bhaskrr/legal-clauses huggingface dataset:
Clause type: counterparts
This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. Facsimile or PDF transmission of any signature will be deemed the same as delivery of an original.
Clause type: confidentiality
I agree to keep confidential, except as the Company may otherwise consent in writing, and, except for the Company's benefit, not to disclose or make any use of at any time either during or subsequent to my employment, any Inventions (as hereinafter defined), trade secrets, confidential information, knowledge, data or other information of the Company relating to products, processes, know-how, designs, formulas, test data, customer lists, business plans, marketing plans and strategies, pricing strategies, or other subject matter pertaining to any business of the Company or any of its affiliates, which I may produce, obtain, or otherwise acquire during the course of my employment, except as herein provided. I further agree not to deliver, reproduce or in any way allow any such trade secrets, confidential information, knowledge, data or other information, or any documentation relating thereto, to be delivered to or used by any third parties without specific direction or consent of a duly authorized representative of the Company.
Clause type: loans
 (A) Make any loans, advances or capital contributions to, or investments in, any other Person, other than in the ordinary course of business (including between the Company and any of its Subsidiaries or between Subsidiaries of the Company in the ordinary course of business) or (B) make any loans to its directors or officers;
Clause type: loans
 (A) No Obligor shall (and the Parent Company shall ensure that no member of the Group will) make any loans or grant any credit.
Clause type: definitions
For purposes of this Agreement, the following terms shall be defined as set forth below:
Clause type: whereas
the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940; and
Clause type: insurance
In the event that the proceeds of any insurance claim are paid to any Pledgor after the Collateral Agent has exercised its right to foreclose after an Event of Default, such Net Cash Proceeds shall be held in trust for the benefit of the Collateral Agent and immediately after receipt thereof shall be paid to the Collateral Agent for application in accordance with the Credit Agreement.
Clause type: payment_terms
 City will make payment to Consultant on a unit price basis as shown in the Proposal. It is understood and agreed that estimated quantities of items for unit price work are not guaranteed and payment will be based on actual quantities used for the period. City will make payment to Consultant within thirty (30) days after receipt of each undisputed invoice.
Clause type: insurance
The Borrower will insure, and keep insured, and will cause each of its Subsidiaries to insure, and keep insured, with good and responsible insurance companies, all insurable Property owned by it of a character usually insured by companies similarly situated and operating like Property. To the extent usually insured by companies similarly situated and conducting similar businesses, the Borrower will also insure, and cause each of its Subsidiaries to insure, employers’ and public and product liability risks with good and responsible insurance companies. The Borrower will, upon request of any Bank, furnish to such Bank a summary setting forth the nature and extent of the insurance maintained pursuant to this Section 7.5.
Clause type: payment
 Unless indicated otherwise on the face of this Order, payment shall be due sixty (60) days after the latter of AGILENT’s receipt of either an appropriate invoice from Seller or the relevant Goods or Services. AGILENT may deduct from such payment any monies owed by Seller to AGILENT.
Clause type: entire
Agreement. This Agreement together with the Notes and Warrants constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.
Clause type: miscellaneous
DBSI, an indirect, wholly owned subsidiary of Deutsche Bank AG, is not a bank and is separate from any affiliated bank, including any U.S. branch or agency of Deutsche Bank AG, New York Branch. Because DBSI is a separately incorporated entity, it is solely responsible for its own contractual obligations and commitments, including obligations with respect to sales and purchases of securities. Securities sold, offered or recommended by DBSI are not deposits, are not insured by the Federal Deposit Insurance Corporation, are not guaranteed by a branch or agency of Deutsche Bank AG, New York Branch, and are not otherwise an obligation or responsibility of a branch or agency of Deutsche Bank AG, New York Branch. A lending affiliate of DBSI may have lending relationships with issuers of securities underwritten or privately placed by DBSI. To the extent required under the securities laws, prospectuses and other disclosure documents for securities underwritten or privately placed by DBSI will disclose the existence of any such lending relationships and whether the proceeds of the issue will be used to repay debts owed to affiliates of DBSI. DBSI and one or more of its affiliates may make markets in the Common Stock or other securities of the Company, in connection with which they may buy and sell, as agent or principal, for long or short account, shares of the Common Stock or other securities of the Company, at the same time that DBSI is acting as agent pursuant to this Agreement; provided that DBSI acknowledges and agrees that any such transactions are not being, and shall not be deemed to have been, undertaken at the request or direction of, or for the account of, the Company, and that the Company has and shall have no control over any decision by DBSI and its affiliates to enter into any such transactions. Very truly yours, CATHAY GENERAL BANCORP By: /s/ Heng W. Chen Name: Heng W. Chen Title: Executive Vice President, Chief Financial Officer, and Treasurer date first above written: DEUTSCHE BANK SECURITIES INC. By: /s/ Jeff Mortara Name: Jeff Mortara Title: Managing Director By: /s/ Neil Abromavage Name: Neil Abromavage Title: Director , 2009 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Dear Sirs: Cathay General Bancorp, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Distribution Agreement, dated September 9, 2009 (the “Distribution Agreement”), between the Company and Deuts...
