bhaskrr/legal-clauses huggingface dataset:
Clause type: entire
Agreement. This Agreement (including the schedules, exhibits and annexes attached hereto) and the documents delivered pursuant hereto constitute the entire agreement and understanding among the Stockholders, the Company, Newco and TCI and supersede any prior agreement and understanding relating to the subject matter of this Agreement. This Agreement, upon execution, constitutes a valid and binding agreement of the parties hereto enforceable in accordance with its terms and may be modified or amended only by a written instrument executed by the Stockholders, the Company, Newco and TCI, acting through their respective officers or trustees, duly authorized by their respective Boards of Directors. Any disclosure made on any Schedule delivered pursuant hereto shall be deemed to have been disclosed for purposes of any other Schedule required hereby, provided that the Company shall make a good faith effort to cross reference disclosure, as necessary or advisable, between related Schedules.
Clause type: base-salary
 Executive shall receive a base salary (the “Base Salary”) paid by the Company at the annual rate of $285,000 (Two Hundred Eighty-Five Thousand Dollars), payable in accordance with the Company’s general payment practices, but no less frequently than monthly, in substantially equal installments, with the opportunity for increases from time to time thereafter in accordance with the Company’s regular executive compensation practices.
Clause type: compensation
 The compensation of the officers of the Corporation shall be fixed from time to time by the Board of Directors (subject to any employment agreements that may then be in effect between the Corporation and the relevant officer). None of such officers shall be prevented from receiving such compensation by reason of the fact that he or she is also a director of the Corporation. Nothing contained herein shall preclude any officer from serving the Corporation, or any subsidiary, in any other capacity and receiving such compensation by reason of the fact that he or she is also a director of the Corporation.
Clause type: definitions
Unless the context otherwise requires, the terms defined in this Section 11 shall have the meanings specified for all purposes of this Agreement. Except as otherwise expressly provided, all accounting terms used in this Agreement, whether or not defined in this Section 11, shall be construed in accordance with GAAP. If and so long as the Company has one or more Subsidiaries, such accounting terms shall be determined on a consolidated basis for the Company and each of its Subsidiaries, and the financial statements and other financial information to be furnished by the Company pursuant to this Agreement shall be consolidated and presented with consolidating financial statements of the Company and each of its Subsidiaries.
Clause type: base-salary
 In consideration of Executive’s full and faithful satisfaction of Executive’s duties under this Agreement, the Company agrees to pay to Executive a salary in the amount of one hundred thousand dollars ($100,000.00) per annum (the “Base Salary”), payable in such installments as the Company pays its similarly placed employees (but not less frequently than each calendar month), subject to usual and customary deductions for withholding taxes and similar charges, and customary employee contributions to the health, welfare and retirement programs in which Executive is enrolled from time to time.
Clause type: capitalization
 The authorized capital stock of Malacology consists of 20,000,000 authorized shares of stock, par value $.001, and 2,000,000 preferred shares, par value $.001, of which 1,000,000 common shares and no preferred shares are presently issued and outstanding. No shares have been registered under state or federal securities laws. As of the Closing Date there will not be outstanding any warrants, options or other agreements on the part of Malacology obligating Malacology to issue any additional shares of common or preferred stock or any of its securities of any kind.
Clause type: definitions
Except as otherwise defined herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A to the Sale and Servicing Agreement dated as of the date hereof (as from time to time amended, supplemented or otherwise modified and in effect, the “Sale and Servicing Agreement”) between the Issuer, the Servicer, Santander Drive Auto Receivables LLC and Wilmington Trust, National Association, as indenture trustee, which also contains rules as to usage that are applicable herein. Whenever used in this Agreement, the following words and phrases shall have the following meanings:
Clause type: compensation
 In consideration for your service as a member of the Board, you shall receive cash compensation of $10,000.00 per calendar year of service, payable on a quarterly basis by the fifteenth of each April, July, October and January of each year, and prorated for partial time periods plus additional compensation as described in the attached Board Compensation Plan which might be amended from time to time. Additionally, you shall, for each year of service, be granted an option (the “Option”) under the Company’s 2011 Stock Option Plan (the “Plan”) to purchase up to 25,000 shares of the Company’s common stock, $0.001 par value (the “Common Stock”), at a price per share equal to the Fair Market Value (as defined in the Plan) exercisable for a period of three (3) years from the Option grant date, and for each successive option grant the per share exercise price shall be equal to the Fair Market Value of the Company’s Common Stock on the grant date of the renewal of the service as independent director. The Option shall be granted pursuant to, and the terms and conditions of the Option shall be set forth in, an option agreement entered into between you and the Company as of the grant date. The Company agrees to reimburse all of your travel, hotel, car rental, meals and other reasonable expenses relating to your attendance at meetings of the Board. In addition, the Company agrees to reimburse you for reasonable expenses that you incur in connection with the performance of your duties as a director of the Company, provided that you shall seek the Company’s approval prior to the incurrence of any such expenses exceeding $500. All payments to you shall be exclusive of all taxes and, in the event that the Company is required to deduct any amount in respect of any taxes, the Company shall make you whole by paying such amount so that the amount you receive shall not be less than the amount set forth above. Your compensation as a director in any future periods is subject to the determination of the Board, and may differ in future periods should you continue to serve on the Board but shall be no less than $10,000 (as a retainer) annually.
Clause type: termination
A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Clause type: severability
If any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby. To the extent permitted by applicable law, each party hereto waives any provision of law which renders any provision of this Agreement invalid, illegal or unenforceable in any respect.
Clause type: confidentiality
(a) In connection with Agent’s appointment hereunder, each party shall obtain confidential information related to the other party or its stockholders that is not available to the general public (“Confidential Information”), which Confidential Information shall include the terms and conditions of this Agreement and the exhibits attached hereto. Each party agrees that the Confidential Information shall be held and treated by it, its directors, officers, employees, affiliates, agents and subcontractors (collectively, “Representatives”) in confidence and, except as hereinafter provided, shall not be disclosed in any manner whatsoever except as otherwise required by law, regulation, subpoena or governmental authority. Confidential Information shall be used by each party and its Representatives only for the purposes for which provided and shall be disclosed by such party only to those Representatives who have a need to know in order to accomplish the business purpose in connection with which the Confidential Information has been provided. Confidential Information does not include information that (i) is now or subsequently becomes generally available to the public through no fault or breach on the part of the receiving party; (ii) the receiving party had rightfully in its possession prior to disclosure to it by the disclosing party; (iii) is independently developed by the receiving party without the use of or reference to any Confidential Information; or (iv) the receiving party rightfully obtains on a non-confidential basis from a source other than the disclosing party who has the right to transfer or disclose it.
Clause type: notices
All notices and other communications required or permitted ------- under this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered, when delivered by courier or overnight express service or five days after having been sent by certified or registered mail, postage prepaid, addressed (a) if to the Optionee, to the Optionee's address set forth in the records of the Company, or if to the Company or Kimberly-Clark, to O. George Everbach, Senior Vice President and General Counsel, Kimberly-Clark Corporation, 351 Phelps Drive, Irving, Texas 75038, with a copy to Thomas A. Cole, Sidley & Austin, One First National Plaza, Chicago, Illinois 60603, or (b) to such other address as any party may have furnished to the other parties in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.
Clause type: definitions
Capitalized terms used and not defined in this Agreement, including Exhibit A hereto and any provisions of the SWSA incorporated by reference herein (regardless of whether such terms are defined in the SWSA), shall have the meanings ascribed to such terms in the Trust Agreement.
Clause type: ownership_of_shares
 Corposa, Marpesca and Holshyrna own of record that number of the shares of Common Stock set forth on Section 3.3 of the Disclosure Schedule as being owned by Corposa, Marpesca and Holshyrna. Each Selling Party has full power, right and authority to transfer to Buyer the shares subject to the Ancillary Purchase Agreement. Except for this Agreement, there are no other options, warrants, equity securities, calls, rights, commitments or agreements of any character to which either Shareholder is a party or by which either Shareholder is bound obligating it to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other equity interests of the Company or its Subsidiary. There are no irrevocable proxies, voting trusts and no agreements or understandings to which either Shareholder is a party with respect to the voting of any of the Return Shares or which restrict the transfer of any such shares or securities.
Clause type: ownership_of_shares
 The Currently Owned Shares are, and all of the Owned Shares owned by the relevant investment advisory clients of the Stockholder from the date of this Agreement through and on the Closing Date will be, beneficially owned and owned of record by such clients of the Stockholder. As of the date of this Agreement, the Currently Owned Shares constitute (a) the only shares of Company Common Stock beneficially owned or owned of record by any of the investment advisory clients of the Stockholder and (b) the only shares of Company Common Stock over which the Stockholder has voting or dispositive power. As of the date hereof, other than to the extent that it may be deemed to beneficially owned the Currently Owned Shares, the Stockholder owns no shares of Company Common Stock. The Stockholder’s investment advisory clients have good and valid title to the Owned Shares, free and clear of any Liens that would prevent the Stockholder from tendering its shares in accordance with this Agreement or complying with its other obligations under this Agreement on their behalf. The Stockholder has and will have at all times through and on the Closing Date sole voting and dispositive power with respect to all of the Owned Shares and will be entitled to vote and dispose of all of the Owned Shares.
Clause type: conversion_of_shares
 At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:
Clause type: compensation
 A. If applicable, Intermediary understands that it will be compensated for distribution services it provides under the terms of this Agreement in accordance with the terms of the applicable Prospectus for each Fund. In addition, if applicable, Intermediary will be compensated by Distributor for the Shareholder Services that Intermediary provides pursuant to Section II of this Agreement, if any, also in accordance with the terms of the applicable Prospectus for each Fund.
Clause type: termination
This Agreement shall terminate upon the earlier of (a) the termination of the Management Agreement between the Fund and the Manager or (b) September 30, 2014, except as otherwise agreed between the parties in writing.
Clause type: taxes
 Except as set forth in Section 3.5 of the Buyer Disclosure Schedule:
Clause type: severability
Each provision of this Agreement is intended to be severable from the others so that if any provision or term hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remaining provisions and terms hereof; provided, however, that the provisions governing payment of the Management Fee described in Section 5 are not severable.
Clause type: termination
This Agreement shall be subject to termination by notice given by you to the Company, if (a) after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on or by, as the case may be, any of the New York Stock Exchange, the American Stock Exchange, the National Association of Securities Dealers, Inc., the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and (b) in the case of any of the events specified in clauses 8(a)(i) through 8(a)(iv), such event, singly or together with any other such event, makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus.
Clause type: severability
If any term or provision of this Agreement shall be held to be invalid or unenforceable for any reason, then such term or provision shall be ineffective to the extent of such invalidity or unenforceability without invalidating the remaining terms or provisions hereof, and such term or provision shall be deemed modified to the extent necessary to make it enforceable.
Clause type: notices
Any notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is mailed first class postage prepaid.
Clause type: investments
 Make any Investment, except as specifically permitted by the Operative Documents.
Clause type: taxes
 Borrower will duly pay and discharge, and will cause each of its Subsidiaries duly to pay and discharge, all taxes, rates, assessments, fees and governmental charges upon or against it or against its Properties, in each case before the same becomes delinquent and before penalties accrue thereon, unless and to the extent that the same is being contested in good faith by appropriate proceedings and reserves in conformity with GAAP have been provided therefor on the books of Borrower.
Clause type: base-salary
 The Company shall pay to Employee a Base Salary per annum, payable in accordance with the Company's standard payroll practices. The Company shall be entitled to deduct or withhold all taxes and charges which the Company may be required to deduct or withhold therefrom. The Base Salary will be reviewed not less than annually by the President and may be increased or reduced; provided, however, that any reduction shall be permitted only if the Company then reduces the base compensation of its employees generally and shall not exceed the average percentage reduction for all such employees.
Clause type: whereas
the Seller is willing to sell such receivables to the Issuer; and
Clause type: termination
During the Term, the Executive’s employment hereunder may be terminated without any breach of this Agreement under the following circumstances:
Clause type: interest
 (a) The Borrower shall pay interest in respect of the unpaid principal amount of the Loan from the date hereof until the Repayment Date (whether by acceleration or otherwise) at a rate per annum which shall be equal to the Interest Rate in effect from time to time plus 2%.
Clause type: ownership_of_shares
 The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series. No certificates evidencing the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series (or class) and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series and as to the number of Shares of each Series held from time to time by each Shareholder.
Clause type: base-salary
 As compensation for the performance by the Executive of the Executive's duties hereunder, during the Employment Period the Company shall pay the Executive an annual base salary no less than the greater of the annual base salary in effect on the Effective Date or the annual base salary in effect on May 1, 1998 (such greater amount, as it may be increased from time to time, is hereinafter referred to as "Base Salary"). Base Salary shall be payable in accordance with the Company's normal payroll practices, shall be reviewed at least annually by the Personnel Committee and may be increased (but not decreased) upon review.
Clause type: ownership_of_shares
 Stockholder (or accounts or trusts ------------------- controlled or beneficially owned by Stockholder) is the owner of the Shares set forth on Annex A hereto and has the power to vote and dispose of such ------- Shares. To the best of Stockholder's knowledge, such Shares are, or upon issuance will be, validly issued, fully paid and nonassessable, with no personal liability attaching to the ownership thereof. Stockholder has, or upon issuance will have, good title to the Shares, free and clear of any voting, stockholder or similar agreement, liens, charges, security interests, adverse claims or encumbrances of any kind whatsoever with respect to the ownership of or the right to vote such Shares, except that Stockholder is a party to that certain Voting Agreement, dated July 23, 1996, by and among Stockholder, the Company and certain other stockholders of the Company named therein (the "Voting Agreement").
Clause type: representations
and Warranties. The Borrower represents and warrants to the Lenders that the representations and warranties set forth in Article III of the Credit Agreement are true and complete on the date hereof as if made on and as of the date hereof and as if each reference in said Article III to "this Agreement" included reference to this Amendment No. 1.
Clause type: indemnification
31 20. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 21.
Clause type: notices
All notices required or permitted to be given hereunder shall be in writing and shall be personally delivered by courier, sent by registered or certified mail, return receipt requested addressed as set forth herein. Notices personally delivered, sent by facsimile or sent by overnight courier shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon the earlier of receipt by the addressee, as evidenced by the return receipt thereof, or three (3) days after deposit in the U.S. mail. Notice shall be sent (i) if to Company, addressed to the Chief Executive Officer, c/o Lapolla Industries, Inc., 15402 Vantage Parkway East, Suite 322, Houston, Texas 77032, and (ii) if to Executive, to his address as reflected on the payroll records of the Company, or to such other address as either party hereto may from time to time give notice of to the other.
Clause type: severability
If any provision, clause or part of this Agreement, or the application thereof under certain circumstances, is held invalid, the remainder of this Agreement, or the application of such provision, clause or part under other circumstances, shall not be affected thereby.
Clause type: loans
 (a) Each of the Loans is based upon valid, binding and enforceable agreements to which Seller has good and marketable title, free and clear of all liens and encumbrances.
Clause type: representations
and Warranties. Each of the representations and warranties made by the Company in this Agreement shall be true and correct in all material respects (except that where any statement in a representation or warranty expressly includes a standard of materiality, such statement shall be true and correct in all respects giving effect to such standard) as of the Closing Date as though made on and as of the Closing Date or, in the case of representations and warranties made as of a specified date earlier than the Closing Date, on and as of such earlier date, except as affected by the transactions contemplated by this Agreement.
Clause type: termination
The COUNTY has and reserves the right to suspend, terminate or abandon the execution of any work by the CONTRACTOR without cause at any time upon giving to the CONTRACTOR notice. Such notice shall be in writing and may be issued by any county officer authorized to execute or amend the contract, the County Chief Executive Officer, or any other person designated by the County Board of Supervisors. In the event that the COUNTY should abandon, terminate or suspend the CONTRACTOR’s work, the CONTRACTOR shall be entitled to payment for services provided hereunder prior to the effective date of said suspension, termination or abandonment. Said payment shall be computed in accordance with Exhibit B hereto, provided that the maximum amount payable to CONTRACTOR for its [Services] shall not exceed $[Contract Amount] payment for services provided hereunder prior to the effective date of said suspension, termination or abandonment or lack of funding.