bhaskrr/legal-clauses huggingface dataset:
Clause type: termination
The obligations of the Initial Purchasers hereunder may be terminated by the Initial Purchasers, in their absolute discretion, by notice given to and received by the Company prior to delivery of and payment for the Securities if, prior to that time, any of the events described in Section 5(m), (n), (o), (p) or (q) shall have occurred and be continuing.
Clause type: confidentiality
Buyer acknowledges that the accounting books and records and other financial information of PBF to which Buyer or its agents may have access pursuant to Article III hereof and the compilation of prices and other contents of PBF's Order Guide Book are confidential and proprietary to PBF. Buyer shall not disclose such information to any other person without PBF'S prior written consent and will use such information only in furtherance of Buyer's proper performance of its obligations under this Agreement or in enforcing its rights hereunder. Upon the termination of this Agreement, Buyer shall immediately return all such information, in whatever form, to PBF, and thereafter Buyer shall not use such information for any purpose, unless and to the extent that such information is deemed to be in the public domain or has been obtained by Buyer from third parties without any prohibitions on disclosures thereof. PBF acknowledges that all information obtained about Buyer's financial condition and business operations that is not otherwise available is confidential and proprietary to Buyer. PBF shall not disclose such information to any other person without Buyer's written consent and will use such information only in furtherance of PBF's proper performance of its obligations under this Agreement or in enforcing its rights hereunder.
Clause type: base-salary
 Until the termination of Executive's employment hereunder, Employer shall pay Executive a base salary at an annual rate of not less than $[Exhibit A] (as may be increased from time to time, the "Base Salary") payable in accordance with the then current payroll policies of Employer. Any increase in the Base Salary shall be in the sole discretion of the Board of Directors of the Company or the appropriate committee thereof.
Clause type: investment-company-act
 Parent is not, and at and immediately following the Closing will not be, an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company”, in each case within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC promulgated thereunder.
Clause type: loans
 (a) Subject to the terms and conditions of this Loan Agreement, each Lender hereby severally and not jointly shall from time to time make loans (individually, a "Loan" and collectively, the "Loans") to the Borrower in ---- ----- Dollars, on any Business Day from and including the Effective Date to but excluding the Termination Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) such Lender's Commitment and (ii) such Lender's Commitment Percentage of the Borrowing Base; provided, -------- however, that (x) the aggregate principal amount of Loans secured by Equipment ------- Loans at any time outstanding made by such Lender shall not exceed such Lender's Commitment Percentage of the aggregate Collateral Value of Eligible Equipment Loans and (y) the aggregate principal amount of Loans secured by Trade Receivables at any time outstanding made by such Lender shall not exceed such Lender's Commitment Percentage of the aggregate Collateral Value of Eligible Trade Receivables. All Loans shall be made by the Lenders proportionately to their respective Commitment Percentages, it being understood that no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Loan hereunder nor shall the Commitment of any Lender be increased or decreased as a result of any such failure. A Lender shall not be obligated to make a Loan pursuant to this Section 2.01 on any date to the extent that (i) the aggregate principal amount of all outstanding Loans immediately after the making of such requested Loan and all other Loans to be made on such date would exceed the Maximum Credit, (ii) the aggregate principal amount of all outstanding Loans secured by Equipment Loans immediately after the making of such requested Loan and all other Loans to be made on such date would exceed $200,000,000, or (iii) the aggregate principal amount of all outstanding Loans secured by Trade Receivables immediately after the making of such requested Loan and all other Loans to be made on such date would exceed $100,000,000. Subject to the terms and conditions of this Loan Agreement, during the term of this Loan Agreement the Borrower may borrow, repay and reborrow hereunder.
Clause type: compensation
 (a) The Advisor agrees to pay to the Sub-Advisor and the Sub-Advisor agrees to accept as full compensation for all services rendered by the Sub-Advisor as such, a monthly fee in arrears at an annual rate equal: (i) prior to July 31, 2002, to 38% of the monthly advisory fees received by the Advisor, (ii) from August 1, 2002 to July 31, 2003, to 19% of the monthly advisory fee received by the Advisor; and (iii) after July 31, 2003, 0% of the advisory fees received by the Advisor; provided that thereafter the Sub-Advisor may be compensated at cost for any services rendered to the Trust at the request of the Advisor and approved of by the Board of Trustees. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.
