bhaskrr/legal-clauses huggingface dataset:
Clause type: base-salary
 As used herein, “Base Salary” shall mean Executive’s annual base salary, excluding reimbursements, bonuses, benefits, and amounts attributable to stock options and other non-cash compensation.
Clause type: investment-company-act
 The Company is not and, after the offering of the Stock, will not be, an “investment company” as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the rules and regulations promulgated thereunder.
Clause type: board
 Unless otherwise determined by Parent prior to the Effective Time, the Parties shall take all requisite action so that the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately following the Effective Time, until their respective successors are duly elected and qualified or their earlier death, resignation or removal in accordance with the Charter Documents of the Surviving Corporation.
Clause type: assignment
This Agreement and the rights and obligations of the parties hereto shall bind and inure to the benefit of each of the parties hereto and shall also bind and inure to the benefit of any successor or successors of the Company in a reorganization, merger or consolidation and any assignee of all or substantially all of the Company's business and properties, but, except as to any such successor of the Company, neither this Agreement nor any rights or benefits hereunder may be assigned by the Company or Employee.
Clause type: employee_benefits
 (i) Tahoe and each of its subsidiaries has complied, in all material respects, with the terms of all agreements, health, welfare, supplemental unemployment benefit, bonus, incentive, profit sharing, deferred compensation, stock purchase, stock compensation, stock option, share appreciation rights, disability, pension or retirement plans and other employee compensation or benefit plans, policies, arrangements, practices or undertakings, whether oral or written, formal or informal, funded or unfunded, insured or uninsured which are maintained by or binding upon Tahoe or any of its subsidiaries or in respect of which Tahoe or any of its subsidiaries has any actual or potential liability (collectively, the “Tahoe Benefit Plans”) and with all applicable Laws and collective bargaining agreements relating thereto and neither Tahoe nor any of its subsidiaries has any material liability under the Tahoe Benefit Plans.
Clause type: governing
Law. This Agreement shall be construed and interpreted in accordance with the internal laws of the State of New Jersey without giving effect to the conflict of laws principles thereof.
Clause type: representations
and Warranties. Contributor continuously represents and warrants that: (a) its Representatives are, and at all times material will be, either its employees (who will participate in Work Groups within their scope of employment and who are legally obligated to assign to Contributor all intellectual property created within the scope of their employment) or its independent contractors (who are under written obligation to assign to Contributor all rights in any intellectual property created within the scope of their engagement); (b) Contributor has no obligation to any third party (e.g., an obligation to assign inventions) that would preclude or limit: (i) participating in any Work Group; (ii) making any Contributions (defined in the Policy) to any Specification (defined in the Policy); or (iii) granting rights in (or making commitments related to) intellectual property in any Contribution; (c) Contributor has the unfettered right to make any Contributions, fully in accordance with the Policy; (d) Contributor has full power and authority to enter into this Agreement, to render any performance, and to grant any rights and licenses in, this Agreement; and (e) the individual signing this Agreement on its behalf has full authority to bind Contributor to this Agreement.
Clause type: counterparts
This Agreement may be executed in any number of counterparts by the parties hereto on separate counterparts, each of which, when so executed and delivered, shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.
Clause type: base-salary
 During the Initial Term, the Company shall pay Executive an annual base salary of Three Hundred Fifty Thousand Dollars ($350,000) (as it may be increased from time to time as provided hereunder, the “Base Salary”), less applicable withholdings and deductions. Payment shall be made in accordance with the Company’s normal payroll practices. Upon the expiration of the Initial Term, the Company’s Board, or its Compensation Committee, shall review the Base Salary to determine whether an increase in the amount thereof is warranted in its sole discretion. The Base Salary will not be decreased unless (i) all officers and/or members of the Company’s executive management team experience an equal or greater percentage reduction in annual base salary and/or total compensation; and (ii) Executive’s Base Salary reduction is no greater than twenty-five (25) percent.
Clause type: severability
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, that if such excluded provision shall affect the rights, immunities, liabilities, duties or obligations of the Rights Agent, the Rights Agent shall be entitled to resign immediately upon written notice to the Company.
