bhaskrr/legal-clauses huggingface dataset:
Clause type: interest
 The Borrower shall be charged Interest from the Effective Date and the Interest shall be payable on the relevant Due Dates. PROVIDED THAT in the event the Lender reduces or increases the interest rate prior to the disbursement of the full Loan the applicable rate of interest shall be varied on weighted average basis with reference to the branches disbursed/to be disbursed. The Lender shall be entitled to revise the rate of Interest at anytime and from time to time as per its policy, market conditions and/or applicable laws and regulations, if any, during the tenor of the Loan at its sole discretion. Such variation/revision in respect of the Interest shall have prospective effect. The Lender shall inform the Borrower about the variation in the Interest in due course. The Borrower shall reimburse or pay to the Lender such amount as may have been paid or payable by the Lender to the Central or State Government or any other authority or department, on account of any Tax levied on interest (and/or other charges) on the Loan by the Central or State Government, authority, department. The Borrower shall make the reimbursement or payment forthwith. Without prejudice to the Lender's rights, Interest as aforesaid and the other amounts payable by the Borrower shall be charged to the Account on the respective Due Date thereof and shall be deemed to form part of the outstanding Loan. Such Interest and other amounts shall, accordingly attract Interest at the same rate as applicable to the Loan in terms of this Agreement until payment thereof. Notwithstanding anything to the contrary contained herein, if the Borrower makes any excess payment on any Due Date, the same will not be reduced from the total Interest committed/ payable by the Borrower.
Clause type: governing
Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Clause type: capitalization
 The outstanding shares of capital stock of the Company, including the Securities to be purchased by the Underwriter from the Selling Shareholders, have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding shares of capital stock of the Company, including the Securities to be purchased by the Underwriter from the Selling Shareholders, were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The Securities to be sold by the Selling Shareholders will be sold in compliance with federal and state securities laws.
Clause type: loans
 (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments as set forth in Section 2.01; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender).
Clause type: compensation
 For the services provided and the expenses assumed pursuant to this Agreement, the Manager shall pay the Subadvisor as compensation therefor, a fee equal to the percentage of the Allocated Assets constituting the respective Series’ average daily net assets as described in the attached Schedule A. Liability for payment of compensation by the Manager to the Subadvisor under this Agreement is contingent upon the Manager’s receipt of payment from the Trust for management services described under the Management Agreement between the Trust and the Manager. Expense caps or fee waivers for the Series that may be agreed to by the Manager, but not agreed to in writing by the Subadvisor, shall not cause a reduction in the amount of the payment to the Subadvisor.
Clause type: base-salary
 During the Employment Period, Executive’s base salary initially, with effect from August 1, 2019, shall be $400,000 per annum, which may be modified by the Board in its sole discretion (the “Base Salary”), and which shall be payable by the Company in regular installments in accordance with the Company’s payroll practices in effect from time to time, less applicable deductions and withholding as required by law. For the avoidance of doubt, in any partial calendar year in the Employment Period, the Base Salary shall be prorated to reflect the period of time for which Executive is actually employed by the Company pursuant to this Agreement. During the Employment Period, the Base Salary shall be reviewed annually by the Board in accordance with the guidelines and procedures of the Group applicable to similarly situated executives with the first such review effective January 2021.
Clause type: investments
 Acquire for value, make, have or hold any Investments in any other Person, except:
Clause type: taxes
 (a) All payments made by or on behalf of any Loan Party under this Agreement (other than in respect of any Competitive Loans as to which this Section 2.21(a) shall not apply) or any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future Taxes, excluding (i) Taxes imposed on or measured by income or profits (including franchise taxes imposed in lieu of or in addition to net income tTaxes) imposed on the Administrative Agent, the Brazilian Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent, the Brazilian Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tTax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent, the Brazilian Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document), (ii) any branch profit Taxes imposed by the United States or any similar tTax imposed by any other Governmental Authority in a jurisdiction described in clause (i) above and (iii) any Taxes imposed by reason of FATCA (any such non-excluded Taxes, “Non-Excluded Taxes”). If any Taxes are required to be deducted or withheld from any amounts payable to the Administrative Agent, the Brazilian Administrative Agent or any Lender under any Loan Document, as determined in good faith by the applicable withholding agent or by the relevant Borrower, to the extent there is no withholding agent, the applicable withholding agent or the relevant Borrower shall make such deductions or withholdings and shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable laws. In the case of any Non-Excluded Taxes or Other Taxes, the amounts so payable by the applicable Loan Party to the Administrative Agent, the Brazilian Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent, the Brazilian Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) an amount equal to the sum which would have been received had no such deduction or withholding been made, provided, however, that no Loan Party shall be required to increase any such amounts payable to the Administra...
