bhaskrr/legal-clauses huggingface dataset:
Clause type: interest
 Subject to the terms of this Agreement (including, without limitation, Section 2.15), interest on the Loans shall accrue and be payable at a rate per annum equal to the Floating Rate. Interest on all Loans shall be computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed (including the first day but excluding the last day) during the period for which payable. Interest provided for herein shall be calculated on unpaid sums actually advanced and outstanding pursuant to the terms of this Agreement and only for the period from the date or dates of such advances until repayment. Notwithstanding the foregoing, interest on past-due principal and, to the extent permitted by applicable law, past-due interest, shall accrue at the Default Rate, computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed (including the first day but excluding the last day) during the period for which payable, and shall be payable upon demand by the Lender at any time as to all or any portion of such interest.
Clause type: whereas
pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture.
Clause type: representations
and Warranties. The failure of any representation or warranty made or deemed made by the Servicer under this Agreement or any other Transaction Document to be true and correct in any material respect when made.
Clause type: representations
and Warranties. Each Credit Party hereby represents and warrants that (i) each Credit Party that is party to this Amendment: (a) has the requisite corporate power and authority to execute, deliver and perform this Amendment, as applicable and (b) is duly authorized to, and has been authorized by all necessary corporate action, to execute, deliver and perform this Amendment, (ii) the representations and warranties contained in Section 6 of the Amended Credit Agreement are true and correct in all material respects on and as of the date hereof upon giving effect to this Amendment as though made on and as of such date (except for those which expressly relate to an earlier date) and (iii) no Default or Event of Default exists under the Existing Credit Agreement on and as of the date hereof upon giving effect to this Amendment.
Clause type: whereas
LIFE COMPANY will serve as the depositor of the Accounts, each of which is registered as a unit investment trust investment company under the 1940 Act (or exempt therefrom), and the security interests deemed to be issued by the Accounts under the Contracts will be registered as securities under the 1933 Act (or exempt therefrom); and
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Clause type: investment-company-act
 Seller is not, and is not controlled by, an "investment company" registered or required to be registered under the Investment Company Act of 1940, as amended.
Clause type: investment-company-act
 Assuming compliance by each of the Lenders and any participant with Section 12.06, neither the Borrower nor the pool of Collateral is required to register as an “investment company” under the Investment Company Act.
Clause type: severability
It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
Clause type: interest
 (a) The Borrower will pay interest in respect of the unpaid principal amount of each Loan, from the date of Borrowing thereof until such principal amount shall be paid in full, (i) at the Adjusted Base Rate, as in effect from time to time during such periods as such Loan is a Base Rate Loan, and (ii) at the Adjusted LIBOR Rate, as in effect from time to time during such periods as such Loan is a LIBOR Loan.
Clause type: ownership_of_shares
 ICNB is the record owner, and has good and valid title to, the Shares, free and clear of any charge, mortgage, pledge, security interest, lien, or encumbrance, other than restrictions on transfer imposed by applicable securities laws. ICNB is not a party to any option, warrant, right, contract, call, put or other agreement or commitment providing for the disposition or acquisition of any such Shares, nor is ICNB a party to any voting trust, proxy or other contract, agreement or understanding with respect to the voting of any such Shares. Upon delivery to CANB at the Closing of stock certificates representing the Shares, good and valid title to the Shares will pass to CANB, free and clear of any charge, mortgage, pledge, security interest, lien, or encumbrance, other than restrictions on transfer imposed by applicable securities laws.
