bhaskrr/legal-clauses huggingface dataset:
Clause type: definitions
Whenever used in this Agreement with an initial capital letter, the terms defined in this Section 1 shall have the meanings specified.
Clause type: interest
 Except as otherwise provided in 4.3, the Trust shall pay interest on the unpaid principal amount of each Advance made by each Bank from the date of such Advance until such principal amount is paid in full, at such interest rates, and payable at such times as follows: (a) during such periods as such Advance shall be a Base Rate Advance, at the Alternate Base Rate, payable quarterly in arrears on the last day of each March, June, September and December during such periods and on the date such Base Rate Advance shall be paid in full; and (b) during such periods as such Advance shall be a Eurodollar Advance, at the Eurodollar Rate (Reserve Adjusted), payable (i) with respect to each Eurodollar Advance for which the Interest Period is either one (1), two (2) or three (3) months on the Interest Payment Date and (ii) with respect to each Eurodollar Advance for which the Interest Period is six (6) months, the amount of interest accrued shall be payable on the last day of the third month of such Interest Period and the remaining portion of such interest shall be payable on the Interest Payment Date. 4.3.
Clause type: investment-company-act
 The Depositor is not required to be registered under the Investment Company Act.
Clause type: severability
If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect.
Clause type: taxes
 The Maintenance Services Fee is exclusive of all applicable federal, state, provincial and local taxes including, without limitation, sales, use, property, value added, goods and services, excise, and similar taxes, and all such taxes shall be assumed and paid by Customer, excluding taxes on Bosch’s net income. In the event that Bosch determines that any such taxes are subject to withholding requirements, Bosch may bill Customer for such taxes, and Customer shall promptly pay the amount billed. If any such tax for which Customer is responsible hereunder is paid by Bosch, Customer agrees to promptly reimburse Bosch therefore.
Clause type: headings
Headings used in this Agreement are for convenience of reference only and do not constitute part of this Agreement for any purpose.
Clause type: notices
All notices, claims, demands and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by telex or telecopy or mailed by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice):
Clause type: insurance
During the full term of this Lease, the Lessee shall, at its own expense, carry combined bodily injury insurance, including accidental death, and property damage insurance with reference to the Leased Premises in an amount not less than One Million Dollars ($1,000,000) on account of each occurrence with one or more good and responsible insurance companies. Such public liability insurance may be by blanket insurance policy or policies. The proceeds of the public liability insurance required herein (after payment of expenses incurred in the collection of such proceeds) shall be applied toward extinguishment or satisfaction of the liability with respect to which such insurance proceeds are paid. Such policies shall be for the benefit of persons having an insurable interest in the Leased Premises, and shall be made payable to the Lessor, the Lessee, and the Trustee and to such other person or persons as the Lessor may designate. Such policies shall be countersigned by an agent of the insurer who is a resident of the State of Indiana and deposited with the Lessor and the Trustee. If, at any time, the Lessee fails to maintain insurance in accordance with this Section, such insurance may be obtained by the Lessor and the amount paid therefor shall be added to the amount of rentals payable by the Lessee under this Lease; provided, however, that the Lessor shall be under no obligation to obtain such insurance and any action or non-action of the Lessor in this regard shall not relieve the Lessee of any consequence of its default in failing to obtain such insurance. The insurance policies described in this Section 6 may be acquired by another party and shall satisfy this Section as long as the Lessor, the Lessee and the Trustee are named as additional insureds under such policies. Such coverage may be provided by scheduling it under a blanket insurance policy or policies.
Clause type: whereas
the Adviser desires to appoint the Administrator as its agent to perform on behalf of the Portfolio all services enumerated in the Management Agreement other than investment advisory services, and the Administrator is willing to accept such appointment;
Clause type: esop
 Notwithstanding the terms of the ESOP, all unvested shares of Common Stock, if any, in the Executive's unvested ESOP account shall become fully vested upon termination of Executive's employment following a Change in Control.
Clause type: base-salary
 Subject to the provisions of Section 7, a base salary at the rate of $400,000 per annum ("Base Salary"), which Base Salary shall be paid to the Executive in accordance with the customary executive payroll policy of the Company as in effect from time to time; provided, however, that the Base Salary, as in effect at any time and from time to time, may be further increased by action of the Board of Directors; and further provided, however, that in no event shall the Base Salary be decreased at any time or from time to time without the prior consent of the Executive, which consent may be granted or withheld in the Executive's sole discretion.
