bhaskrr/legal-clauses huggingface dataset:
Clause type: esop
 After the Closing, the Company may grant options to purchase Ordinary Shares to management, employees, or individual consultants of the Company or any Group Company pursuant to the terms of the ESOP. The guidelines of the ESOP shall be determined by the Board including the affirmative consent of the Series A Director. Except as approved by the Board in any particular instance (including the affirmative vote of the Series A Director), shares or share options issued under any ESOP shall be subject to a four (4) year vesting schedule and shall vest 25% after the first full year of full-time employment following the applicable grant date, followed by annually vesting 25% of the total shares or share options granted. The Company shall cause all beneficiaries of any ESOP who purchase, or receive options to purchase, Ordinary Shares under such ESOP to execute and deliver agreements in forms approved by the Board (including the affirmative vote of the director appointed by the Investor) providing a prohibition on the transfer of shares purchased under ESOP, a lockup or market standoff commitment of up to 180 days in respect of shares purchased under ESOP, a right of first refusal in favour of the Company on shares purchased under ESOP terminating upon the Company’s initial public offering of securities, and any other terms customary in such agreements from time to time. There shall be no accelerated vesting of Ordinary Shares or options to purchase Ordinary Shares in the event that the Company is acquired or merged or if the Company successfully completes an initial public offering, except with the approval of the Board (including the affirmative vote of the Series A Director).
Clause type: assignment
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither Parent or Merger Sub, on the one hand, nor the Company on the other hand, may assign its rights or obligations hereunder without the prior written consent of the other party (Parent in the case of Parent and Merger Sub), which consent shall not be unreasonably withheld, conditioned, or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.
Clause type: miscellaneous
The provisions of this Agreement may be waived, altered, amended, or supplemented only by a writing signed by Escrow Agent and the Parties. Neither this Agreement nor any right or interest hereunder may be assigned by any Party without the prior consent of Escrow Agent and the other Party. This Agreement shall be governed by and construed under the laws of the State of California. To the extent that in any jurisdiction either Party may now or hereafter be entitled to claim for itself or its assets, immunity from suit, execution, attachment, (before or after judgment) or other legal process, such Party shall not claim, and hereby irrevocably waives, such immunity. Each Party and Escrow Agent irrevocably waives any objection on the grounds of venue, forum non-conveniens, or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the exclusive jurisdiction of the federal and state courts located in the County of Los Angeles, State of California. Escrow Agent and the Parties further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement to the maximum extent provided by law. No party to this Agreement is liable to any other party for losses due to, or if it is unable to perform its obligations under the terms of this Agreement because of, acts of one or more Gods, pandemic, fire, war, terrorism, floods, strikes, electrical outages, equipment or transmission failure, or other causes reasonably beyond its control. This Agreement and any joint instructions from the Parties may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument or instruction, as applicable. This Agreement may be executed and transmitted as a PDF attached to an email and each such execution shall be of the same legal effect, validity, and enforceability as a manually executed original, wet-inked signature. All signatures of the parties to this Agreement may be transmitted as a PDF attached to an email, and such PDF will, for all purposes, be deemed to be the original signature of such Party whose signature it reproduces and will be binding upon such Party. If any provision of this Agreement is determined to be prohibited or unenforceable by reason of any applicable law of a jurisdiction, then such provision shall, as to such jurisdictio...
Clause type: insurance
The products sold by and the assets owned by Priveco are insured under various policies of general product liability and other forms of insurance consistent with prudent business practices. 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 by Priveco, or any event which, with the giving of notice, the lapse of time or both, would constitute a default thereunder. All premiums to date have been paid in full.
