bhaskrr/legal-clauses huggingface dataset:
Clause type: entire
Agreement. This Agreement and the Ancillary Agreements and the Exhibits, Schedules and Appendices hereto and thereto constitute the entire agreement, and supersede all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings among the parties with respect to the subject matter hereof. None of this Agreement or any of the Ancillary Agreements shall be deemed to contain or imply any restriction, covenant, representation, warranty, agreement or undertaking of any party with respect to the transactions contemplated hereby and thereby other than those expressly set forth herein or therein or in any document required to be delivered hereunder or thereunder. Notwithstanding any oral agreement or course of action of the parties or their representatives to the contrary, no party to this Agreement shall be under any legal obligation to enter into or complete the transactions contemplated hereby unless and until this Agreement shall have been executed and delivered by each of the parties.
Clause type: payment
 The losing party shall pay to the prevailing party the amount of the final arbitration award. If payment is not made within ten (10) business days after the date the arbitration award is no longer appealable, then in addition to any remedies under the law, if Landlord is the prevailing party, it shall have the same remedies for failure to pay the arbitration award as it has for Tenant's failure to pay Rent; and if Tenant is the prevailing party, it may deduct any remaining award from its monthly payment of Rent or other charges.
Clause type: headings
Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.
Clause type: compensation
 A director may receive such compensation for services as is determined by resolution of the Board irrespective of any personal interest of its members. A director also may serve the Corporation in any other capacity and receive compensation therefore. The Board of Directors also shall have authority to provide for or to delegate authority to an appropriate committee to provide for reasonable pensions, disability or death benefits and other benefits or payments, to directors, officers and employees and to their estates, families, dependents or beneficiaries on account of prior services rendered to the Corporation by such directors, officers and employees.
Clause type: base-salary
 During the Employment Period, the Executive shall receive an annual base salary of $170,000 (the "Annual Base Salary"), payable in accordance with the Company's normal payroll practices for executives as in effect from time to time. Such Annual Base Salary shall be subject to review annually in accordance with the Company's review policies and practices for executives as in effect at the time of any such review.
Clause type: payment_terms
 On the Service Commencement Date for each Service, Customer will be billed an amount equal to all non-recurring charges indicated in the Order Form and the monthly recurring charges for the first month of the term. Monthly recurring charges for all other months will be billed in advance of the provision of Services. All other charges for Services received and expenses incurred for Professional Services during a month (e.g., bandwidth usage fees, travel expenses) will be billed at the end of the month in which the Services were provided. Payment for all fees is due upon receipt of each Exodus invoice. All payments will be made in the United States in U.S. dollars.
Clause type: notices
All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in a written document delivered in person or sent by telecopy, nationally recognized overnight courier or personal delivery, addressed to such party at the address set forth below or such other address as may hereafter be designated on the signature pages of this Agreement or in writing by such party to the other parties:
Clause type: vesting
 An Active Participant shall be fully vested in the Employer Credits made to the Deferred Compensation Account upon the first to occur of the following events: XX (a) Normal Retirement Age.
Clause type: board
 A nurse, who is elected to the Board of Directors of the Ontario Nurses' Association other than to the office of President, shall be granted leave of absence without pay. Nurses shall continue to accrue seniority during such leave of absence. During such leave of absence, the nurse's salary and applicable benefits shall be maintained by the Employer, and the Association agrees to reimburse the Employer in the amount of the full cost of such salary and applicable benefits.
Clause type: dividends
 If and when dividends are paid on Company Stock, the number of Performance Units covered by the Award will be increased by: (a) in the case of a dividend paid in cash, the number of full and fractional shares of Company Stock which could have been purchased with the amount of the dividend that would have been paid had each Performance Unit been one (1) share of Company Stock and as if the Performance Units had been invested in the TXU Direct Stock Purchase and Dividend Reinvestment Plan; or (b) in the case of a dividend paid in stock, the number of full and fractional shares of Company Stock which would have been distributed in connection with such dividend had each Performance Unit been one (1) share of Company Stock.
Clause type: loans
 Any loans from WORLDSPACE and/or its Affiliates that the EXECUTIVE had outstanding shall remain payable according to their terms.
Clause type: vesting
 The restrictions described in SECTION 3 shall lapse and the Shares shall vest in Employee on the following dates:
Clause type: severability
All agreements and covenants contained herein are severable, and in the event any of them shall be held to be invalid by any competent court, this Agreement shall be interpreted as if such invalid agreements or covenants were not contained herein.
Clause type: investment-company-act
 Neither the Borrower nor any of its Subsidiaries is an "investment company" or a company "controlled" by an "investment company," within the meaning of the Investment Company Act of 1940, as amended.
