bhaskrr/legal-clauses huggingface dataset:
Clause type: grant
 The Corporation hereby grants to Participant, on the Date of Grant (set forth on the final page of this Agreement) the number of Restricted Stock Units set forth on the final page of this Agreement (the “RSUs”), on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan. Each RSU represents the right to receive payment in respect of one share of Common Stock of the Corporation (a “Share”) as of the Settlement Date (as defined below), subject to the terms of this Agreement and the Plan. The RSUs are subject to the restrictions described herein, including forfeiture under the circumstances described in Section 4 hereof. The RSUs shall vest and become nonforfeitable in accordance with Section 2 and Section 4 hereof.
Clause type: base-salary
 Commencing January 1, 2012, the Company shall pay Executive a base salary at an annualized rate of four hundred twenty thousand dollars ($420,000), payable in installments on the Company’s regular payroll dates. The Board shall review Executive’s base salary annually during the Employment Period and may increase (but not decrease without the prior written consent of Executive) such base salary from time to time, based on its periodic review of Executive’s performance in accordance with the Company’s regular policies and procedures. The annual base salary payable to Executive from time to time under this Section 3 shall hereinafter be referred to as the “Base Salary.”
Clause type: ownership_of_shares
 Neither Parent nor Purchaser, nor any of their affiliates or associates, is, or at any time during the last three (3) years has Parent or Purchaser or any of their affiliates or associates been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL. Neither Parent nor Purchaser, nor any of their affiliates and associates, beneficially owns any Shares or other securities of the Company or any options, warrants or other rights to acquire any economic interest in, the Company. Neither Parent nor Purchaser nor any of their Affiliates are an Affiliate of the Company within the meaning of that term under the U.S. federal securities Laws.
Clause type: capitalization
 The authorized, issued and outstanding capitalization is as set forth in the Registration Statement, the General Disclosure Package and the Prospectuses as of the dates referred to therein (other than the grant of additional options under the Company’s existing stock option plan, or changes in the number of outstanding Common Shares due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, Common Shares outstanding on the date hereof or as a result of issuances pursuant to this Agreement). The outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the pre-emptive or other similar rights of any securityholder of the Company.
Clause type: taxes
 If a Holder of a Security is paid in Common Stock, the Company shall pay any documentary, stamp or similar issue or transfer tax due on such issue of shares of Common Stock. However, the Holder shall pay any such tax which is due because the Holder requests the shares of Common Stock to be issued in a name other than the Holder's name. The Paying Agent may refuse to deliver the certificates representing the Common Stock being issued in a name other than the Holder's name until the Paying Agent receives a sum sufficient to pay any tax which will be due because the shares of Common Stock are to be issued in a name other than the Holder's name. Nothing herein shall preclude any income tax withholding required by law or regulations.
Clause type: investments
 (a) During the Suspension Period, all expenditures made and all liabilities incurred (contingently or otherwise) for the acquisition of Capital Stock or Indebtedness of, or in respect of any guaranties (or other commitments as described under the definition of Indebtedness) of the obligations or Indebtedness of, or obligations of, or loans, advances, capital contributions or transfers of property to, any Person, but excluding accrued interest or earnings thereon. In determining the aggregate amount of Investments outstanding at any particular time: (i) the amount of any Investment represented by a guaranty shall be taken at not less than the principal amount of the obligations guaranteed and still outstanding; (ii) there shall not be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise, (iii) there shall not be deducted from the aggregate amount of Investments any decrease in the value thereof, and (iv) there shall be deducted in respect of the total amount of Investments (A) the amount of Net Cash Equity Issuance Proceeds of any Equity Issuance by the Borrower or the Parent, (B) the amount of Net Cash Debt Issuance Proceeds of any issuance of Permitted Parent Indebtedness, but in each of (A) and (B) above, only to the extent that such proceeds (1) are not subject to a mandatory prepayment under §4.4, (2) are not used or intended for use by the Parent in connection with any redemption, purchase or other acquisition or extinguishment of any Parent Preferred Stock or Common Stock of the Parent, (3) are not used or intended for use in connection with any redemption, purchase or other acquisition or extinguishment of any Indebtedness of the Borrower, the Parent or any Subsidiary (except a voluntary prepayment of the Revolving Credit Loans at par that does not reduce the Revolving Credit Commitment), (4) are not used or intended for use in connection with a Dutch Auction, and (5) of the Parent are concurrently with such transaction contributed to the Borrower in cash as equity, and (C) any deferred purchase price of Asset Sales (excluding the sale of KMVN), but only to the extent (1) such deferred purchase price was an Investment included in the calculation of outstanding Investments at the time of such Asset Sale and at all times prior to such date of determination, and (2) such amounts are applied to prepay the Loans at par in accordance with the terms of this Credit Agreement. ...
