as no Event of Default shall have occurred and be continuing, all Loans shall constitute LIBOR Loans. Upon the occurrence and during the continuance of an Event of Default, at the election of Agent, all Loans shall constitute Base Rate Loans.
Clause type: ownership_of_shares
 Except as otherwise provided in this Agreement or the Plan, the Participant shall have all rights of a shareholder with respect to the Shares (including Unvested Shares), including without limitation the right to receive dividends and the right to vote the Shares, for record dates occurring on or after the Grant Date and prior to the date, if any, on which the Shares are forfeited in accordance with this Agreement.
Clause type: whereas
the Compensation Committee of the Board of Directors of the Company (the “Committee”) has determined that it is in the best interests of the Company and its stockholders to grant to the Participant an award of Restricted Stock Units as provided herein and subject to the terms set forth herein.