bhaskrr/legal-clauses huggingface dataset:
Clause type: counterparts
This Agreement and any Terms Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement, which may be delivered by facsimile or in .pdf file via e-mail.
Clause type: payment
 Subject to Section 5 (“Prohibited Purchases”), payment for any shares of Common Stock purchased by the Company pursuant to Section 3.1 shall be made on the date that is 30 days (or the first business day thereafter if the 30th day is not a business day) following the date of the receipt by a Management Stockholder of the Company’s notice with respect to such shares pursuant to Section 3.2; provided, however, that in the event the Company is conducting an Appraisal as required under Section 4.1 and such Appraisal is not completed by such 30th day, then within five business days of the completion of such Appraisal.
Clause type: investments
 The Borrower shall not, and shall not permit any of its Subsidiaries to make any Investment other than (i) Permitted Investments or (ii) Investments in one or more Persons which will, upon the making of such Investment, become a Subsidiary or be merged or consolidated with or into or transfer or convey all or substantially all of its assets to, the Borrower or a Subsidiary thereof; provided, however, that (1) such Person’s primary business is the Telecommunications Business, (2) the Borrower would have been in compliance with the covenants contained in Section 8.3 of this Agreement as of the end of the last four fiscal quarters, giving pro forma effect to such Investment, and the projections for the Borrower, giving effect to such Investment, would be in compliance with the covenants contained in Section 8.3 of this Agreement as of the end of the next four fiscal quarters, (3) no Indebtedness is assumed or incurred in connection with the acquisition other than Permitted Indebtedness, (4) such Person shall have executed and delivered a guaranty of the Obligations to the Administrative Agent for the benefit of the Lenders in form an substance satisfactory to the Administrative Agent on behalf of the Lenders and (5) such Person (except where such Person is merged into the Borrower or a Subsidiary thereof) agrees in writing to be bound by the terms of the Financing Documents; and provided further that an Investment will not be permitted under this clause (ii) if the sum of consideration to be paid in respect of such Investment plus the consideration paid in respect of all previous Investments made under this clause (ii) exceeds US$2,000,000 in the aggregate. For purposes of the foregoing clause, “consideration” shall mean with respect to any acquisition all cash and non-cash consideration actually paid or required to be paid by the Borrower or any of its Subsidiaries, including the principal amount of any assumed Indebtedness and deferred amounts in the nature of holdbacks (to the extent not distributed to the Borrower or any of its Subsidiaries.
Clause type: payment
 Tenant shall pay all Property Taxes (as defined below) applicable to the Premises during the Term. Each payment shall be made at least ten (10) days prior to the delinquency date of such payment; provided, however, that if (i) in connection with any financing obtained by Landlord on the Premises or any portion thereof, Landlord is required to pay into an impound account any sums due as Property Taxes, and (ii) Tenant has at any time committed a default under paragraph 17 of this Lease by failing to pay when due and prior to the expiration of any applicable cure period any monetary amounts to be paid by Tenant under this Lease, then Tenant shall pay such sums to Landlord in satisfaction of Tenant's obligations to pay such sums due as Property Taxes as additional rent and without deduction or offset on or before the first day of each and every month during which said sums are required to be impounded. Tenant shall promptly furnish Landlord with evidence satisfactory to Landlord that Property Taxes have been paid. If any Property Taxes due with respect to the Premises shall cover any period of time prior to or after the expiration of the Term, Tenant's share of such Property Taxes shall be equitably prorated to cover only the period of time within the tax fiscal year during which this Lease shall be in effect. If Tenant shall fail to pay any Property Taxes, Landlord shall have the right, but not the obligation, to pay the same, in which case Tenant shall repay such amount to Landlord with Tenant's next Rent installment.
Clause type: capitalization
 So long as this as this Note is outstanding, upon written request of the Holder, the Company shall furnish to the Holder the then-current number of common shares issued and outstanding, the then-current number of common shares authorized, and the then-current number of shares reserved for third parties.
Clause type: payment
 The Purchaser encloses herewith a check payable to, or will immediately make a wire transfer payment to, “Vita Food Products, Inc.,” in the full amount of the purchase price of the Units 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 subscriptions for $2,500,000 are not received.
