bhaskrr/legal-clauses huggingface dataset:
Clause type: compensation
 As full compensation for all services provided for herein, including without limiting the generality of the foregoing, all services to be rendered by the Employee as an officer or director of the Company or of any subsidiary or affiliate of the Company, the Company will pay, cause to be paid, to the Employee, and the Employee will accept, a salary, during the Term of Employment, at an annual rate of Two Hundred Thousand Dollars ($200,000) to be paid in regular installments in accordance with the Company's usual paying practices. Such payments will be subjected to such deductions by the Company as the Company is from time to time required to make pursuant to law, government regulations or order or by agreement with, or consent of, the Employee. The Board of Directors shall have the authority to increase the Employee's salary, at its discretion from time to time, and the Board of Directors also shall have the authority to enhance any bonus or other forms of compensation to the Employee.
Clause type: confidentiality
Information exchanged under this Agreement will be treated as confidential if identified as such at disclosure or if the circumstances of disclosure would reasonably indicate such treatment. Confidential information may only be used for the purpose of fulfilling obligations or exercising rights under this Agreement, and shared with employees, agents or contractors with a need to know such information to support that purpose. Confidential information will be protected using a reasonable degree of care to prevent unauthorized use or disclosure for 3 years from the date of receipt or (if longer) for such period as the information remains confidential. These obligations do not cover information that: i) was known or becomes known to the receiving party without obligation of confidentiality; ii) is independently developed by the receiving party; or iii) where disclosure is required by law or a governmental agency.
Clause type: capitalization
 The authorized, issued and outstanding Common Stock of Acquirer and the partnership interests in the Operating Partnership and in the New Operating Partnership are as set forth in paragraph 3.1(d) of the Acquirer Disclosure Schedule. All Common Stock and FMP Units have been offered, issued and sold in compliance with all applicable securities laws. All of the shares of issued and outstanding Common Stock have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of Common Stock was issued in violation of the preemptive or other similar rights of any stockholder of Acquirer. Except as disclosed in paragraph 3.1(d) of the Acquirer Disclosure Schedule, (i) other than with respect to the FMP Units there are no outstanding securities convertible into, redeemable or exchangeable for any shares of Common Stock of Acquirer; and (ii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for shares of Common Stock or any other securities of Acquirer or the Operating Partnership or the New Operating Partnership. Except as listed in paragraph 3.1(d) of the Acquirer Disclosure Schedule, there are no outstanding obligations of Acquirer, the Operating Partnership or any of their Subsidiaries (i) restricting the transfer of, (ii) affecting the voting rights of, (iii) requiring the sales, issuance, repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (iv) requiring the registration for sale of or (v) granting any preemptive or anti-dilutive rights with respect to any shares of Common Stock, or other equity interests in Acquirer, the Operating Partnership or any Subsidiary. Except for the payment of the Special Distribution (as described below), the transactions contemplated hereby will not give rise to any of the following in favor of any equity holder of Acquirer, the Operating Partnership or any Subsidiary, or any other third party: any consent right, appraisal right, redemption right or any right to payment whatsoever under law, judgment, governing document or agreement.
Clause type: capitalization
 The capitalization of the Company is as set forth in the Incorporated Documents. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time any Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Stock Equivalents”) outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement and the transactions contemplated pursuant to the Prospectus Supplement except for such rights that have been waived or complied with. Except as a result of the purchase and sale of the Securities or as otherwise set forth in the SEC Reports, there are no outstanding options, warrants, scrip 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 or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. 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 Investors) 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 nonassessable, 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 pu...
Clause type: compensation
 In connection with this Agreement, the foregoing shall be referred to as “Compensation.” All Compensation due to be delivered and/or paid to Consultant pursuant to this Agreement shall be deemed completely earned, due, payable and non-assessable as of the date the Compensation is due to or vested in Consultant. Compensation shall consist of the following:
Clause type: headings
The headings in this Agreement are for convenience only and are not to be considered in construing this Agreement.
