bhaskrr/legal-clauses huggingface dataset:
Clause type: indemnification
(a) The Company shall indemnify and hold harmless (x) each Securityholder and each of their respective Affiliates and any controlling Person of any of the foregoing, (y) each of the foregoing's respective directors, officers, employees and agents and (z) each of the heirs, executors, successors and assigns of any of the foregoing from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities including, without limiting the generality of the foregoing, liabilities for all reasonable attorneys' fees and expenses (including attorney and expert fees and expenses incurred to enforce the terms of this Agreement) (collectively, "Losses and ---------- Expenses"), but excluding in each case any special or consequential damages -------- except to the extent part of any governmental or other third party claims against the indemnified party, suffered or incurred by any such indemnified Person or entity to the extent arising from, relating to or otherwise in respect of, any governmental or other third party claim against such indemnified Person that arises from, relates to or is otherwise in respect of (i) the business, operations, liabilities or obligations of the Company or its Subsidiaries or (ii) the ownership by such Securityholder or any of their respective Affiliates of any equity securities of the Company (except to the extent such Losses and Expenses (x) arise from any claim that such indemnified Person's investment decision relating to the purchase or sale of such securities violated a duty or other obligation of the indemnified Person to the claimant or (y) are finally determined in a judicial action by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Securityholder or its Affiliates) including, without limitation, any Losses and Expenses arising from or under any federal, state or other securities law. The indemnification provided by the Company pursuant to this Section 5.4 is separate from and in addition to any other indemnification by the Company to which the indemnified Person may be entitled, including, without limitation, pursuant to the Certificate of Incorporation, the Bylaws, any indemnification agreements with the Company and Section 3.9 hereto.
Clause type: ownership_of_shares
 Neither Parent, PHI, ACo nor any of the other subsidiaries of Parent beneficially owns any Shares.
Clause type: investment-company-act
 From and after the date that the Company becomes a “business development company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), the Company represents and warrants that it is a company that has elected to be regulated as a “business development company” within the meaning of the Investment Company Act. The business and other activities of the Company, including issuing the Notes hereunder and the consummation of the Transactions, do not result in any violation or breach in any material respect of the applicable provisions of the Investment Company Act.
Clause type: whereas
all conditions necessary to authorize the execution and delivery of this First Supplemental Indenture and to make it a valid and binding obligation of the Company have been done or performed.
Clause type: whereas
each Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), with such series (each a “Series”) and classes (each a “Class”) as listed on Exhibit A; and
Clause type: ownership_of_shares
 Tamboril has received representations ------------------- from its shareholders that the holders of 100% of the Tamboril capital stock currently issued and outstanding and which stock is to be transferred to Idaho under this Agreement, have full power and authority transfer such shares of Tamboril capital stock to Idaho hereunder, and that such shares are free and clear of any liens, charges, mortgages, pledges or encumbrances and that such shares are not subject to any claims as to the ownership thereof, or any rights, powers or interest therein, by any third party.
Clause type: capitalization
 The issued and outstanding shares of ASI consist of 3,543,214 shares of common stock, issued and outstanding to three shareholders. All issued and outstanding shares of ASI are legally issued, fully paid, and nonassessable and not issued in violation of the preemptive or other right of any person. All shareholders are either offshore, sophisticated or accredited investors and have supplied written representation to ASI of such status. Except as set forth on Schedule 3.03, there are no dividends or other amounts due or payable with respect to any of the shares of capital stock of ASI.
Clause type: insurance
The Company and its subsidiaries shall maintain, or cause to be maintained, insurance in such amounts and covering such risks as is reasonable and customary for the business for which it is engaged.
