bhaskrr/legal-clauses huggingface dataset:
Clause type: entire
Agreement. This Agreement contains all of the understandings and agreements between and among the Partners with respect to the subject matter of this Agreement and the rights, interests and obligations of the Partners with respect to the Partnership. Notwithstanding the immediately preceding sentence, the Partners hereby acknowledge and agree that the General Partner, without the approval of any Limited Partner, may enter into side letters or similar written agreements with Limited Partners that are not Affiliates of the General Partner, executed contemporaneously with the admission of such Limited Partner to the Partnership, affecting the terms hereof, as negotiated with such Limited Partner and which the General Partner in its sole discretion deems necessary, desirable or appropriate. The parties hereto agree that any terms, conditions or provisions contained in such side letters or similar written agreements with a Limited Partner shall govern with respect to such Limited Partner notwithstanding the provisions of this Agreement.
Clause type: compensation
 As full compensation for the performance by the Executive of his duties under this Agreement, the Company shall pay the Executive as follows:
Clause type: insurance
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents of the Company or of any subsidiary (“D&O Insurance”), Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.
Clause type: taxes
 Except as indicated in Item 2.7 of the Disclosure Schedule, each of the Company and each Subsidiary has timely filed all Tax Returns required to be filed by it, and has paid all Taxes which have become due and payable, or, with respect to Taxes which have accrued and are not yet due and payable, the same have been properly reflected as a liability on the books and records of the Company and adequate reserves therefor have been established. All such Tax Returns have been properly prepared and are true, correct (and to the extent such Tax Returns reflect judgments made by the Company or a Subsidiary, as the case may be, such judgments were reasonable under the circumstances) and complete in all material respects. Except as indicated in Item 2.7 of the Disclosure Schedule, no extension for the filing of any Tax Return is currently in effect. Except as indicated in Item 2.7 of the Disclosure Schedule, no Tax Return or Tax Return liability of the Company or any Subsidiary has been audited or is presently under audit or to the knowledge of the Company and its Subsidiaries is proposed to be audited. All Taxes and any penalties, fines and interest which have been asserted to be payable as a result of any audits have been paid. Except as indicated in Item 2.7 of the Disclosure Schedule, neither the Company nor any Subsidiary has given or been requested to give waivers of any statute of limitations relating to the assessment of any Taxes (or any related penalties, fines and interest). There are no claims, actions, suits or taxing authority proceedings, or audits pending or, to the knowledge of the Company, threatened, against the Company or any Subsidiary for Taxes. Except as indicated in Item 2.7 of the Disclosure Schedule, all payments for withholding Taxes, unemployment insurance and other amounts required to be paid for any Tax periods (or portions thereof) ending on or prior to the Closing Date to any governmental authority in respect of employment obligations of the Company and each Subsidiary, including, without limitation, amounts payable pursuant to the Federal Insurance Contributions Act, have been paid or shall be paid prior to the Closing Date and have been duly provided for on the books and records of the Company and in the Financial Statements. Except as indicated in Item 2.7 of the Disclosure Schedule, no claim has ever been made by a Taxing authority in a jurisdiction where the Company or any Subsidiary does not file Tax Returns that the Company or S...
Clause type: miscellaneous
(a) This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment by facsimile or electronic mail shall be equally effective as delivery of an original executed counterpart of this Amendment.
Clause type: interest
 Interest shall accrue for the purpose of sub-clause 8.5.2 (Funding cost) (as well after as before judgment) on the basis of a year of 365 days (366 days in the case of a leap year) in the case of an amount paid in sterling or 360 days in the case of an amount paid in any other currency and, in either case, the actual number of days elapsed and at the rate per annum which is the aggregate of one per cent. per annum and the rate per annum specified by the Fiscal Agent as reflecting its cost of funds for the time being in relation to the unpaid amount.
