bhaskrr/legal-clauses huggingface dataset:
Clause type: esop
 As of the Effective Date, the Montgomery Financial Corporation Employee Stock Ownership Plan (the "MFC ESOP") shall be terminated, all shares of MFC Common Stock held by the MFC ESOP shall be converted into rights to receive the Consideration in respect thereof, all outstanding indebtedness of the MFC ESOP shall be repaid, any assets remaining in the suspense fund under the MFC ESOP shall be allocated to Participants' account as earnings as of the Effective Date, under the MFC ESOP, and the net assets of the MFC ESOP shall be distributed to Participants under the MFC ESOP and their beneficiaries, subject to the receipt of a favorable determination letter from the IRS and except as otherwise required by applicable law. Prior to the Effective Time, MFC shall be entitled to make payments when due on the MFC ESOP loan to the extent such payments (i) are fully deductible for tax purposes as contributions to the ESOP, (ii) do not adversely affect the qualified status of the MFC ESOP, and (iii) reflect a contribution level consistent with past practice calculated on a pro rata basis for the partial plan year period (which contribution shall only apply to the taxable cash compensation of employee/participants excluding any severance payments arising from any of the transactions contemplated by this Agreement). MFC and Montgomery shall make all amendments to the MFC ESOP required to permit the actions described in this Section 6.19. MFC, through its counsel, after consultation with UCB and its counsel, shall file the notifications or applications with the IRS necessary to comply with the provisions of this Section 6.19. If for any reason the IRS will not permit the MFC ESOP to be terminated or distributions be made to employees of MFC and its Subsidiaries as provided above unless the MFC ESOP is amended, MFC may make such required amendment; provided, however, that (i) no such amendment shall require or have the effect of requiring UCB or its Subsidiaries to make any contributions to the MFC ESOP at or after the Effective Time, (ii) no such amendment shall require or have the effect of requiring MFC or its Subsidiaries to make any additional contributions to the MFC ESOP at or prior to the Effective Time, (iii) any such amendment shall be conditioned upon its not having an adverse effect upon the qualified status of the MFC ESOP under Section 401(a) of the Code, and (iv) no such amendment shall require or have the effect of requiring the continuation of the MFC ESO...
Clause type: confidentiality
1. All information provided and received by the competent authorities of the Parties shall be kept confidential.
Clause type: loans
 Each Lender has severally, on and subject to the terms and conditions of this Agreement, made a term loan of $50,000,000 in aggregate principal amount to the Borrower on the First Borrowing Date in accordance with such Lender’s Proportionate Share of such Loan. Amounts of Loans repaid may not be reborrowed. As of the date hereof, all Commitments of the Lenders have expired or been terminated. If within 100 days of the Closing Date (a) a petition under the Bankruptcy Code is filed by or against the Borrower, or (b) the Borrower enters into an assignment for the benefit of creditors, the principal amount of the Loans shall be deemed to have increased by the full amount of interest and fees converted pursuant to the Conversion Agreements.
Clause type: notices
All notices, requests, demands or other communications made ------- pursuant to this Agreement shall be in writing in the English language and shall be deemed to have been duly given upon receipt when delivered personally, by mail, by courier, by facsimile, telegram, telex or similar means of communication (in all instances other than delivery by mail with confirmation by mail to be provided by the party giving notice) to the recipient party, to the following addresses: If to Cornerstone or the Operating Partnership: Cornerstone Realty Group, Inc. 306 East Main Street Richmond, Va 23219 Facsimile: (804) 782-9302 Attention: Gus G. Remppies with a copy to: McGuireWoods LLP 901 East Cary Street Richmond, VA 23219 Facsimile: (804) 698-2259 Attention: James W. C. Canup, Esq. If to State Street LLC: State Street Companies, Inc., Manager 211 East Boulevard Charlotte, NC 28203 Facsimile: (704) 372-3704 Attention: Jeffery W. Kentner, President with copy to: Womble Carlyle Sandridge & Rice, PLLC 200 West Second Street Winston-Salem, NC 27102 Facsimile: (336) 721-3660 Attention: C. Mark Wiley, Esquire Any party may change its address for purposes of this Section 12.3 by notice to the others of such change in the manner specified above. Notices, requests, demands or other communications shall be deemed given (i) if delivered personally, upon delivery, (ii) if delivered by registered or certified mail (postage prepaid, return receipt requested), upon the earlier of actual delivery or three business days after being mailed, (iii) if delivered by overnight courier or similar service, upon delivery, or (iv) if given by facsimile, upon receipt of confirmation of transmission by facsimile; provided that if such notices or other communications would otherwise be deemed given on a day which is not a business day, the delivery shall be deemed the first business day following such day.