Clause type: assignment
This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the Parties. No Party may assign any of its rights or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other Party, except that the Investor may assign any of its rights and obligations under this Agreement to any of its Affiliates (other than the Company or any of its Subsidiaries) to whom it has transferred Registrable Investor Shares without the prior written consent of the Company (each, an “Affiliate Transferee”); provided that such Affiliate shall as a condition of effectiveness of such assignment duly execute a joinder agreement substantially in the form of Exhibit B, whereupon such Affiliate shall have the benefits of, and shall be subject to the obligations under, this Agreement as if such Affiliate was originally included in the definition of Investor herein and had originally been a Party hereto.
Clause type: capitalization
 The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Capitalization”; all the outstanding shares of capital stock of the Company (including the shares to be sold by the Selling Stockholders) have been duly authorized and validly issued and are fully paid and non-assessable and will not be subject to any pre-emptive or similar rights which have not been duly and validly waived or satisfied; except as described in or expressly contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, there will be no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock or other equity interests of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock of the Company will conform in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and all the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly authorized and validly issued, are fully paid and non-assessable (except, in the case of any foreign subsidiary, for directors’ qualifying shares and except as otherwise described in the Registration Statement, the Pricing Disclosure Package and the Prospectus) and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party, except for such liens, charges, encumbrances, security interests, restrictions on voting or transfer or any other claims that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Clause type: investments
 Holdings and Borrower shall not and shall not cause or permit Borrower’s Subsidiaries to directly or indirectly make or own any Investment in any Person except:
Clause type: capitalization
 The entire authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, of which 29,188,829 shares are issued and outstanding, and 1,000,000 shares of Series A Preferred Stock, none of which are issued and outstanding. The shares of Common Stock outstanding are duly authorized, validly issued and outstanding, fully paid and nonassessable, and were issued in compliance with all applicable federal and state securities laws. No shares of Common Stock are held in the Company's treasury. When issued in accordance with the terms of this Agreement, the Shares will be duly authorized, validly issued and outstanding, fully paid and nonassessable, free of any preemptive rights or rights of first refusal and will be issued in compliance with all applicable federal and state securities laws. Except as disclosed in the Financial Statements and SEC Filings (each as defined below), there are no outstanding warrants, rights of first refusal, options or other rights to purchase or acquire, or exchangeable for or convertible into, any shares of Common Stock. The Company has reserved 5,333,000 shares of Common Stock under its stock option plans. There are no preemptive rights with respect to the issuance or sale by the Company of any of its securities. Upon consummation of the transactions contemplated hereby, Schering will acquire good and valid title to the Shares, free and clear of any encumbrances, liens, claims, charges or assessments of any nature whatsoever.
Clause type: compensation
 For the services provided and the expenses assumed with respect to the Fund pursuant to this Agreement, the Sub-Adviser shall be entitled to a fee, computed daily and payable quarterly directly from the Fund, calculated at the annual rate of 0.20% on the Fund's average daily net assets.
Clause type: compensation
 Except as set forth in the last sentence of this Section 1, the Board of Trustees may, from time to time, fix a reasonable amount of compensation to be paid by the Trust to the Trustees and officers of the Trust. Nothing herein shall in any way prevent the employment of any Trustee for advisory, management, legal, accounting, investment banking or other services and payment for the same by the Trust.
Clause type: board
 The Board of Directors shall have the exclusive power and authority to administer this Agreement and to exercise the rights and powers specifically granted to the Board of Directors or to the Company. All such actions, calculations, interpretations and determinations that are done or made by the Board of Directors in good faith shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other Persons. The Rights Agent shall always be entitled to assume that the Company's Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.
Clause type: ownership_of_shares
) Shareholder is the beneficial owner of those shares of common stock of the Company (hereinafter referred to as the "Common Stock") as is set forth below: Shareholder Shares ----------- ------ Leonard Tambasco 350,000
Clause type: taxes
 (a) The Company and each Company Subsidiary have timely filed, or have caused to be timely filed on their behalf, all Tax Returns required to be filed by them, and all such Tax Returns are true, complete and accurate, except to the extent any failure to file or any inaccuracies in any filed Tax Returns, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. All Taxes shown to be due on such Tax Returns, or otherwise owed, have been timely paid, except to the extent that any failure to pay, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. No tax audit is in process or threatened and the Company has not received a notice of assessment from any tax authority indicating a tax assessment or recalculation of any taxes in any tax return previously filed.