Clause type: definitions
3 (a) "Account" . . . . . . . . . . . . . . . . . . . . . . . . . . 3 (b) "Adult" . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 (c) "Adult-Only Facility" . . . . . . . . . . . . . . . . . . . . 3 (d) "Affiliate" . . . . . . . . . . . . . . . . . . . . . . . . . 3 (e) "Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . 4 (f) "Allocable Share" . . . . . . . . . . . . . . . . . . . . . . 4 (g) "Allocated Payment" . . . . . . . . . . . . . . . . . . . . . 4 (h) "Bankruptcy". . . . . . . . . . . . . . . . . . . . . . . . . 4 (i) "Brand Name". . . . . . . . . . . . . . . . . . . . . . . . . 5 (j) "Brand Name Sponsorship". . . . . . . . . . . . . . . . . . . 5 (k) "Business Day". . . . . . . . . . . . . . . . . . . . . . . . 6 (l) "Cartoon" . . . . . . . . . . . . . . . . . . . . . . . . . . 6 (m) "Cigarette" . . . . . . . . . . . . . . . . . . . . . . . . . 6 (n) "Claims". . . . . . . . . . . . . . . . . . . . . . . . . . . 7 (o) "Consent Decree". . . . . . . . . . . . . . . . . . . . . . . 7 (p) "Court" . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 (q) "Escrow". . . . . . . . . . . . . . . . . . . . . . . . . . . 7 (r) "Escrow Agent". . . . . . . . . . . . . . . . . . . . . . . . 7 (s) "Escrow Agreement". . . . . . . . . . . . . . . . . . . . . . 8 (t) "Federal Tobacco Legislation Offset". . . . . . . . . . . . . 8 (u) "Final Approval". . . . . . . . . . . . . . . . . . . . . . . 8 (v) "Foundation". . . . . . . . . . . . . . . . . . . . . . . . . 8 (w) "Independent Auditor" . . . . . . . . . . . . . . . . . . . . 8 (x) "Inflation Adjustment". . . . . . . . . . . . . . . . . . . . 8 (y) "Litigating Releasing Parties Offset" . . . . . . . . . . . . 8 (z) "Market Share". . . . . . . . . . . . . . . . . . . . . . . . 9 (aa) "MSA Execution Date". . . . . . . . . . . . . . . . . . . . . 9 (bb) "NAAG". . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 (cc) "Non-Participating Manufacturer". . . . . . . . . . . . . . . 9 (dd) "Non-Settling States Reduction" . . . . . . . . . . . . . . . 9 (ee) "Notice Parties". . . . . . . . . . . . . . . . . . . . . . . 9 (ff) "NPM Adjustment". . . . . . . . . . . . . . . . . . . . . . .10 (gg) "NPM Adjustment Percentage" . . . . . . . . . . . . . . . . .10 (hh) "Original Participating Manufacturers". . . . . . . . . . . .10 (ii) "Outdoor Advertising" . . . . . . . . . . . . . . . . . . . .10 (jj) "Participating Manufacturer". . . . . . . . . . . . . . . . .11
Clause type: compensation
 The Company shall pay to Employee during the duration of the term of this Agreement as follows:
Clause type: payment_terms
 Fixed Price $____________. Interim payments tied to the following specific milestones and Deliverable(s): . Time and Materials pursuant to Exhibit ____ of the Agreement up to a maximum amount of $____________. . Plus actual and reasonable out of pocket expenses and all reimbursable expenses approved by AXP. . In no event will a "fixed price" or a "maximum amount" be exceeded by five percent (5%) without the prior written consent of AXP. Personnel Listing (if possible to provide): Any other Terms and Conditions Mutually Agreed upon by the Parties: AMERICAN EXPRESS TRAVEL RELATED GetThere.com, Inc. SERVICES COMPANY, INC. By:____________________________ By:_____________________________ Name:__________________________ Name:___________________________ Title:_________________________ Title:__________________________ Date:__________________________ Date:___________________________ EXHIBIT P Work Order Template (Unique) EXHIBIT P Pursuant to Section 3.11 of the Agreement AXP Unique Feature(s) Work Order - Template ------------------------------------------- [Completed AXP Unique Features Work Orders to be Attached to the Agreement at Exhibit ______.] UNIQUE FEATURES WORK ORDER NO.: This Work Order for AXP Unique Features is issued pursuant to the above- referenced Agreement between American Express Travel Related Services Company, Inc. and GetThere.com, Inc., dated ________________________, 1999. Any term not otherwise defined herein, shall have the meaning specified in the Agreement. AXP Project Manager: ______________________________ GT Project Manager: ___________________________ Detailed Description of Services: Detailed Description of Features and/or other Deliverables: Timeframe of Project: . Functional Specifications completion date: ________________________. . Detailed Engineering Specifications completion date: ______________. . Interim Milestones dates: ________________________ and interim deliverables: . Date for commencement of acceptance testing: ________________________. . Live production date: ________________________.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, and each executed counterpart shall have the same force and effect as an original instrument.