Clause type: governing
Law. This Agreement is governed by the Credit Union's bylaws, federal laws and regulations, the laws, including applicable principles of contract law, and regulations of the state in which the Credit Union's main office is located, and local clearinghouse rules, as amended from time to time. As permitted by applicable law, you agree that any legal action regarding this Agreement shall be brought in the county in which the Credit Union is located.
Clause type: taxes
 Copado's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Copado has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Copado will invoice Customer and Customer will pay that amount unless Customer provides Copado with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Copado is solely responsible for taxes assessable against it based on its income, property and employees.
Clause type: entire
Agreement. This Agreement and any related fee agreement constitute the entire agreement with respect to the matters dealt with herein, and supersede all previous agreements, whether oral or written, and documents with respect to such matters.
Clause type: stock_option
 (a) As of the date of the First Amended Agreement, the Company granted (the "Original Grant") to Executive stock options to purchase 600,000 shares of the Company's common stock (the "Shares"), pursuant to the Company's 2000 Stock Plan (the "Plan"), generally having a term of ten years, vesting and exercisable as hereinafter set forth, and otherwise in the form attached hereto as Exhibit C. The Original Grant was intended, to the extent legally permissible, to comprise "incentive stock options", with the balance being "nonqualified stock options", and the exercise price per share was to be based on the fair market value of the Company's common stock at the time of grant as determined by the Board in its good faith discretion. Subject to Executive being employed hereunder at the time of each vesting, as applicable, the Original Grant was to vest and become exercisable as follows: (i) 45,000 shares on each of the four anniversary dates following July 12, 2004; and (ii) 420,000 shares according to the milestones established in Exhibit B attached to the First Amended Agreement, of which two milestones covering 200,000 shares have lapsed and expired and the related 200,000 shares are not exercisable and have been returned to the Plan, leaving a remainder of 220,000 shares subject to vesting according to Exhibit B attached to this Agreement. After execution of the First Amended Agreement, on December 14, 2005, the Company further granted Executive a "nonqualified stock option" for the purchase of 65,000 shares of common stock at a price based on the fair market value at the time of grant as determined by the Board in its good faith discretion. As a result of the foregoing grants, vesting that has occurred thereunder to the date of this Agreement, and the lapse of two of the milestones described in the First Amended Agreement, the options currently held by Executive are as follows: In addition, a portion of the unvested Options shall vest as described in Sections 6.3 and 7 hereof. If the Company's common stock is registered under Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act"), the Company shall use its good faith efforts to register under the Securities Act of 1933 on Form S-8 (or any successor form) all common stock issued and/or issuable under the 2000 Stock Plan, including the Shares subject to the Original Grant and all other stock options or incentives granted or awarded to Executive under the 2000 Stock Plan, and its good faith effor...