Clause type: headings
Paragraph headings included herein are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof.
Clause type: compensation
 For all services rendered by the Executive under this contract, the Executive shall be paid an annual salary at a minimum at the annual rate for the Executive effective as of July 1, 1998 (the "Minimum Rate"). The Minimum Rate may be increased by the Board at its discretion. The annual salary is payable pursuant to the normal payroll practices of the Corporation. The Board of Directors may consider bonus compensation for the Executive if the performance of the Corporation and the Executive justifies such bonus compensation.
Clause type: headings
The headings of the sections of this Agreement are inserted for convenience only and shall not the meaning of this Agreement.
Clause type: grant
 Grantee acknowledges that Grantee has access to the confidential and proprietary trade secret information of Harsco Corporation, including its subsidiaries, joint ventures, and operating divisions (the “Company”), as further described below (“Confidential/Proprietary Trade Secret Information”). Further, Grantee acknowledges that Grantee derives significant value from the Company and from the Confidential/Proprietary Trade Secret Information provided during the term of employment with the Company, which enables Grantee to optimize the performance of the Company’s performance and Grantee’s own personal, professional, and financial benefit. In consideration of the grant described in the award agreement (the “Agreement”) to which these terms, conditions and provisions (the “Non-Competition Agreement”) are attached as an exhibit, Grantee agrees that, during Grantee's employment by the Company, and for a period of twelve (12) months after the cessation of such employment for any reason (both such periods collectively referred to as the “Restricted Period”), Grantee will not, directly or indirectly, engage in any of the following competitive activities:
Clause type: representations
and Warranties. Each Loan Party represents and warrants to the Administrative Agent and the Lenders, as of the date made or deemed made, that:
Clause type: board
 (a) The Company shall promptly reimburse in full each director of the Company who is not an employee of the Company for all of his or her reasonable out-of-pocket expenses incurred in attending each meeting of the Board of Directors of the Company or any committee thereof.
Clause type: headings
The headings contained in this Agreement are for convenience of reference only and shall not constitute a part hereof or define, limit or otherwise affect the meaning of any of the terms or provisions hereof.
Clause type: base-salary
 A base salary (the “Base Salary”), at the initial annual rate of not less than Three Hundred Thousand Dollars ($300,000.00) will be paid to the Executive in equal semi-monthly installments beginning July 15, 2003 during the term of this Agreement.
Clause type: base-salary
 For services rendered under this Agreement, the Company shall pay the Employee an aggregate salary of $270,000 per annum (the "Base Salary"), payable (after deduction of applicable payroll taxes) in accordance with the customary payroll practices of the Company, as may exist from time to time.
Clause type: confidentiality
Subject to the duty of the Adviser or Sub-Adviser to comply with applicable law and regulation, including any demand or request of any regulatory, governmental or tax authority having jurisdiction, the parties hereto shall treat as confidential all non-public information pertaining to the Funds and the actions of the Sub-Adviser and the Funds in respect thereof. It is understood that any information or recommendation supplied by the Sub-Adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser, the Funds, the Board, or such persons as the Adviser may designate in connection with the Funds. It is also understood that any information supplied to the Sub-Adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Sub-Adviser, its affiliates and agents in connection with its obligation to provide investment advice and other services to the Funds and to assist or enable the effective management of the Adviser’s and the Funds’ overall relationship with the Sub-Adviser and its affiliates. The parties acknowledge and agree that all nonpublic personal information with regard to shareholders in the Funds shall be deemed proprietary and confidential information of the Adviser, and that the Sub-Adviser shall use that information solely in the performance of its duties and obligations under this Agreement and shall take reasonable steps to safeguard the confidentiality of that information. Further, the Sub-Adviser shall maintain and enforce adequate security and oversight procedures with respect to all materials, records, documents and data relating to any of its responsibilities pursuant to this Agreement including all means for the effecting of investment transactions.
Clause type: compensation
 As an extreme example, there may be a patient suffering from a serious or life-threatening disease who is warned of a certain defined risk of an adverse reaction. Participation in the trial is then based on an expectation that the benefit/risk ratio associated with participation may be better than that associated with alternative treatment. It is, therefore, reasonable that the patient accepts the high-risk and should not expect compensation for the occurrence of the adverse reaction of which he or she was told.
