bhaskrr/legal-clauses huggingface dataset:
Clause type: compensation
 In consideration of the services rendered pursuant to this Agreement, the Adviser will pay to the Interim Sub-Adviser, as compensation for the services provided by the Interim Sub-Adviser under this Agreement, a sub-advisory fee at an annual rate of 1.00% of the average net assets of the Separate Account. This fee shall be paid monthly in arrears. The Adviser shall pay the Interim Sub-Adviser no later than 15 business days after the end of each month. In case of termination or expiration of this Agreement during any calendar month, the fee with respect to such month shall be reduced proportionately based upon the number of business days during which it is in effect as compared to the total number of business days in the month. The average net assets of the Fund shall be calculated in accordance with Agile's Articles of Incorporation. Notwithstanding the foregoing, the compensation to be received under this Interim Sub-Advisory Agreement shall be no greater than the compensation the former sub-adviser would have received under that certain terminated Sub-Advisory Agreement dated January 21, 2004, between the Advisor, Agile and Battenkill Asset Management, LLC.
Clause type: representations
and Warranties. (i) The representations and warranties of Parent and Merger Co set forth in Section 4.03 shall be true and correct in all respects as of the Closing Date as though made on and as of such date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); and
Clause type: investments
 The Borrower will not make (nor will the Borrower permit any Subsidiary to make) any investment in any Person or Property (which term "investment," for purposes hereof, shall mean and include, without limitation, the acquisition of any property, the issuance, acquisition or exchange of any capital stock, debt or other obligations or security to, from or with any Person, the making of any loan, advance, extension of credit, credit accommodation, Guarantee or capital contribution to or on behalf of any Person, and the leasing or subleasing of any property to any Person), provided, however, that, notwithstanding the foregoing, the Borrower (or any Subsidiary) may, from time to time, undertake the following, without the necessity of obtaining the Required Lenders' prior written consent thereto:
Clause type: miscellaneous
(1) American Express Financial Corporation shall be deemed to be an independent contractor and, except as expressly provided or authorized in this Agreement, shall have no authority to act for or represent the Corporation.
Clause type: whereas
Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he be so indemnified;
Clause type: termination
11.1 Upon the fulfillment of all Contract Obligations and the full payment of all Secured Indebtedness by Pledgor and Party C, Pledgee shall release the Pledge under this Agreement upon Pledgor’s request as soon as reasonably practicable and shall assist Pledgor to de-register the Pledge from the shareholders’ register of Party C and with relevant PRC local administration for industry and commerce.
Clause type: loans
 (a) Each (i) Revolving A Loan (other than a Swingline Loan) shall be made as part of a Borrowing under the applicable Revolving A Subfacility consisting of Revolving A Loans made by the applicable Revolving A Lenders in accordance with their Pro Rata Percentage under the applicable Revolving A Subfacility and (ii) Revolving B Loan shall be made as part of a Borrowing under the Revolving B Facility consisting of Revolving B Loans made by the applicable Revolving B Lenders in accordance with their Pro Rata Percentage under the Revolving B Facility; provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans, Canadian Prime Loans and Base Rate Loans) comprising any Borrowing shall be (x) in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or (y) equal to the remaining available balance of the applicable Revolving Commitments. Any Loan to a French Borrower shall be made by entities authorized to carry on credit operations (opérations de crédit) in France in accordance with article L.511-5 et seq. of the French Code Monétaire et Financier.
Clause type: investments
 For the purposes of determining “qualified purchaser” status, the term “Investments” means all of the following:
Clause type: loans
 Disbursements, Interest Rates, Loan Requests and Fees
Clause type: headings
The headings set forth in this Amendment are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.
Clause type: taxes
 (a) All material Tax Returns required to be filed on or prior to the Closing Date by or with respect to the Assets or the operations or the income of Seller and its Subsidiaries have, within the time and manner prescribed by law, been duly filed with the appropriate tax authorities. All such Tax Returns are true, correct, and complete in all material respects and all Taxes shown to be due on such Tax Returns have been paid. Seller and its Subsidiaries have timely paid or caused to be paid all Taxes required to be paid or have made adequate reserves therefor for all taxable years or periods ending on or before the Closing Date and for the portion of the taxable year or period through and including the Closing Date in the case of any Straddle Period.
Clause type: severability
If any provision of this Agreement shall be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.
Clause type: representations
and Warranties. The representations and warranties of the Company contained in this Agreement (x) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Closing Date with the same force and effect as if made on such dates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (y) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and correct when made and shall be true and correct as of the Closing Date with the same force and effect as if made on such dates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of such other date.