Clause type: financing
 Buyer has sufficient cash, available lines of credit or other sources of immediately available funds to enable it to pay the Purchase Price to Seller at the Closing.
Clause type: taxes
 The Issuer has filed (or caused to be filed) all federal, state, county, local and foreign income, franchise and other tax returns required to be filed by it through the date hereof, and has paid all taxes reflected as due thereon. There is no pending dispute with any taxing authority that, if determined adversely to the Issuer, would result in the assertion by any taxing authority of any material tax deficiency, and the Issuer has no knowledge of a proposed liability for any tax year to be imposed upon such entity's properties or assets for which there is not an adequate reserve reflected in such entity's current financial statements.
Clause type: payment_terms
 All payments to be made by either Party pursuant to this Agreement shall be made by wire transfer in lawful money of the United States, immediately available funds, to such account as the receiving Party shall specify prior to noon, New York time, two Business Days prior to the date payment is required. Any payment required to be made on a day that is not a Business Day shall be made on the next succeeding Business Day.
Clause type: grant_of_option
 1.1 The Company hereby grants to the Optionee the right and option (the "Option") to purchase all or any part of an aggregate of ((Amount)) whole Shares subject to, and in accordance with, the terms and conditions set forth in this Agreement.
Clause type: taxes
 (a) Except as set forth in the Schedule of Exceptions, each of the Company and its Subsidiaries has filed all Tax Returns that it was required to file. All such Tax Returns were correct and complete in all material respects. All Taxes owed by any of the Company and its Subsidiaries have been paid. Except as set forth in the Schedule of Exceptions, none of the Company and its Subsidiaries currently is the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made by an authority in a jurisdiction where the Company or any Subsidiary does not file Tax Returns that it is or may be subject to taxation in that jurisdiction. There are no security interests on any of the assets of any of the Company and its Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax.
Clause type: investment-company-act
 The Trust shall take all actions to prevent the Trust from being treated as an Investment Company subject to the Investment Company Act.
Clause type: ownership_of_shares
 The Seller is the owner in full and fair capacity and holds title of the Shares as described in Recital II of this Contract.
Clause type: miscellaneous
A. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all which shall be deemed to be one and the same instrument.
Clause type: payment
 The exercise price of any Shares purchased shall be paid solely in cash, by certified or cashier's check, by money order, with Shares owned by the Participant for at least six (6) months (provided that at the time of exercise the Committee in its sole discretion does not prohibit the exercise of Options through the delivery of already-owned Shares) or by a combination of the above; provided, however, that the Committee in its sole discretion may accept a personal check in full or partial payment of any Shares. If the exercise price is paid in whole or in part with Shares, the value of the Shares surrendered shall be their Fair Market Value on the date received by the Corporation. Any Shares delivered in satisfaction of all or a portion of the exercise price shall be appropriately endorsed for transfer and assignment to the Corporation.
Clause type: base-salary
 As of July 1, 2006, you will be paid a base salary (the Base Salary) during the Term of One Hundred Forty-Three Thousand Dollars ($143,000) per year, payable in arrears on a bi-weekly basis.