Clause type: now
THEREFORE for and in consideration of the mutual covenants and agreements contained herein, the parties do hereby agree as follows:
Clause type: termination
The Company may at any time terminate this Deposit Agreement by instructing the Depositary to mail a notice of termination to the Owners of all American Depositary Shares then outstanding at least 30 days prior to the termination date included in such notice. The Depositary may likewise terminate this Deposit Agreement if at any time 60 days shall have expired after the Depositary delivered to the Company a written resignation notice and if a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04; in such case the Depositary shall mail a notice of termination to the Owners of all American Depositary Shares then outstanding at least 30 days prior to the termination date. On and after the date of termination, the Owner of American Depositary Shares will, upon (a) surrender of such American Depositary Shares, (b) payment of the fee of the Depositary for the surrender of American Depositary Shares referred to in Section 2.05, and (c) payment of any applicable taxes or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by those American Depositary Shares. If any American Depositary Shares shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue the registration of transfers of American Depositary Shares, shall suspend the distribution of dividends to the Owners thereof, and shall not give any further notices or perform any further acts under this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights and other property as provided in this Deposit Agreement, and shall continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, upon surrender of American Depositary Shares (after deducting, in each case, the fee of the Depositary for the surrender of American Depositary Shares, any expenses for the account of the Owner of such American Depositary Shares in accordance with the terms and conditions of this Deposit Agreement, and any applicable taxes or governmental charges). At any time after the expiration of four months from the date of termination, the Depositary may sell the Deposited Securities then held under this Deposit Agreement and may thereafter hold uninvested...
Clause type: whereas
Continental, the Pass Through Trustee, certain other pass through trustees and certain other persons concurrently herewith are entering into the Note Purchase Agreement, dated as of the date hereof (the "NOTE PURCHASE AGREEMENT"), pursuant to which the Pass Through Trustee has agreed to acquire from time to time on or prior to the Delivery Period Termination Date (as defined in the Note Purchase Agreement) equipment notes (the "EQUIPMENT NOTES") issued to finance the acquisition of aircraft by Continental, as lessee or as owner, utilizing a portion of the proceeds from the sale of the Certificates (the "NET PROCEEDS");
Clause type: severability
In the event that any of the provisions, or portions thereof, of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions or portions thereof, shall not be affected thereby.
Clause type: whereas
the Securities and Exchange Commission has adopted Regulation S-P at 17 CFR Part 248 to protect the privacy of individuals who obtain a financial product or service for personal, family or household use;
Clause type: interest
 (a) Subject to the provisions of Section 2.08(b), (i) each Eurocurrency Rate Loan that is a Term Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum of (A) the greater of (x) the Eurocurrency Rate for such Interest Period and (y) 1.00%, plus (B) the Applicable Rate for Eurocurrency Rate Loans that are Term Loans; (ii) each Eurocurrency Rate Loan that is a Revolving Credit Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum of (A) the Eurocurrency Rate for such Interest Period, plus (B) the Applicable Rate for Eurocurrency Rate Loans that are Revolving Credit Loans; (iii) each Base Rate Loan that is a Term Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of (A) the greater of (x) (1) 2.00% and (y) the Base Rate, plus (B) the Applicable Rate for Base Rate Loans that are Term Loans; and (iv) each Base Rate Loan that is a Revolving Credit Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of (A) the Base Rate, plus (B) the Applicable Rate for Base Rate Loans that are Revolving Credit Loans.
Clause type: interest
 The Bonds bear interest from 10 January 1989 at the rate of 10 7/8 per cent. per annum, payable annually in arrear on 10 July in each year, except that the first payment of interest, to be made on 10 July 1989, will be in respect of the period from 10 January 1989 to 10 July 1989 and will amount to (pound)543.75 per (pound)10,000 nominal amount of a Bond. For this purpose Coupons are attached to the Bonds at the date of issue and interest due on each 10 July will be paid against surrender of the appropriate Coupon in accordance with the provisions of Condition 6; provided that if the due date for redemption of any Bond is not a date for payment of interest or if payment of principal is improperly withheld or refused in respect of such Bond or if default is otherwise made in respect of any such payment, interest accrued in respect of such Bond from (and including) the date for payment of interest being or last preceding the relevant date (as defined in Condition 7) for the payment of such Bond (or, if such date for payment falls before 10 July 1989, from 10 January 1989) will be paid against presentation and endorsement or (as the case may be) surrender of such Bond. When interest is required to be calculated for a period of less than one year, it will be calculated on the basis of 360-day year consisting of 12 months of 30 days each and, in the case of an uncompleted month, the number of days elapsed. The Bonds will cease to bear interest from the due date for redemption therefor unless, upon due presentation thereof, payment of principal is improperly withheld or refused.
