bhaskrr/legal-clauses huggingface dataset:
Clause type: payment_terms
 The PROVIDING PARTY shall invoice the RECEIVING PARTY on a monthly basis in arrears for Corporate Service Fees plus Transition Assistance Fees, as calculated in accordance with Section 3.1 and Schedule 1.1(a). In addition, the PROVIDING PARTY shall promptly notify the RECEIVING PARTY, no more frequently than monthly, of the aggregate amount of Out of Pocket Costs to be reimbursed or paid. The RECEIVING PARTY shall pay by electronic funds transfer or other method satisfactory to PROVIDING PARTY and RECEIVING PARTY, in full, the monthly amount so invoiced and the Out of Pocket Costs incurred, within thirty (30) days after the date on which the PROVIDING PARTY's monthly invoice or notification of Out of Pocket Costs, as the case may be, was received. All invoices shall include, without limitation, the category of applicable Corporate Service or Transition Assistance Service (as the case may be), a brief description of the Out of Pocket Costs (if applicable), the billing period, and such other information as RECEIVING PARTY may reasonably request. Should RECEIVING PARTY dispute any portion of the amount due on any invoice or require any adjustment to an invoiced amount, or dispute any Out of Pocket Costs for which it received notification, then RECEIVING PARTY shall notify PROVIDING PARTY in writing of the nature and basis of the dispute and/or adjustment as soon as reasonably possible using, if necessary, the dispute resolution procedures set forth in Section 1.4. The Parties shall use their reasonable best efforts to resolve the dispute prior to the payment due date.
Clause type: loans
 Make advances, loans or extensions of credit to any Person, including particularly, but without limitation, to any Unrestricted Affiliate or Unrestricted Subsidiary, except with respect to (a) the extension of commercial trade credit to unaffiliated Persons in connection with the sale of Inventory or the provision of services in the Ordinary Course of Business, (b) if multiple Borrowers exist, loans and advances made to one Borrower by another Borrower, but all such loans and advances shall, if requested by Lender, be evidenced by one or more promissory notes (which may be “master” notes evidencing multiple or “revolving” loans), issued to the order of the lending Borrower, which promissory notes shall be pledged to Lender -52-
Clause type: loans
 Unless the Board has authorized such action, no officer or agent of the Company shall contract for a loan on behalf of the Company or issue any evidence of indebtedness in the Company's name.
Clause type: capitalization
 On and as of the Fifth Amendment Effective Date and after giving effect to the Restructuring, all outstanding shares of capital stock of the Credit Parties have been duly and validly issued and are fully paid and non-assessable (except as such rights may arise under mandatory provisions of applicable statutory law that may not be waived) and are owned directly or indirectly by, in the case of any Borrower, Holdings, or another Credit Party, or, in the case of any other Credit Party other than Holdings, another Credit Party. None of the Borrowers nor any Restricted Subsidiary that is a Credit Party has outstanding any capital stock or other securities convertible into or exchangeable for their capital stock or any rights to subscribe for or to purchase, or any options for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, their capital stock. As used in this Section 9(f), “Borrower” shall have the meaning assigned to such term in the Credit Agreement, as amended hereby.
Clause type: dividends
 (a) Except as permitted by Section 8.2.4(b), Micro will not declare or pay any dividends (in cash, property, or obligations) or any other payments or distributions on account of, or set apart money for a sinking or analogous fund for, or purchase, redeem, retire or otherwise acquire for value, any shares of its capital stock now or hereafter outstanding or any warrants, options or other rights to acquire the same; return any capital to its stockholders as such; or make any distribution of assets to its stockholders as such (each a “Restricted Payment”).
Clause type: compensation
 The Trust agrees to pay the Administrator the fees set forth in or pursuant to the Administrative Services Agreement (the "Administration Fee").
Clause type: now
THEREFORE in consideration of the foregoing and of the respective covenants and agreements of the parties herein, it is AGREED as follows:
Clause type: indemnification
The Contractor agrees to indemnify, defend, and hold harmless the State, its agents, officials, and employees from all third party claims and suits including court costs, attorney’s fees, and other expenses caused by any act or omission of the Contractor and/or its subcontractors, if any, in the performance of this Contract. The State will not provide indemnification to the Contractor.
Clause type: base-salary
 During the Term, Executive shall receive a base salary (the “Base Salary”) at an annual rate of $1,300,000. Base Salary shall be paid at such times and in such manner as the Company customarily pays the base salaries of its employees. In the event that Executive’s Base Salary is increased by the Board in its discretion at any time during the Term, such increased amount shall thereafter constitute the Base Salary.
