bhaskrr/legal-clauses huggingface dataset:
Clause type: taxes
 (a) Each of the Acquired Companies (i) has timely filed (or had filed on their behalf) all material Tax Returns required to be filed by any of them (after giving effect to any filing extension granted by a Governmental Body) and (ii) has paid (or had paid on their behalf) or will timely pay Taxes (whether or not shown on such Tax Returns) that are required to be paid by it. Such Tax Returns are true, correct and complete in all material respects. The Balance Sheet reflects an adequate reserve (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) for all Taxes payable by the Acquired Companies for all taxable periods and portions thereof through the date of such financial statements, and Taxes payable by the Acquired Companies on the Closing Date will not exceed such reserve as adjusted through the Closing Date in accordance with the past custom and practice of any of the Acquired Companies in filing their Tax Returns. True and complete copies of all federal Tax Returns that have been filed with the IRS by the Company Parties and the Acquired Companies with respect to the taxable years commencing on or after January 1, 2003 (or commencing the year of its formation, if later), have been provided or made available to Representatives of Parent prior to the date hereof. None of the Acquired Companies has executed or filed with the IRS or any other Taxing Authority any agreement, waiver or other document or arrangement extending the period for assessment or collection of material Taxes (including any applicable statute of limitation), which waiver or extension is currently in effect, and, except as set forth in Section 4.10(a) of the Disclosure Letter, no power of attorney with respect to any Tax matter is currently in force with respect to any of the Acquired Companies.
Clause type: loans
 If the Company and Sponsor determine that a loan to the Company is required to fund the Company’s expenses in connection with the closing of a Business Combination, Cowen or an affiliate thereof shall lend to the Company an amount equal to 16⅔% of the total amount loaned to the Company by Cowen or such affiliate thereof and the Sponsor on the same terms as the Sponsor.
Clause type: grant
 Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee an exclusive license, in the Territory, with the right to sublicense, to develop, have developed, make, have made, use, have used, offer to sell, sell, have sold, and import and export the Product in the Territory under the Licensor Know-How, and the Patent Rights for all Indications in the Field.
Clause type: entire
Agreement. This Agreement together with the other Loan Documents represents the entire agreement of the parties and supersedes all prior agreements and understandings relating to the subject matter hereof.
Clause type: esop
 The Parties hereto shall establish an employee stock option plan to incentivize executive management of the Company consistent with customary practices for similar companies listed on the Nasdaq stock market.
Clause type: counterparts
This Agreement 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. [Signature Page Follows]
Clause type: loans
 Borrower will not make loans or advances to any Person, other than (i) trade credit extended in the ordinary course of its business, and (ii) advances for business travel and similar temporary advances made in the ordinary course of business to officers, stockholders, directors, and employees.
Clause type: headings
The headings of sections and subsections are included solely for convenience of reference and shall not affect the meaning of the provisions of this Agreement.
Clause type: interest
 Any amounts payable to the Lender under this Section 14 or otherwise under this Agreement if not paid upon demand shall bear interest from the date of such demand until paid in full, at the rate of interest set forth in Section 2.04 of the Credit Agreement.
Clause type: capitalization
 The authorized share capital of the Company consists, immediately prior to the Class B Share Transfer, of:
Clause type: compensation
 During the term of this Agreement, the Executive shall receive, for all services rendered to the Company hereunder, the following (hereinafter referred to collectively as “Compensation”):
Clause type: employee_benefits
 (a) Section 3.12(a) of the Company Disclosure Schedules includes a complete and correct list of each Company Benefit Plan. The Company has delivered or made available to Nicolet true and complete copies of the following with respect to each Company Benefit Plan: (i) copies of each Company Benefit Plan (including a written description where no formal plan document exists), and all related plan descriptions and other written communications provided to participants of the Company Benefit Plans, as required by applicable law, or describing the Company Benefit Plan design changes or describing opportunities to enroll in the Company Benefit Plans; (ii) to the extent applicable, the last three (3) years’ annual reports on Form 5500, including all schedules thereto and the opinions of independent accountants; and (iii) other material ancillary documents, including:
Clause type: base-salary
 During the Term, Executive shall receive an aggregate annual base salary (“Base Salary”) at an initial rate of $430,000, payable in accordance with the Company’s applicable payroll practices. Base Salary shall be reviewed annually by the Board and increased (but not decreased) in the Board’s sole discretion. References in this Agreement to Base Salary shall be deemed to refer to the most recently effective annual base salary rate.
Clause type: miscellaneous
a. This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia without regard to conflicts of law principles thereof.