Clause type: representations
and Warranties. 2.1. The Company represents and warrants that
Clause type: whereas
the Trust and the Investment Advisor desire to enter into the arrangements described herein relating to certain class-level expenses of the Fund.
Clause type: headings
The headings of this Amendment are for the purposes of reference only and shall not affect the construction of this Amendment.
Clause type: governing
Law. This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of New York.
Clause type: loans
 (a) Bank is not a party to any written or oral loan agreement, note or borrowing arrangement which has been classified as "substandard", "doubtful," "loss," "other loans especially mentioned" or any comparable classifications by Company or Bank or banking regulators, except as reflected on a list previously provided to Gold and Sub during the due diligence period; (b) neither Company nor Bank is a party to any written or oral loan agreement, note, or borrowing arrangement, including any loan guaranty, with any director or executive officer of Company or Bank, or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; (c) to the best knowledge of Company neither Company nor Bank is a party to any written or oral loan agreement, note or borrowing arrangement in violation of any law, regulation or rule of any governmental authority and which violation is reasonably likely to result in a Material Adverse Effect on the Company or the Bank.
Clause type: ownership_of_shares
 The Stockholder is, as of the date hereof, the record holder of and Beneficially Owns the number of shares of Company Stock set forth opposite the Stockholder's name on Schedule I hereto. As of the date hereof, the Shares set forth opposite the Stockholder's name on Schedule I hereto constitute all of the Shares owned of record or Beneficially Owned by the Stockholder. The Stockholder has sole voting power or sole power to issue instructions with respect to the matters covered hereby.
Clause type: loans
 (a) On the terms and subject to the conditions of this Agreement, each Lender agrees to make the Initial Loan to the Borrower, in a single Borrowing on the Closing Date, in a principal amount equal to the amount of such Lender’s Commitment with respect to the Initial Loan or such lesser amount as the Borrower may request in the Borrowing Notice; provided that in the event less than $30,000,000 is borrowed on the Closing Date, any remaining, unused portion of the Lender’s Commitment with respect to the Initial Loan shall automatically be terminated and reduced to zero.
Clause type: now
THEREFORE the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows:
Clause type: capitalization
 The authorized equity securities of each of the Credit Parties as of the Closing Date are as set forth on Schedule 3.4. All issued and outstanding equity securities of each of the Credit Parties are duly authorized and validly issued, fully paid, nonassessable, free and clear of all Liens other than those in favor of Agent for the benefit of Agent and Lenders, and such equity securities were issued in compliance with all applicable Laws. The identity of the holders of the equity securities of each of the Credit Parties and the percentage of their fully-diluted ownership of the equity securities of each of the Credit Parties as of the Closing Date is set forth on Schedule 3.4. No shares of the capital stock or other equity securities of any Credit Party, other than those described above, are issued and outstanding as of the Closing Date. Except as set forth on Schedule 3.4, as of the Closing Date there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Credit Party of any equity securities of any such entity.
Clause type: headings
The headings in this Warrant are for convenience of reference only and are not part of this Warrant.
Clause type: counterparts
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.
Clause type: interest
 (a) Subject to the provisions of Section 2.08(b) below, each Committed Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Applicable Interest Rate.
Clause type: headings
The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.
Clause type: payment
 2.1 The Subscription Amount must accompany this Subscription and will be paid: (i) if the Subscriber is drawing funds from a Canadian bank to pay for this Subscription, by a certified cheque or bank draft drawn on a Canadian chartered bank or by wire transfer to the Issuer pursuant to wiring instructions to be provided by the Issuer upon request from the Subscriber; or (ii) if the Subscriber is drawing funds from any source other than a Canadian chartered bank to pay for this Subscription, then only by wire transfer to the Issuer pursuant to wiring instructions to be provided by the Issuer upon request from the Subscriber. If the Subscription Amount is wired or sent to Clark Wilson LLP (the “Issuer’s Counsel”), the Subscriber irrevocably authorizes the Issuer’s Counsel to immediately deliver the Subscription Amount to the Issuer upon receipt of the Subscription Amount from the Subscriber, notwithstanding that such delivery may be made by the Issuer’s Counsel to the Issuer prior to the closing of the Offering (the “Closing”). The Subscriber authorizes the Issuer to treat the Subscription Amount as an interest free loan until the Closing.