Clause type: compensation
 As compensation for the services performed and the expenses assumed by ACC under this Agreement including, but not limited to, any commissions paid for sales of Shares, the Trust/IC, to the extent a particular series of the Trust/IC (as such series are listed in Schedule A), Acknowledges that the investment advisor of that particular series of the Trust/IC will pay out of its own resources to ACC, as promptly as possible after receipt of quarterly invoice, a fee for services as set forth in Schedule B to this Agreement. Initial __________ Initial __________ Or the Trust/IC is authorized to pay pursuant to Rule 12b-1 under the 1940 Act, shall pay ACC, as promptly as possible after receipt of a quarterly invoice a fee for services as set forth in Schedule B to this Agreement. Initial __________ Initial __________ Status of ACC. ACC is an independent contractor and shall be agent of the Trust/IC only with respect to the sale and redemption of Shares.
Clause type: base-salary
 Beginning on January 1, 2001 and continuing during the term hereof, the Company shall pay Employee, in equal installments no less frequently than monthly, a base salary at the rate of no less than Three Hundred Forty Thousand and No/100 Dollars (U.S. $340,000.00) per annum (the "Base Salary"). The Employee's Base Salary shall be reviewed by the Chief Executive Officer or the Board of Directors of the Company on an annual basis.
Clause type: ownership_of_shares
 It owns beneficially and legally the number of Shares listed in Schedule A opposite its name, such Shares are not subject to any mortgage, lien, charge, pledge, encumbrance, security interest or adverse claim and no Person has any rights in or to acquire any of such Shares or the certificates representing the same.
Clause type: notices
All notices, consents, approvals and requests required or permitted hereunder or under any other Loan Document shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) certified or registered United States mail, postage prepaid, return receipt requested or (b) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, and by telecopier (with answer back acknowledged), addressed as follows (or at such other address and Person as shall be designated from time to time by any party hereto, as the case may be, in a written notice to the other parties hereto in the manner provided for in this Section): If to Lender: Bear Stearns Commercial Mortgage, Inc. 383 Madison Avenue New York, New York 10179 Attention: J. Christopher Hoeffel Facsimile No.: (212) 272-7047 with a copy to: Kelley Drye & Warren LLP 101 Park Avenue New York, New York 10178 Attention: Paul A. Keenan, Esq. Facsimile No.: (212) 808-7897 If to Borrower: Acadia Atlantic Avenue LLC c/o Acadia Realty Trust 1311 Mamaroneck Avenue, Suite 260 White Plains, New York 10605 Attention: Robert Masters, Esq., General Counsel Facsimile No.: (914) 288-2162 If to MERS: MERS Commercial P.O. Box 2300 Flint, Michigan 48501-2300 A notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day; or in the case of expedited prepaid delivery and telecopy, upon the first attempted delivery on a Business Day; or in the case of telecopy, upon sender’s receipt of a machine-generated confirmation of successful transmission after advice by telephone to recipient that a telecopy notice is forthcoming.
Clause type: insurance
The Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its subsidiaries are engaged. Neither the Company nor any such subsidiary has been refused any insurance coverage sought or applied for and neither the Company nor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not materially and adversely affect the condition, financial or otherwise, or the earnings, business or operations of the Company and its subsidiaries, taken as a whole.
Clause type: governing
Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of law.
Clause type: assignment
The document which transfers all the rights of the secured party pursuant to a Security Instrument to a transferee for valid consideration.
Clause type: capitalization
 Immediately prior to the Initial Closing, the authorized capital stock of the Company will consist of 50,000,000 shares of Common Stock, of which 16,319,878 shares of Common Stock are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. The Common Stock is currently quoted on the OTCQB Market under the trading symbol “MFON”. The Company has received no notice, either oral or written, with respect to the continued eligibility of the Common Stock for quotation on the Principal Trading Market, and the Company has maintained all requirements on its part for the continuation of such quotation. Except as set forth on Schedule 6.4, no shares of Common Stock are subject to preemptive rights or any other similar rights or any Encumbrances suffered or permitted by the Company. Except as set forth on Schedule 6.4, as of the date hereof: (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or Contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries, or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries; (collectively, “Derivative Securities”); (ii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other Contracts or instruments evidencing indebtedness of the Company or any of its subsidiaries, or by which the Company or any of its subsidiaries is or may become bound; (iii) there are no outstanding registration statements with respect to the Company or any of its securities; (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to this Agreement); (v) there are no financing statements securing obligations filed in connection with the Company or any of its Assets; (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any relate...
