bhaskrr/legal-clauses huggingface dataset:
Clause type: severability
If any provision of this Agreement or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this Agreement. Each provision of this Agreement is separable from every other provision of this Agreement, and each part of each provision of this Agreement is separable from every other part of such provision.
Clause type: shares
 The commitments of the several Underwriters to purchase the Shares pursuant to the terms hereof shall be deemed to have been made on the basis of the representations, warranties and agreements herein contained and shall be subject to the terms and conditions herein set forth.
Clause type: representations
and Warranties. Both immediately prior to the related Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by Seller in each Program Agreement shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).
Clause type: esop
 On or prior to the Closing, the Company shall (a) revise its employee share option plan (the “ESOP”) so that a total of 1,024,725 Ordinary Shares shall be issuable under the ESOP, and (b) reserve 1,024,725 Ordinary Shares for such purposes (such actions, the “ESOP Revision”).
Clause type: dividends
 At the time of the issuance of Shares to the Participant pursuant to Section 2, the Company shall also pay to the Participant an amount of cash equal to the aggregate amount of all dividends paid by the Company, between the grant date and the issuance of such Shares, with respect to the number of Shares so issued to the Participant.
Clause type: miscellaneous
(a) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
Clause type: conversion_of_shares
 (a) At the Effective Time, by virtue of the Merger and without any other action on the part of Sailfish or any holder of any capital stock of Sailfish:
Clause type: financing
 Parent has sufficient funds available to purchase, or to cause Sub to purchase, all the Shares pursuant to the Offer and the Merger and to pay all fees and expenses related to the transactions contemplated by this Agreement.
Clause type: counterparts
This Agreement may be executed by the parties in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement.
Clause type: assignment
Exchange of Warrant. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "Transferor"). On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the "Transferor Endorsement Form") and together with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance with applicable securities laws, the Company at its expense, twice, only, but with payment by the Transferor of any applicable transfer taxes, will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "Transferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. No such transfers shall result in a public distribution of the Warrant.
Clause type: interest
 If there has been unreasonable delay in any payment, interest appropriate to the currency 169 involved shall be charged. If such charge is not mutually agreed, a dispute shall be deemed to exist which 170 shall be settled by arbitration. Otherwise interest shall be payable only where specifically provided in the 172 contractual obligation under sub-clause (a). 173
Clause type: compensation
 Escrow Agent shall be entitled to the following compensation from the Company:
Clause type: base-salary
 In consideration of the services to be rendered as provided in Section 1, the Company hereby agrees to pay the Executive an annual base salary of $240,000 payable in equal weekly installments in accordance with the usual practice of the Company (the “Base Salary”). The Executive's Base Salary shall be subject to annual review by the Board of Directors of the Company (the “BOD”).
Clause type: notices
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: If to the Company, to: SOUTH AMERICAN GOLD CORP. 3645 East Main Street - Suite 119 Richmond, IN 47374 Attn: RAYMOND DE MOTTE, Chief Executive Officer facsimile: [enter fax number] With a copy by fax only to (which copy shall not constitute notice): [enter name of law firm] Attn: [attorney name] [enter address line 1] [enter city, state, zip] facsimile: [enter fax number] If to the Buyer: ASHER ENTERPRISES, INC. 1 Linden Pl., Suite 207 Great Neck, NY. 11021 Attn: Curt Kramer, President facsimile: 516-498-9894 With a copy by fax only to (which copy shall not constitute notice): Naidich Wurman Birnbaum & Maday LLP 80 Cuttermill Road, Suite 410 Great Neck, NY 11021 Attn: Bernard S. Feldman, Esq. facsimile: 516-466-3555 Each party shall provide notice to the other party of any change in address.
Clause type: loans
 Loans receivable are stated at unpaid principal balances, less net deferred loan fees and the allowance for loan losses. The Bank's real estate loan portfolio consists primarily of long-term loans, collateralized by first mortgages on single-family residences and multi-family residential properties located in the southern Indiana area and commercial real estate loans. In addition to real estate loans, the Bank makes commercial loans and consumer loans. Loan origination fees and certain direct costs of underwriting and closing loans are deferred and the net fee or cost is recognized as an adjustment to interest income over the contractual life of the loans using the interest method. The accrual of interest is discontinued on a loan when, in the judgment of management, the probability of collection of interest is deemed to be insufficient to warrant further accrual. The Bank does not accrue interest on loans past due 90 days or more except when the estimated value of collateral and collection efforts are deemed sufficient to ensure full recovery. When a loan is placed on non accrual status, previously accrued but unpaid interest is deducted from interest income. Subsequent receipts on nonaccrual loans, including specific impaired loans are recorded as a reduction of principal, and interest income is only recorded once principal recovery is reasonably assured. The allowance for loan losses is maintained at a level which, in management's judgment, is adequate to absorb credit losses inherent in the loan portfolio. The amount of the allowance is based on management's evaluation of the collectibility of the loan portfolio, including the nature of the portfolio, credit concentrations, trends in historical loss experience, specified impaired loans, and economic conditions. Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows. The allowance is increased by a provision for loan losses, which is charged to expense, and reduced by charge-offs, net of recoveries. Changes in the allowance relating to impaired loans are charged or credited to the provision for loan losses. Because of uncertainties inherent in the estimation process, management's estimate of credit losses inherent in the loan portfolio and the related allowance may change in the near term.