Clause type: whereas
pursuant to the Management Agreement, the Adviser has agreed to perform (or arrange for the performance by its affiliates of) certain investment advisory and other management services on behalf of the Portfolio; and
Clause type: taxes
 Lessee shall be liable for any and all license fees and assessments and all consumption, sales, use, property, excise and other taxes or charges (including any interest and penalties), now or hereafter imposed by any governmental body or agency upon the Equipment or the purchase, ownership, possession, leasing, operation, use, or disposition thereof hereunder, or the rentals or other payments hereunder (excluding taxes on or measured by the net income of Lessor) (“Taxes”). In this regard, Lessee shall prepare and file promptly with the appropriate offices any and all Tax and other similar returns required to be filed with respect thereto (sending copies thereof to Lessor) or, if requested by Lessor, notify Lessor of such requirement and furnish Lessor with all information required by Lessor so that it may effect such filing. If such filings shall be made by Lessor, Lessee shall reimburse Lessor for any such Taxes promptly when due.
Clause type: investments
 All funds on deposit in the Collection Account, the Supplemental Rent Account and the Security Deposit Account shall be invested only in Eligible Investments as specified by the Borrower in writing to the Account Bank from time to time; provided, that if the Borrower shall fail to specify such Eligible Investments in a timely manner, the Security Trustee, at the direction of the Majority Lenders, may specify such Eligible Investments. All investments of funds on deposit in the Collection Account, the Supplemental Rent Account and the Security Deposit Account shall mature, or may be sold or withdrawn without loss, not later than the Business Day preceding the next Payment Date. Income earned on funds deposited in the Collection Account, the Supplemental Rent Account and the Security Deposit Account shall be transferred by the Account Bank to the Collection Account on the Business Day prior to each Payment Date for distribution pursuant to the Flow of Funds; provided, that the Manager shall notify the Account Bank of any income earned on funds deposited in the Supplemental Rent Account or the Security Deposit Account which must be retained in such accounts pursuant to the terms of any applicable Leases (and such income shall not be so transferred).
Clause type: investments
 Own, purchase or acquire any stock, obligations or securities of, or any interest in, or make any capital contribution to, any other Person, or own, purchase or acquire any property not used in the usual and ordinary course of business, except that the Company or any Subsidiary may (a) own, purchase or acquire certificates of deposit in or repurchase agreements from United States commercial banks having capital resources in excess of $100,000,000 and obligations of the United States Government or any agency thereof and obligations guaranteed by the United States Government, (b) invest in commercial paper rated at least Prime 1 by Moody's Industrial Manual, (c) deposit funds in money market accounts in financial institutions having capital resources in excess of $100,000,000, and (d) make such investments as are approved by a majority of the Board.
Clause type: investments
 Monies deposited into the Funds may be invested or reinvested in Authorized Investments and all investments shall belong to such fund.
Clause type: investment-company-act
 Neither Titanium nor any of its Subsidiaries is required to be registered as an investment company under the Investment Company Act of 1940, as amended.
Clause type: assignment
(a) This Agreement may not be assigned or otherwise transferred by either Party, without the consent of the other Party, except that P&U or Versicor may, without such consent, assign in whole or in part this Agreement and its rights and obligations hereunder to (i) its Affiliates or (ii) any party succeeding (by sale, merger, reverse merger, or otherwise) to substantially all of P&U's or Versicor's business and operations, provided, however, that (i)the Affiliate or successor, as the case may be, assumes and agrees to be bound by the provisions hereof, and (ii)in the case of an Affiliate, the assigning party remains obligated for its Affiliate's performance of this Agreement.
Clause type: miscellaneous
Each Party is, at all times, acting as an independent contractor under this Agreement and not as an agent, employee, joint venturer or partner of the other. This Agreement may not be assigned in whole or in part without the prior written consent of both Parties, which shall not be unreasonably withheld or delayed. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against the successors and permitted assigns of each Party. Battelle makes no commitments with regards the time necessary to complete the decontamination process once PPE is received from the Client. Processing time will be dependent on the amount of PPE received from numerous health care providers. The failure by one Party to require performance of any provision or to exercise any right, remedy or option available under this Agreement shall not affect that Party's right to require performance or to exercise such right, remedy or option at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any part of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other part of this Agreement. This Agreement may be modified or amended only by mutual agreement in writing. Battelle may require additional conditions of participation at any time in order for client to continue participation. No course of dealing, usage of trade, waiver, or non-enforcement shall be construed to modify or otherwise alter the terms and conditions of this Agreement. This Agreement represents the entire agreement of the Parties and supersedes any prior discussions or understandings, whether written or oral, relating to the subject matter hereof and neither Party makes any representations other than as expressly set forth in this Agreement. In the event of any conflict or inconsistency between these terms and conditions and those of any Task Order, these terms and conditions shall control. This Agreement shall be construed in accordance with the laws and enforced within the jurisdiction of the State of Ohio, without regard to its conflicts of law principles. Clauses 5, 6, 7, 8, 9, and 10 shall survive termination or expiration of this Agreement.
