bhaskrr/legal-clauses huggingface dataset:
Clause type: assignment
The rights and obligations of the parties to this Agreement shall not be assignable or delegable, except that (i) in the event of the Executive’s death, the personal representative or legatees or distributees of the Executive’s estate, as the case may be, shall have the right to receive any amount owing and unpaid to the Executive hereunder and (ii) the rights and obligations of the Company hereunder shall be assignable and delegable in connection with any subsequent merger, consolidation, sale of all or substantially all of the assets or equity interests of the Company or similar transaction involving the Company or a successor corporation. The Company shall require any successor to the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.
Clause type: compensation
 During the Term of this Agreement, Executive’s compensation shall be determined and paid as follows:
Clause type: definitions
Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:
Clause type: dividends
 The accrual of dividends, if any, on the Warrant Shares issued upon the valid exercise of any Warrant will be governed by the terms generally applicable to the Common Stock. From and after the issuance of such Warrant Shares, the former holder of the Warrants exercised will be entitled to the benefits generally available to other holders of Common Stock and such former holder’s right to receive payments of dividends and any other amounts payable in respect of the Warrant Shares shall be governed by, and shall be subject to, the terms and provisions generally applicable to the Common Stock.
Clause type: indemnification
The Trust shall indemnify to the fullest extent permitted by law each of its Trustees, former Trustees, Trustees emeritus, Advisory Board Members and officers and persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor, or otherwise, and may indemnify any trustee, director or officer of a predecessor organization (each an “Indemnified Person”), and may indemnify its employees and agents, against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and expenses including reasonable accountants’ and counsel fees) reasonably incurred in connection with the defense or disposition of any action, suit or other proceeding of any kind and nature whatsoever, whether brought in the right of the Trust or otherwise, and whether of a civil, criminal or administrative nature, before any court or administrative or legislative body, including any appeal therefrom, in which he or she may be involved as a party, potential party, non-party witness or otherwise or with which he or she may be threatened, while as an Indemnified Person or thereafter, by reason of being or having been such an Indemnified Person, except that no Indemnified Person shall be indemnified against any liability to the Trust or its Shareholders to which such Indemnified Person would otherwise be subject by reason of bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duties involved in the conduct of such Indemnified Person’s office (such willful misfeasance, bad faith, gross negligence or reckless disregard being referred to herein as “Disabling Conduct”). Expenses, including accountants’ and counsel fees so incurred by any such Indemnified Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be promptly paid from time to time, and the expenses of the Trust’s employees or agents may be paid from time to time, by the Trust or a Series in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article 8 and either (i) such Indemnified Person provides security for such undertaking, (ii) the Trust is insured against losse...
Clause type: employee_benefits
 As a regular employee of the Company, you will continue to be eligible to participate in a number of Company-sponsored benefits. In addition, you will continue to be entitled to paid vacation in accordance with the Company’s vacation policy, as in effect from time to time. The Company reserves the right to modify, amend, suspend, or terminate the benefit plans, programs, and policies it offers to its employees at any time.
Clause type: headings
The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement. Very truly yours, TRITON PCS HOLDINGS, INC. By:____________________________________________ Name: Title: Accepted as of the date hereof MORGAN STANLEY & CO. INCORPORATED LEHMAN BROTHERS INC. SALOMON SMITH BARNEY INC. FIRST UNION SECURITIES, INC. J.P. MORGAN SECURITIES INC. Acting severally on behalf of themselves and the several U.S. Underwriters named in Schedule I hereto. By: Morgan Stanley & Co. Incorporated By:__________________________________________________________________ Name: Title: MORGAN STANLEY & CO. INTERNATIONAL LIMITED LEHMAN BROTHERS INTERNATIONAL (EUROPE) SALOMON BROTHERS INTERNATIONAL LIMITED FIRST UNION SECURITIES, INC. J.P. MORGAN SECURITIES LTD. Acting severally on behalf of themselves and the several International Underwriters named in Schedule II hereto. By: Morgan Stanley & Co. International Limited By:__________________________________________________________________ Name: Title: SCHEDULE I U.S. UNDERWRITERS Number of Firm Shares Underwriter To Be Purchased ---------------------------------------- ---------------------- Morgan Stanley & Co. Incorporated..... Lehman Brothers Inc................... Salomon Smith Barney Inc.............. First Union Securities, Inc........... J.P. Morgan Securities Inc............ [NAMES OF OTHER U.S. UNDERWRITERS].... ________________________ Total U.S. Firm Shares........... ________________________ EXHIBIT A [To be provided] SCHEDULE II INTERNATIONAL UNDERWRITERS Number of Firm Shares Underwriter To Be Purchased ----------------------------------------- -------------------------- Morgan Stanley & Co. International Limited..... Lehman Brothers International (Europe)......... Salomon Brothers International Limited......... First Union Securities, Inc.................... J.P. Morgan Securities Ltd..................... [NAMES OF OTHER INTERNATIONAL CO- MANAGER].................................... __________________________________ Total International Firm Shares............. ================================== EXHIBIT B [FORM OF LOCK-UP LETTER] ____________, 1999 Morgan Stanley & Co. Incorporated Lehman Brothers Inc. Salomon Smith Barney Inc. First Union Securities, Inc. J.P. Morgan Securities Inc. c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, NY 10036 Morgan Stanley & Co. International Limited Lehman Brothers International (Europe) Salomo...