Clause type: confidentiality
Each party hereto agrees with the other that, unless and until the transactions contemplated by this Agreement have been consummated, it and its representatives will hold in strict confidence all data and information obtained with respect to another party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other party, and shall not use such data or information or disclose the same to others, except (i) to the extent such data or information is published, is a matter of public knowledge, or is required by law to be published; or (ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement. In the event of the termination of this Agreement, each party shall return to the other party all documents and other materials obtained by it or on its behalf and shall destroy all copies, digests, work papers, abstracts or other materials relating thereto, and each party will continue to comply with the confidentiality provisions set forth herein.
Clause type: severability
In case any one or more of the provisions contained in this Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and any other application thereof shall not in any way be affected or unpaired thereby.
Clause type: assignment
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
Clause type: confidentiality
Each Lender agrees to keep confidential any written or oral information (a) provided to it by or on behalf of the Borrower or any of its Subsidiaries pursuant to or in connection with this Agreement or (b) obtained by such Lender based on a review of the books and records of the Borrower or any of its Subsidiaries; provided that nothing herein shall prevent any Lender from disclosing any such information (i) to the Administrative Agent or any other Lender, (ii) to any Transferee or prospective Transferee or any swap counterparty so long as delivery of such information is made subject to the requirement that such information be kept confidential in the manner contemplated by this Section 11.20, (iii) to its employees or affiliates involved in the administration of this Agreement, directors, agents, attorneys, accountants and other professional advisors (each of which shall be instructed to hold the same in confidence), (iv) upon the request or demand of any Governmental Authority having jurisdiction over such Lender, (v) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vi) which has been publicly disclosed other than in breach of this Agreement, (vii) in connection with the exercise of any remedy hereunder, (viii) to any credit insurance provider relating to the Borrower and its obligations or any rating agency when required by it, provided that, prior to any disclosure, such credit insurance provider or rating agency shall agree in writing to preserve the confidentiality of any confidential information relating to the Borrower received by it, (ix) to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Loans, provided that, prior to any disclosure, the CUSIP Service Bureau or such similar agency shall agree in writing to preserve the confidentiality of any confidential information relating to the Borrower received by it, or (x) if the Borrower has consented to such disclosure in writing in its sole discretion. It is understood and agreed that the Borrower, its Subsidiaries and their respective affiliates may rely upon this Section 11.20 for any purpose, including without limitation to comply with Regulation FD promulgated by the SEC.
Clause type: definitions
In addition to the terms defined in the body of this Agreement, for purposes of this Agreement, the following capitalized words shall have the meanings indicated below:
Clause type: entire
Agreement. Attachment 1 - Resale Attachment 2 - Network Elements and Other Services Attachment 3 - Network Interconnection Attachment 4 - Collocation Attachment 5 - Access to Numbers and Number Portability Attachment 6 – Pre-Ordering, Ordering, Provisioning and Maintenance and Repair Attachment 7 - Billing Attachment 8 - Rights-of-Way, Conduits and Pole Attachments Attachment 9 - Performance Measurements Attachment 10- BellSouth Disaster Recovery Plan Attachment 11–Bona Fide Request and New Business Request Process THIS AGREEMENT is made by and between BellSouth Telecommunications, Inc., (BellSouth), a Georgia corporation, and Image Access, Inc. d/b/a NewPhone and in Florida, Image Access, Inc. d/b/a NewPhone, Inc. (Image Access), a Louisiana corporation, and shall be effective on the Effective Date, as defined herein. This Agreement may refer to either BellSouth or Image Access or both as a “Party” or “Parties.”