Clause type: payment_terms
 On or after the last day of each calendar month, MCK will invoice NewCo for the Service Fees and reimbursable expenses due under this Agreement for the Services rendered during such month, provided, that failure to timely invoice will not preclude later invoicing and collection of amounts payable. NewCo will pay the invoiced amounts within forty-five (45) days of receipt of the invoice, except for amounts subject to a bona-fide and good faith dispute with respect to which NewCo has provided written notice to MCK, including a detailed description of the basis for the dispute, prior to the date such amounts were due (a “Dispute”). Payment will be made by wire transfer of immediately available funds to an account specified in writing by MCK.
Clause type: interest
 Interest shall be payable on the outstanding Principal Indebtedness (“Interest”) at the rate of six (6%) percent per annum (the “Interest Rate”) and shall be calculated for actual days elapsed on the basis of a 360-day year, which results in higher interest, charge or fee payments than if a 365-day year were used. Interest shall be payable in cash, quarterly in arrears, commencing 90 days following the Issuance Date.
Clause type: capitalization
 The authorized capital stock of the Company is as set forth in the Time of Sale Information and in the Prospectus under “Capitalization,” and the shares of issued Common Stock and Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable.
Clause type: dividends
 Wire order purchases and redemptions (placement and confirmations); · Exchanges; · Account maintenance such as address changes; · Transfers; and · Account opening. For transactions within the 529 portfolios, FTIS will allocate the transaction fee on a pro-rata basis to the underlying Funds based on the 529 portfolio's holdings in such Funds. In addition to Beneficial Owner Servicing Fees and Networked Account Servicing Fees paid in accordance with Section 3 of this Agreement, the Investment Company shall reimburse FTIS monthly for the following out-of-pocket expenses paid to third parties in connection with the servicing of Accounts as required under the terms of this Agreement: o Expenses in connection with the preparation and physical or electronic delivery of shareholder communications required under the terms of this Agreement, such as prospectuses, shareholder reports, tax information, proxy statements, and shareholder statements. Such amounts paid to third parties include, but are not limited to, costs of printing, mailing, stationary, forms, postage, and electronic delivery. In the case of out-of-pocket expenses incurred by FTIS or an affiliate associated with the printing of new account confirming prospectuses (which prospectuses the Investment Company is obligated to deliver under its Underwriting Agreement and that FTIS agrees to deliver, on behalf of the Fund, in connection with the confirmation process), FTIS and the Investment Company each will pay one-half (50%) of the costs of printing the new account confirming prospectus (including, but not limited to, print on demand prospectuses used for that purpose); o telephone costs associated with servicing shareholders in accordance with this agreement; o ACH, Federal Reserve and bank charges for check clearance, electronic funds transfers and wire transfers; o Data Storage: Retention of electronic and paper account records; and other costs associated with data storage of account records and transactions records (e.g., magnetic tape, microfilm and microfiche, and digital images); o insurance against loss of Share certificates when in transit; o terminals, transmitting lines and any expenses incurred in connection with such terminals and lines established and/or maintained by FTIS to perform its obligations under this agreement; o Amounts paid to independent accounting firms to perform independent audits of FTIS and the issuance of reports such as a SOC-1; o Amounts paid in connection with use of na...
Clause type: base-salary
 During the Term, the Company shall pay Employee an annual base salary of $750,000 (the “Base Salary”), payable in equal biweekly installments or in such other installments as may be in accordance with the Company’s payroll practice as in effect from time to time. The Base Salary shall be reviewed by the Company, if requested by Employee in writing, no less frequently than annually in a manner consistent with similarly situated executives of the Company and may be increased but not decreased. For all purposes under this Agreement, the term “Base Salary” shall refer to Base Salary as in effect from time to time.