Clause type: grant
 3.1 In consideration of the Parties’ respective obligations contained in this Funding Agreement the Secretary of State offers the Grant and the Grant Recipient accepts the Grant up to the Maximum Sum on the terms and conditions of this Funding Agreement.
Clause type: governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without reference to conflicts of law principles.
Clause type: whereas
Section 13.1(d) of the Partnership Agreement provides that the General Partner, without the approval of any Partner, may amend any provision of the Partnership Agreement to reflect a change that the General Partner determines does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect; and
Clause type: termination
You or We may terminate this agreement by giving thirty days’ notice in writing. Termination will also be deemed to have occurred in the event that policies arranged by Us for You are terminated or are not renewed. In the event of termination by You, We will be entitled to receive all fees or brokerage due and payable (whether or not these have been received by Us) in relation to policies placed by Us prior to the termination of this agreement, other than where such termination is in relation to Our breach of this agreement or as a result of Us not providing the services in accordance with any specific additional service agreement entered into with You. Either party may terminate this agreement immediately, by giving notice in writing, if the other party: • Is in material, or repeated, breach of this agreement, and if such breach is capable of remedy does not rectify such breach within thirty days of written notice of it. • In the event, or suspicion, of fraud, non-disclosure, or misrepresentation, or dishonesty (including acting in contravention of the Bribery Act or similar legislation). • Immediately, without notice, should either party become the subject of voluntary or involuntary liquidation or administration proceedings or (if applicable) become the subject of an action in bankruptcy or make or propose any composition with creditors or otherwise acknowledge its insolvency, suspends its activities or upon a resolution being passed or an order made for its winding-up. In the event that this agreement is terminated, We will cease to represent You. As a consequence of this We will no longer provide You with any services, including claims handling where this service is provided to You prior to termination, except where We are required to continue handling Your claim under the terms of Our delegated authority granted by certain insurers. Any commission or fee is considered to be fully earned when Your insurance(s) incept and any unpaid commission or fee will be due and payable to Us upon termination. Any unpaid fees may also be due and payable prior to inception of Your insurance(s) subject to the terms of the relevant fee agreement.
Clause type: base-salary
 For services performed by the Executive for the Employer pursuant to this Agreement during the Term, the Employer shall pay the Executive a base salary at the rate of Two Hundred Forty-Five Thousand Dollars ($245,000.00) per year, payable in substantially equal installments in accordance with the Employer’s regular payroll practices (“Salary”). Beginning on or about January 1, 2018, and on or about each January 1 thereafter, the Executive’s rate of Salary shall be reviewed by the Compensation Committee (the “Committee”) of the Board and, following such review, the Salary may be increased, but not decreased, with such adjusted amount then becoming the “Salary” for purposes of this Agreement.
Clause type: base-salary
 Executive shall be paid a base salary at the rate hereinafter specified, such Base Salary to be paid in the same manner and at the same times as the Company shall pay base salary to other executive employees. The rate at which Executive’s Base Salary shall be paid shall be $1,475,000 per year or such other rate (not less than $1,475,000 per year) as the Committee may determine after Committee review not less frequently than annually.
Clause type: ownership_of_shares
 Neither Purchaser, Merger Sub nor any other direct or indirect subsidiary of Purchaser beneficially owns any Shares (other than pursuant to the Tender and Voting Agreement).
