bhaskrr/legal-clauses huggingface dataset:
Clause type: grant_of_option
 TRANSENTERIX, INC. (the "Company") hereby grants, as of [ ] (the "Date of Grant"), to [ ] (the "Optionee") an option (the "Option") to purchase up to [ ] shares of the Company's common stock, par value $0.001 per share (the "Shares"), at an exercise price per share equal to $[ ] (the "Exercise Price"). The Option shall be subject to the terms and conditions set forth in this option agreement (this "Option Agreement"). The Option is issued pursuant to the TransEnterix, Inc. 2007 Incentive Compensation Plan (the "Plan"), which is incorporated by reference herein for all purposes. [The Option is a Non-Qualified Stock Option, and not an Incentive Stock Option.] [The Option is an Incentive Stock Option.] [The Option is an Incentive Stock Option to the extent eligible under the Plan and the Code, and otherwise is a Non-Qualified Stock Option.] The Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all of the terms and conditions hereof and thereof and all applicable laws and regulations.
Clause type: entire
Agreement. Except as otherwise expressly provided herein, this Agreement (including the documents and instruments referred to herein) constitutes the entire agreement between the Parties with respect to the transactions contemplated hereunder and supersedes all prior arrangements or understandings with respect thereto, written or oral. Nothing in this Agreement expressed or implied, is intended to confer upon any Person, other than the Parties or their respective successors, any rights, remedies, obligations, or liabilities under or by reason of this Agreement.
Clause type: board
 The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder (the “Sarbanes-Oxley Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.
Clause type: insurance
Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties as of the Effective Date. As of the Effective Date, all premiums in respect of such insurance have been paid. The Borrowers believe that the insurance maintained by or on behalf of the Loan Parties is adequate.
Clause type: compensation
 Subject to certain conditions, and in consideration of your services hereunder, the Managing Broker-Dealer will pay you sales commissions and marketing allowances as follows:
Clause type: headings
Titles to clauses of this Agreement are included for convenience of reference only and will be disregarded in construing the language contained in this Agreement.
Clause type: capitalization
 The Company had an authorized and outstanding capitalization as set forth under the column heading entitled “Actual” in the section of the Registration Statement, the Time of Sale Information and the Prospectus entitled “Capitalization” and, as adjusted to give effect to the offering of the Securities and the application of the net proceeds therefrom as described in the “Use of Proceeds” section of the Registration Statement, the Time of Sale Information and the Prospectus; assuming the accuracy of the transaction expenses and the pricing terms for the offering of the Securities used in the section of the Registration Statement, the Time of Sale Information and the Prospectus entitled “Capitalization,” the Company would, as of June 30, 2007, have had an authorized and outstanding capitalization as set forth under the column heading entitled “As Adjusted” in the section of the Registration Statement, the Time of Sale Information and the Prospectus entitled “Capitalization”; all of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable.
Clause type: miscellaneous
A. The recitals set forth at the beginning of this Amendment are true and accurate and are incorporated herein by this reference.
Clause type: now
THEREFORE in consideration of the mutual covenants and agreements contained in the Merger Agreement and this Amendment, and for other good and valuable consideration, the receipt and adequacy of which are acknowledged, the Parties agree as follows:
Clause type: loans
 Subject to the terms of this Agreement and the Revolving Promissory Note issued by Borrower to Lender in the principal amount of $75,000,000.00 (the “Revolving Note”) in substantially the form attached hereto as Exhibit A, Borrower agrees to take and Lender agrees to make certain Advances (as defined below) of up to and including the Loan Amount, said loan to be evidenced by the Revolving Note. The terms and conditions of the Revolving Note are hereby expressly incorporated herein by reference and made a part hereof.
Clause type: dividends
 No dividends (or dividend equivalents) shall be paid with respect to Units credited to the Grantee’s account.
Clause type: severability
Any provision of this Agreement held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Agreement.