Clause type: ownership_of_shares
 The Seller is the holder of record and beneficially owns 5,558,780,153 Shares, which as of the date hereof are free and clear from any and all liens and encumbrances, other than the Shareholders Agreement and the Shares Pledges Agreements, and on the Price Payment Date (and prior to the Price Payment) will be free and clear from any and all liens and encumbrances, other than the Shareholders Agreement.
Clause type: taxes
 All United States Federal income tax returns of the Borrower and its Significant Subsidiaries that file consolidated income tax returns with the Borrower have been examined and closed through the fiscal year of the Borrower ended December 31, 1990. The Borrower and such Significant Subsidiaries have filed all United States Federal income tax returns and all other material tax returns which are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Borrower or any such Significant Subsidiary, except (a) any taxes that are being or promptly will be contested in good faith by appropriate proceedings and for which the Borrower or such Significant Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) any taxes that are immaterial in amount. The charges, accruals and reserves on the books of the Borrower and such Significant Subsidiaries in respect of any taxes and other governmental charges are, in the opinion of the Borrower, adequate.
Clause type: compensation
 For all services to be rendered by Executive to DDR under this Agreement during the Contract Period while Executive is employed by DDR, including services as President and CEO and any other services specified by the Board, DDR will pay and provide to Executive the compensation and benefits specified in this Section 3.
Clause type: whereas
the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”);
Clause type: definitions
The terms which follow, when used in this ------------ Agreement, shall have the meanings indicated.
Clause type: taxes
 The Borrower and the Guarantor have filed or caused to be filed all Federal, state and local income, excise, property and other tax returns which are required to be filed. All such returns are true and correct in all material respects and the Borrower and the Guarantor have paid or caused to be paid all taxes, assessments, interest and penalties as shown on such returns or on any assessment received by them, to the extent that such taxes have become due, including, but not limited to, all F.I.C.A. payments and withholding taxes. Except as disclosed in Schedule 4.08 attached hereto, the amounts reserved as a liability for income and other taxes payable in the most recent financial statements of the Borrower and the Guarantor provided to the Bank pursuant to this Agreement are sufficient for the payment of all unpaid Federal, state, county and local income, excise, property and other taxes, whether or not disputed, of the Borrower and the Guarantor accrued for or applicable to the period and on the dates of such financial statements and all years and periods prior thereto and for which the Borrower, any existing Subsidiary or the Guarantor may be liable in its or their own right or as a transferee of the assets of, or as successor to, any other person or entity.
Clause type: miscellaneous
No provision of this Agreement may be modified or waived unless such waiver or modification is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. The Amendment and Restatement of this Agreement (including the appendices hereto) supersedes and replaces in its entirety the Executive Officer Change in Control Agreement in effect prior to the parties hereto entering into this Amended and Restated Agreement, subject to the reinstatement of the prior agreement as provided in Section 2. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party or by Polycom which are not expressly set forth in this Agreement (including the appendices hereto). The laws of the Commonwealth of Massachusetts shall govern the validity, interpretation, construction and performance of this Agreement and the Agreement shall be an instrument under seal. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and Executive under Sections 5.0, 6.0, 7.0 and 15.0 and Appendices II, III and IV hereto shall survive the expiration of the term of this Agreement.
Clause type: termination
The Executive’s employment hereunder may be terminated without any breach of this Agreement under the following circumstances:
Clause type: confidentiality
(a) Without the express written consent of all of the Parties, each of the Parties agrees to maintain in confidence and not disclose to any other Person (i) the terms of the transactions contemplated hereby or (ii) the information delivered in connection with the proposed due diligence investigation ("Confidential Information"), other than disclosures required or appropriate to fairly describe the transactions involved in order to obtain the approvals for the transactions contemplated hereby, disclosures to those employees, professionals and advisors who have a need to know, disclosures of information already available to the public or any other disclosures required by applicable law or the rules of the NASD. If the Purchaser or Compost is at any time requested or required (by oral questions, interrogatories, request for information or documents, subpoena or other similar process) to disclose any Confidential Information, such Party agrees to provide the other Parties prompt notice of such request so that an appropriate protective order may be sought and/or such other Party may waive the first Party's compliance with the terms of this Section 7.1. It is further agreed that, if in the absence of a protective order or the receipt of a waiver hereunder a Party is nonetheless compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, such Party may disclose to such tribunal without liability hereunder that portion of the Confidential Information which it is compelled to disclose; provided, however, that such Party shall give the other Party written notice of the information to be so disclosed as far in advance of its disclosure as is practicable so that such other Party may seek to obtain an order or other reliable assurance that confidential treatment will be accorded to such information.