Clause type: loans
 Subject to Section 2.06(b) and Section 2.10, the Borrower shall pay interest on the unpaid principal amount of each Loan made by each Lender from the date of such Loan until such principal amount shall be paid in full, at a rate per annum equal at all times during the Interest Period for such Loan to LIBOR for such Interest Period plus the Applicable Margin. Accrued and unpaid interest shall be payable on the last day of each Interest Period, on any repayment or prepayment (on the amount repaid or prepaid), on the Final Maturity Date and, after the Final Maturity Date, on demand.
Clause type: representations
and Warranties. The representations and warranties of the Loan Parties contained herein shall be true and correct in all material respects as of the date of each such Loan (except those which are specific as to a date certain), with the same effect as if made on and as of such date.
Clause type: ownership_of_shares
 Such Stockholder is the beneficial owner of the number of shares of Common Stock and options exercisable for shares of Common Stock set forth on Annex A hereto (the “Existing Shares” and, together with any shares of Common Stock or options exercisable for shares of Common Stock the beneficial ownership of which is acquired by such Stockholder after the date hereof, the “Shares”) and, as of the date hereof, the Existing Shares constitute all of the shares of Common Stock or options exercisable for shares of Common Stock beneficially owned by such Stockholder. With respect to the Existing Shares, except to the extent shared or deemed shared with Zions or any other Stockholder, such Stockholder has sole voting power and sole power to issue the instructions with respect to or otherwise engage in the actions set forth in Section 2 hereof, sole power of disposition, with no restrictions on the voting rights, rights of disposition or otherwise.
Clause type: capitalization
 The authorized capital stock of Dicom consists of 50,000,000 shares of Dicom Common Stock, of which 1,350,000 shares are issued and outstanding as of the Closing Date and 10,000,000 shares of Dicom Preferred Stock, none of which are issued and outstanding as of the Closing Date. Schedule 3(a) correctly sets forth the identity of the Dicom shareholders and the amount of stock owned by each. All of the issued and outstanding shares of Dicom Common Stock (including the Torchmark Shares) have been duly authorized, validly issued, and are fully paid and non-assessable, with no personal liability attaching to the ownership thereof, free from all pre-emptive or other rights to acquire such shares. Dicom is not bound by any outstanding subscriptions, options, warrants, calls, commitments, or agreements of any character calling for the transfer, purchase, or issuance of any shares of its capital stock or any securities representing the right to purchase or otherwise receive any shares of its capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no agreements or undertakings to which Dicom is a party with respect to voting any such shares other than this Agreement, the Co-Sale Agreement and the Shareholder Voting Agreement executed in connection with this Agreement.
Clause type: payment
 (a) Subject to Section 8.4(c), the IESO will not provide a Disbursement to the Recipient for any Request for Funding Report that was not approved by the IESO prior to the Contract End Date.
Clause type: whereas
the Trust desires that Ultimus provide certain administrative services for each series of the Trust, listed on Schedule A attached hereto and made part of this Agreement, as such Schedule A may be amended from time to time (individually referred to herein as the "Portfolio" and collectively as the "Portfolios"); and
Clause type: investments
 None of the Group Companies will hold, make or acquire, any Investment in any Person, except the following:
Clause type: investment-company-act
 None of the Borrower or any Subsidiary is required to register as an “investment company,” as defined in the Investment Company Act.
Clause type: investments
 Borrower and its Subsidiaries do not own any Equity Interests except for Permitted Investments.
Clause type: investment-company-act
 At no time shall the Issuer take any action that could make the Issuer subject to the Investment Company Act of 1940, as amended from time to time.
Clause type: investment-company-act
 Neither the Company, the Operating Partnership nor any Significant Subsidiary is, will become as a result of the transactions contemplated hereby, or will conduct its respective business in a manner in which any such entity would become, an “investment company,” or an entity “controlled” by an investment company, within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Investment Company Act”).
Clause type: payment
 If it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination.