Clause type: base-salary
 As payment for the services to be rendered by Employee as provided in Section 1 and subject to the terms and conditions of Section 2, Company agrees to pay to Employee a "Base Salary," payable in equal installments consistent with Company payroll policies. The Base Salary payable to Employee under this Section will initially be $36,000.00. Employee will be entitled to regular salary reviews and raises during the term of this Agreement in the same general manner as other officers of the Company; provided, however, that Employee is entitled to receive a minimum annual increase in Employee's Base Salary of five percent (6.5%) per annum computed on the prior year's Base Salary. Furthermore, the Company and Employee acknowledge that, subject to the actual financial performance of the Company during the term of this Agreement, during the term of this Agreement it is the mutual intent of the parties that the Base Salary increase to a level that is commensurate with the level of compensation received by Employee for services rendered in an executive capacity for other entities within similar industries prior to the commencement of Employee's employment with the Company.
Clause type: assignment
The Loan, the Note, the Loan Documents and/or Lender’s rights, title, obligations and interests therein may be assigned by Lender and any of its successors and assigns to any Person at any time in its discretion, in whole or in part, whether by operation of law (pursuant to a merger or other successor in interest) or otherwise. Upon such assignment, all references to Lender in this Loan Agreement and in any Loan Document shall be deemed to refer to such assignee or successor in interest and such assignee or successor in interest shall thereafter stand in the place of Lender. Borrower may not assign its rights, title, interests or obligations under this Loan Agreement or under any of the Loan Documents.
Clause type: taxes
 Borrower shall pay all taxes, assessments and other governmental charges imposed upon it or any of its assets or in respect of any of its franchises, business, income or profits before any penalty or interest accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or might become a Lien or charge upon any of its assets, provided that (unless any material item or property would be lost, forfeited or materially impaired as a result thereof) no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted, if Lender is notified in advance of such contest, and if Borrower establishes any reserve or other appropriate provision required by generally accepted accounting principles. Borrower shall make timely payment or deposit of all FICA payments and withholding taxes required of it by applicable laws and will, upon request, furnish Lender with proof satisfactory to Lender indicating that Borrower has made such payments or deposits.
Clause type: insurance
The Company carries, or is covered by, insurance from reputable insurers in such amounts and covering such risks as is adequate for the conduct of its business and the value of its properties and as is customary for companies engaged in similar businesses in similar industries; all policies of insurance and any fidelity or surety bonds insuring the Company or its business, assets, employees, officers and directors are in full force and effect; the Company is in compliance with the terms of such policies and instruments in all material respects; there are no claims by the Company under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; the Company has not been refused any insurance coverage sought or applied for; and the Company has no 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 have a Material Adverse Effect.
Clause type: investments
 We may invest cash held in the client bank account in accordance with the Client Money Rules. If we do this we will be responsible for meeting any shortfall in the value of the investments held at the time of realising such investments.
Clause type: board
 Board" or the "Board of Directors" shall mean the Board of Directors of Thomas Group or any committee of the Board empowered to act or make decisions or determinations with respect to this Agreement.
Clause type: payment_terms
 You will receive a billing statement for each billing cycle in which You have any activity on Your Account. Payments are due on the due date shown on Your billing statement. You may pay the entire balance due or a portion of the balance, provided that You pay at least the minimum payment amount shown on Your statement. However, if You have exceeded the Account Limit, then You must pay the entire amount of any overage, as well as the minimum payment amount shown on Your statement. Whenever there is an unpaid balance outstanding on Your Account which is not paid in full by the due date shown on Your billing statement, We will charge You, and You agree to pay, interest on the unpaid balance of the Account for each day from the date the transaction is posted to Your Account until the date the unpaid balance is paid in full, at the Annual Percentage Rate (as defined below). The Account balance that is subject to a finance charge each day will include outstanding balances, minus any payments and credits received by Us on Your Account that day. The Annual Percentage Rate applicable to Your Account will be equal to the lesser of eighteen percent (18.00%) per annum or the maximum permitted by law. Each payment will be applied to reduce the outstanding balance of Your Account and replenish the amount available to You. We may refuse to extend further credit if the amount of a requested charge plus Your existing balance exceeds Your Account Limit.