Clause type: investment-company-act
 None of Holdings, the Borrower and the Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and, upon its effectiveness, shall supersede all prior agreements, understandings and arrangements, both oral and written, between the Executive and the Company (or any of its affiliates) with respect to such subject matter. This Agreement may not be modified in any way unless by a written instrument signed by both the Company and the Executive.
Clause type: governing
Law. This Agreement shall be governed by and construed in ------------- accordance with the laws of the State of Delaware.
Clause type: entire
Agreement. This Agreement contains the entire understanding and agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the Parties with respect thereto.
Clause type: payment_terms
 Each time Distributor places an order, it shall submit to Supplier a deposit by Federal wire transfer of immediately available funds equal to 20% of the total price for such order (“Earnest Deposit”). The balance in full will be due and payable two (2) days prior to shipment of the order by wire transfer in immediately available funds. Supplier agrees to review terms quarterly with the objective of replacing cash deposits with acceptable international letters of credit with term and conditions acceptable to Supplier. Supplier agrees that if it has not shipped an order within 90 days from receipt of mapping data from Distributor the terms on that order shall change to net 30 days from the date of shipment. The Payment terms contained in this paragraph 5.2 may be modified on a case-by-case basis only in the sole discretion of the Supplier. However, in no event will payment terms extend beyond net 45 days from the date of shipment.
Clause type: now
THEREFORE in consideration of the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement and in the Purchase Agreement, the parties mutually agree as follows:
Clause type: assignment
This Agreement is not assignable by the Contractor, either in whole or in part, without the consent of the State in the form of a formal written amendment.
Clause type: entire
Agreement. This Agreement and the exhibits attached hereto or referred to herein constitute the entire agreement of the parties hereto, and supersede all prior agreements and undertakings, both written and oral, among the parties hereto, with respect to the subject matter hereof and thereof.
Clause type: loans
 The Affiliate has made a loan to the Company in the aggregate amount of $250,000 (the "Insider Loan") substantially in the form annexed as Exhibit 10.7 to the Registration Statement. The Insider Loan does not bear any interest and is to be repaid by the Company out of the proceeds of the Offering not being deposited in the Trust Fund.
Clause type: payment
 Payment of the purchase price for, and delivery of, the Securities shall be made at the offices of Freshfields Bruckhaus Deringer US LLP, 601 Lexington Avenue, New York, NY 10022 or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the fifth business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder.
Clause type: employee_benefits
 For a period of 12 months after the Closing Date, Parent or the Surviving Corporation shall provide employees of the Surviving Corporation with (i) wages or salaries, and commissions, as applicable, and (ii) employee pension and welfare benefits, in each case, that are substantially similar in the aggregate to those provided to such employees immediately prior to the Closing Date or those provided to similarly situated employees of the Parent and its Affiliates or their Subsidiaries at the sole discretion of Parent. Subject to the preceding sentence, Parent and the Surviving Corporation shall have the right to amend or terminate any benefit plan, program or arrangement. Nothing contained in this Agreement shall prevent, limit or restrict in any way Parent's or the Surviving Corporation's right to terminate the employment or services of any Person at any time following the Closing Date, nor shall it be construed as a guarantee of employment to any Person.
Clause type: headings
The headings of the various provisions of this Agreement are for convenience of reference only, do not constitute a part hereof, and shall not affect the meaning or construction of any provision hereof.
Clause type: loans
 Each Lender severally agrees, on the terms and conditions of this Agreement, to make a term loan to Borrower in Dollars in a principal amount up to but not exceeding the amount of the Commitment of such Lender. The Loans shall be funded in a single advance in the aggregate amount of up to $86,000,000.00 and repaid in accordance with this Agreement. The precondition to effectiveness of this Agreement shall be Borrower’s satisfaction of the conditions described in Schedule 2.1. Borrower hereby confirms that, notwithstanding the foregoing, the Loans have been fully advanced in the amount of $86,000,000.00 prior to the date hereof and that no actual advance of the Loans to Borrower shall be made on the date hereof or be required during the term of the Loans.