Clause type: compensation
 452 1. Minimum Basic Compensation . . . . . . . . . . . . . . . . . . . . 452 2. Comedy-Variety Programs . . . . . . . . . . . . . . . . . . . . . . . 453 a.
Clause type: payment
 26.4.1 Amounts payable under this Agreement are due and payable within thirty (30) days after the date of invoice.
Clause type: definitions
In this Indenture and in the Debentures, unless there is something in the subject matter or context inconsistent therewith, the expressions following shall have the following meanings, namely:
Clause type: vesting
 (a) All Restricted Stock Units subject to this Award shall vest in full on the third anniversary of the Award Date, provided the Participant is Chairman on such anniversary.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof.
Clause type: indemnification
The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an officer of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the extent permitted by applicable law. The right to indemnification conferred in this Section 18 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”); provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it is ultimately determined that such Indemnitee is not entitled to be indemnified under this Section 18 or otherwise.
Clause type: miscellaneous
No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision and no waiver shall constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all parties. This Agreement constitutes the entire agreement between the parties and supersedes any prior agreements or negotiations. There are no third party beneficiaries of this Agreement.
Clause type: ownership_of_shares
 On the date hereof, the Shares are owned of record and beneficially by Stockholder and, on the date hereof, the Shares constitute all of the shares of Pulte Common Stock owned of record or beneficially by Stockholder other than shares of Pulte Common Stock subject to issuance upon the exercise of options held by the Stockholders and the Stockholders' share of Pulte Common Stock held by the Pulte Corporation Common Stock Fund or the Pulte Home Corporation Investment Savings Plan (the "Plan Shares"). Each Stockholder has good and valid title to the Shares, free and clear of any lien, charge, encumbrance or claim of whatever nature. Stockholder has sole voting power and sole power of disposition with respect to the Shares, with no restrictions on Stockholder's rights of disposition pertaining thereto, subject to applicable federal and state securities laws (including Rules 144 and 145).
Clause type: investment-company-act
 Parent is not an “investment company” or an entity “controlled” by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.
Clause type: miscellaneous
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer or director as may be designated by the Parent Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement together with all exhibits hereto sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Connecticut without regard to its conflicts of law principles.
Clause type: notices
All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery:
Clause type: base-salary
 Executive’s initial base salary shall be $420,000 per year, which base salary shall be payable in accordance with INTCX’s standard payroll practices and policies for senior executives and shall be subject to such withholdings as required by law or as otherwise permissible under such practices or policies. Executive’s base salary shall be subject to annual review and periodic increases as determined by the Compensation Committee of INTCX’s Board of Directors or, at the discretion of such Board of Directors, the Board of Directors as a whole.
Clause type: representations
and Warranties. The representations and warranties by SUB and PARENT in Article II herein shall be true and accurate in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties had been made at and as of the Closing Date, except to the extent that any changes therein are specifically contemplated by this Agreement.
Clause type: base-salary
 During the Term, the Company shall pay Employee, pursuant to the Company’s normal and customary payroll procedures but not less frequently than monthly, a base salary at the rate per annum set forth on Exhibit A (the “Base Salary”). The Base Salary is subject to review annually throughout the Term by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”) in its sole discretion.
Clause type: interest
 In the event the Non-Defaulting Party is entitled to receive an amount of money by reason of the Defaulting Party’s default hereunder, then, in addition to such amount of money, the Defaulting Party shall promptly pay to the Non-Defaulting Party a sum equal to interest on such amount of money accruing at the rate of 1.5% per month during the period between the date such payment should have been made hereunder and the date of the actual payments thereof.
Clause type: payment
 (a) The employee shall receive a minimum payment of four (4) straight time hours pay including payment for Call Time and time worked.
Clause type: base-salary
 As payment for the services to be rendered by the Executive as provided in Section 1 and subject to the provisions of Section 2 of this Agreement, the Company will pay the Executive a “Base Salary” at the rate of $290,000 per year, payable on the Company’s normal payroll schedule. The Executive’s “Base Salary” may be increased in accordance with the provisions hereof or as otherwise determined from time to time by the Board.
Clause type: interest
 (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at a rate per annum equal to the Alternate Base Rate.