Clause type: taxes
 (a) To the Fund’s Knowledge, each of the Fund and the Subsidiaries of the Fund and any consolidated, combined, unitary or aggregate group for tax purposes of which the Fund or any Subsidiary of the Fund is or has been a member has timely filed all Tax Returns required to be filed by it (after giving effect to any filed extension properly granted by a Tax Authority having authority to do so) and has timely paid all Taxes shown on such Tax Returns as required to be paid by it except Taxes that are
Clause type: base-salary
 The Company shall pay the Executive, in accordance with the Company's regular payroll practices applicable to salaried employees, an annualized base salary at the rate in effect on the date of this Agreement, as the same may from time to time be increased or decreased at the sole discretion of the Compensation Committee of the Board (the "Compensation Committee").
Clause type: base-salary
 Commencing on the date hereof and continuing for the next twelve (12) months of employment hereunder, the Company shall pay the Employee, in equal monthly installments, a minimum base salary at the rate of $182,464.00 per year. In connection with the annual review required by subparagraph 4.3 hereof, the Employee’s base salary shall be reviewed and in light of such review may be increased (but not decreased), taking into account any change in the Employee’s responsibilities, performance of the Employee and other pertinent factors. Payment of any increase in the Employee’s base salary (if any) shall commence no later than July 1st of the year in which the increase is granted.
Clause type: entire
Agreement. This Agreement and the other Loan Documents embody the final, entire agreement among the parties hereto and supersede any and all prior commitments, agreements, representations, and understandings, whether written or oral, relating to the subject matter hereof and thereof and may not be contradicted or varied by evidence of prior, contemporaneous, or subsequent oral agreements or discussions of the parties hereto. To the extent any term of this Agreement is inconsistent with a term of any other Loan Document to which the parties of this Agreement are party, the term of this Agreement shall control to the extent of such inconsistency. There are no oral agreements among the parties hereto.
Clause type: interest
 (a) Subject to the provisions of subsection (b) below, (i)each Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate; (ii)each Base Rate Committed Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii)each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to (A)the Base Rate plus the Applicable Rate or (B)such other rate mutually agreeable to the Swing Line Lender and the Borrower.
Clause type: headings
The headings of the Sections of this Agreement are for convenience of reference only and are not to be considered in construing the terms and provisions of this Agreement. If the foregoing is in accordance with your understanding, kindly indicate your acceptance hereof by signing and returning to us the enclosed copy hereof. Very truly yours, CREDIT SUISSE FUNDS LISTED ON EXHIBIT A By: /s/Steven B. Plump Name: Steven B. Plump Title: Chief Executive Officer and President Accepted: CREDIT SUISSE ASSET MANAGEMENT SECURITIES, INC. By: /s/Steven B. Plump Name: Steven B. Plump Title: President Credit Suisse Capital Appreciation Fund Credit Suisse Capital Funds Credit Suisse Large Cap Value Fund Credit Suisse Small Cap Value Fund Credit Suisse Total Return Global Fund Credit Suisse Cash Reserve Fund, Inc. Credit Suisse Commodity Return Strategy Fund Credit Suisse Emerging Markets Fund Credit Suisse Fixed Income Fund Credit Suisse Global Fixed Income Fund, Inc. Credit Suisse Global High Yield Fund, Inc. Credit Suisse Global Small Cap Fund, Inc. Credit Suisse Institutional Fixed Income Fund, Inc. Credit Suisse Institutional Fund, Inc. Capital Appreciation Portfolio International Focus Portfolio Large Cap Value Portfolio Credit Suisse Institutional Money Market Fund, Inc. Government Portfolio Prime Portfolio Credit Suisse International Focus Fund, Inc. Credit Suisse Japan Equity Fund, Inc. Credit Suisse Large Cap Blend Fund, Inc. Credit Suisse Mid-Cap Growth Fund, Inc. Credit Suisse New York Municipal Fund Credit Suisse Opportunity Funds Credit Suisse High Income Fund Credit Suisse Short Duration Bond Fund Credit Suisse Small Cap Growth Fund, Inc. Credit Suisse Trust Blue Chip Portfolio Commodity Return Strategy Portfolio Emerging Markets Portfolio Global Small Cap Portfolio International Focus Portfolio Large Cap Value Portfolio Mid-Cap Growth Portfolio Small Cap Growth Portfolio Small Cap Value Portfolio
Clause type: payment_terms
 Customer will provide Solution Tree with a purchase order made out to Solution Tree, 555 N. Morton St., Bloomington, IN 47404, for the full amount due under this Agreement upon execution of this Agreement (the “Purchase Order Due Date”). A non-refundable deposit of 20% of the Onsite Professional Development amount will be invoiced upon execution of this Agreement. The total includes any travel, lodging, and incidental expenses incurred by Solution Tree. All payments are due net 30 days from the actual date of invoice. All past due invoices are subject to a finance charge of 1.5% monthly. Solution Tree will invoice Customer off of the purchase order based on the following schedule: Description Payment Expected Invoice Date
Clause type: miscellaneous
Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated except by a writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. This Agreement may be signed in any number of counterparts, each of which shall be deemed an original, which taken together shall constitute one and the same instrument.