Clause type: payment_terms
 Any Excess Funds in the Parent Account shall, to the extent available at the end of any Business Day, be automatically applied to the repayment of the outstanding balance of the Revolving Credit Loans. In addition, the outstanding principal balance of the Revolving Credit Loans and any accrued and unpaid interest thereon shall be due and payable on the Revolving Credit Termination Date. If any payment hereunder shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest with such payment. Borrower hereby authorizes the Bank to charge the Parent Account or any deposit account maintained by the Borrower, individually or jointly with others with the Bank for any payment when due hereunder. Payments received will be applied to charges, fees, expenses, accrued interest and principal in any order the Bank may choose in its sole discretion.
Clause type: loans
 The Revolving Loan and the Term Loan and any subsequent loan which states that it is subject to this Agreement.
Clause type: now
THEREFORE to assure the Company that it will have the continued dedication of the Executive and the availability of his advice and counsel notwithstanding the possibility, threat or occurrence of a bid to take over control of the Company, and to induce the Executive to remain in the employ of the Company, and for other good and valuable consideration, the Company and the Executive, each intending to be legally bound hereby agree as follows:
Clause type: dividends
 The Borrower will not, as determined on an aggregate annual basis, pay any partnership distributions in excess of 90% of the Borrower's FFO for such year. During the continuance of a monetary Event of Default, Borrower shall only pay partnership distributions that are necessary to enable EOPT to make those dividends necessary to maintain EOPT's status as a real estate investment trust.
Clause type: termination
This Agreement shall terminate upon the occurrence of any one of the following events:
Clause type: investment-company-act
 None of the Borrower or any Subsidiary of the Borrower is (a) an "investment company" or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended or (b) a "holding company" or an "affiliate" of a "holding company" or a "subsidiary company" of a "holding company", as each such term is defined and used in the Public Utility Holding Company Act of 1935, as amended.
Clause type: payment
 (a) In the event of a termination referred to in Section 3.1(a) of this Schedule B, as soon as practicable, and, in any event, within sixty (60) days, after the Termination Date, Project Co shall give to Hospital an invoice for the Non-Default Termination Sum (reasonably estimated if not then known) and sufficient supporting evidence, reasonably satisfactory to Hospital, justifying the amount of the Non-Default Termination Sum, including a detailed breakdown of each of the individual items comprising such sum. To the extent the Non-Default Termination Sum is based on estimates of cost, the Parties will readjust as soon as such estimated costs can be determined.
Clause type: termination
This agreement shall terminate automatically upon its assignment without the prior written consent of all parties. This agreement may be terminated at any time, for any reason, by either party on sixty (60) days' written notice to the other party, without payment of a penalty. Upon termination of this agreement, all authorizations, rights and obligations shall cease except the obligation to settle accounts hereunder, including commissions on premium subsequently received for the Contracts in effect at the time of termination, and the provisions contained in Sections XII and XIII, which shall survive indefinitely.
Clause type: now
THEREFORE in consideration of the premises and the purchase of the Securities by the holders thereof, it is mutually covenanted and agreed as follows for the equal and ratable benefit of the holders of Securities:
Clause type: investments
 Each Stockholder acknowledges that the Company intends the offer and issuance of Company Shares to the Stockholders as Merger Consideration to be exempt from registration under the Securities Act and applicable state securities laws and that the Company’s reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties contained herein. In furtherance thereof, each Stockholder represents and warrants to the Company as follows:
Clause type: payment_terms
 Unless otherwise specified in the quotation, Invivo will invoice Customer and Customer will pay such invoice on receipt as follows: 100% of the purchase price shall be due thirty (30) days from Invivo’s invoice date.
Clause type: investments
 The Borrower will not, directly or indirectly, at any time use any funds included in the Collateral to make any Investment in any Person (whether in cash, securities or other property of any kind) other than (i) Investments in Cash Equivalents, (ii) so long as no Event of Default is continuing, Investments in entities of the Borrower owns, directly or indirectly, at least 50% of the equity interests therein, (iii) its existing Investments in Indus Home Limited, and (iv) other Investments in an aggregate amount less than or equal to $5,000,000 in the aggregate at any one time outstanding; provided, however, that this covenant shall not limit or restrict any Investments by any Subsidiary.
Clause type: headings
The captions and headings of various sections of this Agreement are for convenience only and are not to be considered as defining or limiting in any way the scope or intent of the provisions of this Agreement.
Clause type: assignment
The Contractor may neither assign nor transfer any rights or obligations under this Contract without the prior consent of the State and a fully executed assignment agreement, executed and approved by the authorized parties or their successors.