Clause type: miscellaneous
(a) The provisions of this Agreement are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provision to the extent enforceable in any jurisdiction nevertheless shall be binding and enforceable.
Clause type: base-salary
 Executive shall receive a base salary paid by the Company ("Base Salary") at the annual rate of Four Hundred Thousand Dollars ($400,000) during each calendar year of the Term, payable in substantially equal monthly installments (or such other more frequent times as executives of the Company normally are paid). In addition, the Company's Board of Directors or Option and Compensation Committee of the Board of Directors shall, in good faith, consider granting increases in the Base Salary based on such factors as Executive's performance and the growth and/or profitability of the Company, but the Company shall have no obligation to grant such increases in compensation.
Clause type: ownership_of_shares
 Annex A hereto correctly sets forth, as of the date of this Amendment, the number of shares of Common Stock and Warrants owned beneficially and of record by each Original Stockholder.
Clause type: headings
The headings of the sections are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement.
Clause type: insurance
To the fullest extent permitted by applicable law, the Board of Trustees shall have the authority to purchase with Trust Property, insurance for liability and for all Expenses reasonably incurred or paid or expected to be paid by an Agent in connection with any Proceeding in which such Agent becomes involved by virtue of such Agent’s actions, or omissions to act, in its capacity or former capacity with the Trust, whether or not the Trust would have the power to indemnify such Agent against such liability.
Clause type: termination
This Agreement may be terminated without payment of any penalty at any time by:
Clause type: insurance
The Company may maintain insurance, at its expense, to protect itself and any Manager, Officer, employee or agent of the Company, or such person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.
Clause type: loans
 Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties made by the Borrower herein, each Lender agrees to make Loans to the Borrower in a principal amount equal to such Lender’s Commitment. The aggregate principal amount of all Commitments on the Effective Date is Ten Million and 00/100 Dollars ($10,000,000.00). Within the foregoing limits, the Borrower may borrow, repay and reborrow the Commitments hereunder on or after the date hereof and prior to the Termination Date and subject to the terms and conditions of this Agreement; and each Lender hereby agrees to make Loans to the Borrower to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to the account designated by the Borrower in a Borrowing Request
Clause type: investment-company-act
 Neither Parent nor any Parent Subsidiary is required to be registered as an investment company under the Investment Company Act.
Clause type: capitalization
 The authorized capital stock of United consists of 16,000,000 shares of United Common Stock and 1,000,000 shares of preferred stock ("United Preferred Stock"). As of June 30, 1998, there were 9,375,345 shares of United Common Stock issued and outstanding, including 94,303 treasury shares and 2,700 shares of restricted stock granted under the United National Bancorp Long Term Stock Based Incentive Plan (the "United Option Plan"), and there were no shares of United Preferred Stock outstanding. Since June 30, 1998, to and including the date of this Agreement, no additional shares of United Common Stock have been issued except in connection with exercises of options granted under the United Option Plan or grants of restricted stock under the United Option Plan. As of June 30, 1998, except for 399,772 shares of United Common Stock issuable upon exercise of outstanding stock options granted pursuant to the United Option Plan and the Non-Employee Director Stock Option Plan (the "United Director Option Plan"), there were no shares of United Common Stock issuable upon the exercise of outstanding stock options or otherwise. All issued and outstanding shares of United Common Stock, and all issued and outstanding shares of capital stock of United's Subsidiaries, have been duly authorized and validly issued, are fully paid, nonassessable and free of preemptive rights, and are free and clear of all liens, encumbrances, charges, restrictions or rights of third parties. All of the outstanding shares of capital stock of United's Subsidiaries are owned by United free and clear of any liens, encumbrances, charges, restrictions or rights of third parties. Except for the options referred to above under the United Option Plan and the United Director Option Plan, neither United nor any of United's Subsidiaries has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of United or United's Subsidiaries or any securities representing the right to otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no agreements or understandings with respect to voting of any such shares. No additional grants of awards, or exercises of outstanding awards, under the United Option Plan or United Director Option Plan, or repurchases of United Comm...