Clause type: base-salary
 For all services to be rendered by Executive in any capacity hereunder, Executive shall be entitled to receive from Employer an annual “Base Salary” in the amount of Two Hundred and Sixty-Five Thousand, Two Hundred and Twenty-Five Dollars ($265,225.00). Executive’s Base Salary shall be increased by at least three percent (3%) each Term Year. Such Base Salary, as so increased, shall constitute “Base Salary” hereunder. The then current Base Salary shall not be reduced during the Term. All payments of Base Salary shall be paid in accordance with Employer’s normal payroll procedures and shall be less any authorized or required payroll deductions. In the event this Agreement is in effect for only a portion of any particular year, the amount of Executive’s Base Salary for that year shall be prorated on the basis of the actual number of pay periods during such year that this Agreement was in effect.
Clause type: conversion_of_shares
 At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof:
Clause type: financing
 (a) Purchaser shall use reasonable best efforts (taking into account the expected timing of the Marketing Period) to take all actions and to do or cause to be done all things necessary, proper or advisable to obtain the proceeds of the Financing on the terms and conditions described in the Financing Letters (provided, that Purchaser may (i) amend the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement so long as such Persons are reasonably acceptable to Sellers or (ii) otherwise replace or amend the Debt Commitment Letter so long as such action would not reasonably be expected to delay or prevent the Closing and the terms are not materially less beneficial to Purchaser, with respect to conditionality, than those in the Debt Commitment Letter as in effect on the date of this Agreement). Purchaser shall not permit any amendment or modification to be made to, or any waiver of any provision under, the Financing Letters without the prior written consent of Sellers if such amendment, supplement, modification or waiver:
Clause type: base-salary
 As compensation for the Executive’s services hereunder and in consideration of the Executive’s other agreements hereunder, during the Employment Term, the Company shall pay the Executive a base salary, payable in equal installments in accordance with Company payroll procedures, in an amount equal to Executive’s current base salary, subject to annual review by the Management Development and Compensation Committee (the “MDCC”) of the Company’s Board of Directors.
Clause type: severability
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
Clause type: loans
 Subject to Section 10.2 of this Agreement, Members may make loans to the Company upon such terms and conditions as the Manager may prescribe.
Clause type: payment
 All amounts due under this Section 15 shall be payable within ten Business Days after demand therefor.
Clause type: ownership_of_shares
 Kostusiak and Lederer are the record and beneficial owners of, or otherwise have the right to dispose of, 383,721 and 203,037 shares of Company Common Stock, respectively, free and clear of any security interests, liens, charges, encumbrances, equities, claims, options (other than the Option or pledges pursuant to commercially customary brokers margin accounts which would not restrict the exercise of the Option upon payment of the margin loan) 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). There are no outstanding options or other rights to acquire from such Shareholder or obligations of such Shareholder to sell or to acquire, any shares of Company Common Stock.
Clause type: investment-company-act
 No Group Member is an “investment company” required to be registered as such under the Investment Company Act of 1940, as amended.
Clause type: investments
 No member of the Consolidated Group has any Investments except for Permitted Investments.
Clause type: counterparts
This Agreement may be executed in counterparts, all of which together shall constitute an agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto or, in the case of a Person acquiring a Unit, upon accepting the certificate evidencing such Unit or executing and delivering a Transfer Application as herein described, independently of the signature of any other party.
Clause type: assignment
This Agreement may not be assigned by either party, except with the prior written consent of the other party. This Agreement shall be binding upon the parties hereto, their heirs, legal representatives, successors and permitted assigns.
Clause type: compensation
 (i) With respect to any Prospect who invests in any securities issued by the Company during the term of this agreement, Company agrees to compensate NCPS in the amount of 1.2 percent (1.2%) of the amount of such Prospect’s investment in the Company in the Offering. With respect to any NCPS Prospect who invests in any securities issued by the Company during the term of this agreement, Company agrees to compensate NCPS in the amount of 6.0 percent (6.0%) of the amount of such Prospect’s investment in the Company in the Offering (collectively, the “Cash Compensation”). The Company agrees to pay NCPS from the Offering proceeds at closing, unless otherwise agreed by the parties.
Clause type: grant_of_option
 For value received, the Corporation hereby grants to the Grantee the right and option to purchase, on the terms and subject to the conditions specified in this Agreement, FIVE HUNDRED THOUSAND (500,000) shares of the Corporation's $.001 par value common stock. The purchase price shall be $0.02 per share.
Clause type: taxes
 Borrower has filed all tax returns and such other reports as it is required by law to file and has paid or made adequate provision for the payment on or prior to the date when due of all taxes, assessments and similar charges that are due and payable;
Clause type: compensation
 As full compensation for his services under this Agreement, Executive shall receive such Compensation as determined by the Board, and Executive shall be eligible for such fringe benefits as are provided generally to all Senior Managers of the Company. The fringe benefits provided at the date of this Agreement are listed on Schedule A, attached hereto and made a part hereof. The Company may change or terminate any fringe benefit from time to time while Executive is employed, so long as the change affects all Senior Managers.
Clause type: ownership_of_shares
 Such Seller owns of record and beneficially all ------------------- of the Seller's Shares and has good and marketable title to such Shares, free and clear of all liens, encumbrances and restrictions of any kind or nature whatsoever other than applicable securities laws.
Clause type: investments
 If requested by the U.S. Borrower, the Agent shall, so long as no Event of Default shall have occurred and be continuing, from time to time invest funds on deposit in the Cash Collateral Accounts and accrued interest thereon, reinvest proceeds of any such investments which may mature or be sold, and invest interest or other income received from any such Investments, in each case in such Cash Equivalents as the U.S. Borrower may select. Such funds, interest, proceeds or income which are not so invested or reinvested in Cash Equivalents shall, except as otherwise provided in Section 4.05(b) and Section 4.06, be deposited and held by the Agent in the related Cash Collateral Account. None of the Agent, any Lender or any Issuing Bank shall be liable to either Borrower for, or with respect to, any decline in value of amounts on deposit in the Cash Collateral Accounts which shall have been invested pursuant to this Section 4.05(a) at the direction of the U.S. Borrower. Cash Equivalents from time to time purchased and held pursuant to this Section 4.05(a) shall constitute Cash Collateral and shall, for purposes of this Agreement, be deemed to be part of the funds held in the related Cash Collateral Account in amounts equal to their respective outstanding principal amounts.
Clause type: ownership_of_shares
 All of the Shares are beneficially owned by Seller free and clear of all Liens, except for Permitted Liens. The consummation of the Transactions will convey to Buyer good title to the Shares, free and clear of all Liens.
Clause type: insurance
The Company shall have the right to take out life, health, accident, “key-man” or other insurance covering Executive, in the name of the Company and at the Company’s expense in any amount deemed appropriate by the Company. Executive shall assist the Company in obtaining such insurance, including, without limitation, submitting to any required examinations and providing information and data required by insurance companies.
Clause type: termination
This Agreement may be terminated at any time, without the payment of any penalty, by vote of the Trust's Board of Trustees or by vote of a majority of the Fund's outstanding voting securities, or by the Investment Adviser, on sixty (60) days' written notice to the other party. The notice provided for herein may be waived by either party. This Agreement shall automatically terminate in the event of its assignment, the term "assignment" for the purpose having the meaning defined in Section 2(a)(4) of the Investment Company Act.
Clause type: ownership_of_shares
 (i) Neither the Company nor any of its Subsidiaries "Beneficially Owns" (as such term is defined in the Parent Rights Agreement) any shares of Parent Common Stock.
Clause type: foreign_investors
 If the Holder is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Holder hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the New Notes and Conversion Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the exchange of the New Notes and Conversion Shares for the Existing Notes, (ii) any foreign exchange restrictions applicable to such exchange, (iii) any government or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the New Notes and Conversion Shares. The exchange of New Notes and Conversion Shares for the Existing Notes and the continued ownership by the Holder of the New Notes and Conversion Shares will not violate any applicable securities or other laws of the Holder’s jurisdiction.
Clause type: investment-company-act
 The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act.
Clause type: capitalization
 3.2.1 The Shares have been duly authorized and validly issued to Seller and were not issued in violation of any preemptive rights or applicable Laws. Seller owns the Shares free and clear of all Liens. The Shares held by Seller represent all of the issued and outstanding Shares or other equity securities of the Company, and, other than Seller, no Person has any record, legal or beneficial ownership of any shares or other equity securities or rights to acquire any shares or other equity securities of the Company. Other than the Shares held by the Seller, no Person has ever had any record, legal or beneficial ownership of any shares or other equity securities or rights to acquire any shares or other equity securities of the Company. There are no (a) voting trusts, stockholder agreements, proxies or other understandings in effect with respect to the voting or transfer of the Shares or (b) issued or outstanding equity appreciation, phantom equity, profit participation or similar rights or similar interests having equity features with respect to the Company.
Clause type: representations
and Warranties. The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate delivered to Lender under this Agreement are true and correct. NO EVENT OF DEFAULT. There shall not exist at the time of any advance a condition which would constitute an Event of Default under this Agreement.
Clause type: payment
 6.1. We do not currently charge for entering into this Contract.
Clause type: loans
 On the Closing Date, title to the Loans shall be transferred from Seller to Buyer by a Bill of Sale, together with an assignment of notes and liens for real estate and other secured loans. Seller shall provide Buyer with a Limited Power of Attorney, in the form of Exhibit C, to effectuate the assignment of the Loans (including the security interest in all collateral therefor). Seller will also endorse or execute an allonge with respect to each note to Buyer, “without recourse” and, except as otherwise specifically provided in this Agreement, without warranties except for warranties regarding title thereto and right and authority to transfer. Seller will cooperate with Buyer and shall execute any other assignment documents (including mortgage assignment and UCC financing statement assignment documents and forms) that Buyer may reasonably request that are acceptable for filing or recording in accordance with any applicable law. Preparation of such additional documents shall be Buyer’s responsibility and at Buyer’s expense; all recording fees and expenses related to the recordation of the assignments shall be the responsibility of Buyer.
Clause type: counterparts
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement, and it shall not be necessary in making proof of this Agreement as to any party hereto to produce or account for more than one such counterpart executed and delivered by such party.
Clause type: insurance
Borrower shall, at all times insure all of the tangible personal property Collateral and carry such other business insurance, with insurers reasonably acceptable to Silicon, in such form and amounts as Silicon may reasonably require, and Borrower shall provide evidence of such insurance to Silicon, so that Silicon is satisfied that such insurance is, at all times, in full force and effect. All such insurance policies shall name Silicon as an additional loss payee, and shall contain a lenders loss payee endorsement in form reasonably acceptable to Silicon. Upon receipt of the proceeds of any such insurance, Silicon shall apply such proceeds in reduction of the Obligations as Silicon shall determine in its sole discretion, except that, provided no Default or Event of Default has occurred and is continuing, Silicon shall release to Borrower insurance proceeds with respect to Equipment totaling less than $100,000, which shall be utilized by Borrower for the replacement of the Equipment with respect to which the insurance proceeds were paid. Silicon may require reasonable assurance that the insurance proceeds so released will be so used. If Borrower fails to provide or pay for any insurance, Silicon may, but is not obligated to, obtain the same at Borrower's expense. Borrower shall promptly deliver to Silicon copies of all reports made to insurance companies.
Clause type: payment
 Payment of the purchase price for, and delivery of certificates for the Offered Securities shall be made at the offices of Sidley Austin LLP in New York, New York or at such other place as shall be agreed upon by the Representative and the Depositor, at 10:00 A.M. (New York time) on the date set forth in the applicable Terms Agreement, or such other time not later than five business days after such date as shall be agreed upon by the Representative and the Depositor (such date and time of payment and delivery being called the "Closing Time"). The Offered Securities will initially be represented by one or more certificates registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). The interests of beneficial owners of the Offered Securities will be represented by book entries on the records of DTC and participating members thereof. Certificates for the Offered Securities shall be made available for examination by the Representative in The City of New York not later than 10:00 A.M. (New York time) on the business day prior to the Closing Time. Delivery of the Offered Securities shall be made against payment of the purchase price by wire transfer of immediately available funds to a bank account designated by the Depositor.
Clause type: employee_benefits
 During the Employment Period, Executive will be eligible to participate in the employee benefit plans and programs maintained by the Company from time to time in which employees of the Company at Executive’s grade level are eligible to participate, including to the extent maintained by the Company, life, medical, dental, accidental and disability insurance plans and retirement, deferred compensation and savings plans, in accordance with the terms and conditions thereof as in effect from time to time. Notwithstanding anything herein to the contrary, the benefits provided for under this Section are subject to Section 16(c) of this Agreement, and are also subject to, and contingent upon, Executive’s continued employment with the Company.