Clause type: investments
 To the extent necessary to enable the Paying Agent to make the next succeeding Quarterly Distribution, any moneys deposited with or received by the Trustees in the Trust Account shall be invested as soon as possible by the Paying Agent in Temporary Investments maturing no later than the Business Day preceding the next following Distribution Date. Except as otherwise specifically provided herein or in the Paying Agent Agreement, the Paying Agent shall not have the power to sell, transfer or otherwise dispose of any Temporary Investment prior to the maturity thereof, or to acquire additional Temporary Investments. The Paying Agent shall hold any Temporary Investment to its maturity and shall apply the proceeds thereof upon maturity to the payment of the next succeeding Quarterly Distribution. All such Temporary Investments shall be selected from time to time by the Trustees or pursuant to standing instructions from the Trustees to the Administrator, and the Administrator and/or Paying Agent shall have no liability to the Trust or any Holder or any other Person with respect to any such Temporary Investment. Any interest or other income received on any moneys in the Trust Account shall, upon receipt thereof, be deposited into the Trust Account. Notwithstanding the foregoing, not more than 5% of the assets of the Trust may be held at any time in the form of cash and Temporary Investments, and the Trustees shall distribute cash, or liquidate Temporary Investments and distribute the proceeds thereof, if, when and to the extent needed to maintain compliance with the foregoing restriction.
Clause type: base-salary
 During the Term, Executive’s annual base salary (the “Base Salary”) shall be $700,000.00, payable in accordance with the Company’s regular payroll practices in effect from time to time and subject to all applicable taxes and withholdings, but no less frequently than in semi-monthly installments. Subject to Section 5(f)(iv) below, the Base Salary may be increased (but not decreased) by the Compensation Committee of the Board (the “Compensation Committee”) in its sole discretion. The parties acknowledge and agree that a portion of Executive’s Base Salary shall constitute consideration for Executive’s compliance with the restrictions and covenants set forth in Section 6 of this Agreement.
Clause type: taxes
 Subject to Section 3.19, any Taxes payable by the Administrative Agent or any Lender or ruled (by a Governmental Authority) payable by the Administrative Agent or any Lender in respect of this Agreement or any other Credit Document shall, if permitted by Legal Requirement, be paid by the Borrower, together with interest and penalties, if any, except for Taxes payable on or measured by the overall net income or capital of the Administrative Agent or that Lender (or the Administrative Agent or that Lender, as the case may be, together with any other Person with whom the Administrative Agent or that Lender files a consolidated, combined, unitary or similar Tax return) and except for interest and penalties incurred as a result of the gross negligence or willful misconduct of the Administrative Agent or any Lender. The Administrative Agent or that Lender (through the Administrative Agent) shall notify the Borrower and deliver to the Borrower a certificate setting forth in reasonable detail the calculation of the amount of payable Taxes, which certificate is conclusive and binding (absent manifest error), and the Borrower shall pay that amount to the Administrative Agent for its account or the account of that Lender, as the case may be within five Business Days after demand. If the Administrative Agent or that Lender subsequently receives a refund of the Taxes paid to it by the Borrower, then the recipient shall promptly pay the refund to the Borrower.
Clause type: confidentiality
During the Term, either Party may receive (the “Receiving Party”) certain information and materials concerning the other Party’s business, technology, customers, and products that are confidential and of substantial value to the other Party (the “Disclosing Party”). The Receiving Party will not use or disclose to any third party the Disclosing Party’s Confidential Information (as defined below) except as necessary for the performance of this Agreement or for enforcement of its terms in the event of a breach; the Receiving Party may make such disclosure only to those individuals who are bound by confidentiality obligations at least as restrictive as those set forth herein (provided that the Receiving Party hereby agrees that it shall be responsible for any violation of the terms of this Agreement by such third parties). The Receiving Party will protect and preserve the Confidential Information as confidential, using no less care than it protects and preserves its own confidential and proprietary information (but in no event less than a reasonable degree of care), and shall not use the Confidential Information for any purpose except as necessary to carry out its obligations under this Agreement. The foregoing obligations will not restrict the Receiving Party from disclosing Confidential Information of the Disclosing Party pursuant to a court order from a court of competent jurisdiction, an administrative agency, or other governmental body, provided that the Receiving Party, to the extent permitted by law, gives reasonable prior written notice to the Disclosing Party so that it may contest such order and, in the event that disclosure is required, only discloses the portion of Confidential Information that its legal counsel advises is legally required. The “Confidential Information” consists of (a) any technical information or plans concerning the Services, the Platform, or any software or other technology of Taboola or the Properties; (b) any financial information of the Publisher; (c) other information disclosed by the Disclosing Party to the Receiving Party that is marked as confidential or should reasonably be assumed to be confidential under the circumstances; and (d) the content of this Agreement. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of or breach of the Receiving Party; (ii) is rightfully known by the Receiving Party at the time of disclosure without an obligation of ...