Clause type: taxes
 Such Seller Party will file all tax returns and reports required by law to be filed by it and will promptly pay all taxes and governmental charges at any time owing. Seller will pay when due any taxes payable in connection with the Receivables, exclusive of taxes on or measured by income or gross receipts of any Conduit, Agent or any Financial Institution.
Clause type: taxes
 (a) Subject to subsection 3.01(g), any and all payments by the Company to each Bank or Agent under this Agreement shall be made free and clear of, and without deduction or withholding for, any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Bank and Agent, such taxes (including income taxes or franchise taxes) as are imposed on or measured by each Bank’s net income by the jurisdiction under the laws of which such Bank or Agent, as the case may be, is organized or maintains a Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”).
Clause type: interest
 Unless otherwise provided herein to the contrary, any monies required to be paid by any Party to another Party pursuant to this Agreement shall be due two business days after demand therefor and if not paid when due shall accrue interest from and after the due date to and including the date full payment is made at an annual rate equal to the average prime rate of Citibank, N.A., during such period plus three percent per annum.
Clause type: base-salary
 Beginning on the Effective Date, Executive will receive an annual base salary of $350,000, which will be paid in accordance with the Company’s regular payroll practices, and which will be subject to withholding required by law. Thereafter, Executive’s annual base salary will be reviewed periodically to determine whether, in the Board of Director’s or it’s Delegate Committee (the “Board) sole discretion, Executive’s base salary should be changed.
Clause type: vesting
 The Options shall become vested and exercisable in accordance with the following vesting schedule: (i) thirty-three and one-third percent (33 1/3%) shall vest and become exercisable on the first anniversary after the Grant Date; and (ii) one thirty-sixth (1/36th) shall vest and become exercisable on each successive monthly anniversary thereafter for the following twenty-four (24) months ending on the third anniversary of such vesting commencement date. No installments of the Options shall vest after Participant’s termination of employment for any reason.
Clause type: ownership_of_shares
 The WWC Shareholder owns, beneficially and of record, the one hundred percent (100%) of WWC Shares, free and clear of any lien, security interest, pledge, claim, demand or encumbrance or restriction of any kind or character whatsoever, and the Shares represent all the issued and outstanding shares of capital stock and equity securities of WWC. All such Shares are duly authorized, validly issued, fully paid and nonassessable and have, all the rights, privileges and preferences ordinarily accorded to capital stock or equity securities.
Clause type: interest
 Each Swingline Loan shall bear interest on the outstanding principal amount thereof, payable at maturity, at a rate per annum equal to the sum of the LIBOR Market Index Rate plus the Applicable Margin for such day (or such other rate per annum as the Swingline Lender and the Borrower may mutually agree). Such interest shall be payable at the maturity of such Swingline Loan and, with respect to the principal amount of any Swingline Loan prepaid pursuant to subsection (d) or (e) below, upon the date of such prepayment. Any overdue principal of or interest on any Swingline Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of the Base Rate for such day plus 1%.
Clause type: definitions
The following capitalized terms used in this Agreement shall have the meanings assigned to them below, which definitions shall apply to both the singular and the plural forms of such terms:
Clause type: termination
(a) Notwithstanding the termination of Employee’s employment pursuant to any provision of this Agreement, the parties shall be required to carry out any provisions of this Agreement which contemplate performance by them subsequent to such termination. In addition, no termination shall affect any liability or other obligation of either party which shall have accrued prior to such termination, including, but not limited to, any liability, loss or damage on account of breach. No termination of employment shall terminate the obligation of the Corporation to make payments of any vested benefits provided hereunder or the obligations of Employee under Sections 11, 12 and 13.