Clause type: grant
 Auerbach is hereby granted the right to purchase, at any time from _____ ___, 2000 until 5:30 p.m., New York time, on _____ ___, 2005 (5 years from the effective date (the "Effective Date") of the registration statement and any supplement thereto, on Form S-1, No.333- 88737 (the "Registration Statement")), at which time the Representatives' Warrants expire, up to an aggregate 140,000 shares of Common stock (subject to adjustment as provided in Section 8 hereof), at an initial exercise price (subject to adjustment as provided in Section 11 hereof) of $_____ (160% of the public offering price) (the "Exercise Price").
Clause type: entire
Agreement. This Agreement and the Purchase Agreement (including all schedules and exhibits thereto) constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or therein. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Clause type: compensation
 For all services rendered by the Employee in any capacity during the term of this Agreement, and for his undertakings with respect to confidential information, non-solicitation and disparaging remarks set forth in sections 6 and 7 below, the Employee shall be entitled to the following:
Clause type: employee_benefits
 During the Term, Employee shall be entitled to participate at the same level as other senior executive officers of the Company in any group insurance, hospitalization, medical, health and accident, disability, fringe benefit and tax-qualified retirement plans or programs of the Company now existing or hereafter established to the extent that he is eligible under the general provisions thereof. For the term of this Agreement, Employee shall be entitled to paid vacation at the rate of (4) weeks per annum. In accordance with Company policy, unused vacation may not be carried over from year to year.
Clause type: interest
 3.1 The particular Principal Amount, or any part thereof that remains due and owing to ACFA from time to time, shall bear interest in the manner and at the rate set out in each Debenture.
Clause type: miscellaneous
Section 6.01. The Secretary, Additional Secretary, Joint Secretary, Director, or Deputy Secretary, in the Department of Economic Affairs of the Ministry of Finance of the Borrower is designated as representative of the Borrower for the purposes of Section 12.02 of the Loan Regulations.
Clause type: base-salary
 As an annual base salary (“Base Salary”) for all services rendered pursuant to this Agreement, Executive will be paid an initial Base Salary in the gross amount of $450,000 calculated on an annualized basis, less necessary withholdings and authorized deductions, and payable pursuant to the Company’s regular payroll practices at the time. The Base Salary is first subject to review and adjustment within the first three (3) months after the end of the fiscal year that includes the Effective Date, and, thereafter, subject to periodic review and adjustment not less frequently than annually within the first three (3) months after the end of the next successive fiscal year, in the sole discretion of the Company. Executive’s Base Salary will not be reduced from the level in effect from time to time, except that the Base Salary may be reduced in connection with a salary reduction program of general application to senior executives of the Company where each experiences a substantially similar reduction on a percentage basis.
Clause type: loans
 (i) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Laurus may make loans (the “Loans”) to Companies from time to time during the Term which, in the aggregate at any time outstanding, will not exceed the lesser of (such amount, the “Available Amount”) (x)(I) the Capital Availability Amount minus (II) such reserves as Laurus may reasonably in its good faith judgment deem proper and necessary from time to time based on the occurrence of significant business developments of any Company (the “Reserves”); provided that Laurus cannot create or increase any Reserves solely by reason of the results of the Company’s field trial involving its “SuperCapacity” adaptive array base stations and (y) an amount equal to (I) the Accounts Availability plus (II) the Inventory Availability plus (III) the Applicable Availability Adjustment Amount minus (IV) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) plus Section 2(a)(i)(y)(II) plus Section 2(a)(i)(y)(III) minus Section 2(a)(i)(y)(IV) shall be referred to as the “Formula Amount”; provided, however, that (A) the Formula Amount determined after the creation of Reserves by Laurus in its good faith judgment (solely with respect to such determination) (i) shall not be used as the basis for payment of the interest due on Overadvances under Section 5(b)(ii) and (ii) shall not be used for 60 days following such determination to determine whether the aggregate outstanding principal amount of the Loans prior to such increase or decrease are in excess of the Formula Amount in order to require a payment under Section 3(d) and (B) so long as no Event of Default has occurred and is continuing, the Available Amount shall not be less than Applicable Availability Adjustment Amount at such time. Within such limits, and subject to the terms and conditions hereof, the Companies may obtain Loans, repay Loans and obtain Loans again on one or more occasions. The Companies shall, jointly and severally, execute and deliver to Laurus on the Closing Date the Revolving Note and the Minimum Borrowing Note evidencing the Loans.
Clause type: now
THEREFORE for and in consideration of the promises and the mutual covenants herein contained, and intending to be legally bound hereby, the parties agree as follows:
Clause type: base-salary
 During the Term, as compensation for Executive’s services hereunder, Executive shall receive a salary at the annualized rate of Three Hundred Seventy-Five Thousand Dollars ($375,000) per year (“Base Salary” as may be adjusted from time to time), which shall be paid in accordance with the Company’s normal payroll practices and procedures, less such deductions or offsets required by applicable law or otherwise authorized by Executive.