Clause type: notices
All demands, notices and communications under this Agreement shall be in writing, personally delivered or mailed by certified mail-return receipt requested, and shall be deemed to have been duly given upon receipt (a) in the case of the Depositor, at the following address: 7825 Washington Avenue South, Minneapolis, Minnesota 55439-2435, with copies to: Arcadia Financial Ltd., 7825 Washington Avenue South, Minneapolis, Minnesota 55439-2435, Attention: President, (b) in the case of the Owner Trustee, at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration, (c) in the case of each Rating Agency, 99 Church Street, New York, New York 10007 (for Moody's), and 26 Broadway, New York, New York 10004, Attention: Asset-Backed Surveillance (for Standard & Poor's), and (d) in the case of the Security Insurer, Financial Security Assurance Inc., 350 Park Avenue, New York, NY 10022, Attention: Surveillance Department, Telex No.: (212) 688-3101, Confirmation: (212) 826-0100, Telecopy Nos.: (212) 339-3518, (212) 339-3529 (in each case in which notice or other communication to Financial Security refers to an Event of Default, a claim on the Note Policy or with respect to which failure on the part of Financial Security to respond shall be deemed to constitute consent or acceptance, then a copy of such notice or other communication should also be sent to the attention of the General Counsel and the Head--Financial Guaranty Group "URGENT MATERIAL ENCLOSED") or at such other address as shall be designated by any such party in a written notice to the other parties.
Clause type: whereas
the Trust is an open-end, diversified management investment company registered under the Investment Company Act of 1940, as amended, (the "1940 Act") consisting of several series of shares, each having its own investment policies; and
Clause type: grant
 Pursuant to the provisions of the Plan, the terms of which are incorporated herein by reference, the Company hereby grants to the Grantee an interest (the “Award”) in ___ shares of common stock, par value $.01 per share, of the Company (the “Award Shares”). The Award is granted as of ___, 200___ (the “Date of Grant”) and such grant is subject to the terms and conditions contained herein, and the terms and conditions of the Plan.
Clause type: capitalization
 The authorized capital stock of Parent consists of 2,000,000,000 shares of Parent Common Stock and 5,000,000 shares of preferred stock, no par value per share (“Parent Preferred Stock”). As of March 31, 2010, (i) 905,323,874 shares of Parent Common Stock were issued and outstanding (including, for the avoidance of doubt, shares in the form of restricted stock issued pursuant to employee benefit plans of Parent, and excluding shares held in treasury), all of which were validly issued, fully paid and non-assessable (except for any restricted stock), and none of which were issued in violation of any preemptive or similar rights of any Parent securityholder, (ii) 162,351,376 shares of Parent Common Stock were held in treasury, (iii) options to purchase an aggregate of 15,497,768 shares of Parent Common Stock (“Parent Options”) were issued and outstanding (of which options to purchase an aggregate of 9,373,698 shares of Parent Common Stock were exercisable), (iv) restricted stock units, stock appreciation rights, performance awards and common stock equivalents relating to 12,392,022 shares of Parent Common Stock were issued and outstanding and (v) no shares of Parent Preferred Stock were issued and outstanding.
Clause type: counterparts
This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement. Receipt of an executed signature page to this Agreement by facsimile or other electronic transmission shall constitute effective delivery thereof. Electronic records of executed Loan Documents maintained by the Lenders shall deemed to be originals.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement and understanding between the Executive and the Company regarding the terms of the Employment and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter, other than any such agreement under any employment agreement entered into with a subsidiary of the Company at the request of the Company to the extent such agreement does not conflict with any of the provisions herein. The Executive acknowledges that he/she has not entered into this Agreement in reliance upon any representation, warranty or undertaking which is not set forth in this Agreement. Any amendment to this Agreement must be in writing and signed by the Executive and the Company.
Clause type: notices
Any and all notices to be given to the Company hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by telegram or facsimile transmission confirmed by letter, addressed to the Company at: Public Storage, Inc. 701 Western Avenue, 2nd Floor Glendale, California 91201-2397 Facsimile No.: (818) 244-9267 or at any other address of which the Company shall have notified the Depositary in writing. Any and all notices to be given to the Depositary hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail or by telegram or facsimile transmission confirmed by letter, addressed to the Depositary at the Depositary's Office, at: BankBoston, N.A. 150 Royall Street Mail Stop: 45-02-62 Canton, MA 02021 Attention: Client Administration Facsimile No.: (617) 575-2549 or at any other address of which the Depositary shall have notified the Company in writing. Any and all notices to be given to any record holder of a Receipt hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by telegram or facsimile transmission confirmed by letter, addressed to such record holder at the address of such record holder as it appears on the books of the Depositary, or if such holder shall have filed with the Depositary a written request that notices intended for such holder be mailed to some other address, at the address designated in such request. Delivery of a notice sent by mail or by telegram or facsimile transmission shall be deemed to be effected at the time when a duly addressed letter containing the same (or a confirmation thereof in the case of a telegram or facsimile transmission) is deposited for mailing by first class mail, postage prepaid. The Depositary or the Company may, however, act upon any telegram or facsimile transmission received by it from the other or from any holder of a Receipt, notwithstanding that such telegram or facsimile transmission shall not subsequently be confirmed by letter or as aforesaid.