Clause type: ownership_of_shares
 Stockholder: (a) is the beneficial owner of the Shares, which at the Effective Date of this Agreement and at all times up until the Expiration Date will be free and clear of any liens, claims, options, charges or other encumbrances; (b) does not beneficially own any shares of capital stock of Checkfree other than the Shares (excluding shares as to which Stockholder currently disclaims beneficial ownership in accordance with applicable law); and (c) has full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy. Stockholder is not a party to, and will not become a party to, any voting agreement or similar agreement or commitment, and Stockholder has not granted, and will not grant, any proxy or similar authorization to vote any Shares or any New Shares, that would be in conflict or inconsistent with Stockholder's obligations under this Agreement and the Proxy.
Clause type: miscellaneous
Time shall be of the essence of this Agreement. This Agreement supersedes all prior or contemporaneous agreements and understandings relating to the subject matter hereof. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated except by a writing signed by the party against whom enforcement of such change, waiver, discharge or termination is sought. This Agreement may be signed in any number of counterparts, each of which shall be deemed an original, which taken together shall constitute one and the same instrument.
Clause type: investment-company-act
 Neither the Borrower nor any Consolidated Subsidiary is an "investment company" or a Person "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940.
Clause type: insurance
Schedule 3.23 sets forth a complete and correct list of all insurance policies and of all claims made by each of the Company or any of its Subsidiaries on any liability or other insurance policies during the past five years (other than worker's compensation claims). The Company (together with its Subsidiaries) has to the best knowledge of the Company and the Sellers adequate liability and other insurance policies insuring it against the risks of loss arising out of or related to its assets and business. Without limitation, as to the tangible real and personal property of the Company and its Subsidiaries, the Company reasonably believes that such insurance is adequate to cover the full replacement cost, less deductible amounts, of such tangible real and personal property. Schedule 3.23 is a complete and correct list of all insurance currently in place and accurately sets forth the coverages, deductible amounts, carriers and expiration dates thereof. Schedule 3.23 is a complete and correct list of all insurance with respect to which the policy period has expired, but for which certain of the coverage years are still subject to audit or retrospective adjustment by the carrier, and accurately sets forth such coverage years and the coverages, deductible amounts, carriers and expiration dates thereof. To the best knowledge of the Company and the Sellers there are no outstanding requirements or recommendations by any insurance company that issued any policy of insurance to the Company or any of its Subsidiaries or by any board of or by any governmental authority exercising similar functions that require or recommend any changes in the conduct of the business of the Company or its Subsidiaries or any repairs or other work to be done on or with respect to any of the Company's or any of its Subsidiaries' assets. Except as set forth on Schedule 3.23, no notice or other communication has been received by the Company or its Subsidiaries from any insurance company within the five years preceding the date hereof canceling or materially amending or materially increasing the annual or other premiums payable under any of its insurance policies, and, to the knowledge of the Sellers and the Company, no such cancellation, amendment or increase of premiums is threatened.
Clause type: payment
 The University agrees to pay Service Provider a fixed fee in the amount of   ($ ) for Services completed in accordance with the terms of this Agreement. The fee shall be due and payable as specified in Exhibit A. The fee shall be payable within thirty (30) days after receipt and approval by the University of Service Provider’s invoice. Except as otherwise specified in Exhibit A, Service Provider shall not incur or charge the University any other fees or expenses without the prior written authorization of the University. Performance beyond the limitations set forth in this Agreement (either financial or time period) shall be at the sole risk and responsibility of the Service Provider, and the University shall not be obligated to pay for Services exceeding the funding or contract period of this Agreement.
Clause type: definitions
All capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.
Clause type: representations
and Warranties. The undersigned hereby makes each representation and warranty set forth in Section 8 of the Security Agreement (as supplemented by the attached supplemental schedules) to the same extent as each other Grantor.
Clause type: now
THEREFORE in consideration of the mutual covenants and agreements contained herein and intending to be legally bound, the Parties agree as follows:
Clause type: whereas
certain custodial arrangements of the Funding Agreement and the Guarantee will be governed pursuant to the provisions of the Custodial Agreement (the “Custodial Agreement”) dated as of February 16, 2006 by and among Bankers Trust Company, N.A., acting as custodian (the “Custodian”), the Indenture Trustee and the Trustee, on behalf of the Trust;