Clause type: payment_terms
 Compensation will be based on the Contractor’s staff charges and indirect costs plus allowable direct charges (collectively, “Contractor fees”). Contractor fees for a project must be fully described in each Task Work Order Plan budget and must be approved by NYSERDA. The Task Work Order Plan budget must state a not-to-exceed cost cap or ceiling amount for each project. The Contractor shall not accrue billable costs beyond the not-to-exceed cost cap in the Task Work Order Plan without approval in writing by NYSERDA. The Contractor shall not be compensated for time spent in the preparation of any Task Work Order Plan. The Task Work Order issued by NYSERDA will state NYSERDA’s funding obligation. For projects in which NYSERDA is not directly paying 100% of the Contractor’s fees, the Contractor itself must negotiate a payment schedule and collect fees from all other parties directly. NYSERDA will be responsible for its share of the project costs only.
Clause type: payment
 (a) Subject to the applicable Priorities of Payment, all amounts to be paid to the Issuer under this Agreement, excluding the repayment of the Demand Loan, shall be paid in Canadian Dollars for value by the Guarantor LP to such account as is notified to the Guarantor LP by the Issuer for this purpose by not less than five (5) Business Days prior notice on each Guarantor LP Payment Date
Clause type: definitions
In addition to terms defined in Section 4.1 (Rule 17f-5 and Rule 17f-7 related definitions) or elsewhere in this Agreement, (a) terms defined in the UCC have the same meanings herein as therein and (b) the following other terms have the following meanings for purposes of this Agreement:
Clause type: compensation
 3.1. (a) The Corporation shall pay or cause Delta Funding Corporation to pay to the Executive for the services to be rendered by the Executive hereunder a salary at the rate of $200,000 per annum. The salary shall be payable in equal installments in accordance with the Corporation's normal payroll practices. Such salary will be reviewed at least annually and shall be increased (but not decreased) by the Board of Directors of the Corporation in such amount as determined in its sole discretion.
Clause type: ownership_of_shares
 Neither Parent nor Purchaser is a "significant shareholder," as defined in Section 180.1130 of the WBCL, of the Company and neither Parent nor Purchaser is an affiliate, as defined in Section 180.0103 of the WBCL, of a significant shareholder of the Company. 4.9.
Clause type: interest
 All amounts outstanding from time to time under either of the Notes shall bear interest at a per annum rate equal to a daily average of the Prime Rate as reported in the Wall Street Journal. Upon the occurrence of an Event of Default, interest shall accrue for the period of time for which any payment was due, during any applicable grace or cure period, and at all times while such default shall continue at a rate of five percent (5%) per annum greater than the rate then in effect. In the event that the total amount of any payment required under either of the Notes is not received by Lender within fifteen (15) days after its due date, Borrower shall pay to Lender a late charge equal to five percent (5%) of any such late payment.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties with respect to the subject matter hereof.
Clause type: board
 1. The governing board of the Consortium, responsible for management, control and administration of the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors" (the "Board"). The voting members of the Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant.
Clause type: taxes
 Real estate taxes, personal property taxes and any general or special assessments in respect of the Assets shall be prorated as of the Closing Date such that Seller shall be responsible for all taxes and assessments that are allocable to any period prior to the Closing Date and Buyer shall be responsible for all taxes and assessments that are allocable to any period from and after the Closing Date. If the actual amount of taxes, assessments or other amounts to be prorated for the year in which the Closing occurs is not known as of the Closing Date, the proration shall be based on the parties' reasonable estimates of such taxes, assessments and other amounts. Notwithstanding any other provision of this Agreement to the contrary, if Buyer shall become liable after the Closing for payment of any taxes or assessments assessed against the Assets for any period of time prior to the Closing Date, Seller shall immediately pay to Buyer on demand an amount equal to such tax assessment in accordance with subparagraph 10(c) below.
Clause type: headings
Headings in this Agreement are included for ease of reference only and have no legal effect.
Clause type: indemnification
The Banks agree to indemnify each Agent, each Lead Arranger and their respective officers, directors, employees, partners, affiliates, agents, advisors, and controlling persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective applicable Revolving Percentages in effect on the date on which indemnification is sought under this Section 9.7 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such applicable Revolving Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (including at any time following the payment of all amounts owing hereunder and the termination of the Commitments) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Bank shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found to by a final and non-appealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section 9.7 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.
Clause type: now
THEREFORE in consideration of the foregoing and the mutual agreements contained herein, and for other good and valuable consideration, the value, receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
Clause type: payment
 City shall pay Contractor at the times and in the manner set forth in Exhibit B. Contractor shall submit all invoices to City in the manner specified in Exhibit B.
Clause type: headings
The Section headings appearing in this Agreement are for the purposes of easy reference and shall not be considered a part of this Agreement or in any way modify, demand or affect its provisions.
Clause type: capitalization
 The authorized capital stock of Careertek, the number of shares of capital stock which are issued and outstanding and par value thereof are as set forth in the Registration Statement. All of such shares of capital stock are duly authorized, validly issued and outstanding, fully paid and nonassessable, and were not issued in violation of the preemptive rights of any person. There are no subscriptions, options, warrants, rights or calls or other commitments or agreements to which Careertek is a party or by which it is bound, calling for any issuance, transfer, sale or other disposition of any class of securities of Careertek. There are no outstanding securities convertible or exchangeable, actually or contingently, into shares of common stock or any other securities of Careertek. Careertek has no subsidiaries except as set forth in the registration statement.
Clause type: whereas
the Trust is a trust and will be organized under and its activities will be governed by the provisions of the Trust Agreement (set forth in Section A of this Omnibus Instrument), dated as of the date of the Pricing Supplement (attached to this Omnibus Instrument as Exhibit D) (the “Pricing Supplement”), by and between the parties thereto indicated in Section F herein;
Clause type: interest
 (a) Interest shall be payable at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to ten and one quarter percent (10.25%); provided that in the event that Borrower shall elect to extend the Initial Maturity Date in accordance with Section 1.4(c), interest shall be payable during the Extension Period at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to ten and three quarters percent (10.75%). Interest shall be payable in arrears on the last Business Day of each March, June, September and December, on the Term Loan Maturity Date and on the Revolving Credit Commitment Termination Date.
Clause type: investments
 (a) The Borrower will not purchase, acquire, or otherwise have exposure (including pursuant to any Derivative Agreement) to, any Investment, other than Permitted Investments.
Clause type: entire
Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof.
Clause type: whereas
Section 9.02 of the Indenture provides that the Company, the Note Guarantors and the Trustee may amend the Indenture or the Notes outstanding thereunder with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding;
Clause type: loans
 (a) Each Term B Loan shall be made by the Lenders ratably in accordance with their applicable Commitments in respect thereof and each Term C Loan shall be made by the Lenders ratably in accordance with their applicable Commitments in respect thereof; provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender).
Clause type: ownership_of_shares
 The Shareholder: (i) is the sole beneficial owner of 1,865,239 Shares which are currently held by the Shareholder; and (ii) upon the acceleration of the vesting thereof, will be the sole beneficial owner of the 30,000 Shares issuable upon the exercise of stock options held by the Shareholder to acquire such Shares at an exercise price of U.S. $3.95 per Share. The Shareholder also holds an aggregate of 26,000 vested and unvested options to acquire Shares at exercise prices of U.S. $9.35 per Share or higher. Except as stated in this paragraph, the Shareholder does not own or control, directly or indirectly any other Shares or options, rights or other entitlements to acquire Shares. The Shareholder has the exclusive right to dispose of the Shareholder's Shares as provided in this Agreement and the Shareholder is not a party to, bound or affected by or subject to, any charter or by-law provision, statute, regulation, judgment, order, decree or law of which a breach would occur as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.
Clause type: investments
 Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article III hereof), during the Commitment Period the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, the Convertible Debentures.
Clause type: whereas
in order to establish the escrow of funds and to effect the provisions of the Securities Purchase Agreement, the parties hereto have entered into this Agreement.
Clause type: financing
 Each Buyer has, and at the Closing will have, such funds as are necessary for the consummation by it of the transactions contemplated hereby.
Clause type: ownership_of_shares
 Neither Parent nor any of its Subsidiaries (including Purchaser), affiliates (as such term is defined in Section 203 of the DGCL) or associates (as such term is defined in Section 203 of the DGCL) is, and at no time during the last five years has Parent or any of its Subsidiaries (including Purchaser) been, an “interested stockholder” of the Company (as defined in Section 203 of the DGCL). Neither Parent nor any of its Subsidiaries (including Purchaser) owns (directly or indirectly, beneficially or of record), or is a party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, any shares of capital stock of the Company.
Clause type: vesting
 Except as otherwise provided in the 2000 Plan or in this Agreement, the Shares shall become vested as follows:
Clause type: dividends
 Between the Grant Date and the date of Vesting of the RSUs (the “Accrual Period”), any dividends or distributions payable with respect to the number of Shares equal to the number of RSUs held by the Grantee shall be accumulated and deferred until the Vesting of the RSUs. After such Vesting of the RSUs, the Company shall promptly distribute to the Grantee all such dividends and distributions accrued during the Accrual Period.
Clause type: miscellaneous
This License represents the complete agreement concerning subject matter hereof. If any provision of this License is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. This License shall be governed by the law of the jurisdiction specified in a notice contained within the Original Software (except to the extent applicable law, if any, provides otherwise), excluding such jurisdiction's conflict-of-law provisions. Any litigation relating to this License shall be subject to the jurisdiction of the courts located in the jurisdiction and venue specified in a notice contained within the Original Software, with the losing party responsible for costs, including, without limitation, court costs and reasonable attorneys' fees and expenses. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any law or regulation which provides that the language of a contract shall be construed against the drafter shall not apply to this License. You agree that You alone are responsible for compliance with the United States export administration regulations (and the export control laws and regulation of any other countries) when You use, distribute or otherwise make available any Covered Software.
Clause type: notices
All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally, telecopied (which is confirmed) or sent by overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):