Clause type: counterparts
This Agreement may be executed in counterparts, which together shall constitute one and the same Agreement. The parties may execute more than one copy of the Agreement, each of which shall constitute an original.
Clause type: compensation
 In consideration of all the services to be rendered by Executive to the Company hereunder, the Company hereby agrees to pay or otherwise provide Executive the following compensation and benefits. It is furthermore understood that the Company shall have the right to make any applicable deductions or withholdings as agreed to by the parties or required by applicable law (including but not limited to Social Security payments, income tax withholding and other required deductions not in effect or which may become effective by law any time during the Term) from the following compensation.
Clause type: counterparts
This Agreement may be executed in counterparts, all of which taken together shall be deemed one original.
Clause type: interest
 Any payment required by this Agreement that is not made on or before the date required hereunder shall bear interest, from and after such date through the date of payment, at the Underpayment Rate.
Clause type: assignment
This Agreement shall not be assignable by any party without the prior written consent of the other parties hereto.
Clause type: grant
 Borrower has executed and delivered to the Lenders certain promissory notes and may in the future execute and deliver to the Lenders additional promissory notes (the promissory notes, made in favor of the Lenders, together with any amendments or allonges thereto, or restatements, replacements or renewals thereof, or new promissory notes to new Lenders under the Credit Agreement, are collectively referred to herein as the "Notes"), in and by which the Borrower promises to pay the principal of all Loans under such Credit Agreement and interest at the rate and in installments as provided in the Notes, with a final payment of the outstanding principal balance and accrued and unpaid interest being due on or before October __, 2006. The maximum aggregate principal amount of the Loans evidenced by the Notes shall be $150,000,000. The indebtedness secured hereby shall be governed by the terms and conditions of the Credit Agreement. To the extent there may be any inconsistency between the terms and provisions of this Deed of Trust and the terms and provisions of the Credit Agreement, the terms and provisions of the Credit Agreement shall govern and control. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement. In consideration of the debt evidenced by the Notes and the Commitments evidenced by the Credit Agreement and to secure the timely payment of both principal and interest in accordance with the terms and provisions of the Notes and in accordance with the terms, provisions and limitations of this Deed of Trust, to secure the payment of any and all amounts advanced by the Administrative Agent or the Lenders with respect to the Premises for the payment of taxes, assessments, insurance premiums or any other costs incurred in the protection of the Premises, and to secure the performance of the covenants and agreements contained herein and in the Notes, the Credit Agreement, the Guaranty, the Subsidiary Guaranty and any other documents evidencing and securing the loan secured hereby or delivered to Beneficiary pursuant Huntington, West Virginia to the Credit Agreement (collectively, the "Loan Documents") to be performed by Grantor, and to secure all Rate Management Transactions entered into with the Administrative Agent or any of the Lenders in connection with the Credit Agreement, and for the purpose of securing payment and performance of the Secured Obligations defined and described in S...
Clause type: esop
 Immediately prior to and effective as of the Closing, the Company shall increase the number of shares of the Company, par value NIS 0.01 each, available for issuance under its Employees Stock Option Plan (the “ESOP Shares” and the “ESOP” or “Plan”, respectively) by 36,368 ESOP Shares. Consequently, (i) as of the Closing, the total number of ESOP Shares shall be 69,213, of which 36,368 ESOP Shares shall remain free for future allocation; (ii) assuming consummation of the Closing and the payment of the Investment Amount in full, immediately following the Closing the total number of ESOP Shares shall constitute 16.003% of the Company’s share capital on a fully diluted basis, and the total number of ESOP Shares remaining free for future allocation shall constitute 8.408% of the Company’s share capital on a fully diluted basis, all as further set forth in the Capitalization Table (as defined below).