Clause type: stock_option
 The Executive is hereby granted stock options (the “Stock Options”) to purchase 300,000 shares of ELC’s common stock at a price (the “Exercise Price”) equal to i) the closing price of the common stock on the first day of the Employment Period, or ii) $1.00, which ever is greater. Such Stock Options shall vest in accordance with the following schedule: • Upon execution of this Agreement and the start of the Employment Period, Executive shall become immediately vested in Stock Options to purchase 100,000 shares of the Company’s common stock at the Exercise Price; and • On the first anniversary of the first day of the Employment Period, so long as Executive is employed by the Company as its President on such date, Executive shall become immediately vested in Stock Options to purchase 100,000 shares of the Company’s common stock at the Exercise Price; and • On the second anniversary of the first day of the Employment Period, so long as Executive is employed by the Company as its President on such date, Executive shall become immediately vested in Stock Options to purchase 100,000 shares of the Company’s common stock at the Exercise Price. For all purposes of this Section 5, a “Change in Control” shall be deemed to have occurred when (i) ELC is merged or consolidated with another entity which is not then controlled by ELC and, as a result, such merger or consolidation results in at least fifty-one percent (51%) or greater of ELC’s common stock being controlled or owned by another entity, or (ii) a majority of the ELC’s assets are sold or otherwise transferred to another entity that is not then controlled by or affiliated with ELC. Upon the occurrence of a Change in Control, the Stock Options granted pursuant to this Section 5 shall be automatically and immediately vested and become exercisable by Executive, subject to the terms of Section 8 of this Agreement. Unless otherwise provided herein, the terms of the Stock Options granted pursuant to this Section 5 shall be governed in accordance with the provisions of ELC’s 2001 Employee Stock Incentive Plan (the “Plan”). The Stock Options issued pursuant to this agreement shall be incentive stock options to the extent permitted by law and the terms of the Plan, and the balance shall be non-qualified options. If Executive’ employment with the Company is terminated, as provided in Section 8, such Stock Options (whether or not vested) shall survive or terminate as provided under Section 8.
Clause type: miscellaneous
(a) This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
Clause type: compensation
 CITY shall pay FIRST PARTY an all-inclusive fee that shall not exceed the amount as described in Exhibit A-1, Scope of Services- Hourly Rates. This compensation shall be based on the rates described in Exhibit A-1. All payments, including fixed hourly rates, shall be inclusive of all indirect and direct charges to the Project incurred by FIRST PARTY. The CITY reserves the right to withhold payment if the CITY determines that the quantity or quality of the work performed is unacceptable. FIRST PARTY’s fee for the services as set forth herein shall be considered as full compensation for all indirect and direct personnel, materials, supplies and equipment, and serviced incurred by FIRST PARTY and used in carrying out or completing the work. Payments shall be monthly for the invoice amount or such amount as approved by CITY. As each payment is due, FIRST PARTY shall submit a statement describing the services performed to CITY. This statement shall include, at minimum, the project title, agreement number, the title(s) pf personnel performing work, hours spent, payment rate, and a listing of all reimbursable costs. Payment shall be for the invoice amount or such other amount as approved by the CITY. Payments are due upon receipt of written invoices. CITY shall have the right to receive, upon request, documentation substantiating charges bulled to CITY. CITY shall have the right to perform an audit of the FIRST PARTY’s relevant records pertaining to the charges.
Clause type: representations
and Warranties. The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects on the date hereof and on and as of the Closing Date as if made on and as of such date.
Clause type: entire
Agreement. This Agreement, collectively with any schedule, exhibit or other agreements referenced herein, is made in the English language and constitutes the entire agreement between the Parties with respect to the subject matter hereof. This Agreement supersedes all previous communications or agreements (oral or written) between the Parties with respect to the subject matter hereof.
Clause type: confidentiality
During the term of this Agreement, each party will have access to certain confidential information of the other party, including but not limited to trade secrets, financial data and projections, data regarding suppliers and customers operations methods and practices, and marketing and sales approaches (the "Confidential Information"). Each party acknowledges that all Confidential Information which may be disclosed to it by the other party or which may come to the attention of such party (or its agents) in connection with the provision of services under this Agreement is confidential. Accordingly, each party agrees not to disclose such Confidential Information (or suffer its agents to disclose such Confidential Information) unless required to do so by law or unless such party has first obtained the prior written consent of the other party. Each party further agrees not to use such Confidential Information (or suffer its agents to use such Confidential Information) in any manner except in connection with the performance of the services described in this Agreement. Each party further agrees to take reasonable steps necessary to insure that no disclosure or use prohibited by this paragraph is made, including, without limitation, those steps, which a reasonable person would take to protect his own information, data or other tangible or intangible property, which he regards as proprietary or confidential. Upon breach of this paragraph, the non-breaching party shall be entitled to injunctive relief, either pending litigation or permanently or both, against the breaching party, since the Parties acknowledge that a remedy at law would be inadequate and insufficient. In addition, the non-breaching party shall be entitled to recover such damages as it may demonstrate as sustained by reason of such breach. Nothing contained herein or in any other provision of this Agreement shall be construed as limiting a party's remedies under this paragraph in any manner.