Clause type: capitalization
 The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled "Actual" under the caption "Capitalization" (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to employee benefit plans referred to in the Prospectus or pursuant to the exercise of convertible securities or options referred to in the Prospectus).
Clause type: entire
Agreement. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Reorganization Agreement and any other agreements referred to in the Reorganization Agreement, constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.
Clause type: capitalization
 The authorized capital stock of WWN as of the date hereof consists of 25,000,000 common shares, par value $0.001. The common shares of WWN issued and outstanding are fully paid, non-assessable shares and have been issued in compliance with all applicable federal and state securities laws. As of the date hereof, there are 4,000,000 shares of common stock issued and outstanding. There are no outstanding options, warrants, obligations convertible into shares of stock, or calls or any understanding, agreements, commitments, contracts or promises with respect to the issuance of WWN's common stock or with regard to any options, warrants or other contractual rights to acquire any of WWN's authorized but unissued common shares. As of the Closing, WWN shall have not more than 10,000,000 shares issued and outstanding.
Clause type: taxes
 (a) Except as provided in this Section 1.13, any and all payments by each Borrower hereunder (including any payments made pursuant to Section 12) or under the Notes shall be made, in accordance with this Section 1.13, free and clear of and without deduction for any and all present or future Taxes. If any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder (including any sum payable pursuant to Section 12) or under the Notes, (i) the sum payable shall be increased as much as shall be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 1.13) Agent, Lenders or L/C Issuers, as applicable, receive an amount equal to the sum they would have received had no such deductions been made, (ii) such Borrower shall make such deductions, and (iii) such Borrower shall pay the full amount deducted to the relevant taxing or other authority in accordance with applicable law. Within thirty (30) days after the date of any payment of Taxes, Borrower Representative shall furnish to Agent the original or a certified copy of a receipt evidencing payment thereof. In addition, each Borrower agrees to pay any Other Taxes.
Clause type: representations
and Warranties. Registry Operator represents and warrants to ICANN as follows: all material information provided and statements made in the registry TLD application, and statements made in writing during the negotiation of this Agreement, were true and correct in all material respects at the time made, and such information or statements continue to be true and correct in all material respects as of the Effective Date except as otherwise previously disclosed in writing by Registry Operator to ICANN; Registry Operator is duly organized, validly existing and in good standing under the laws of the jurisdiction set forth in the preamble hereto, and Registry Operator has all requisite power and authority and has obtained all necessary approvals to enter into and duly execute and deliver this Agreement; and Registry Operator has delivered to ICANN a duly executed instrument that secures the funds required to perform registry functions for the TLD in the event of the termination or expiration of this Agreement (the “Continued Operations Instrument”), and such instrument is a binding obligation of the parties thereto, enforceable against the parties thereto in accordance with its terms. ICANN represents and warrants to Registry Operator that ICANN is a nonprofit public benefit corporation duly organized, validly existing and in good standing under the laws of the State of California, United States of America. ICANN has all requisite power and authority and has obtained all necessary corporate approvals to enter into and duly execute and deliver this Agreement. COVENANTS OF REGISTRY OPERATOR Registry Operator covenants and agrees with ICANN as follows:
Clause type: payment
 The Purchaser encloses herewith, cash, check payable to, or will immediately make a wire transfer payment to Bay Bridge Food and Produce Company. in the full amount of the purchase price of the shares being subscribed for. Such funds will be held for the Purchaser's benefit, and will be returned promptly, without interest, penalty, expense or deduction if this Agreement is not accepted by the Company or the Offering is terminated pursuant to its terms or by the Company. Together with the check for, or wire transfer of, the full purchase price, the Purchaser is delivering a completed and executed signature page of this Agreement.
Clause type: grant
 NOTICE shall mean the Notice of Grant of Stock Option accompanying the Agreement, pursuant to which Optionee has been informed of the basic terms of the option evidenced hereby.
Clause type: entire
Agreement. This Agreement is the entire agreement, and supersedes any prior agreements, and contemporaneous oral agreements, of the parties concerning its subject matter.
Clause type: representations
and Warranties. 14.1 The Consultant represents and warrants to the Company that (a) the Consultant is under no contractual or other restriction which is inconsistent with the execution of this Agreement, the performance of his duties hereunder or other rights of Company hereunder, and (b) the Consultant is under no physical or mental disability that would hinder the performance of his duties under this Agreement.
Clause type: grant_of_option
 The Company hereby grants to the Participant the right and option (the “Option”) to purchase, on the terms and conditions hereinafter set forth, the number of Shares set forth on the Notice, subject to adjustment as set forth in the Plan. The purchase price of the Shares subject to the Option (the “Option Price”) shall be as set forth on the Notice. The Option is intended to be a non-qualified stock option, and as such is not intended to be treated as an option that complies with Section 422 of the Internal Revenue Code of 1986, as amended.