Clause type: interest
 The unpaid principal amount of the Real Estate Term Loan (and, therefore, the Real Estate Term Notes) shall bear interest to but excluding the maturity date thereof at a varying rate per annum equal from day to day to the lesser of (a) the Maximum Rate or (b) the Applicable Rate, and each change in the rate of interest charged on the Real Estate Term Loan shall become effective, without notice to Borrower, on the effective date of each change in the Applicable Rate or the Maximum Rate, as the case may be; provided, however, if at any time the rate of interest specified in clause (b) preceding shall exceed the Maximum Rate, thereby causing the interest on the Real Estate Term Loan to be limited to the Maximum Rate, then any subsequent reduction in the Applicable Rate shall not reduce the rate of interest on the Real Estate Term Loan below the Maximum Rate until the aggregate amount of interest accrued on the Real Estate Term Loan equals the aggregate amount of interest which would have accrued on the Real Estate Term Loan if the interest rate specified in clause (b) preceding had at all times been in effect. Notwithstanding the foregoing, if any Event of Default has occurred and is continuing, the outstanding principal of the Real Estate Term Loan shall, upon the determination of the Majority Lenders (notice of which is provided by Agent to Borrower), bear interest at the Default Rate.
Clause type: representations
and Warranties. The Borrower represents and warrants to the Administrative Agent and the Lenders that, on and as of the date hereof, and after giving effect to this Amendment:
Clause type: entire
Agreement. This Agreement, including the Exhibits attached hereto, contains the entire agreement between the parties pertaining to the subject matter hereof and fully supersedes any and all prior agreements and understandings between the parties. No change in, modification of or amendment to this Agreement shall be valid unless set forth in writing and signed by all of the parties subsequent to the execution of this Agreement.
Clause type: esop
 The Company shall implement an Employee Stock Option Plan (“ESOP”) constituting at least [3]% and not exceeding [5] % of the post-issue share capital of the Company on a fully diluted basis, with approval of the Director, the quantum of which will be decided in the Definitive Documentation. The ESOP will be used for attracting and retaining talent in the Company.
Clause type: interest
 The Escrowed Payment shall not be held in an interest bearing account nor will interest be payable in connection therewith.
Clause type: base-salary
 Effective on the Effective Date, the Company will pay you a base salary at the rate of $525,000 per year, payable in accordance with the regular payroll practices of the Company and subject to increase from time to time by the Board or the Compensation Committee of the Board (the “Compensation Committee”) in its sole discretion.
Clause type: counterparts
This Agreement may be executed and delivered by each party hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original and both of which taken together shall constitute one and the same agreement.
Clause type: investments
 It will not make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person other than:
Clause type: investments
 To subscribe for, invest in, reinvest in, purchase or otherwise acquire, hold, pledge, sell, assign, transfer, exchange, distribute or otherwise deal in or dispose of any and all sorts of property, tangible or intangible, including but not limited to Securities of any type whatsoever, whether equity or nonequity, of any issuer, evidences of indebtedness of any person and any other rights, interest, instruments or property of any sort, to exercise any and all rights, powers and privileges of ownership or
Clause type: definitions
The term “Obligations” and all other capitalized terms used herein without definition shall have the respective meanings provided therefor in the Credit Agreement.
Clause type: entire
Agreement. This Warrant Agreement constitutes the entire agreement between the Parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations and undertakings of the Parties, whether oral or written, with respect to such subject matter.
Clause type: termination
This Patent Security Agreement and the security interest granted hereby shall automatically terminate with respect to all of a Grantor’s Obligations and any Lien arising therefrom shall be automatically released upon termination of the Security Agreement or release of such Grantor’s obligations thereunder. The Collateral Agent shall, in connection with any termination or release herein or under the Security Agreement, execute and deliver to any Grantor as such Grantor may request, an instrument in writing releasing the security interest in the Patent Collateral acquired under this Agreement. Additionally, upon such termination or release, the Collateral Agent shall reasonably cooperate with any efforts made by a Grantor to make of record or otherwise confirm such satisfaction including, but not limited to, the release and/or termination of this Agreement and any security interest in, to or under the Patent Collateral.
Clause type: esop
 In the event Executive has an interest in Company's Executive Stock Ownership Plan (“ESOP”), Executive's interest is subject to the terms of redemption contained in the ESOP. Executive shall have the right to redeem all stock and receive prompt and full payment from the Company for the shares, pursuant to the terms of the ESOP.