Clause type: insurance
Section 3.15 of the Company Disclosure Letter lists each insurance policy (including fire, theft, casualty, general liability, director and officer, workers compensation, business interruption, environmental, product liability and automobile insurance policies and bond and surety arrangements) to which the Company is a party, a named insured, or otherwise the beneficiary of coverage at any time within the past year. Section 3.15 of the Company Disclosure Letter lists each person or entity required to be listed as an additional insured under each such policy. Each such policy is in full force and effect and by its terms and with the payment of the requisite premiums thereon will continue to be in full force and effect following the Closing. The Company is not in breach or default, and does not anticipate being in breach or default after Closing (including with respect to the payment of premiums or the giving of notices) under any such policy, and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default or permit termination, modification or acceleration, under such policy; except for any breach, default, event, termination, modification or acceleration that would not have a Material Adverse Effect on the Company; and the Company has not received any written notice or to the Company’s knowledge, oral notice, from the insurer disclaiming coverage or reserving rights with respect to a particular claim or such policy in general. The Company has not incurred any material loss, damage, expense or liability covered by any such insurance policy for which it has not properly asserted a claim under such policy.
Clause type: taxes
 The Guarantor will pay all material Taxes imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises, and all material claims (including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable before the same shall become a Lien (other than Liens permitted pursuant to Section 5.12(a) of the Purchase Agreement); provided that no such Tax or claims need be paid if being contested in good faith by appropriate proceedings and if a reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor.
Clause type: counterparts
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.
Clause type: dividends
 The Management Stockholder will have all the rights of a stockholder with respect to the Restricted Stock, including the right to receive all ordinary cash dividends as the Board may pay with respect to the Common Stock in accordance with the terms of the Company’s Certificate of Incorporation.
Clause type: capitalization
 As of the date hereof the authorized capital stock of the Company consists of 300,000,000 shares of Common Stock, par value $0.0001 and 25,000,000 shares of Preferred Stock, par value $0.0001 (“Preferred Stock”) of which 50,199,500 shares of Common Stock and no shares of Preferred Stock are issued and outstanding.. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the Disclosure Schedule, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the Disclosure Schedule, as of the date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities and (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement) and (iv) there are no outstanding registration statements and there are no outstanding comment letters from the SEC or any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Convertible Debentures as described in this Agreement. The Company has furnished to the Buyer true and correct copies of the Company’s Articles of Incorporation, as amended and as in effect on the date hereof (the “Articles of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.
Clause type: whereas
the Seller and the Servicer acknowledge and agree that the Seller will assign all of its rights and delegate all of its obligations hereunder (excluding (i) the Seller’s rights and obligations as owner of the servicing rights relating to the Mortgage Loans, (ii) its rights to terminate the rights and obligations of the Servicer under Section 8.02(iii) hereunder and (iii) its obligations pursuant to Section 9.02, all of which rights and obligations will remain with the Seller or be assigned or delegated to the Master Servicer) to the Trustee, and that each reference herein to the Seller is intended, unless otherwise specified, to mean the Seller or the Trustee, as assignee, whichever is the owner of the Mortgage Loans from time to time;
Clause type: payment
 From and after the Effective Date, the Administrative Agent shall make all payments in respect the Assigned Interest (including payments of principal, interest, fees, commissions and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.
Clause type: payment
 The CIRR Guarantee Charge shall be payable by the Borrower in EUR quarterly in arrears commencing with the date falling three months after the commencement of the period described in Section 3.5.1 and thereafter on each subsequent three-month anniversary of such period and finally on the date on which the CIRR Guarantee Charge ceases to accrue as described in Section 3.5.1.
Clause type: investment-company-act
 None of the Credit Parties or any of their Subsidiaries is an investment company within the meaning of the Investment Company Act of 1940, as amended.