Clause type: interest
 The following interest rates may be applicable to any Loan or Loans, as requested by the Borrowers from time to time.
Clause type: investment-company-act
 The Company is not, and immediately after the Closing will not be, an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act.
Clause type: headings
The headings in this Agreement are for purposes of -------- reference only and will not affect the meaning or construction or any of the provisions hereof.
Clause type: investment-company-act
 Each of the Company and the Operating Partnership is familiar with the Investment Company Act, and the rules and regulations thereunder, and will conduct its affairs in such a manner as to reasonably ensure that none of the Company, the Operating Partnership nor any of the Subsidiaries will be or become, at any time prior to the termination of this Agreement, required to register as an “investment company,” as such term is defined in the Investment Company Act, assuming no change in the Commission’s current interpretation as to entities that are not considered an investment company.
Clause type: investment-company-act
 Other than the Initial Borrower, which is an “investment company” that has elected to be regulated as a “business development company” within the meaning of the Investment Company Act of 1940, as amended, no Borrower is required to be registered as an “investment company” as defined in the Investment Company Act of 1940, as amended.
Clause type: conversion_of_shares
 (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:
Clause type: whereas
Landlord and Tenant desire to modify and amend the Existing Lease only in the respects and on the conditions hereinafter stated.
Clause type: insurance
Maintain insurance with financially sound and reputable insurance companies against such risks and in such amounts as are customarily maintained by similar businesses and as may be required by Applicable Law; deliver to any Agent upon its request (which request shall not be made by the Agents, in the aggregate, more than once per Fiscal Year) a detailed list of the insurance then in effect, stating the names of the insurance companies, the amounts and rates of the insurance, the dates of the expiration thereof and the properties and risks covered thereby.
Clause type: compensation
 The Board of Managers may determine the compensation of Managers. In addition, as determined by the Board of Managers, Managers may be reimbursed by the Company for their expenses, if any, in the performance of their duties as Managers. Managers who serve as members of any committee of the Board of Managers in consideration of serving as such shall be entitled to such additional amount per annum or such fees for attendance at committee meetings, or both, as the Board of Managers may from time to time determine, together with reimbursement for their expenses, if any, in the performance of their duties. No such compensation or reimbursement shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor.
Clause type: base-salary
 During the Term of Employment, Bank shall pay Executive, at a minimum, a base salary of $160,000.00 per full calendar year ("Base Salary"), appropriately prorated for partial months at the commencement and end of the term of this Agreement. Bank shall review the amount of such Base Salary no less often than annually. Any salary adjustment shall be based on: (i) Executive's performance since Executive's last review; (ii) the performance and profitability of the Bank; and (iii) the Bank's salary policy effective at the time of any such salary review and adjustment. Bank shall have the right to deduct from payment of all compensation to Executive hereunder any federal, state or local taxes required by law to be withheld with respect to such payments and any other amounts specifically authorized to be withheld or deducted by Executive.
Clause type: grant
 The Company hereby grants to the Employee under the Plan an award of the Number of Restricted Stock Units set forth on the Notice of Grant, subject to all of the terms and conditions in this Agreement and the Plan. When Shares are paid to the Employee in payment for the Restricted Stock Units, par value will be deemed paid by the Employee for each Restricted Stock Unit by past services rendered by the Employee, and will be subject to the appropriate tax withholdings. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Plan.