Clause type: representations
and Warranties. Each of the representations and warranties made by any Credit Party set forth in Section 8 hereof or in any other Credit Document shall be true and correct in all material respects (without duplication of any materiality standard set forth in any such representation or warranty) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such date (without duplication of any materiality standard set forth in any such representation or warranty). The acceptance of the benefits of each Credit Event after the Closing Date shall constitute a representation and warranty by each Borrower to the Administrative Agent and each of the Lenders that all the conditions specified in this Section 7 and applicable to such Credit Event are satisfied as of that time (other than such conditions which are subject to the discretion of the Administrative Agent or the Lenders). All of the Notes, certificates, legal opinions and other documents and papers referred to in Section 6 and in this Section 7, unless otherwise specified, shall be delivered to the Administrative Agent at the Notice Office for the account of each of the Lenders.
Clause type: foreign_investors
 If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor represents that Investor has satisfied Investor as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Flash Convertible Security or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Flash Convertible Security, (ii) any foreign exchange restrictions applicable to such purchase,
Clause type: investments
 All Investments of each of the Consolidated Parties are Permitted Investments.
Clause type: investment-company-act
 Neither Parent Company nor any of its Subsidiaries is an “investment company”, or an “affiliated company” or a “principal underwriter” of an “investment company”, as such terms are defined in the Investment Company Act of 1940.
Clause type: counterparts
This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. In the event that the document is signed by one party and faxed to another the parties agree that a faxed signature shall be binding upon the parties to this agreement as though the signature was an original.
Clause type: investment-company-act
 The Company is not an open end investment company, unit investment trust or face amount certificate company that is or is required to be registered under Section 8 of the United States Investment Company Act of 1940 (the “Investment Company Act”), nor is it a closed end investment company required to be registered, but not registered, thereunder; and the Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the General Disclosure Package and the Final Prospectus, will not be an “investment company” as defined in the Investment Company Act.
Clause type: compensation
 As compensation for the performance of the Administrator’s obligations under this Agreement and as reimbursement for its expenses related thereto, the Administrator shall be entitled to a fee in an amount to be agreed upon between the Servicer and the Administrator, and which shall be solely an obligation of the Servicer.
Clause type: payment
 All amounts payable on or in respect of the Note or the indebtedness evidenced hereby shall be paid to the Holder in U.S. dollars, in immediately available funds on the date that any principal or interest payment is due and payable hereunder. The Company shall make such payments of the unpaid principal amount of the Note, together with accrued and unpaid interest thereon, on each such date to the Holder by wire transfer of immediately available funds for the account of the Holder as the Holder may designate from time to time and notify in writing to the Company at least three Business Days prior to each payment date. If any such payment date or the Maturity Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest on such payment will accrue in respect of the delay.
Clause type: employee_benefits
 The Executive and his spouse and eligible dependents, if any, and their respective designated beneficiaries where applicable, will be eligible for and entitled to participate in other benefits maintained by the Company or Ashford Inc. for its senior executive officers, as such benefits may be modified from time to time and for all such employees, such as, without limitation, any medical, dental, vision, pension, 401(k), deferred compensation, accident, disability, and life insurance benefits, on a basis not less favorable than that applicable to other senior executives of the Company or Ashford Inc. The Executive will also be entitled to appropriate office space, administrative support, secretarial assistance, and such other facilities and services as are suitable to the Executive’s positions and as required for the performance of the Executive’s duties.