Clause type: grant
 The Licensor grants the Licensee the right to use the Software under the conditions set forth below (“the Software Licence”). The Software Licence shall also apply to any Freeware and/or Composite Work delivered by the Licensor.
Clause type: payment
 City shall make total payment to Contractor for services rendered pursuant to this Agreement in the amount of fifty dollars ($50.00). This payment shall constitute full compensation from City to Contractor and to Artist for any and all services, costs, and expenses related to services performed under this Agreement. Contractor and/or Artist shall be responsible for payment of any and all taxes due and owing for payment received under this Agreement.
Clause type: entire
Agreement. This Contract and the referenced appendices and attachments constitute the entire agreement between the Parties thereto and no statement, promise, condition, understanding, inducement or representation, oral or written, expressed or implied, which is not contained herein shall be binding or valid and the Contract shall not be changed, modified or altered in any manner except by an instrument in writing executed by both Parties hereto, except as otherwise provided herein. Authorized Users shall not have the authority to modify the terms of the Contract, except as expressly set forth herein.
Clause type: investments
 Nothing in this Agreement is intended, or shall be construed, to prevent the Executive during the term of his employment hereunder from investing in the stock or other securities listed on a national securities exchange or actively traded on the over-the-counter market of any corporation which is at the time engaged wholly or partly in any business which is, directly or indirectly, at the time, in competition with the business of the Corporation or any such subsidiary or affiliate, or any firm, partnership, or corporation which shall succeed to all or a substantial part of the business of the Corporation, or any such subsidiary or affiliate, provided that the Executive and direct members of his family living in the same household as the Executive shall not directly or indirectly, hold, beneficially or otherwise, in the aggregate, more than three percent of any issue of such stock or other securities of any one such corporation.
Clause type: investments
 The Borrower will not, and will not permit any Restricted Subsidiary (other than AEPLP and its Subsidiaries) (each, a “Non-AEPLP Restricted Subsidiary”) to, directly or indirectly, make or own any Investment in AEPLP or any of its Subsidiaries, except for Investments in AEPLP or its Subsidiaries permitted under Sections 8.4(b), (c), (d), (e), and (i) and Section 8.18(b) hereof; provided, however, that the aggregate net book value (as determined in good faith by the General Partner) of all such Investments made pursuant to Sections 8.4(b) and (c) (the “Capped Investments”) in any fiscal year shall not, together with any AEPLP Acquisitions and PP&E Transfers made in such fiscal year pursuant to Section 8.16 and Section 8.18(b)(iii), respectively, in the aggregate, exceed the PP&E Acquisition/Investment/Transfer Limit for such fiscal year.
Clause type: interest
 Calumet Specialty Products Partners, L.P., a Delaware limited partnership (the “Company”), and Calumet Finance Corp., a Delaware corporation (the “Finance Corp.” and, together with the Company, the “Issuers”), jointly and severally promise to pay interest on the unpaid principal amount of this Note at 7.75% per annum and shall pay the Additional Interest payable pursuant to Section 2 of the Registration Rights Agreement referred to below. The Issuers will pay interest and Additional Interest, if any, semi-annually in arrears on April 15 and October 15 of each year, commencing October 15, 2015, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance; provided that if there is no existing Default or Event of Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date, except in the case of the original issuance of Notes, in which case interest shall accrue from the date of authentication. The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is the rate then in effect; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
Clause type: severability
In case any provision of this Agreement is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby.
Clause type: grant_of_option
 This agreement evidences the grant by Mersana Therapeutics, Inc., a Delaware corporation (the “Company”), on [insert date of Board approval] (the “Grant Date”) to [insert name of Participant], an [insert employee, consultant or director, as applicable] of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2007 Stock Incentive Plan (the “Plan”), a total of [insert number of option shares] shares (the “Shares”) of common stock, $.0001 par value per share, of the Company (“Common Stock”) at $[insert exercise price] per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on [insert date that is ten years minus one day after Board approval] (the “Final Exercise Date”). It is intended that the option evidenced by this agreement shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.