Clause type: board
 The Board of Directors of the Company as of the Closing Date shall consist of two members appointed by the Sellers and three members appointed by the Purchaser.
Clause type: shares
 The Shares issued and outstanding on the date hereof have been duly authorized, validly issued and are fully paid and are non-assessable; and any Shares to be issued hereafter, when issued, shall have been duly authorized, validly issued and fully paid and will be non-assessable; and
Clause type: confidentiality
Both parties hereto agree than any non-public information obtained hereunder concerning the other party is confidential and may not be disclosed without the consent of the other party, except as may be required by applicable law or at the request of a governmental agency. The parties further agree that a breach of this provision would irreparably damage the other party and accordingly agree that each of them is entitled, in addition to all other remedies at law or in equity to an injunction or injunctions without bond or other security to prevent breaches of this provision.
Clause type: miscellaneous
State Street and the Client agree to cooperate to attempt to recover any funds erroneously paid to the wrong party or parties, regardless of any fault of State Street or the Client, but the party responsible for the erroneous payment shall bear all costs and expenses incurred in trying to effect such recovery. These Guidelines may not be amended except by a written agreement signed by the parties. For the avoidance of doubt, the Selection Form that is attached hereto may be updated from time to time by the parties without impacting the effectiveness of these Operating Guidelines. Client or Agent Name: (hereafter referred to as the “Company”) Security Controls required for the following delivery methods: ¨ SWIFT (Society for Worldwide Interbank Financial Telecommunication) is a cooperative society owned and operated by member financial institutions that provides telecommunication services for its membership. Participation is limited to securities brokers and dealers, clearing and depository institutions, recognized exchanges for securities, and investment institutions. SWIFT provides a number of security features through encryption and authentication to protect against unauthorized access, loss or wrong delivery of messages, transmission errors, loss of confidentiality and fraudulent changes to messages. SWIFT is considered to be one of the most secure and efficient networks for the delivery of funds transfer instructions. ¨ iPayBenefits is a portal that offers Retirement Plan Sponsors, record keepers, third party administrators, banks and insurance companies a total Benefit Payments processing platform to access to retiree information. There are three components: the PLUS Web retiree benefits management application to add participants, change addresses, and stop and release payments; a Custom Queries tool for creating customized reports; and an open Customer Workspace area for posting of shared documents. Access by authorized users is through a web portal which uses RSA Adaptive Authentication (User ID and Password + “security map”). Security Controls required for the following delivery methods: ¨ Data Communication - Message Queuing or a similarly architected product is a communication method that allows the Company to electronically deliver authorized financial transaction instructions to State Street using a straight through processing message delivery service. Encryption must be enabled. All information communicated via this method is authorized by the...
Clause type: interest
 (a) Any amounts due under this Guaranty which are not paid when due shall bear interest until paid at the rate per annum equal to the Default Rate.
Clause type: termination
This Participation Agreement terminates upon the complete withdrawal of the assets of the Participating Trust from the Composite Trust. All withdrawals are subject to the Declaration of Trust and applicable Declaration of Investment Account. The Trustee shall continue to be paid its fees until the Valuation Date on which such final withdrawal is effective. Any full fund liquidation requires a pre-notification of five (5) business days to the Trustee at nscc@bpas.com.
Clause type: payment_terms
 All fees are due within sixty (60) days of receipt of Escrow Agent’s invoice. Registrant shall be responsible for all fees and charges payable pursuant to this Escrow Agreement.
Clause type: interest
 Each Loan shall earn interest on the Outstanding Principal Amount thereof calculated on the basis of a 360-day year for the actual number of days of each year (365 or 366), as follows:
Clause type: whereas
it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;
Clause type: investment-company-act
 The Company is not required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”).
Clause type: insurance
The assets, properties and operations of the Company are --------- insured under various policies of general liability and other forms of insurance, all of which are described on Schedule 5.19, which discloses for each ------------- policy, the insurer, the type of insurance, the policy number, the risks insured against, coverage limits, deductible amounts, the expiration date, all outstanding claims thereunder, and whether the terms of such policy provide for retrospective premium adjustments. All such policies are in full force and effect in accordance with their terms, no notice of cancellation has been received, and there is no existing default or event which, with the giving of notice or lapse of time or both, would constitute a default thereunder. Such policies are in amounts which are adequate in relation to the business and assets of the respective company and all premiums to date have been paid in full. To the knowledge of the Company, there is no default with respect to any such policy or binder, nor has there been any failure to give any notice or present any claim under any such policy or binder in a timely fashion or in the manner or detail required by the policy or binder. There is no notice of nonrenewal or cancellation with respect to, or disallowance of any claim under, any such policy or binder that has been received by the Company. The Company has never been refused any insurance, nor has the Company's coverage been limited, by any insurance carrier to which it has applied for insurance or with which it has carried insurance during the past five years. Schedule 5.19 also contains a ------------- true and complete description of all outstanding bonds and other surety arrangements issued or entered into in connection with the business, assets and liabilities of the Company.
Clause type: base-salary
 The Company shall pay Executive a base salary (“Base Salary”), commencing on the Commencement Date, at the annual rate of seven hundred twenty-eight thousand ($728,000), payable in installments at such times as the Company customarily pays its other senior executives (“Peer Executives”). Executive’s performance and Base Salary shall be reviewed annually. Any increase in Base Salary or other compensation shall be made at the discretion of the compensation committee of the Board (the “Compensation Committee”).
Clause type: base-salary
 The Executive will receive a salary at the rate of $601,000 annually (the “Base Salary”), payable in equal increments in accordance with the Company’s normal payroll practice. In addition, the Executive’s Base Salary may from time to time be increased, but not decreased, by the Board.
Clause type: severability
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.
Clause type: investments
 The moneys in the Bond Fund shall, at the direction of the Company, be invested and reinvested in Investment Securities. Any Investment Securities may be purchased subject to options or other rights in third parties to acquire the same. Subject to the further provisions of this Section 6.01, such investments shall be made by the Trustee as directed and designated by the Company in a certificate of, or telephonic advice promptly confirmed by a certificate of, an Authorized Company Representative. As and when any amounts thus invested may be needed for disbursements from the Bond Fund, the Trustee shall request the Company to designate such investments to be sold or otherwise converted into cash to the credit of the Bond Fund as shall be sufficient to meet such disbursement requirements and shall then follow any directions in respect thereto of an Authorized Company Representative. As long as no Event of Default (as defined in Section 9.01 hereof) shall have occurred and be continuing, the Company shall have the right to designate the investments to be sold and to otherwise direct the Trustee in the sale or conversion to cash of the investments made with the moneys in the Bond Fund, provided that the Trustee shall be entitled to conclusively assume the absence of any such Event of Default unless it has notice thereof within the meaning of Section 10.05 hereof.
Clause type: investments
 The Borrower will not make, incur, assume or suffer to exist any Investment in any other Person other than (a) Investments in the Guarantor or any direct or indirect wholly-owned Subsidiary of the Guarantor and (b) Investments in an aggregate outstanding amount not to exceed $25,000,000 at any time, determined net of any cash returns on or repayments or sales of such Investments.
Clause type: investments
 To invest and reinvest cash and other property, and to hold cash or other property uninvested without in any event being bound or limited by any present or future law or custom in regard to investments by trustees;
Clause type: miscellaneous
This Amendment, together with the Original Note as amended hereby, contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous agreements, understandings, inducements, and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof and thereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. No provision of this Amendment may be amended or modified, except by a written instrument executed by the party against whom such amendment or modification is sought to be enforced. This Amendment and all questions relating to its validity, interpretation, performance, and enforcement shall be governed by and construed in accordance with the laws of the State of Illinois, notwithstanding any Illinois or other conflict-of-law provisions to the contrary. This Amendment may be executed in counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Amendment shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Any photographic or xerographic copy of this Amendment, with all signatures reproduced on one or more sets of signature pages, shall be considered for all purposes as if it were an executed counterpart of this Amendment. Signatures may be given by facsimile or other electronic transmission, and such signatures shall be fully binding on the party sending the same.
Clause type: interest
 (a) Interest on the Revolving Loans and Term Loans shall be payable by Borrower on the first day of each month, calculated upon the closing daily balances in the loan account of Borrower for each day during the immediately preceding month, at the per annum rate set forth as the Interest Rate in Section 10.3(a). The Interest Rate shall increase or decrease by an amount equal to each increase or decrease, respectively, in the Prime Rate (as defined below), effective as of the date of each such change. On and after any Event of Default or termination or non-renewal hereof, interest on all unpaid Obligations shall accrue at a rate equal to two percent (2%) per annum in excess of the Interest Rate otherwise payable until such time as all Obligations are indefeasibly paid in full (notwithstanding entry of any judgment against Borrower or the exercise of any other right or remedy by Lender), and all such interest shall be payable on demand. Interest shall in no month be less than the Interest Rate multiplied by the Minimum Borrowing set forth in Section 10.1(e). In no event shall charges constituting interest exceed the rate permitted under any applicable law or regulation, and if any provision of this Agreement is in contravention of any such law or regulation, such provision shall be deemed amended to conform thereto.
Clause type: taxes
 (a) Sorisole has filed or caused to be filed on a timely basis all Tax Returns that are or were required to be filed by or with respect to any of them, either separately or as a member of a group of corporations, pursuant to applicable Legal Requirements. Sorisole has delivered to La Jolla copies of all such Tax Returns filed since January 1, 1997. Sorisole has paid, or made provision for the payment of, all Taxes that have or may have become due pursuant to those Tax Returns or otherwise, or pursuant to any assessment received by Shareholders or Sorisole, except such Taxes, if any, as are listed in Part 3.11 of the Sorisole Disclosure Letter and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Sorisole Balance Sheet and the Sorisole Interim Balance Sheet.
Clause type: base-salary
 A base salary at the rate of (A) One Hundred Twenty Thousand Dollars [(U.S.) $120,000.00] for calendar year ("Year") 1997 and (B) no less than One Hundred Twenty Thousand Dollars [(U.S.) $120,000.00] for each Year thereafter during the term of this Agreement, subject to review by the Compensation Committee of the Board of Directors of the Company, payable in bi-weekly installments (the "Base Salary").
Clause type: loans
 Revolving credit loans made or to be made by the Banks to the Borrower pursuant to ss.2.
Clause type: headings
Titles and headings in this Settlement Agreement are inserted for convenience of reference only and are not intended to affect the interpretation or construction of the Settlement Agreement.
Clause type: insurance
All of the properties and operations of the Borrower and each Subsidiary of a character usually insured by companies of established reputation engaged in the same or a similar business similarly situated are adequately insured, by financially sound and reputable insurers, against loss or damage of the kinds and in amounts customarily insured against by such Persons, and the Borrower and the Subsidiaries carry, with such insurers in customary amounts, such other insurance, including larceny, embezzlement or other criminal misappropriation insurance and business interruption insurance, as is usually carried by companies of established reputation engaged in the same or a similar business similarly situated.
Clause type: interest
 The principal balance of each Term Loan Advance shall bear interest thereon from such Advance Date at the Term Loan Interest Rate based on a year consisting of 360 days, with interest computed daily based on the actual number of days elapsed. The Term Loan Interest Rate will float and change on the day the Prime Rate changes from time to time.
Clause type: indemnification
8.1 The Transfer Agent shall not be responsible for, and the Fund shall indemnify and hold the Transfer Agent, and with respect to Section 1.2 and Section 8.1(f) herein, also State Street, harmless, from and against, any and all losses, damages, costs, charges, documented counsel fees (including the defense of any lawsuit in which the Transfer Agent or affiliate is a named party), payments, expenses and liability arising out of or attributable to:
Clause type: base-salary
 The Executive shall receive a base salary at the annual rate of $190,000 (the "BASE SALARY") during the Term of Employment, with such Base Salary payable in installments consistent with the Company's normal payroll schedule, subject to applicable withholding and other taxes. The Base Salary shall be reviewed at least annually.
Clause type: shares
 (a) The shares of any member of the Restricted Group which are subject to the Transaction Security are fully paid and not subject to any option to purchase or similar rights.
Clause type: base-salary
 As of the Effective Date, the Company will pay Executive an annual salary of $300,000 as compensation for his services (such annual salary, as is then effective, to be referred to herein as “Base Salary”). The Base Salary will be paid periodically in accordance with the Company’s normal payroll practices and be subject to the usual, required withholdings.
Clause type: board
 The governing body of the Authority shall be a Board of Directors (“Board”). The composition of the Board shall be as set forth in Section 4.7. Each Director shall serve at the pleasure of the governing board of the Party or Participant who appointed such Director, and may be removed as Director by such governing board at any time. If at any time a vacancy occurs on the Board, a replacement shall be appointed to fill the position of the previous Director within 90 days of the date that such position becomes vacant.