Clause type: compensation
 As consideration for the performance of all of its duties and obligations as provided in this Agreement, including but not limited to, the costs and expenses associated with furnishing the services, personnel, facilities, leasehold improvements, fixtures, furniture, furnishings, equipment, inventories and supplies provided for herein, the MSO shall receive compensation in the form of monthly management fees (the "Management Fees") based upon a predetermined percentage of the "Practice Revenues", as defined and determined in accordance with the provisions set forth in Schedule 3 attached hereto and incorporated herein by this reference, as such Schedule may be amended by the New PC and the MSO from time to time. It is acknowledged by and between the parties hereto that the MSO and/or its affiliates has (have) incurred substantial expenses and future obligations in acquiring the capital stock of the MSO, acquiring or otherwise establishing the Orthodontic Offices, establishing its systems, including fees for consultants and other professionals, interest expense, lease obligations, and costs of furnishing or refurbishing the premises at which the Orthodontic Offices are located. The MSO has also assumed substantial obligations associated with the continuing operation of the Orthodontic Offices, including those of lessee, obligor and guarantor and obligor on loans to establish and operate the Orthodontic Offices. The parties, therefore, having considered various compensation formulae, acknowledge and agree that in order for the MSO to receive a fair and reasonable return for its expenses and obligations, and a fair return for the lease of the premises and equipment and for providing the services contemplated hereunder, that the agreed compensation is not excessive. The New PC acknowledges that the compensation arrangement is reasonable under the circumstances noted herein and has executed an Affidavit attesting to this fact which is attached hereto and incorporated herein as Exhibit C. In consideration of the foregoing, the parties agree that the monthly Management Fees payable to the MSO by the New PC for services rendered pursuant to this Agreement shall be reviewed and subject to adjustment at the close of each year of the Term of this Agreement based upon industry standards of practice and the MSO's costs in performing the required services. If the parties cannot agree within thirty (30) days prior to the close of any such year on the terms of any adjustme...
Clause type: insurance
All buildings on the property and all other things being purchased shall be and remain until completion at the risk of Seller. Pending completion, Seller shall hold all insurance policies, if any, and the proceeds thereof in trust for the parties as their interests may appear and in the event of substantial damage, Buyer may either terminate this Agreement and have all monies paid returned without interest or deduction or else take the proceeds of any insurance and complete the purchase. No insurance shall be transferred on completion. If Seller is taking back a Charge/ Mortgage, or Buyer is assuming a Charge/Mortgage, Buyer shall supply Seller with reasonable evidence of adequate insurance to protect Seller’s or other mortgagee’s interest on completion.
Clause type: base-salary
 The Executive will be paid an initial annual base salary of $120,000, subject to further adjustment as provided below (the “Base Salary”), which will be payable in equal periodic installments according to the Employer’s customary payroll practices, but no less frequently than monthly. The Executive’s Base Salary will be reviewed by Employer’s Board of Directors not less frequently than annually, and may be adjusted by Employer but in no event will be less than $120,000 per year.
Clause type: loans
 (i) Make, renew or otherwise modify any loan, loan commitment, letter of credit or other extension of credit (collectively, “Loans”), other than Loans made in the ordinary course of business, consistent with past practice, that are not in excess of $1.0 million individually; (ii) take any action that would result in any discretionary release of collateral or guarantees or otherwise restructure the respective amounts set forth in clause (i) above; (iii) enter into any Loan securitization or create any special purpose funding entity; or (iv) enter into any Loan participation agreement or arrangement, other than a loan participation entered into in the ordinary course of business consistent with past practice where FNBB’s or any Subsidiary’s exposure does not exceed $1.0 million. FNBB and its Subsidiaries can make, renew or modify Loans or Loan participations that exceed the foregoing dollar limitations to the extent FNBB provides to TriCo in writing a complete Loan Credit Memo for each Loan or Loan Participation from $1.0 million to $2.5 million and a complete Loan package for each Loan or Loan participation in excess of $2.5 million and TriCo does not object to such proposed Loan or Loan participation within three (3) Business Days of receipt of such Loan Credit Memo or complete Loan package.
Clause type: entire
Agreement. This Agreement contains all the understandings ---------------- between the parties hereto pertaining to the matters referred to herein, and on the Effective Date shall supersede all undertakings and agreements, whether oral or in writing, previously entered into by them with respect thereto. The Executive represents that, in executing this Agreement, he does not rely and has not relied upon any representation or statement not set forth herein made by the Company with regard to the subject matter, bases or effect of this Agreement or otherwise.
Clause type: insurance
Section 3.24 of the Company Disclosure Schedule lists the Company's material insurance policies. Such policies are in adequate amounts and cover risks customarily insured against by businesses of the type operated by the Company and its Subsidiaries. All such policies are in full force and effect, all premiums with respect thereto covering all periods up to and including the date of this Agreement have been paid, and no notice of cancellation or termination has been received with respect to any such policy. Such policies will remain in full force and effect through the respective dates set forth in Section 3.24 of the Company Disclosure Schedule. Except as set forth in Section 3.24 of the Company Disclosure Schedule, there are presently no claims for amounts exceeding in any individual case $250,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by the Company or any of its Subsidiaries under such policies.