Clause type: confidentiality
Each Party understands that in connection with this transaction, it has been furnished and will be furnished Non-Public Personal Information and/or Personally Identifiable Financial Information (as those terms are defined in Sections 573.3(n) and (o) of the Office of Thrift Supervision Regulations on Privacy of Consumer Information published at 12 C.F.R. Chapter V implementing Title V of the Gramm-Leach-Bliley Act), and other information regarding the policies and plans of the other Party and its affiliates that is and has been designated as confidential and proprietary, and each Party agrees that it will maintain the confidentiality of such information and will not disclose it to others (except for its affiliates and its and their respective directors, managers, officers, employees, financing sources, agents, representatives and advisors), or use it except in connection with the proposed acquisition contemplated by this Agreement, without the prior written consent of the Party furnishing such information. Information which is generally known in the industry concerning a Party or among such Party’s creditors generally or which has been disclosed to the other Party by third parties who have a right to do so shall not be deemed confidential or proprietary information for these purposes. If Purchaser, any of its affiliates or any officer, director, employee or agent of any of the foregoing is at any time requested or required to disclose any information supplied to it in connection with the transactions contemplated hereby, Purchaser agrees to provide Seller with prompt notice of such request(s) so that Seller may seek an appropriate protective order and/or waive Purchaser’s compliance with the terms of this Section 12.02. If Seller, any of its affiliates or any officer, director, employee or agent of any of the foregoing is at any time requested or required to disclose any information supplied to it in connection with the transactions contemplated hereby, Seller agrees to provide Purchaser with prompt notice of such request(s) so that Purchaser may seek an appropriate protective order and/or waive Seller’s compliance with the terms of this Section 12.02. Notwithstanding the terms of this Section 12.02, if, in the absence of a protective order or the receipt of a waiver hereunder, Purchaser or Seller is nonetheless, in the opinion of its counsel, compelled to disclose information concerning the other Party to any tribunal or else stand liable for contempt or ...
Clause type: governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules of such state.
Clause type: loans
 Loans to a Participant are not permitted |_| or, if this box is checked, are permitted.
Clause type: ownership_of_shares
 Such Stockholder is the record and beneficial owner of the Shares, free and clear of any Encumbrance and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Shares, other than any such restriction that has been waived with respect to this Agreement and the Merger Agreement and the agreements and transactions contemplated hereby and thereby).
Clause type: investment-company-act
 No Property Owner is required to be registered as an investment company under the Investment Company Act of 1940, as amended.
Clause type: now
THEREFORE in consideration of the mutual terms and covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
Clause type: taxes
 (i) Each of the Company and its Subsidiaries has filed or has caused to be filed all material tax returns required to be filed by it (or requests for extensions, which requests have been granted and have not expired), and all such returns are complete and accurate in all material respects. Each of the Company and its Subsidiaries has either paid or caused to be paid all material taxes due and owing by the Company and its Subsidiaries to any Governmental Entity, or the most recent financial statements contained in the Filed SEC Documents reflect an adequate reserve (excluding any reserves for deferred taxes), if such a reserve is required by GAAP, for all material taxes payable by the Company and its Subsidiaries, for all taxable periods and portions thereof ending on or before the date of such financial statements.
Clause type: financing
 The Institute will be financed by $0.15 for each hour worked by all Employees. The parties will also seek and use funds from federal, state and local governmental agencies.