Clause type: definitions
For purposes hereof, the following terms shall have the meanings set forth below:
Clause type: shares
 The shares of any member of the Group which are subject to the Transaction Security are fully paid and not subject to any option to purchase or similar rights. The constitutional documents of companies whose shares are subject to the Transaction Security do not and could not restrict or inhibit any transfer of those shares on creation or enforcement of the Transaction Security. There are no agreements in force which provide for the issue or allotment of, or grant any person the right to call for the issue or allotment of, any share or loan capital of any member of the Group (including any option or right of pre-emption or conversion).
Clause type: compensation
 For the duration of Executive’s employment hereunder, the Executive will be entitled to compensation which will be computed and paid pursuant to the following subparagraphs.
Clause type: headings
The division of this Agreement into sections and the insertion of headings are for convenience only and do not form part of this Agreement and will not be used to interpret, define or limit the scope, extent or intent of this Agreement.
Clause type: headings
The headings and captions of this Agreement are provided for convenience only, and are not intended to have any effect upon the interpretation or construction of the Agreement.
Clause type: investment-company-act
 The Board of Managers shall use its best efforts to assure that the Company shall not be subject to registration as an investment company pursuant to the Investment Company Act of 1940, as amended.
Clause type: grant
 Subject to the terms of the Plan and this Performance Unit Agreement, the Company hereby conditionally grants to the Recipient that number of performance units equal to the corresponding number of shares of the Company’s Stock (the “Underlying Shares”) shown in the Customizing Information under “Performance Units Granted.” The grant described in the preceding paragraph is contingent upon the satisfaction of the “Performance Criteria” over the “Performance Period,” each as shown in the Customizing Information. The Committee shall determine whether such Performance Criteria have been satisfied.
Clause type: counterparts
This Agreement may be executed through the use of separate signature pages or in any number of counterparts and by facsimile, and each of such counterparts shall, for all purposes, constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. Signatures may be facsimiles.
Clause type: base-salary
 Effective July 1, 2000, as payment for the services to be rendered by the Employee as provided in Section 1 and subject to the terms and conditions of Section 2, the Employer agrees to pay to the Employee a "Base Salary" at the rate of $180,000 per annum, payable in equal bi-weekly installments. The Base Salary for each calendar year (or proration thereof) beginning January 1, 2001 shall be determined by the Board of Directors of Avocent Corporation upon a recommendation of the Compensation Committee of Avocent Corporation (the "Compensation Committee"), which shall authorize an increase in the Employee's Base Salary in an amount which, at a minimum, shall be equal to the cumulative cost-of-living increment on the Base Salary as reported in the "Consumer Price Index, Huntsville, Alabama, All Items," published by the U.S. Department of Labor (using July 1, 2000, as the base date for computation prorated for any partial year). The Employee's Base Salary shall be reviewed annually by the Board of Directors and the Compensation Committee of Avocent Corporation.
Clause type: termination
This Agreement may be terminated at any time, without penalty, by the Trustees of the Trust, or by the shareholders of the Fund acting by vote of at least a majority of its outstanding voting securities, provided in either case that sixty (60) days advance written notice of termination be given to JCM at its principal place of business. This Agreement may be terminated by JCM at any time, without penalty, by giving sixty (60) days advance written notice of termination to the Trust, addressed to its principal place of business. The Trust agrees that, consistent with the terms of the Trust Instrument, the Trust shall cease to use the name "Janus" in connection with the Fund as soon as reasonably practicable following any termination of this Agreement if JCM does not continue to provide investment advice to the Fund after such termination.
Clause type: confidentiality
8.1 If, prior to the conclusion of this Agreement and during the term of this Agreement, a Party (hereinafter referred to as the “Disclosing Party”) has disclosed or may from time to time disclose to the other Party (hereinafter referred to as the “Receiving Party”) the confidential information of that Party (including, but not limited to, business information, customer information, financial information, contracts, etc.), the Receiving Party must keep the confidential information confidential and shall not use the confidential information for any purposes other than those specified in this Agreement. The foregoing do not apply to the information: (i) the Receiving Party has possessed prior to the disclosure by the Disclosing Party to it evidenced by any written records; (ii) which is or will be accessible to the public not due to the Receiving Party’s breach of this Agreement; (iii) the Receiving Party has obtained from a third party who has no obligation to keep the information confidential; and (iv) disclosed by either Party under the relevant laws and regulations or as required by the regulatory authorities, or disclosed to its employees, agents, legal counsels or financial counsels in its normal course of business (provided that the Receiving Party shall ensure that such persons comply with the relevant terms and conditions of this Agreement, and shall be held liable for any breach of the relevant terms and conditions hereof by the above persons).