Clause type: ownership_of_shares
 The delivery of RSP Common Stock as contemplated herein will result in ESY's immediate acquisition of record and beneficial ownership of 100% of RSP's capital stock, free and clear of all liens and encumbrances subject to applicable Provincial and Federal securities laws. Such shares were duly and validly issued, fully paid and non-assessable.
Clause type: whereas
under the terms of the Security Agreement, the Grantors have granted to the Collateral Agent, for the ratable benefit of the Collateral Agent and the Noteholders, a security interest in, among other property, certain intellectual property of the Grantors, and have agreed as a condition thereof to execute this IP Security Agreement for recording with the U.S. Patent and Trademark Office, the United States Copyright Office and other governmental authorities.
Clause type: loans
 If and to the extent any Member is deemed to recognize income as a result of any loans pursuant to the rules of Sections 1272, 1273, 1274, 7872 or 482 of the Code, or any similar provision now or hereafter in effect, any corresponding resulting deduction of the Company shall be allocated to the Member who is charged with the income. Subject to the provisions of Section 704(c) of the Code and subsections 7.1.2 – 7.1.4, inclusive, of this Agreement, if and to the extent the Company is deemed to recognize income as a result of any loans pursuant to the rules of Sections 1272, 1273, 1274, 7872 or 482 of the Code, or any similar provision now or hereafter in effect, such income shall be allocated to the Member who is entitled to any corresponding resulting deduction.
Clause type: seed
 The Investment Adviser agrees that the Portfolio Manager shall not be responsible for providing money for the initial capitalization of any Portfolio.
Clause type: loans
 (a) All Loans in which Sterling or any of its Subsidiaries has an interest comply in all material respects with all Laws, including, but not limited to, applicable usury statutes, underwriting and recordkeeping requirements and the Truth in Lending Act, the Equal Credit Opportunity Act and the Real Estate Settlement Procedures Act, and other applicable consumer protection statutes and the regulations thereunder. There are no oral loans, loan commitments or other extensions of credit owned by Sterling or any of its Subsidiaries, or in which Sterling or any of its Subsidiaries has an interest.
Clause type: confidentiality
The Adviser agrees on behalf of itself and its employees to treat confidentially all records and other information relative to the Trust and its shareholders received by the Adviser in connection with this Agreement, including any non-public personal information as defined in Regulation S-P, and that it shall not use or disclose any such information except for the purpose of carrying out the terms of this Agreement; provided, however, that the Adviser may disclose such information as required by law or in connection with any requested disclosure to a regulatory authority with appropriate jurisdiction after prior notification to the Trust.
Clause type: interest
 (a) Each Debenture will bear interest at the rate of -% per annum (the "Coupon Rate") from -, 2001 until the principal thereof becomes due and payable, and on any overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on any overdue installment of interest at the Coupon Rate, compounded quarterly, payable quarterly in arrears on - ,- ,- , and - of each year (each, an "Interest Payment Date"), commencing on -, 2001, to the Person in whose name such Debenture or any predecessor Debenture is registered at the close of business on the relevant record date, which will be, as long as the Preferred Securities remain in book-entry form (or if no Preferred Securities remain outstanding, as long as the Debentures remain in book entry form), one Business Day prior to the relevant Interest Payment Date and, in the event the Preferred Securities are not in book-entry form (or if no Preferred Securities remain outstanding, in the event the Debentures are not in book entry form), the - ,- ,- , and - next preceding each Interest Payment Date, except as otherwise provided pursuant to the provisions of Article IV hereof.
Clause type: whereas
the Co-Managers have entered into a Management Agreement (the Management Agreement) dated May 1, 2003, with Advanced Series Trust (formerly American Skandia Trust), a Massachusetts business trust (the Trust) and a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act), pursuant to which PI and AST act as Co-Managers of the Trust; and