Clause type: indemnification
The Issuer shall, or shall cause the Administrator to, indemnify each of the Owner Trustee, the Delaware Trustee, the Paying Agent, the Certificate Registrar, any Authenticating Agent and any co-trustee and their respective officers, directors, employees and agents (each, an “Indemnified Party”) against any and all loss, liability or expense (including reasonable attorney’s fees and expenses) incurred by such Indemnified Party in connection with the administration of the Issuer and the performance of its duties hereunder not resulting from its own willful misconduct, gross negligence or bad faith. Any Indemnified Party seeking indemnity in respect of any such claim shall notify the Issuer and the Administrator promptly of such claim. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Delaware Trustee or the termination of this Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Owner Trustee’s or the Delaware Trustee’s choice of legal counsel shall be subject to the approval of the Depositor (or if the Depositor is no longer an owner, the designee of the Depositor), which approval shall not be unreasonably withheld. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by any Indemnified Party (1) through such party’s own willful misconduct, gross negligence or bad faith or (2) in the case of the inaccuracy of any representation or warranty contained in Sections 7.03 expressly made by the Owner Trustee or the Delaware Trustee, as applicable. The Indemnified Parties’ right to indemnification shall include any reasonable legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim, suit, arbitration or mediation brought) by an Indemnified Party of any indemnification or other obligation of the Issuer, the Servicer, the Administrators, the Noteholders or the Note Owners.
Clause type: investments
 Make, or permit any of its Subsidiaries to make, any loan or advance to any Person or purchase or otherwise acquire, or permit any such Subsidiary to purchase or otherwise acquire, any capital stock, assets (except as otherwise permitted by this Agreement), obligations or other securities of, make any capital contribution to, or otherwise invest in, or acquire any interest in, any Person, except:
Clause type: definitions
For purposes of this Amendment, capitalized terms shall have the meanings ascribed to them in the Existing Lease unless otherwise defined herein. The Existing Lease, as amended by this Amendment, is referred to collectively herein as the “Lease.” From and after the date hereof, the term “Lease,” as used in the Existing Lease, shall mean the Existing Lease, as amended by this Amendment.
Clause type: investment-company-act
 No Borrower or Subsidiary is directly or indirectly controlled by or acting on behalf of any person which is an "investment company" within the meaning of the Investment Company Act of 1940, as amended.
Clause type: notices
All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed (registered or certified mail, return receipt requested), personally delivered or sent by facsimile transmission and confirmed and shall be deemed given when so delivered or faxed and confirmed or if mailed, two (2) days after such mailing. If to the Representative: Joseph Gunnar & Co., LLC 30 Broad Street, 11th Fl New York, NY 10004 Attn: Mr. Eric Lord, Head of Investment Banking/Underwritings Fax No.: (646) 461-2729 with a copy (which shall not constitute notice) to: Sichenzia Ross Friedman Ference LLP 61 Broadway New York, New York 10006 Attn: Gregory Sichenzia, Esq. Fax No.: (212) 930-9725 If to the Company: Aytu Bioscience, Inc. 373 Inverness Parkway, Suite 206 Englewood, Colorado 80112 Attention: Joshua R. Disbrow, Chief Executive Officer Fax No: with a copy (which shall not constitute notice) to: Wyrick Robbins Yates & Ponton LLP 4101 Lake Boone Trail, Suite 300 Raleigh, North Carolina 27607 Attention: Alexander M. Donaldson, Esq. Fax No: (919) 781-4865
Clause type: representations
and Warranties. The Borrower represents and warrants to the Agent and the Banks that:
Clause type: miscellaneous
The section headings contained in this Agreement are inserted as a matter of convenience and shall not be considered in interpreting or construing this Agreement. This Agreement may be executed concurrently in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining provisions. Time is of the essence of this Agreement and the obligations of the parties hereto.
Clause type: base-salary
 In consideration of the services to be rendered under this Agreement, the Company shall pay to Employee a salary at the rate of Four Hundred Ten Thousand Dollars ($410,000) per year, as adjusted as permitted in this subsection (the "Base Salary"). The Base Salary shall be paid in accordance with the Company's standard bi-weekly payroll practices. The Base Salary will be reviewed and adjusted from time to time in accordance with the Company's procedures for adjusting salaries for senior executives.
Clause type: definitions
The terms defined in Section 14 and elsewhere in this Master Agreement will have the meanings therein specified for the purpose of this Master Agreement.
Clause type: payment
 (a) The Royalty shall be calculated and paid on a quarterly basis within 45 days after the end of each quarter of the Fiscal Period in respect of the actual proceeds received in such fiscal quarter.