Clause type: capitalization
 As of the date hereof, the Company's authorized capital stock consists of 45,000,000 shares of Common Stock, 4,958,234 shares of which are issued and outstanding and 50,000 shares of which are held in treasury, and 5,000,000 shares of "blank check" preferred stock, none of which are issued and outstanding. All of the issued and outstanding shares of the Company's capital stock have been duly authorized and validly issued and are fully paid and non-assessable. As of the date of this Agreement there are no existing options, warrants, calls, commitments or agreements of any character to which the Company is a party or by which it is bound calling for the issuance or sale of shares of its respective capital stock or securities convertible into or exchangeable for shares of such capital stock. All of the outstanding shares of capital stock of the Company have been duly authorized and are fully paid, non-assessable and free of preemptive rights. The Shares and the Warrants are duly authorized, and, when issued upon payment of the Shares Purchase Price and the Warrants Purchase Price therefor, will be fully paid and non-assessable. Except as provided for or in the Transaction Documents, there are no options, warrants or other rights to purchase shares of capital stock or other securities of the Company, nor is the Company obligated in any manner to issue shares of its capital stock or other securities. Except as contemplated hereby and for relevant state and federal securities laws, there are no restrictions on the Company's ability to transfer shares of capital stock of the Company.
Clause type: loans
 All notes and other evidences of indebtedness in favor of Seller in connection with the Purchased Loans, including, without limitation, any and all security agreements, guarantees, mortgages and other collateral documents accompanying the same, are correct in amount, genuine as to signatures of the makers, endorsers or signatories thereof or thereto, were given for a valid consideration and represent binding claims against such makers, endorsers or signatories for the full amount shown on the books and records of Seller. All of the Purchased Loans have been made by Seller in accordance with Board of Director-approved loan policies. Seller holds the Purchased Loans for its own benefit and no other person has any rights in the Purchased Loans. The secured Purchased Loans include perfected liens having the priority indicated by their terms, subject, as of the date of recordation or filing of applicable security instruments, only to such exceptions as are discussed in attorneys’ opinions regarding title or in title insurance policies in the loan files relating to Purchased Loans secured by real property or are not material as to the collectability of such loans. All of the Purchased Loans are with full recourse to the borrowers and guarantors, if any, and Seller has not taken any action that would result in a waiver or negation of any rights or remedies available by it against any borrower or guarantor, if any, on any Purchased Loan. All applicable remedies against all borrowers and guarantors are enforceable, except as such enforcement may be limited by general principles of equity whether applied in a court of law or a court in equity and by bankruptcy, insolvency, fraudulent conveyance, and similar laws affecting creditors’ rights and remedies generally. Seller has fulfilled in all material respects its contractual responsibilities and duties as servicer of the Purchased Loans and has complied in all material respects with its duties as required under applicable regulatory requirements. Seller has properly perfected or caused to be properly perfected all liens or other interests in any collateral securing any secured Purchased Loan. The loan file for each Purchased Loan (i) substantially complies with the recordkeeping requirements of Seller’s primary bank regulator; and (ii) contains all documents, instruments and other information reasonably necessary or appropriate to (a) comply with the underwriting requirements applicable thereto and/or (b) enforce the...
Clause type: grant
 As general and continuing collateral security for the full, prompt and complete payment and performance as and when due (whether at stated maturity, by acceleration or otherwise) of all the Obligations, the Grantor hereby assigns, conveys, mortgages, pledges, hypothecates and transfers to the Bank, and hereby grants to the Bank, a continuing lien upon and a general security interest in, all of the Grantor's right, title and interest in, to and under the following, whether now owned or existing or hereafter acquired, arising or coming into existence and wherever located (all of which being hereinafter collectively referred to as the "Collateral"):
Clause type: grant
 Subject to the terms and conditions set forth in this Agreement and the Plan, the Company hereby grants to «Last_Name» an award of restricted stock units (the “Restricted Stock Unit Award”), which shall vest and become unrestricted in accordance with Section 2 hereof.