Clause type: whereas
the Company desires to provide, as set forth in this Deposit Agreement, for the deposit of Shares (as hereinafter defined) of the Company from time to time with the Depositary or with the Custodian (as hereinafter defined) under this Deposit Agreement, for the creation of American Depositary Shares representing the Shares so deposited and for the execution and delivery of American Depositary Receipts evidencing the American Depositary Shares; and
Clause type: termination
This Agreement may be terminated at any time, without payment of any penalty, by the Board of Directors of the Company or by the vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Company on sixty (60) days' written notice to the Investment Manager, or by the Investment Manager on like notice to the Company. This Agreement shall automatically terminate in the event of its assignment (as defined in the 1940 Act).
Clause type: loans
 Each Lender agrees, severally, on the terms set forth herein, to make Loans to Borrowers from time to time for the period from and including the Closing Date to the Commitment Termination Date in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Pro Rata share of the sum of the LC Obligations then outstanding and the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment. The Loans may be repaid and reborrowed as provided herein. In no event shall Lenders have any obligation to honor a request for a Loan if the unpaid balance of Loans outstanding at such time (including the requested Loan) would exceed the Borrowing Base.
Clause type: entire
Agreement. This Agreement, together with any understanding or modifications thereof as agreed to in writing by the parties, shall constitute the entire agreement between the parties hereto.
Clause type: now
THEREFORE in consideration of the above premises and the mutual covenants set forth herein, and for other good and valuable mutual consideration, the receipt and sufficiency of which are hereby mutually acknowledged, GeoTrust and Subscriber agree as follows:
Clause type: representations
and Warranties. In order to induce the Lenders to enter into this Agreement and to make the Loans as provided herein, the Borrower makes the following representations and warranties, in each case after giving effect to the Transactions, all of which shall survive the execution and delivery of this Agreement and the Notes and the making of the Loans, with the occurrence of each Borrowing (other than a conversion or a continuation of a Borrowing) on or after the Closing Date being deemed to constitute a representation and warranty that the matters specified in this Article 3 are true and correct in all material respects on and as of the Closing Date and on the date of each such other Borrowing (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.
Clause type: grant
 Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders and (to the extent provided herein) their Affiliates, a continuing security interest in all of its Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Company Obligations or the Guarantor Obligations, as the case may be.
Clause type: compensation
 The Trust, on behalf of each Fund, will pay Empirical fees for providing the Services (the “Fees”) as described on Exhibit B. The Fees may be modified from time to time by mutual written agreement among the parties. Each Fund shall be responsible for its respective portion of the Fees, as determined by the Trust. The Trust and each respective Fund will pay its portion of the Fees to Empirical on a monthly basis within ten days of each calendar month end.
Clause type: headings
Article, Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement.
Clause type: compensation
 For the services to be rendered, the facilities to be furnished and the compensation and other expenses to be borne by BNY, as provided for in this Agreement, BNY shall be entitled to receive a monthly fee from BAAI and reimbursement for out-of-pocket expenses as set forth in Schedule IV to this Agreement. It is understood that BAAI shall be responsible for BNY's monthly fee for its services hereunder, and BNY agrees that it shall have no claim against the Trust or the Funds with respect to compensation under this Agreement.
Clause type: severability
If any term or provision of this Agreement is found to be illegal or unenforceable, this Agreement shall remain in full force and effect and that term or provision shall be deemed stricken.
Clause type: notices
Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Optionee shall be addressed to him at the address given beneath his signature hereto. By a notice given pursuant to this Section 5.4, either party may hereafter designate a different address for notices to be given to him. Any notice which is required to be given to the Optionee shall, if the Optionee is then deceased, be given to the Optionee's personal representative if such representative has previously informed the Company of his status and address by written notice under this Section 5.4. Any notice shall be deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.
Clause type: ownership_of_shares
 Except as set forth on Section 5.20 of the Parent Schedule of Exceptions, neither Parent nor either Merger Sub nor any of the Parent Affiliates owns (directly or indirectly, beneficially or of record) any shares of BioLite Capital Stock or BioKey Capital Stock or holds any rights to acquire any shares of BioLite Capital Stock or BioKey Capital Stock except pursuant to this Agreement.
Clause type: headings
The headings of the various sections and paragraphs of this Agreement have been inserted for convenience and reference only and shall not be deemed to be part of this Agreement.
Clause type: payment
 The Purchaser will immediately make a wire transfer payment to the Company pursuant to the instructions included herein in the full amount of the purchase price of the Securities being subscribed for hereby. Wire transfer instructions are set forth on the Subscription Instructions included on the last page hereof under the heading “To subscribe for Securities in the private offering of CytoDyn Inc.” Together with a wire transfer (or, subject to the Company’s approval in its sole discretion in lieu of a wire transfer, a check) for the full purchase price, the Purchaser is delivering a completed and executed omnibus Signature Page to this Subscription Agreement and an initialed Accredited Investor Certification.
Clause type: indemnification
Each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor and the Asset Representations Reviewer shall indemnify and hold harmless each Certification Party from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by such Certification Party arising out of (i) an actual breach by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Certificate Administrator, as the case may be, of its obligations under this Article XI, (ii) negligence, bad faith or willful misconduct on the part of the Master Servicer, the Special Servicer, the Trustee, the Asset Representations Reviewer, the Operating Advisor, the Custodian or the Certificate Administrator in the performance of such obligations, or (iii) delivery of any Deficient Exchange Act Deliverable by, or on behalf of, such party. The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial Sub-Servicer engaged by the Master Servicer, the Special Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless each Certification Party from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and any other costs, fees and expenses incurred by such Certification Party arising out of (a) a breach of its obligations to provide any of the annual compliance statements or annual assessment of compliance with the servicing criteria or attestation reports pursuant to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith or willful misconduct on its part in the performance of such obligations, (c) any failure by it, as a Servicer (as defined in Section 11.02(b)) to identify a Servicing Function Participant pursuant to Section 11.02(c), or (d) delivery of any Deficient Exchange Act Deliverable. In add...
Clause type: whereas
the Adviser has entered into a Management Contract with Fidelity Income Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the ´´Fund"), on behalf of Fidelity Total Bond Fund (hereinafter called the ´´Portfolio"), pursuant to which the Adviser is to act as investment manager and adviser to the Portfolio, and
Clause type: base-salary
 During the Employment Period, Executive shall receive an annual base salary in an amount equal to three hundred thousand dollars ($300,000), less all applicable withholdings, which shall be paid in accordance with the customary payroll practices of the Company and prorated for partial calendar years of employment (as in effect from time to time, the “Annual Base Salary”). The Annual Base Salary shall be subject to review every three years by the Board, in its sole discretion, for possible increase (but not decrease) and any such increased Annual Base Salary shall constitute “Annual Base Salary” for purposes of this Agreement.
Clause type: insurance
(a) Keep its insurable property adequately insured at all times by financially sound and reputable insurers; maintain such other insurance, to such extent and against such risks as is customary with companies in the same or similar businesses operating in the same or similar locations, including insurance with respect to Mortgaged Properties and other properties material to the business of the Companies against such casualties and contingencies and of such types and in such amounts with such deductibles as is customary in the case of similar businesses operating in the same or similar locations, including (i) physical hazard insurance on an “all risk” basis, (ii) commercial general liability against claims for bodily injury, death or property damage covering any and all insurable claims, (iii) explosion insurance in respect of any boilers, machinery or similar apparatus constituting Collateral, (iv) business interruption insurance, (v) worker’s compensation insurance and such other insurance as may be required by any Legal Requirement and (vi) such other insurance against risks as the Administrative Agent may from time to time require (such policies to be in such form and amounts and having such coverage as may be reasonably satisfactory to the Administrative Agent and the Collateral Agent); provided that with respect to physical hazard insurance, (x) neither the Collateral Agent nor the applicable Company shall agree to the adjustment of any claim thereunder without the consent of the other (such consent not to be unreasonably conditioned, withheld or delayed), and (y) no consent of any Company shall be required during an Event of Default.
