bhaskrr/legal-clauses huggingface dataset:
Clause type: interest
 Alpha Natural Resources, Inc., a Delaware corporation (the “Issuer”), promises to pay interest on the principal amount of this Note at 3.75% per annum from until the Maturity Date. The Issuer will pay interest semi-annually in arrears on each Interest Payment Date. Interest on the Notes will accrue from, and including, the most recent date to which interest has been paid or, if no interest has been paid, from, and including, May 13, 2013, to, but excluding, the next Interest Payment Date or Maturity Date, as the case may be. The first Interest Payment Date shall be December 15, 2013. Payments of the Fundamental Change Purchase Price, principal and interest that are not made when due will accrue interest per annum at the then-applicable interest rate from the required payment date to the extent that payment of such interest is lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
Clause type: assignment
This Agreement and the rights and duties hereunder shall not be assignable with respect to a Fund by either of the parties hereto except by the specific written consent of the other party and with the specific written consent of the Trust.
Clause type: loans
 Subject to the terms and conditions of this Agreement, the Lender agrees to make Loans to the Borrower from time to time from the Closing Date through the Termination Date as requested by the Borrower in accordance with the terms of Section 2.3; provided, that the aggregate principal amount of all outstanding Loans (after giving effect to any amount requested) shall not exceed the Commitment.
Clause type: ownership_of_shares
 The Principal Shareholder owns, of record and beneficially, 811,765 shares of NISCO stock and options to purchase 500,000 shares of NISCO Stock, free and clear of all liens, claims, options and encumbrances whatsoever. There are no outstanding options, warrants or rights to purchase or acquire any of the shares of NISCO Stock or options to purchase NISCO Stock owned by the Principal Shareholder.
Clause type: termination
of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
Clause type: esop
 1.3.1 Fulgent, Shenzhen Fujin, Xilong Scientific and Fuzhou Jinqiang agree to establish ESOP by Fulgent upon completion of the VIE structure construction described in Article 1.2 hereof. Relevant incentive recipient shall actually contribute to the Employee Shareholding Platform and receive options of the Cayman Company in accordance with the specific requirements of ESOP. The first batch of options shall be exercised at the time of grant, upon confirmation of achievement of the performance indicators of 2021 at the end of 2021, upon confirmation of achievement of the performance indicators of 2022 at the end of 2022 and upon confirmation of achievement of the performance indicators of 2023 at the end of 2023, respectively. At such time, relevant persons shall pay to the Employee Shareholding Platform the exercise price in accordance with ESOP, which shall be calculated in accordance with the valuation of Fujian Fulgent at the time of execution of this Agreement in the amount of CNY 200 million. Fulgent shall decide on whom to distribute and how many to distribute in accordance with the ESOP. Fulgent and Hanlin GAO agree to cause the Employee Shareholding Platform to use all the capital contributions received from the partners for the actual capital contribution to Fujian Fulgent, and the part beyond the registered capital of Fujian Fulgent subscribed by the Employee Shareholding Platform to be included in Fujian Fulgent's capital reserve fund.
Clause type: insurance
The properties of the Loan Parties and the Restricted Subsidiaries are insured with financially sound and reputable insurance companies (after giving effect to any self-insurance compatible with the following standards) which are not Affiliates of the Loan Parties, in such amounts, with such deductibles and covering such risks (including, without limitation, workmen’s compensation, public liability, business interruption, property damage and directors and officers liability insurance) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Loan Parties or the applicable Restricted Subsidiary operates. Schedule 5.23 sets forth a description of all insurance maintained by or on behalf of the Loan Parties and the Restricted Subsidiaries as of the Closing Date. As of the Closing Date, each insurance policy listed on Schedule 5.23 is in full force and effect and all premiums in respect thereof that are due and payable have been paid.
Clause type: investment-company-act
 The Seller is not subject to the rules governing an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: counterparts
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent.
Clause type: notices
All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the party to be notified at the address as set forth on the signature pages hereof or Exhibit A hereto or at such other address as such party may designate by ten (10) days advance written notice to the other parties hereto.
Clause type: miscellaneous
The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
Clause type: compensation
 For the services provided and the expenses assumed ------------ pursuant to this Agreement, the Trust will pay the Investment Adviser, and the Investment Adviser will accept as full compensation therefor, fees, computed daily and payable monthly, on an annual basis equal to the percentage set forth on Exhibit A hereto of that Fund's average daily net assets.
Clause type: severability
In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.