Clause type: assignment
No parties to this Agreement may assign any of their respective rights under this Agreement without the prior consent of each of the other parties. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of each of the parties, as applicable. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and assigns, as applicable.
Clause type: compensation
 For the services provided and the expenses assumed pursuant to this Agreement, Manager will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a portfolio management fee equal to 50.0% of the remainder of (a) the investment management fee payable by the Fund to the Manager based on average daily net assets pursuant to the Management Agreement, less (b) any management fee waivers, expense reimbursement payments, supermarket fees and alliance fees waived, reimbursed or paid by the Manager in respect of the Fund. The management fee shall accrue on each calendar day, and shall be payable monthly on the first business day of the next succeeding calendar month. The daily fee accrual shall be computed by multiplying the fraction of one divided by the number of days in the calendar year by the applicable annual rate of fee, and multiplying this product by the net assets of the Trust, determined in the manner established by the Board of Trustees, as of the close of business on the last preceding business day on which the Trust’s net asset value was determined. For the month and year in which this Agreement becomes effective or terminates, there shall be an appropriate proration on the basis of the number of days that the Agreement is in effect during the month and year, respectively.
Clause type: ownership_of_shares
 Neither Parent nor Buyer, nor any of their respective Subsidiaries, beneficially owns any Shares or other securities of the Company or any options, warrants or other rights to acquire any economic interest in, the Company.
Clause type: governing
Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.
Clause type: notices
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by courier service, by cable, by telecopy, by telegram, by telex or registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the addresses set forth below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 6.3):
Clause type: base-salary
 A lump sum payment equal to 6 months of your annual base salary as in effect immediately prior to your Involuntary Termination (less applicable withholding taxes).
Clause type: payment
 You are responsible for making full and timely payment for the Software license. You shall pay all of NetIQ’s reasonable fees, costs and expenses (including reasonable attorneys’ fees) if legal action is required to collect outstanding balances.
Clause type: base-salary
 In consideration of the services rendered by the Employee pursuant to Section 1 hereof, the Company shall pay the Employee a base salary (the "Base Salary") of $100,000 per annum payable in accordance with the Company's normal payment practices but in no event less frequently than monthly. At the end of each year during the term hereof, the Base Salary shall be reviewed by the Compensation Committee of the Board (the "Compensation Committee") and may be increased (but not decreased) in the Compensation Committee's absolute discretion.
Clause type: investments
 Acquire, after the Agreement Date, any Business Unit or Investment or, after such date, maintain any Investment other than Permitted Investments.
Clause type: notices
Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given on the earliest of
Clause type: capitalization
 (a) The authorized capital stock of each Company consists of three thousand (3,000) shares of common stock, $0.01 par value per share (the “Common Stock”). There are one hundred (100) shares of Common Stock of each Company issued and outstanding and held beneficially and of record by Seller, and no shares of Common Stock are held by any Company as treasury stock. All of the issued and outstanding shares of Common Stock of each Company have been duly authorized for issuance, are validly issued, fully paid and non-assessable, and were issued in compliance with all applicable federal and state securities laws and are referred to in this Agreement as the “Shares”. No shares of Common Stock have been issued or transferred in violation of any rights, agreements, commitments or arrangements under applicable Law, the certificate of incorporation or bylaws of any Company or any contract to which such Company is a party or by which it is bound.
Clause type: severability
The Employee agrees that in the event that any court of competent jurisdiction shall finally hold that any provision of Section 6 or 9 hereof is void or constitutes an unreasonable restriction against the Employee, the provisions of such Section 6 or 9 shall not be rendered void but shall apply with respect to such extent as such court may judicially determine constitutes a reasonable restriction under the circumstances. If any part of this Agreement other than Section 6 or 9 is held by a court of competent jurisdiction to be invalid, illegible or incapable of being enforced in whole or in part by reason of any rule of law or public policy, such part shall be deemed to be severed from the remainder of this Agreement for the purpose only of the particular legal proceedings in question and all other covenants and provisions of this Agreement shall in every other respect continue in full force and effect and no covenant or provision shall be deemed dependent upon any other covenant or provision.