Clause type: payment
 At the time an order is placed, LICENSEE shall provide to NINTENDO an irrevocable letter of credit in favor of NINTENDO and payable at sight, issued by a bank acceptable to NINTENDO and confirmed, at LICENSEE's expense, if requested by NINTENDO. The letter of credit shall be in United States dollars in an amount equal to the purchase price of the Licensed Products ordered. All associated banking charges are for LICENSEE's account.
Clause type: board
 (a) As of the Completion of the IPO and until such time as otherwise provided for in this Agreement, the Board of Directors shall consist of nine members. From the Completion of the IPO until the earlier of (i) the day prior to the one-year anniversary of the Less Than Majority Holder Date and (ii) the Non-Control Date, the Company and NAB shall use their best efforts to cause the Board of Directors to consist of a majority of NAB Directors. From and after the one-year anniversary of the Less Than Majority Holder Date, the Board of Directors shall transition to full compliance with Section 303A.01 of the NYSE Manual, to the extent the composition of the Board of Directors is not already in full compliance, such that on the one-year anniversary of the Less Than Majority Holder Date, the Board of Directors shall consist of a majority of Independent Directors.
Clause type: capitalization
 The authorized capital stock of the Company consists of Twenty Million (20,000,000) shares of Common Stock, of which approximately 2,080,495 shares are issued and outstanding prior to closing, and Three Hundred Thousand (300,000) shares of Series A Convertible Preferred Stock ("Preferred"), none of which is issued and outstanding prior to the Closing; provided however that all of Preferred shall be issued to Astoria Capital Partners, LP ("Astoria") and shall be outstanding following the Closing pursuant to a separate stock purchase agreement with Astoria. The outstanding shares of Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The Preferred shall have the rights, preferences, privileges and restrictions set forth in the Certificate Of Designations of Series A Convertible Preferred Stock of Omnis Technology Corporation substantially in the form attached hereto and made a part hereof of Exhibit C ("Certificate of Designations"), which shall be filed with the Delaware Secretary of State prior to the Closing Date and shall be subject to the further action of the Board of Directors and Preferred shareholders of the Company in accordance with Section 151 of the Delaware General Corporation Law. The Company will reserve Five Hundred Thousand (500,000) shares of Common Stock for issuance upon conversion of the Preferred pursuant to the terms of such Certificate of Designations, and the Company has also reserved 1,281,199 shares of Common Stock for issuance to employees, consultants or directors under stock plans or arrangements approved by the Board of Directors of the Company prior to the Effective Date, of which approximately 325,000 shares of Common Stock are subject to stock options or warrants or other rights granted under such plans as of the Effective Date.
Clause type: loans
 Each Bank severally agrees, on the terms and conditions set forth in this Agreement:
Clause type: entire
Agreement. This Agreement, and the documents referred to herein constitute the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements existing between the parties hereto are expressly canceled.
Clause type: payment
 A registered employee eligible for a “paid holiday” shall receive pay equivalent to 8 hours at the straight time rate to which the employee is entitled under Section 4.13 for the week in which the “paid holiday” occurs. 5.321 Registered employees eligible for a “paid holi- day” shall receive payment as provided in Section 5.32 above, whether they work or not. When registered employees who are eligible for a “paid holiday” perform work on such holiday, their additional payment for working shall be as prescribed in Section 4. 5.322 Registered employees not eligible for a “paid holiday” and non-registered employees who perform work on any of the paid holidays listed in Section 5.3 above shall be paid for working as prescribed in Section 4.
Clause type: compensation
 Subject to Section 5, for its services under this Agreement, Advisor shall be entitled to receive a fee calculated at the applicable annual rate set forth on Schedule A hereto with respect to the average daily net asset value of each Portfolio, which will be paid monthly. For the purpose of accruing compensation, the net asset value of the Portfolios will be determined in the manner provided in the then-current Prospectus of the Trust.
Clause type: compensation
 (a) During the Term, the Executive shall be paid an annual base salary of $1,200,000, which may be subject to any increase from time to time by recommendation of the CEOs to, and approval by, the Board of Directors of Holdings (the “Board”) or any committee thereof (such amount, as increased, the “Base Salary”). All amounts paid to the Executive under this Agreement shall be in U.S. dollars. The Base Salary shall be paid at least monthly and, at the option of the Company, may be paid more frequently.
Clause type: loans
 Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Credit Lenders rateably based upon their Applicable Percentages. Each Term Loan shall be made as part of a Borrowing consisting of Term Loans made by the Term Credit Lenders rateably based upon their Applicable Percentages. Each Swingline Loan shall be made in accordance with the procedures set forth in Section 2.20. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.