Clause type: capitalization
 The authorized capital stock of Amazon.com consists of 300,000,000 shares of Amazon.com Common Stock of which 49,756,203 shares were issued and outstanding as of July 24, 1998 and 10,000,000 shares of preferred stock, par value $0.01 per share, none of which are issued and outstanding. Such issued and outstanding shares of Amazon.com Common Stock are validly issued, fully paid and nonassessable.
Clause type: insurance
The Borrower will obtain and at all times maintain insurance with insurers believed by the Borrower to be responsible and reputable, in such amounts and against such risks as may from time to time be required by the Lender, but in all events in such amounts and against such risks as is usually carried by companies engaged in similar business and owning similar properties in the same general areas in which the Borrower operates. Without limiting the generality of the foregoing, the Borrower will at all times maintain business interruption insurance including coverage for force majeure and keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (for Collateral consisting of motor vehicles) and such other risks and in such amounts as the Lender may reasonably request, with any loss payable to the Lender to the extent of its interest, and all policies of such insurance shall contain a lender's loss payable endorsement for the Lender's benefit acceptable to the Lender. All policies of liability insurance required hereunder shall name the Lender as an additional insured.
Clause type: governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.
Clause type: dividends
 (a) The holders of full or fractional shares of Series C Stock will be entitled to receive, when and as declared by the Board of Directors, but only out of funds legally available therefor, dividends, on each date that dividends or other distributions (other than dividends or distributions payable in Common Stock of the Corporation or any LTWs (as defined in the Investment Agreement (the "Investment Agreement"), dated as of July 6, 2000 between the Corporation and Warburg, Pincus Equity Partners, L.P.)) are payable on or in respect of Common Stock comprising part of the Reference Package (as defined below), in an amount per whole or fractional share of Series C Stock equal to the aggregate amount of dividends or other distributions (other than dividends or distributions payable in Common Stock or LTWs of the Corporation) that would be payable on such date to a holder of the Reference Package. Each such dividend will be paid to the holders of shares of Series C Stock on the date, not exceeding 60 days preceding such dividend or distribution payment date, fixed for the purpose by the Board of Directors in advance of payment of each particular dividend or distribution.
Clause type: compensation
 (a) For the services to be provided by Invesco PowerShares Capital Management hereunder with respect to each Fund, the Trust shall pay to Invesco PowerShares Capital Management an annual advisory fee (“Advisory Fee”) calculated based on average daily net assets equal to the amounts set forth on Schedule A, attached hereto. Each Fund is responsible for its own expenses, including, but not limited to, investment advisory fees, costs of transfer agency, custody, fund administration, legal, audit and other services, interest, taxes, brokerage commissions and other expenses incurred in connection with the execution of portfolio securities transactions on behalf of such Fund; expenses incurred in connection with any distribution plan adopted by the Trust pursuant to Rule 12b-1 under the 1940 Act; licensing fees related to the use of the Fund’s benchmark index; litigation expenses; fees and salaries payable to the Trust’s Board members and officers who are not “interested persons” of the Trust or Invesco PowerShares Capital Management; all expenses incurred in connection with the Board members’ services, including travel expenses and legal fees of counsel for those members of the Board who are not “interested persons” of the Trust and extraordinary expenses.
Clause type: payment
 Payment of the purchase price for, and delivery of, the Securities shall be made at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036, or at such other place as shall be agreed upon by the Representatives and the Operating Partnership, at 9:00 A.M. (New York City time) on March 8, 2017 (unless postponed in accordance with the provisions of Section 10), or such other time not later than five business days after such date as shall be agreed upon by the Representatives and the Operating Partnership (such time and date of payment and delivery being herein called “Closing Date”). Payment shall be made to the Operating Partnership by wire transfer of immediately available funds to a single bank account designated by the Operating Partnership against delivery to the Representatives for the respective accounts of the Underwriters of the 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. J.P. Morgan Securities LLC, individually and not as representative 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 Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
Clause type: ownership_of_shares
 All of the Buyer's Shares issuable by Buyer pursuant to Section 2.1 shall be, upon issuance, (a) duly authorized, validly issued, fully paid and non-assessable, and (b) free and clear of all Encumbrances placed thereon by Buyer (other than any Encumbrances arising under this Agreement), and shall have substantially the rights, privileges, restrictions and conditions described in Exhibit A attached hereto. All shares of Parent Common Stock issuable in accordance with the share provisions of Buyer's Shares shall be, upon issuance in accordance with the share provisions of Buyer's Shares, (a) duly authorized, validly issued, fully paid and non-assessable, and (b) free and clear of all Encumbrances placed thereon by 3-D or Buyer (other than any Encumbrances arising under this Agreement).
Clause type: investments
 Except as set forth in Section 4.4 of the Disclosure Schedule, as of the Closing Date, no Vermont Entity owns or maintains, directly or indirectly, any capital stock or other equity or ownership or proprietary interest in any corporation, partnership, association, trust, joint venture or other entity.
Clause type: capitalization
 (a) As of December 10, 1996, the authorized capital stock of Parent consisted of (i) 750,000,000 shares of Parent Common Stock of which: 220,993,985 shares were issued and outstanding, all of which are validly issued, fully paid and non-assessable, no shares were held in treasury, 23,405,953 shares were reserved for future issuance upon exercise of outstanding warrants, 19,435,620 shares were reserved for future issuance upon exercise of outstanding options to purchase Parent Common Stock granted under Parent's stock option plans and an additional 7,184,631 shares were reserved for issuance under Parent's stock option plans; and (ii) 25,000,000 shares of preferred stock, of which no shares of preferred stock were issued and outstanding. No material change in such capitalization has occurred between December 10, 1996 and the date hereof. Except as set forth in Section 3.03 of the Parent Disclosure Schedule or the Parent SEC Reports, there are no options, warrants or other rights, agreements, or arrangements to which Parent is a party or by which Parent is bound relating to the issued or unissued capital stock of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue or sell any shares of capital stock of, or other equity interests in, Parent or any of its subsidiaries.
Clause type: board
 Prior to the Effective Time, the Board of Directors of the Company, in accordance with applicable law, shall take all necessary action (including the resignation of existing directors) to cause its Board of Directors, as of the Effective Time, to consist of a total of six (6) members, with all such directors to be designated in writing by UBID, each to hold office from the Effective Time until their respective successors are duly elected or appointed and qualify, or they resign or are removed.
Clause type: base-salary
 During the Term, Employee shall receive a minimum, annualized base salary of $220,000.00 (the “Base Salary”). Employee’s Base Salary shall be paid in equal installments in accordance with the Company’s standard policy regarding payment of compensation to employees but no less frequently than monthly.
Clause type: miscellaneous
(a) This Note is issuable only as a registered Note without coupons in denominations of $1,000 and any integral multiple in excess thereof unless otherwise specified on the face of this Note.
Clause type: taxes
 No later than the date as of which an amount relating to any Award Installment first becomes taxable, Participant shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of, any Taxes and other items of any kind required by law to be withheld with respect to such amount. The obligations of the Company under the Plan and this Agreement shall be conditioned on such payment or arrangements and the Company and its Subsidiaries and Affiliates, to the extent permitted by law, shall have the right to deduct any such Taxes from any payment of any kind otherwise due to Participant. At vesting of any Award Installment, Restricted Stock Units and any related Dividend Equivalent Units vesting on such vesting date will be valued at the Fair Market Value of the Company’s Stock on such date. Unless otherwise determined by the Committee, Participant must satisfy the minimum statutory tax withholding obligations resulting from the vesting of Restricted Stock Units and related Dividend Equivalents (“Minimum Withholding Obligations”) either (a) by surrendering to the Company Restricted Stock Units that are then vesting (or shares of Stock issuable upon vesting) with a value sufficient to satisfy the Minimum Withholding Obligations, or (b) by paying to the Company the appropriate amount in cash or, if acceptable to the Company, by check or other instrument. Unless Participant advises the Company of his or her election to use an alternative payment method, Participant shall be deemed to have elected to surrender to the Company Restricted Stock Units that are then vesting (or shares of Stock issuable upon vesting) with a value sufficient to satisfy the Minimum Withholding Obligations. Under no circumstances will Participant be entitled to satisfy any Minimum Withholding Obligations by surrendering Restricted Stock Units that are not then vesting or any Restricted Stock Units that Participant has elected to defer under Paragraph 7 above. Any request by Participant to satisfy Minimum Withholding Obligations by surrendering shares of Stock owned by Participant prior to the date of such satisfaction must be specifically approved in advance by the Committee. All payments and surrenders of Units or shares of Stock and any requests for approval of alternative payment arrangements must be made by Participant in accordance with such procedures as may be adopted by the Company in connection therewith, and subject to such rules as have been or ma...
Clause type: counterparts
This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
Clause type: board
 On or before the Closing, the Bylaws of the Company shall provide for a flexible number of directors from four to seven and fixing the current number of directors at seven. The Board of Directors shall at the Closing consist of Michael Goguen, Seth Neiman, Todd Brooks, Simon Cao, Jessy Chao and two vacancies.
Clause type: governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.