Clause type: taxes
 All payments by the Borrower of principal of, and interest on, the Loans and all other amounts payable hereunder shall be made free and clear of and without deduction for any present or future excise, stamp or other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, other than income and franchise taxes (such non-excluded items being called "Taxes"). In the event that any withholding or deduction from any payment to be made by the Borrower hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, as notified by the Lender to the Borrower, then the Borrower will
Clause type: assignment
This Agreement, its rights and obligations, is not assignable or transferable by either Party, in whole or in part, except with the prior written consent of the other Party, which consent will not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, either Party may transfer and assign this Agreement to any of its affiliates or in connection with any merger, consolidation or sale of assets without the other Party’s prior consent provided (a) that any such assignment will not result in the assigning Party being released or discharged from any liability under this Agreement, and (b) the purchaser/assignee will expressly assume all obligations of the assigning Party under this Agreement. The assigning Party will provide the other Party with written notice of such assignment prior to or promptly following the effective date of such assignment. A change of control shall be deemed an assignment requiring consent hereunder provided that any transfer or assignment that results in Seller’s and Buyer’s current common parent, Reynolds Group Holdings Limited, ceasing to control either party shall not require consent of the other party. The restrictions in this Section will not preclude a Party for authorizing an Affiliate to purchase or sell a product on behalf of a Party under this Agreement. Subject to the foregoing, all of the terms, conditions and provisions of this Agreement shall be binding upon and shall inure to the benefit of the successors and assignees of the respective Parties.
Clause type: compensation
 For the services rendered by Consultant under this Agreement, the Company shall pay to Consultant the compensation specified in the Schedule, subject to the terms and conditions set forth in this Agreement.
Clause type: investments
 Make, or permit any of its Subsidiaries to make, any Investment in any Person that is not engaged in a line of business that is similar or related to any business (including any geographical extensions thereof) engaged in by the Borrower or any of its Subsidiaries as of the date hereof if (i) such Investment, when combined with all such Investments, would equal or be greater than 15% of the Consolidated Assets of the Borrower and its Subsidiaries, or (ii) a Default has occurred and is continuing or would result from the making of such Investment (determined, for purposes of compliance with Section 5.03, on a pro forma basis as if such payment had been made on the last day of the Borrower’s fiscal quarter then most recently ended and for which financial statements have been delivered pursuant to Section 5.01(h)).
Clause type: insurance
Attached to the Disclosure Schedule is a complete and accurate list of all insurance policies held by the Company and by each of its Subsidiaries identifying all of the following for each such policy: (i) the type of insurance; (ii) the insurer; (iii) the policy number; (iv) the applicable policy limits, (v) the applicable periodic premium; and (vi) the expiration date. Each such insurance policy is valid and binding and is and has been in effect since the date of its issuance. All premiums due thereunder have been paid, and neither the Company nor any of its Subsidiaries has received any notice of any increase in premiums or of any cancellation, non-renewal or termination in respect of any such policy. None of the Company or any of its Subsidiaries are in default under any such policy in any respect. To the knowledge of the Company or the Seller, no such insurer is the subject of insolvency proceedings. Neither the Company nor the Person to whom any such insurance policy has been issued has received notice that any insurer under any policy referred to in the Disclosure Schedule is denying liability with respect to a claim thereunder or defending under a reservation of rights clause. Each of the Company and its Subsidiaries has notified its insurance carriers of all litigation and claims and facts which could reasonably be expected to give rise to a claim, all of which are disclosed in the Disclosure Schedule (including worker's compensation claims). The liability insurance maintained by the Company is and has at all times prior to the date of this Agreement been on an "occurrence" basis.
Clause type: now
THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the New Guarantor, the New Guarantor agrees as follows:
Clause type: whereas
the Trust is an open-end management investment company registered with the United States Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (“1940 Act”); and
Clause type: ownership_of_shares
 The FIC Stock delivered by Purchaser hereunder as consideration for a portion of the Purchase Price for the Company Stock, when delivered in accordance with the terms of this Agreement for the consideration set forth herein, will be duly and validly issued, fully paid, and nonassessable, free and clear of any encumbrances (other than encumbrances created by the Company or the Sellers) and any restrictions on transfer other than under applicable state and federal securities laws and will convey to the Sellers good and marketable title to such FIC Stock.