Clause type: compensation
 In consideration of the Services, PIMCO agrees to pay to the Company a service fee at an annual rate equal to ( ) basis points (%) of the average daily value of the Shares held in the Separate Accounts. Such payments will be made monthly in arrears. For purposes of computing the payment to the Company under this paragraph 2, the average daily value of Shares held in the Separate Accounts over a monthly period shall be computed by totaling such Separate Accounts’ aggregate investment (Share net asset value multiplied by total number of Shares held by such Separate Accounts) on each business day during the calendar month, and dividing by the total number of business days during such month. The payment to the Company under this paragraph 2 shall be calculated by PIMCO at the end of each calendar month and will be paid to the Company within 30 days thereafter. Payment will be accompanied by a statement showing the calculation of the monthly amounts payable by PIMCO and such other supporting data as may be reasonably requested by the Company.
Clause type: interest
 The unpaid principal balance of this Promissory Note from time to time outstanding shall bear interest at the rate of ten percent (10%) per annum, computed on the basis of a 360-day year for the actual number of days elapsed.
Clause type: assignment
This Affiliate Agreement and all obligations of Stockholder hereunder are personal to Stockholder and may not be transferred or delegated by Stockholder at any time. Parent may freely assign any or all of its rights under this Affiliate Agreement, in whole or in part, to any other person or entity without obtaining the consent or approval of Stockholder.
Clause type: whereas
Section 15.01 of the Base Indenture provides for the Company and the Trustee to enter into an indenture supplemental to the Base Indenture to establish the form or terms of Securities of any series as provided by Sections 2.01 and 3.01 of the Base Indenture;
Clause type: confidentiality
Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Borrower and its obligations, (g) with the consent of the U.S. Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source other than a Borrower. For the purposes of this Section, “Information” means all information received from any Borrower relating to the U.S. Borrower or any of its Subsidiaries or their business, other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by a Borrower. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
Clause type: representations
and Warranties. Each of the representations and warranties made by the Borrower in this Agreement that does not contain a materiality qualification shall be true and correct in all material respects on and as of the Effective Date, and each of the representations and warranties made by the Borrower in this Agreement that contains a materiality qualification shall be true and correct on and as of the Effective Date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true and correct in all material respects, or true and correct, as the case may be, as of such earlier date).
Clause type: loans
 Employee shall repay any outstanding Company loans (principal and accrued interest) on Employee's termination date unless the respective loan terms and conditions preclude repayment.
Clause type: whereas
the Advisor is willing to undertake to render such services, subject to the supervision of the Board, on the terms and conditions hereinafter set forth.
Clause type: representations
and Warranties. The representations and warranties of Parent and Merger Sub in this Agreement that are qualified as to materiality or by reference to Parent Material Adverse Effect shall be true in correct in all respects, or any such representation or warranty that is not so qualified as to materiality or by reference to Parent Material Adverse Effect shall be true and correct in all material respects, in each case, as of the date of this Agreement (except to the extent expressly made as of an earlier date, in which case such representations and warranties shall be so true and correct as of such earlier date). The representations and warranties of Parent and Merger Sub in this Agreement shall be true and correct in all respects, in each case, as of the Closing Date (except to the extent expressly made as of an earlier date, in which case such representations and warranties shall be so true and correct as of such earlier date), unless the failure of the representations and warranties to be true and correct, including the circumstances giving rise to such failure to be true and correct, considered individually or in the aggregate with all other such failures, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect (it being understood that, for the purposes of determining the accuracy of such representations and warranties, all materiality and Parent Material Adverse Effect qualifications contained in such representations and warranties shall be disregarded).