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of (i) 35,000,000 shares of Company Common Stock, of which, as of the close of business on February 25, 2008, 5,863,713 shares (including an aggregate of 304,842 Restricted Shares for which the restrictions have not lapsed) were issued and outstanding and 4,639,900 shares were held in the treasury of the Company, and (ii) 15,000,000 shares of preferred stock of the Company, of which, as of the close of business on February 25, 2008, 6,956,522 were designated Company Convertible Preferred Stock, 6,956,522 shares of which were issued and outstanding and no shares of which were held in the treasury of the Company. All of the issued and outstanding shares of such Company Common Stock and Company Convertible Preferred Stock are duly authorized, validly issued, fully paid and nonassessable, and, other than as set forth in the Company’s certificate of incorporation (including the Designations, Preferences and Rights of the Company Convertible Preferred Stock, as amended (the “Certificate of Designations”)), were issued free of any preemptive (or similar) rights. No shares of Company Stock have been issued in violation of any preemptive (or similar) rights.
Clause type: base-salary
 During the Term, the Employer shall pay or cause to be paid to the Executive an initial annualized base salary, payable in equal installments during each year of the Term (the “Base Salary”) equal to Five Hundred Twenty-Five Thousand Dollars ($525,000) (the “Base Amount”). The Base Amount shall be increased upon each anniversary of the date of this Agreement by an amount equal to the greater of: (a) five percent (5%) of the Base Amount then in effect; or (b) the product derived by multiplying: (i) the Base Amount then in effect; by (ii) the percentage increase in the Consumer Price Index published by the federal Bureau of Labor Statistics for the New York, New York metropolitan area during the previous twelve (12) full calendar months. The Compensation Committee additionally shall review the Executive’s Base Amount at least annually and the Compensation Committee may increase, but not decrease, the Base Amount in an amount greater than the increase required by the preceding sentence.
Clause type: grant
 2.1 The Landlord lets with full title guarantee the Property to the Tenant for the Contractual Term.
Clause type: financing
 It has sufficient funds available to it to purchase all of the Purchase Shares pursuant to this Agreement.
Clause type: notices
Any notices, consents, waivers, or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon confirmation of receipt, when sent by facsimile; (iii) three (3) days after being sent by U.S. certified mail, return receipt requested, or (iv) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: If to the Company, to: U.S. Helicopter Corporation 6 East River Piers Downtown Manhattan Heliport New York, NY 10004 Attention: Chief Executive Officer Telephone: (212) 248-2002 Facsimile: (212) 248-0940 With a copy to: Gallagher, Briody, and Butler Princeton Forrestal Village 155 Village Boulevard Princeton, NJ 08540 Attention: Thomas P. Gallagher, Esq. Telephone: (609) 452-6000 Facsimile: (609) 452-0090 If to the Buyer(s), to its address and facsimile number on Schedule I, with copies to the Buyer's counsel as set forth on Schedule I. Each party shall provide five (5) days' prior written notice to the other party of any change in address or facsimile number.
Clause type: base-salary
 The Company agrees to pay to the Executive a base salary at an annual rate of not less than US$100,000, payable in accordance with the regular payroll practices of the Company. The Executive's Base Salary shall be subject to annual review by the Board (or a committee thereof). The base salary as determined herein from time to time shall constitute "Base Salary" for purposes of this Agreement.
Clause type: employee_benefits
 During the Term, Executive shall be entitled to participate in such of Company's employee benefit plans and benefit programs, including medical, hospitalization, dental, disability, accidental death and dismemberment and travel accident plans and programs, as may from time to time be provided by Company for its senior executives generally. In addition, during the Term Executive shall be eligible to participate in all pension, retirement, savings and other employee benefit plans and programs maintained from time to time by Company for the benefit of its senior executives generally. Company shall have no obligation, however, to maintain any particular program or level of benefits referred to in this Section 3.3.
Clause type: headings
Captions and headings contained in this Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing this Agreement.
Clause type: counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Confirmation of execution by electronic transmission of a facsimile signature page shall be binding upon any party so confirming.
Clause type: interest
 Subject to any adjustment pursuant to Section 2.05 or Section 2.09 of this Seventh Supplemental Indenture, the Notes shall bear interest at a rate equal to 2.500% per annum computed on the basis of a 360-day year consisting of twelve (12) 30-day months. Interest will accrue from March 29, 2010 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be. Interest is payable semi-annually on March 26 and September 26 of each year (each, an “Interest Payment Date”), commencing September 26, 2010, and until full repayment of the outstanding principal of the Notes, to the Person in whose name the Notes were registered at the close of business on the Regular Record Date until the principal thereof is paid or made available for payment, subject to Section 2.05(a) below (except that payment of interest due at the Stated Maturity or on a Redemption Date will be made to the Person to whom payment of the principal of the Notes will be made).
Clause type: investments
 Directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: