bhaskrr/legal-clauses huggingface dataset:
Clause type: capitalization
 The capitalization of the Company is as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2010 (“Annual Report”). Except as a result of the purchase and sale of the Securities or otherwise as set forth in such Annual Report, there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of Common Stock. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and non-assessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the board of directors of the Company or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders. The Company has at least 40 stockholders of Common Stock of record prior to the date hereof.
Clause type: taxes
 The Borrower and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been established in accordance with GAAP. To the knowledge of the Responsible Officers of the Borrower, there is no proposed tax assessment against any Credit Party that would, if made, have a Material Adverse Effect.
Clause type: miscellaneous
18.01 Copies of this Collective Agreement will be provided to each nurse covered by the Collective Agreement by the Union and sufficient copies will be provided to the Hospital and the local Union, as requested. The cost of printing the Collective Agreement, including the printing of the French Translation, will be shared equally by the Hospital and the local Union. The cost of the French translation will be shared equally by the Union and the Participating Hospitals.
Clause type: ownership_of_shares
 The Director is the sole owner of the Bank Stock and holds the Bank Stock for the sole purpose of qualification for membership on the board of directors of the Bank. Pursuant to the Director's agreement with the Bank as evidenced by the legend on the Bank Stock, the Director may only sell the Bank Stock to the Seller or a successor director for the same price as the Director originally paid. Except as described in the preceding sentence the Bank Stock are free and clear of all security interests, liens, pledges, encumbrances, restrictions, adverse claims, buy-sell agreements, preemptive rights or rights of any third parties. Upon transfer of the Bank Stock in accordance with this Agreement, good and marketable title to the Bank Stock will be transferred to, and vested in, the Seller.
Clause type: base-salary
 During Executive’s employment with the Company, the Company shall pay Executive a base annual salary (the “Base Salary”) of $240,000.00. The Base Salary shall be payable in accordance with the Company’s normal payroll schedule, less all applicable tax withholdings for state and federal income taxes, FICA and other deductions as required by law and/or authorized by Executive. The Executive’s Base Salary shall be reviewed by the Compensation Committee of the Board (the “Compensation Committee”) no less frequently than annually to determine whether or not it should be changed (if it is decreased it will be subject to the provisions of Section 3(g) Termination for Good Reason) in light of the duties and responsibilities of the Executive and the performance thereof, and, if it is determined by the Compensation Committee in its sole discretion that an increase is merited, such increase shall be promptly put into effect and the base salary of the Executive as so increased shall constitute the Base Salary of the Executive for purposes of this Agreement from and after such date.
Clause type: severability
Except as otherwise set forth in this Agreement, the provisions of this Agreement are severable, and if any one or more such provisions shall be determined to be invalid, illegal or unenforceable, in whole or in part, the validity, legality and enforceability of any of the remaining provisions or portions thereof shall not in any way be affected thereby and shall nevertheless be binding between the parties hereto. Any such invalid, illegal or unenforceable provision or portion thereof shall be changed and interpreted so as to best accomplish the objectives of such provision or portion thereof within the limits of applicable law.
Clause type: taxes
 The Company and its Subsidiaries have filed all Federal and other material tax returns and reports required to be filed, and have paid all Federal and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against the Company or any Subsidiary that would, if made, have a Material Adverse Effect.
Clause type: payment_terms
 Payment terms are net thirty (30) days from date of invoice, subject to approval by ITT of amount and terms of credit, unless otherwise stated. If for any reason Buyer’s credit is or becomes exceptionable to ITT, either before or after Order acceptance, ITT reserves the right to require payment in advance, or to deliver COD, or to otherwise modify credit terms. Pending correction of any unsatisfactory credit situation, ITT may withhold shipments without incurring any liability to Buyer. When partial shipments are made, payment therefor shall become due in accordance with the designated terms of the invoice. If, at the request of Buyer, shipment is postponed
Clause type: interest
 Borrower and Lender hereby agree that during the Forbearance Period and so long thereafter as any Event of Default remains uncured and outstanding, the entire unpaid principal balance owed on the Revolving Note shall accrue interest at the default rate of Stated Rate, plus six percent (6.0%) (the “Default Rate”), as set forth in the Revolving Note; provided, however, that accrued interest on the entire unpaid principal balance owed on the Revolving Note shall be payable monthly on each Interest Payment Date (as defined in the Revolving Note) calculated at the sum of the Stated Rate, plus the Applicable Margin; and the difference between the Default Rate and the sum of the Stated Rate, plus the Applicable Margin, shall accrue and shall be payable only upon the earlier of (i) the termination of the Forbearance Period, or (ii) the cure of the Deficiency. Effective as of the date of this Agreement, the LIBOR Balance (as defined in the Revolving Note) is hereby converted to the Stated Rate Balance (as defined in the Revolving Note); and Borrower shall be obligated to pay Lender for any LIBOR breakage costs required under the Revolving Note or any Consequential Loss (as defined in the Revolving Note).
Clause type: investments
 Subject to compliance with Section 7.6(d), EnergySolutions and the Subsidiaries may make the following Investments (collectively “Permitted Investments”):
Clause type: base-salary
 Effective the date hereof, the base salary payable to Executive shall be Five Hundred and Twenty Thousand Dollars ($520,000) per year, payable on a regular basis in accordance with the Company’s standard payroll procedures, but not less than monthly. On at least an annual basis, the Board or a committee of the Board shall review Executive’s performance and may make increases to such base salary if, in its sole discretion, any such increase is warranted.
Clause type: investment-company-act
 The Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.
Clause type: taxes
 Seller has duly, timely and properly filed within the time prescribed by law, all Tax Returns required to be filed by it with respect to the income, business or operations of Seller with the appropriate Governmental Authority in all jurisdictions in which such Tax Returns are required by law to be filed and such Tax Returns were complete and accurate. Seller has paid in full all Taxes due or claimed to be due on or in respect of all such Tax Returns. Seller is not the subject of any pending or, to the best knowledge of Seller, threatened tax examination nor is it a party to any proceeding or inquiry by any governmental authority for the assessment or the proposed assessment or for the collection of Taxes nor has any claim for the assessment or proposed assessment or for the collection of Taxes been asserted against Seller. There are no Liens for Taxes that are due and unpaid on any of the assets or properties of Seller. All amounts required to be withheld by Seller in connection with its business or operations from customers with respect to the sale of goods, or from or on behalf of employees for income, social security and unemployment insurance taxes, have been collected or withheld and either paid to the appropriate governmental agency or set aside and, to the extent required by the Code or other Applicable Law, held in accounts for such purpose.
Clause type: assignment
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties.
Clause type: capitalization
 The authorized stock of the Company and the number of shares of capital stock that are issued and outstanding are set forth on SCHEDULE 2.3(A) hereto. The shares listed on SCHEDULE 2.3(A) hereto constitute all the issued and outstanding shares of capital stock of the Company, have been validly authorized and issued, are fully paid and non-assessable, have not been issued in violation of any pre-emptive rights or of any federal or state securities law and no personal liability attaches to the ownership thereof. Except for as set forth on SCHEDULE 2.3(B) hereto, there is no security, option, warrant, right, call, subscription, agreement, commitment or understanding of any nature whatsoever, fixed or contingent, that directly or indirectly: (i) calls for issuance, sale, pledge or other disposition of any shares of capital stock of the Company or any securities convertible into, or other rights to acquire, any shares of capital stock of the Company; (ii) obligates the Company to grant, offer or enter into any of the foregoing; or (iii) relates to the voting or control of such capital stock, securities or rights, except as provided in this Agreement. The Company has not agreed to register any securities under the Securities Act.
Clause type: notices
(a) All notices, requests, demands, consents, waivers or other communications to or from the parties to this Agreement must be in writing and will be deemed to have been given:
Clause type: severability
If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.
Clause type: counterparts
This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement. Delivery of an executed signature page of this Agreement by facsimile transmission or electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.
Clause type: investments
 No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, make or own any Investment (including in connection with the creation and/or production of any Media Library or Media Rights or any other broadcast programming) in any Person, including without limitation any Joint Venture and any Foreign Subsidiary, except:
Clause type: miscellaneous
(a) This Agreement shall be construed in accordance with the applicable laws of the State of Florida.
Clause type: investment-company-act
 None of the Partnership Entities is now, and immediately following the issuance and sale of the Securities by the Partnership Parties hereunder and application of the net proceeds from such sale as described in the General Disclosure Package and the Offering Memorandum under the caption “Use of Proceeds” will be, an “investment company” or a company “controlled by” an “investment company” within the meaning of the 1940 Act.
Clause type: compensation
 For the services provided by DFAL hereunder DFA shall pay DFAL a fee equal to $13,000 (U.S.) per year, to be paid on a quarterly basis. In the event that this Agreement is terminated at other than quarter-end, the fee for such quarter shall be prorated.
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of (i) 290,000,000 shares of Company Common Stock and (ii) 5,000,000 shares of preferred stock, par value $0.0001 per share (“Company Preferred Stock”). As of the close of business on December 9, 2020, there were issued (A) 240,085,996 shares of Company Common Stock (of which 21,365,429 shares were held in treasury), (B) no shares of Company Preferred Stock, (C) Company Stock Options to purchase an aggregate of 2,372,634 shares of Company Common Stock, (D) 4,568,750 shares of Company Common Stock were subject to outstanding Company RSU Awards, (E) 1,056,176 shares of Company Common Stock were subject to outstanding Company PSU Awards, determined assuming target performance levels were achieved and 2,703,746 shares of Company Common Stock were subject to outstanding Company PSU Awards, determined assuming maximum performance levels were achieved, (F) (1) 9,502,104 additional shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Plans and (2) 423,409 additional shares of Company Common Stock were reserved for issuance under the Company ESPP, (G) 152,681,745 CVRs subject to, and having the terms set forth in, the CVR Agreement. Except as set forth in this Section 4.05(a), as of the close of business on December 9, 2020, there are no issued, reserved for issuance or outstanding Equity Securities of the Company.
Clause type: investments
 At any time that the Borrower (i) does not have Investment Grade Standing or (ii) would not be in compliance with Section 7.04 on a pro forma basis after giving effect to the applicable Investments and any financing therefor, make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any capital stock, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or make any other investment in, any Person (all of the foregoing, “Investments”), except:
Clause type: taxes
 (a) All payments of principal of, and interest on, the Loans and all other amounts payable hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by any Bank's net income or receipts (all non-excluded items being called "Taxes"). If any withholding or deduction from any payment to be made by the Company hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Company will:
Clause type: assignment
No party shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other parties, except that SPONSOR, without the consent of any other party hereto, may assign this Agreement and its rights and obligations hereunder (a) to any successor in interest (whether by merger, acquisition, asset purchase or otherwise) to all or substantially all of the business to which this Agreement relates, (b) in connection with the transfer, whether by license or otherwise, or sale of all or substantially all of its rights to the Study Device(s) or (c) to any direct or indirect affiliate of such assigning party. In the case of assignment of this Agreement, the assigning party shall provide prompt written notice to the other party.
Clause type: assignment
Except as expressly provided by Section 2.1, 2.2 or 8.5, neither Party may assign this Agreement, delegate its obligations or otherwise transfer licenses or other rights created by this Agreement, without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided that each Party may assign this Agreement as a whole without such consent to an Affiliate or in connection with the acquisition (whether by merger, consolidation, sale or otherwise) of such Party or of that part of such Party’s business to which this Agreement relates, provided that such Party provides written notice to the other Party of such assignment and the assignee thereof agrees in writing to be bound as such Party hereunder. Any assignment or transfer in violation of this Section 10.1 shall be void. This Agreement shall inure to the benefit of, and be binding upon, the legal representatives, successors and permitted assigns of the Parties.
Clause type: grant_of_option
 In consideration of the services to be rendered by Participant to the Company or any Affiliate and subject to the terms and conditions of the Plan and this Agreement, the Administrator hereby grants to Participant an option (this “Option”) to purchase the number of Shares set forth in the Notice of Stock Option Grant in Part I of this Agreement, at the Exercise Price per Share set forth in the Notice of Stock Option Grant in Part I of this Agreement (the “Exercise Price”). If designated as an ISO in the Notice of Stock Option Grant in Part I of this Agreement, this Option is intended to qualify as an Incentive Stock Option; provided, however, that, to the extent that the aggregate Fair Market Value (determined at the time of grant) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by Participant during any calendar year (under all plans of the Company and any Affiliate) exceeds $100,000, such Options or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options. Further, if for any reason this Option (or portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, this Option (or portion thereof) shall be regarded as a Nonstatutory Stock Option. In no event shall the Administrator, the Company or any Affiliate, or any of their respective employees or directors, have any liability to Participant (or any other Person) due to the failure of this Option (or portion thereof) to qualify for any reason as an Incentive Stock Option.
Clause type: interest
 ArcelorMittal, a société anonyme organized under Luxembourg law will pay interest on the principal amount of the US $1,500,000,000 Securities at 5.50% per annum from March 7, 2011 until Maturity. Interest will be subject to adjustment in accordance with Article III of the Fourth Supplemental Indenture referred to below. The Company will pay interest and Additional Amounts, if any, pursuant to Section 10.11 of the Indenture, semi-annually in arrears on March 1 and September 1 of each year (each an Interest Payment Date) commencing on September 1, 2011, to the Holders of Securities registered as such as of close of business on February 15 and August 15, immediately preceding the relevant Interest Payment Date. If an Interest Payment Date or the maturity date in respect of the Securities is not a Business Day in the Place of Payment, we will pay interest or principal, as the case may be, on the next Business Day. Payments postponed to the next Business Day in this situation will be treated under this Indenture as if they were made on the original due date. Postponement of this kind will not result in a default under the Securities or this Indenture, and no interest will accrue on the postponed amount from the original due date to the next day that is a Business Day. Interest on the Securities will accrue from the Closing Date or, if interest has already been paid, from the date it was most recently paid (each such period, an “Interest Period”). Interest on the Securities will be calculated in accordance with Section 3.10 of the Indenture. Interest will cease to accrue on the Securities on the due date for their redemption, unless, upon such due date, payment of principal is improperly withheld or refused or if default is otherwise made in respect of payment of principal, in which case interest will continue to accrue on the Securities at the rates set forth above, as the case may be, until the earlier of (a) the day on which all sums due in respect of such Securities up to that day are received by the relevant Holder or (b) the day falling seven days after the Trustee has notified the Holders of receipt of all sums due in respect of the such Securities up to that seventh day, except to the extent that there is failure in the subsequent payment to the relevant Holders following such notification.
Clause type: miscellaneous
11.1 The headings contained in this Agreement are for the convenience of reference only and shall not be used to interpret, explain or otherwise affect the meaning of the provisions of this Agreement.
Clause type: base-salary
 You will continue to receive a base salary at a monthly rate of $33,333.33, annualizing to $400,000.00 (as may be adjusted under this Agreement, the “Base Salary”). The Company will pay your Base Salary periodically in arrears not less frequently than monthly in accordance with the Company’s regular payroll practices as in effect from time to time (which currently provide for bi-weekly payments). The Board of Directors of HMS Holdings (the “Holdings Board”) or its Compensation Committee (the “Compensation Committee”) will review your Base Salary periodically and may adjust your Base Salary at that time.