Clause type: base-salary
 As compensation for the services to be rendered by the Executive hereunder, the Company shall pay the Executive an annual base salary (the "Base Salary") of One Hundred Seventy Five Thousand Dollars ($175,000) during the first year of the Employment Term payable in accordance with the Company's then-current payroll practices, subject to all applicable employment and withholding taxes. Beginning on the first anniversary of the Commencement Date and continuing on each anniversary of the Commencement Date during the Employment Term and any Renewal Terms, Base Salary shall be increased by an amount equal to ten percent (10%) times the Base Salary then in effect, plus any additional amount determined by the Compensation Committee of the Company's Board of Directors.
Clause type: severability
If a court of competent jurisdiction determines that any clause or provision of this Agreement is invalid, illegal or unenforceable, the other clauses and provisions of the Agreement shall remain in full force and effect and the clauses and provision which are determined to be void, illegal or unenforceable shall be limited so that they shall remain in effect to the extent permissible by law.
Clause type: investments
 Except for Permitted Investments, directly or indirectly, make or acquire any Investment, or incur any liabilities (including contingent obligations) for or in connection with any Investment; provided, however, that (a) no Credit Party or any of its Subsidiaries (other than Second Street) shall have cash, Cash Equivalents and other Permitted Investments (other than in the Cash Management Accounts) in Deposit Accounts or Securities Accounts (other than Deposit Accounts exclusively used to fund payroll obligations): (i) located in the United States in an amount in excess of $25,000 in the aggregate at any one time unless such Credit Party or such Subsidiary, as applicable, and the applicable securities intermediary or bank have entered into a Control Agreement governing such cash, Cash Equivalents and other Permitted Investments in order to perfect (and further establish) the Agent’s Liens therein or (ii) located outside the United States in an amount in excess of $5,500,000 in the aggregate at any one time unless such Credit Party or such Subsidiary, as applicable, and the applicable securities intermediary or bank have entered into a Control Agreement governing such cash, Cash Equivalents and other Permitted Investments in order to perfect (and further establish) the Agent’s Liens therein and (b) Second Street shall not have cash, Cash Equivalents and other Permitted Investments in an aggregate amount in excess of $5,500,000 for more than five (5) consecutive Business Days. Subject to the foregoing proviso, the Credit Parties shall not and shall not permit their respective Subsidiaries to establish or maintain any Deposit Account or Securities Account unless Agent shall have received a Control Agreement in respect of such Deposit Account or Securities Account.
Clause type: base-salary
 Executive shall be paid a base salary of Two Hundred Fifty Thousand Dollars ($250,000.00) per annum for the Term payable, less applicable withholding, in equal monthly payments or more frequently in accordance with Company’s regular practice. Upon extension of the Term, Executive’s base salary will be set by the Compensation Committee of Company; provided, however, that Executive’s base salary shall not be reduced from the base salary immediately previously in effect.
Clause type: counterparts
This Agreement may be executed in any number of counterparts. Each counterpart, when executed and delivered, shall be an original contract, but all counterparts, when taken together, shall constitute one and the same Agreement.
Clause type: termination
Notwithstanding anything herein to the contrary, this Agreement may be terminated and the transaction abandoned at any time prior to the Closing (i) by mutual written consent of all the Parties, or (ii) by any Party with written notice to the other Parties if the Closing does not occur on or before June 30, 2017, or (iii) in the event a Party materially breaches this Agreement, by any other Party (a “Terminating Party”) with written notice of such termination to all other Parties; provided that the right to terminate this Agreement under this Section 8.5 shall not be available to (A) any Terminating Party who is then in breach of this Agreement or (B) any Terminating Party whose failure to fulfill in any respect any of its obligations under this Agreement has been the cause of, or materially contributed to, the material breach of this Agreement by such breaching Party. If any Party breaches this Agreement before the termination of this Agreement, such Party shall not be released from its obligations arising from such breach on termination. If this Agreement terminates, the Parties shall be released from their obligations under this Agreement, except in respect of any obligation stated, explicitly or otherwise, to continue to exist after the termination of this Agreement.
Clause type: definitions
(i) The definitions of “Business Day” and “Repurchase Price” set forth in Section 1 of the Purchase Agreement shall be deleted and replaced in their entirety as follows: