bhaskrr/legal-clauses huggingface dataset:
Clause type: payment
 Payment of royalties under Sections 8.1 and 8.2 shall be made to SCEA through its Designated Manufacturing Facility concurrent with the placement of an order to manufacture Licensed Product and payment of manufacturing costs in accordance with the terms and conditions set forth in Sections 6.2.3, unless otherwise agreed in writing with SCEA. At the time of placing an order to manufacture a Licensed Product, Publisher shall submit to SCEA an accurate accounting statement setting out the number of units of Licensed Product to be manufactured, projected initial wholesale price, applicable royalty, and total amount due SCEA. In addition, Publisher shall submit to SCEA prior to placing the initial order for each Licensed Product a separate certification, ------------------- * Confidential portion omitted and filed separately with the Commission. in the form provided by SCEA in the SourceBook 2, signed by officers of Publisher that certifies that the Wholesale Price provided to SCEA is accurate and attaching such documentation supporting the WSP as requested by SCEA. Payment shall be made prior to manufacture unless SCEA has agreed to extend credit terms to Publisher in writing pursuant to Section 6.2.3.3. Nothing herein shall be construed as requiring SCEA to extend credit terms to Publisher. The accounting statement due hereunder shall be subject to the audit and accounting provisions set forth in paragraph 16.2 below. No costs incurred in the development, manufacture, marketing, sale and/or distribution of the Licensed Products shall be deducted from any royalties payable to SCEA hereunder. Similarly, there shall be no deduction from the royalties otherwise owed to SCEA hereunder as a result of any uncollectible accounts owed to Publisher, or for any credits, discounts, allowances or returns which Publisher may credit or otherwise grant to any third party customer of any Units of the Licensed Products, or for any taxes, fees, assessments or expenses of any kind which may be incurred by Publisher in connection with its sale or distribution of any Units of the Licensed Products or arising with respect to the payment of royalties hereunder. In addition to the royalty payments provided to SCEA hereunder, Publisher shall be solely responsible for and bear any cost relating to any withholding taxes or other such assessments which may be imposed by any governmental authority with respect to the royalties paid to SCEA hereunder; provided, however, that SCEA shall not...
Clause type: severability
The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.
Clause type: miscellaneous
The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In interpreting the provisions of this Agreement, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "affiliated person," "assignment" and "majority of the outstanding voting securities"), as from time to time amended, shall be applied, subject, however, to such exemptions as may be granted by the SEC by any rule, regulation or order. This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts, provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, or in a manner which would cause the Fund to fail to comply with the requirements of Subchapter M of the Code. This Agreement shall supersede all prior investment advisory or management agreements entered into between you and the Trust on behalf of the Fund. If you are in agreement with the foregoing, please execute the form of acceptance on the accompanying counterpart of this letter and return such counterpart to the Trust, whereupon this letter shall become a binding contract effective as of the date of this Agreement. Yours very truly, KEMPER HIGH YIELD SERIES, on behalf of Kemper High Yield Fund By: President The foregoing Agreement is hereby accepted as of the date hereof. SCUDDER KEMPER INVESTMENTS, INC. By: Treasurer
Clause type: investments
 All Investments of each Consolidated Party are Permitted Investments.
Clause type: loans
 During the Forbearance Period, Borrowers may request, and Lender, in its sole and absolute discretion, may make Loans to DCI in an aggregate amount (when added to all then outstanding Loans, whether made prior to or during the Forbearance Period) not to exceed the Maximum Loan Amount. The Maximum Loan Amount shall mean the lesser of:
Clause type: compensation
 The Securities Administrator will perform the duties and provide the services called for under Section 1 above for such compensation as shall be agreed upon between the Securities Administrator and the Depositor.
Clause type: compensation
 For services rendered by Executive, and upon the condition that Executive fully and faithfully perform all of his duties and obligations set forth herein, Executive shall be compensated for his services as follows:
Clause type: base-salary
 For the period beginning April 15, 2005 and ending April 14, 2006, Employee shall be paid an annual base salary of $118,000.00, payable in equal bimonthly installments and subject to any deductions required by law. Base salary for the remainder of 2006 shall be determined by Bancorp prior to April 14, 2006.
Clause type: ownership_of_shares
 Except as otherwise set forth on Schedule I, the Stockholder is the record and beneficial owner as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, (the "Beneficial Owner") of the Shares set forth opposite such Stockholder's name on Schedule I hereto. Except as otherwise set forth on Schedule I hereto, the Stockholder owns the Shares free and clear of any security interests, liens, charges, encumbrances, equities, claims, options or limitations of whatever nature and free of any other limitation or restriction (including any restric tion on the right to vote, sell or otherwise dispose of the Shares except for such restrictions or limitations as may be imposed by the federal and state securities laws and any rules, regulations or policies promulgated pursuant thereto). The Stockholder holds exclusive power to vote the Shares, subject to the limitations set forth in Section 1 of this Agreement. The Stockholder is the record and Beneficial Owner of the options and the shares of the Company Common Stock issuable upon exercise of stock options (the "Option Shares") set forth oposite such Stockholder's name on Schedule II attached hereto. The Stockholder owns the options and, upon exercise of such options, would own the Option Shares, free and clear of any security interests, liens, charges, encum brances, equities, claims, options or limitations of whatever nature and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Shares except for such restrictions or limitations as may be imposed by the federal and state securities laws and any rules, regulations or policies promulgated pursuant thereto). The Shares and the Option Shares set forth opposite the Stockholder's name on Schedule I and Schedule II hereto, respectively, represent all of the shares of capital stock of the Company of which the Stockholder is the Beneficial Owner.
Clause type: financing
 Parent currently has available to it, and Parent will cause Sub to have, (i) at the Acceptance Time, sufficient unrestricted funds to pay in full for all Shares validly tendered into the Offer, subject to the terms and conditions of the Offer and this Agreement and (ii) at the Effective Time, sufficient unrestricted funds to pay in full the Merger Consideration, subject to the terms and conditions of this Agreement.
Clause type: now
THEREFORE in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Clause type: definitions
Whenever used herein, the following words and phrases, unless the context otherwise requires, shall have the following meanings:
Clause type: investments
 Make, or permit any Restricted Subsidiary to make, any loan or advance to any Person, or purchase or otherwise acquire, or permit any Restricted Subsidiary to purchase or otherwise acquire, any Capital Stock, assets (other than assets acquired in the ordinary course of business), obligations, or other securities of, make any capital contribution to, or otherwise invest in or acquire any interest in any Person including, without limitation, any hostile takeover, hostile tender offer or similar hostile transaction (collectively, “Investments”), except:
Clause type: taxes
 Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (a) the Company and the Company Subsidiaries have filed all federal, state, local and foreign income and franchise Tax returns (together with any schedules and attached thereto) required to be filed through the Signing Date, subject to permitted extensions, and have paid all Taxes due thereon, (b) all such Tax returns (together with any schedules and attached thereto) are true, complete and correct in all material respects and were prepared in compliance with all applicable laws and (c) no Tax deficiency has been determined adversely to the Company or any of the Company Subsidiaries, nor does the Company have any knowledge of any Tax deficiencies.
Clause type: vesting
 The Participant shall vest in the Restricted Stock Award granted hereunder, and all Restrictions thereon shall lapse, upon the fifth anniversary of the date of grant hereunder if the Participant is still a Director of the Company on that date. Except as provided by Paragraph 4(b) and (c) below, prior to such fifth anniversary, no portion of the Restricted Stock Award shall be vested.
Clause type: payment
 At the time of exercise of the Option, the Optionee may determine whether to pay the total exercise price of the Option Shares to be purchased solely in cash, through a Broker Exercise Notice (as defined in the Plan), by transfer from the Optionee to the Company of Previously Acquired Shares (as defined in the Plan), or by a combination of such methods. The Board or the Committee, however, in its sole discretion, may reject the Optionee’s election to pay all or part of the exercise price with consideration other than cash.
Clause type: assignment
No Receivable has been originated in, or is subject to the laws of, any jurisdiction under which the sale, transfer, assignment, setting over, conveyance or pledge of such Receivable would be unlawful, void, or voidable. Santander Consumer has not entered into any agreement with any Obligor that prohibits, restricts or conditions the assignment of the related Receivable.
Clause type: ownership_of_shares
 Except as set forth in Section 3.2 of the Disclosure Schedule, such Controlling Stockholder owns, of record and beneficially, and has good, valid and indefeasible title to and the right to transfer that number of the shares of Company Capital Stock set forth opposite his name in Section 4.3 of the Disclosure Schedule, free and clear of any and all Encumbrances and Liens of any kind or nature whatsoever. Such Controlling Stockholder, together with the other Controlling Stockholders, beneficially own at least 55.73% of the Company Capital Stock. Except as set forth in Section 3.2 of the Disclosure Schedule, there are no voting trusts, stockholder agreements or any other Contracts or understandings to which such Controlling Stockholder is a party with respect to the sale, transfer, voting or registration of the capital stock of the Company.
Clause type: payment
 Payment is due and will be made automatically via ACH or credit card, in advance, on the initial monthly effective date (or within 3 business days) of this signed agreement and of each subsequent month’s effective date that the contract is in effect. Failure to secure final approval from Client on website designs, social media page creation, digital creatives, digital ads, etc. will not be considered a reason to delay payment beyond the due date. The Client agrees to pay the Agency for all expenses incurred by it to collect any amounts payable under this Agreement, including costs of collection, court costs and attorney’s fees.
Clause type: compensation
 Each Borrower, jointly and severally, agrees to compensate each Revolving Lender, upon its written request (which request shall set forth in reasonable detail the basis for requesting such compensation and the calculation of the amount of such compensation), for all losses, expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurocurrency Rate Loans or B/A Equivalent Loans but excluding loss of the Applicable Margin or other anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of, or conversion from or into, Eurocurrency Rate Loans or B/A Equivalent Loans does not occur on a date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether or not withdrawn by the applicable Borrower or deemed withdrawn pursuant to Section 3.01(a)); (ii) if any prepayment or repayment (including any termination or reduction of Commitments made pursuant to Section 2.07 or as a result of an acceleration of the Loans pursuant to Section 10) or conversion of any of its Eurocurrency Rate Loans or B/A Equivalent Loans occurs on a date which is not the last day of an Interest Period or Contract Period with respect thereto (including as a result of the notice of prepayment, termination or reduction, as applicable, being revoked by the Relevant Borrower); (iii) if any prepayment of any Eurocurrency Rate Loans or B/A Equivalent Loans is not made on any date specified in a notice of termination or reduction given by the Company (including as a result of such notice of termination or reduction being revoked by the Relevant Borrower); (iv) if any Borrower shall fail to make a payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in Canadian Dollars on its scheduled due date or any payment thereof in a different currency or (v) as a consequence of (x) any other default by any Borrower to repay its Eurocurrency Rate Loans or B/A Equivalent Loans when required by the terms of this Agreement or any Note held by such Lender or (y) any election made pursuant to Section 3.01(b).
Clause type: whereas
the Advisor desires to limit the Fund’s Operating Expenses (as that term is defined in Paragraph 2 of this Agreement) pursuant to the terms and provisions of this Agreement, and the Trust (on behalf of the Fund) desires to allow the Advisor to implement those limits; and
Clause type: grant
 The Company hereby grants to the Participant an Option to purchase [ ] shares of Common Stock (such shares, the “Option Shares”), on the terms and subject to the conditions set forth in this Agreement and as otherwise provided in the Plan. The Option is not intended to qualify as an Incentive Stock Option. The Options shall vest in accordance with Section 2. The Exercise Price shall be $[ ] per Option Share.
Clause type: investment-company-act
 Parent is not, nor immediately after the Closing will be, subject to regulation under the Investment Company Act of 1940, as amended.
Clause type: indemnification
The Issuer will, or will cause the Administrator to, indemnify the Asset Representations Reviewer and its officers, directors, employees and agents (each, an “Indemnified Person”), for all fees, expenses, losses, damages and liabilities resulting from the performance of its obligations under this Agreement (including the fees and expenses of defending itself against any loss, damage or liability and any fees and expenses incurred in connection with any proceedings brought by the Indemnified Person to enforce the indemnification obligations of the Issuer and the Administrator), but excluding any fee, expense, loss, damage or liability resulting from (i) the Asset Representations Reviewer’s willful misconduct, bad faith or negligence or (ii) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement.
Clause type: headings
The headings and sub-headings contained in the titling of this Agreement are intended to be used for convenience only and do not constitute part of this Agreement.
Clause type: definitions
Whenever used in this Agreement, unless the context otherwise requires, the following words shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meaning assigned to them in the applicable Securities Lending Agreement.
Clause type: investment-company-act
 The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Registration Statement, the General Disclosure Package and the Prospectus will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).
Clause type: board
 The total number of directors shall be specified in or fixed in accordance with the bylaws. In the absence of a provision in the bylaws specifying the number of directors or setting forth the manner in which such number shall be fixed, the number of directors shall be no less than 6 and no more than 18. The bylaws may provide for dividing the directors into two or more classes whose terms of office expire at different times, as allowed by the Indiana Insurance Law.
Clause type: investment-company-act
 The Company is not and, after giving effect to the offering and sale of the Securities and the application of the net proceeds thereof, including the proceeds received upon the exercise of the Warrants, will not be an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended.
Clause type: base-salary
 Executive shall be paid a base salary ("Base Salary") by the Company during the term of Executive's employment with the Company at the rate of Two Hundred Ten Thousand and 00/100 Dollars ($210,000.00) per year. Executive's Base Salary shall be reviewed annually by the Board of Directors and evaluated based on performance and salary levels of other executives of comparable position within the industry and geographic location of the Company. Based upon such evaluation and review, Executive's Base Salary may be increased from time to time as determined by the Board of Directors of the Company in its sole discretion.
Clause type: base-salary
 The Company shall pay or cause the Employer to pay the Executive an annual base salary not less than $225,000. The base salary shall be paid to the Executive in accordance with established payroll practices of the Company (but no less frequently than monthly). In connection with the annual performance review of the Executive, the Company will review the base salary amount (with the goal of completing such annual review by November 30 of each year or as soon thereafter as is practical) to consider whether any increase should be made to the base salary for such year. The base salary during the initial term will not be less than that in effect at the beginning of the original term or, during a renewal term, will not be less than that in effect at the beginning of the renewal term.
Clause type: capitalization
 The authorized capital stock of FirstMark consists of one thousand (1,000) shares of common stock, par value $.01 per share, of which one hundred (100) shares are issued and outstanding and owned of record and beneficially by Contributor. All of the shares comprising the Stock are validly issued, fully paid and non-assessable and are held by Contributor free and clear of all Liens. There are outstanding no securities convertible into, exchangeable for, or carrying the right to acquire, equity securities of FirstMark, or subscriptions, warrants, options, rights or other arrangements or commitments obligating FirstMark to issue or dispose of any securities or any ownership interest therein. The Contribution of the Stock to Associated pursuant to Section 3 hereof will vest in Associated legal and valid title to the Stock, free and clear of all Liens (other than Liens created by Associated).
Clause type: compensation
 (a) As compensation for the agreements made by the Executive herein and the performance by the Executive of his obligations hereunder, during the Employment Period, the Company shall pay the Executive, pursuant to the Company’s normal and customary payroll procedures, a base salary at the rate of $320,000 per annum (the “Base Salary”). The Board of Directors of the Company and/or its Compensation Committee (both or either herein may be referred to as the “Board”) shall review the Executive’s Base Salary from time to time.
Clause type: interest
 The rate per annum at which interest shall be payable on the 2029 Notes shall be 2.000%. Interest on the 2029 Notes shall be payable annually in arrears on each October 15, commencing on October 15, 2019 (a “2029 Interest Payment Date”), to the Persons in whose names the applicable 2029 Notes are registered in the security register applicable to the 2029 Notes at the close of business on the immediately preceding September 30 prior to the applicable 2029 Interest Payment Date regardless of whether such day is a Business Day (each, a “2029 Regular Record Date”). Interest on the 2029 Notes shall be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the 2029 Notes (or January 15, 2019, if no interest has been paid on the 2029 Notes), to, but excluding, the next scheduled 2029 Interest Payment Date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association. Interest on the 2029 Notes shall accrue from and including January 15, 2019. If a 2029 Interest Payment Date or the 2029 Maturity Date falls on a day that is not a Business Day, the related payment of interest or principal, as applicable, will be made on the next Business Day with the same force and effect as if it were made on the date the payment was due, and no interest will accrue on the amount so payable for the period from and after that 2029 Interest Payment Date or the 2029 Maturity Date, as the case may be, to the date the payment is made. Interest payments will include accrued interest from and including the date of issue or from and including the last date in respect to which interest has been paid, as the case may be, to, but excluding, the 2029 Interest Payment Date or the 2029 Maturity Date, as the case may be.
Clause type: definitions
In this Agreement save where the context otherwise requires, the following words and expressions shall have the meanings hereby assigned to them.
Clause type: investments
 Except for those limitations of general application provided in the 1940 Act, the SBA Regulations and the Code, there are no material restrictions, limitations or regulations with respect to the ability of the Company or the Funds to invest their assets as described in the Preliminary Prospectus or the Prospectus.