Clause type: governing
Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
Clause type: investment-company-act
 RCFC is not an “investment company” or controlled by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: headings
The headings of the provisions hereof are for descriptive purposes only and shall not modify or qualify any of the rights or obligations set forth in such provisions.
Clause type: capitalization
 As of the Closing Date, FD's entire authorized equity capital consists of 200 shares of Common Stock, of which 200 shares of Common Stock will be outstanding as of the Closing. As of the Closing Date, there will be no other voting or equity securities authorized or issued, nor any authorized or issued securities convertible into voting stock, and no outstanding subscriptions, warrants, calls, options, rights, commitments or agreements by which any of the Sellers are bound, calling for the issuance of any additional shares of common stock of any other voting or equity security. The FD Common Shares constitute one hundred (100%) percent of the equity capital of FD, which includes, inter alia, one hundred (100%) percent of FD's voting power, right to receive dividends, when, as and if declared and paid, and the right to receive the proceeds of liquidation attributable to common stock, if any.
Clause type: compensation
 (a) The Fund will compensate or cause FTIS to be compensated for the performance of its obligations hereunder in accordance with the fees set forth in the written schedule of fees annexed hereto as Schedule A and incorporated herein. Schedule A does not include out-of-pocket disbursements of FTIS for which FTIS shall be entitled to bill the Fund separately. FTIS will bill the Fund as soon as practicable after the end of each calendar month, and said billings will be detailed in accordance with Schedule A. The Fund will promptly pay to FTIS the amount of such billing. Out-of-pocket disbursements shall include, but shall not be limited to, the items specified in the written schedule of out-of-pocket expenses annexed hereto as Schedule B and incorporated herein. Schedule B may be modified by FTIS upon not less than 30 days' prior written notice to the Fund. Unspecified out-of-pocket expenses shall be limited to those out-of-pocket expenses reasonably incurred by FTIS in the performance of its obligations hereunder. Reimbursement by the Fund for expenses incurred by FTIS in any month shall be made as soon as practicable after the receipt of an itemized bill from FTIS. Out-of-Pocket disbursements may also include payments made by FTIS to entities including affiliated entities which provide sub-shareholder services, recordkeeping and/or transfer agency services to beneficial owners of the Fund, where such services are substantially similar to the services provided by FTIS to account holders of record. The amount of these disbursements per benefit plan participant fund account per year shall not exceed the per account transfer agency fees payable by the Fund to FTIS in connection with maintaining actual shareholder accounts. On an annual basis, FTIS shall provide a report to the Board showing, with respect to each entity receiving such fees, the number of beneficial owners serviced by such entity and the value of the assets in the Fund represented by such accounts.
Clause type: base-salary
 Company will pay Employee an annual base salary (the "Base Salary") of $180,000.00. The Base Salary shall be retroactive to be effective as of January 1, 1997, notwithstanding the general effective date of this Agreement, and a payment shall be paid to Employee promptly after the execution of this Agreement to reflect such retroactive effectiveness. The rate of the Base Salary shall be subject to review on an annual basis, commencing January 1, 1998, and Employee will be eligible for salary increases at the discretion of the Board. Employee's Base Salary (including any approved increase in the amount thereof) shall not be subject to reduction without Employee's consent. The Base Salary shall be paid in 24 separate, equal payments or otherwise as is consistent with the normal salary payment cycle and procedure of Company generally applicable to its employees. If the term of this Agreement is renewed pursuant to section 2 hereof and the Base Salary is increased for any such renewal term, Employee and Company shall memorialize such change by a written instrument executed by each such party.
Clause type: whereas
the Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end, management investment company and may issue its shares of beneficial interest, no par value (the "Shares"), in separate series; and