Clause type: representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by any Loan Party herein, in any other Loan Document, or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document (including, without limitation, any Borrowing Base Certificate) shall prove to have been inaccurate in any material respect when made or deemed made; or
Clause type: investment-company-act
 None of AESOP Leasing, PVHC or Quartx is or is controlled by an "investment company," within the meaning of the Investment Company Act, and none of AESOP Leasing, PVHC or Quartx is subject to any other statute which would impair or restrict its ability to perform its obligations under this Agreement or the other Related Documents, and neither the entering into or performance by any of AESOP Leasing, PVHC or Quartx of this Agreement nor the issuance of the Loan Note violates any provision of such Act.
Clause type: whereas
all things necessary to make this Trust Agreement a valid and legally binding agreement of the Trustee and the Trust Beneficial Owner, enforceable in accordance with its terms, have been done;
Clause type: representations
and Warranties. The representations and warranties of Maxygen set forth in this Agreement and in the forms of the Transaction Agreements to be delivered to Bio by Maxygen under this Agreement as attached to this Agreement on the date hereof, shall be true and correct without reference to any qualification as to “materiality” or “Material Adverse Effect,” such that the aggregate effect of any inaccuracies in such representations and warranties does not constitute a Material Adverse Effect with respect to Maxygen, on and as of the date hereof and as of the Closing Date as if made on the date thereof (except to the extent such representation or warranty specifies an earlier date).
Clause type: base-salary
 Commencing January 1, 2002, Westport agrees to pay to Officer a "Base Salary" of $381,516.96 per annum, payable on Westport's regularly established payroll payment dates. The Base Salary shall be subject to modification for each calendar year or portion thereof determined in the sole discretion of the Board of Directors. In the absence of and until any salary determination by the Board, Officer's Base Salary for a particular calendar year shall be identical to Officer's Base Salary in effect on December 31st of the immediately preceding calendar year.
Clause type: counterparts
This Agreement may be executed in any number of counterparts and all of such counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be effective as delivery of a manually executed original counterpart of this Agreement.
Clause type: payment
 Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by submitting a duly executed Election to Purchase attached to the applicable Warrant, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, which may be done by fax or email delivery, and by paying, within one Trading Day of the date of exercise, in full the Exercise Price for each full Common Share as to which the Warrant is exercised (the “Aggregate Exercise Price”), in lawful money of the United States, by wire transfer or in good certified check or good bank draft payable to the order of the Company or by Cashless Exercise, if permitted under, and in accordance with, Section 3.3.2. Except as otherwise set forth in this Agreement, no ink-original Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Election to Purchase form be required; provided, however, that if the Company’s transfer agent is not participating in the Depository’s Fast Automated Securities Transfer Program and the Registered Holder requests that the Common Shares be issued or registered to a holder other than the Registered Holder, then an ink-original Election to Purchase and a medallion guarantee shall be required. If a Warrant Certificate is held by a Depository, then no physical delivery of a Warrant Certificate in order to effect an exercise hereunder shall be required and, if a Warrant Certificate is held by any person other than the Depository, the Registered Holder shall be required to physically deliver a Warrant Certificate in order to effect an exercise hereunder. The term “Trading Day” means a day on which the principal securities exchange or trading market on which the Common Shares are listed or quoted for trading is open for trading.
Clause type: termination
This Agreement and the Proxy delivered in connection herewith shall terminate and shall have no further force or effect as of the Expiration Date.