Clause type: base-salary
 The Company shall pay to the Employee a base salary, prorated and payable in installments in accordance with AGI's usual payroll practices. Such base salary shall be at the rate of $225,000 per annum for 1998, and thereafter such base salary shall be adjusted annually based upon the percentage increase, if any, in the Consumer Price Index, All Items, Chicago, as published by the Bureau of Labor Statistics (the "CPI"), as follows: The --- Employee's base salary for each of the years 1999-2001 shall be calculated by multiplying the Employee's 1998 base salary by a fraction, the numerator of which is the average CPI for the twelve months of the year preceding the year for which such base salary is being calculated, and the denominator of which is the CPI for December 1997. In no event will any such adjustment reduce the Employee's base salary for any year below that in effect for the preceding year. In addition, in the event that Scott Herrin terminates his employment with the Company without Good Reason during the "Free Termination Period" under his Employment, Non-Competition and Stock Repurchase Agreement with the Company, the Employee's base salary under this Section 3(a) will be increased by a portion, the amount of which shall be determined by the President of the Company in his sole discretion and notified to the Employee in writing within thirty (30) days after the date of Scott Herrin's Termination of Employment, of the reduction in the Company's overall compensation expense resulting from such Termination of Employment.
Clause type: miscellaneous
The rights and remedies herein expressed are cumulative and not exclusive of any other rights which the Banks, the Issuing Banks or the Administrative Agent would otherwise have. The captions in this Agreement are for convenience of reference only and shall not define or limit the provisions hereof. This Agreement and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, but all of which together shall constitute one instrument. In proving this Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought.
Clause type: confidentiality
(a) From and after the Time of Distribution, subject to Section 6.2(c) and except as contemplated by or otherwise provided in this Agreement or any other Transaction Document, Pinnacle shall not, and shall cause its Affiliates and officers, directors, employees, and other agents and representatives, including attorneys, agents, customers, suppliers, contractors, consultants and other representatives of any Person providing financing (collectively, “Representatives”), not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than Representatives of such party or of its Affiliates who reasonably need to know such information in providing services to any member of the Pinnacle Group, any OpCo Confidential Information. If any disclosures are made to any member of the Pinnacle Group in connection with any services provided to a member of the OpCo Group under this Agreement or any other Transaction Document, then the OpCo Confidential Information so disclosed shall be used only as required in connection with the receipt of such services. Pinnacle shall use the same degree of care to prevent and restrain the unauthorized use or disclosure of the OpCo Confidential Information by any of its Representatives as it currently uses for its own confidential information of a like nature, but in no event less than a reasonable standard of care. For purposes of this Section 6.2(a), any Information, material or documents relating to the OpCo Business currently or formerly conducted, or proposed to be conducted, by any member of the OpCo Group furnished to, or in possession of, Pinnacle, irrespective of the form of communication, and all notes, analyses, compilations, forecasts, data, translations, studies, memoranda or other documents prepared by Pinnacle or its officers, directors and Affiliates, that contain or otherwise reflect such information, material or documents is referred to herein as “OpCo Confidential Information.” OpCo Confidential Information does not include, and there shall be no obligation hereunder with respect to, information that (i) is or becomes generally available to the public, other than as a result of a disclosure by Pinnacle not otherwise permissible hereunder, (ii) Pinnacle can demonstrate became available to Pinnacle after the Time of Distribution from a source other than Pinnacle, OpCo or their Affiliates or (iii) is developed independently by Pinnacle without reference to the OpCo Confidential Information; pro...
Clause type: taxes
 Any distribution of Common Stock pursuant to this Agreement shall be net of any amounts required to be withheld pursuant to applicable federal, state and local tax withholding requirements. In connection with any such distribution, the Company may require the Participant to remit to it an amount sufficient to satisfy such tax withholding requirements prior to the delivery of any certificates for such Common Stock. In lieu thereof, the Company shall have the right to withhold the amount of such taxes from any other sums due or to become due from the Company to the Participant as the Committee shall prescribe. The Committee may, in its discretion and subject to such rules as it may adopt (including any as may be required to satisfy applicable tax and/or non-tax regulatory requirements), permit the Participant to pay all or a portion of the federal, state and local withholding taxes arising in connection with the Units granted hereunder and any distribution of shares of Common Stock in respect thereof by electing to have the Company withhold shares of Common Stock having a Fair Market Value equal to the amount of tax to be withheld, such tax calculated at rates prescribed by statute or regulation.
Clause type: investment-company-act
 Neither the Parent Borrower nor any Subsidiary is an "investment company" or a company controlled by an "investment company" as each term is defined in the Investment Company Act of 1940 or subject to regulation thereunder.
Clause type: investment-company-act
 None of Seller, Pledgor or Guarantor is required to be registered as, or is controlled by, an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act, or otherwise required to register thereunder. Seller is not relying on an exemption from the definition of “investment company” under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.
Clause type: now
THEREFORE in consideration of the premises and mutual covenants set forth herein, the parties agree as follows:
Clause type: whereas
certain Trusts subject to this Agreement are “series companies” as defined in Rule 18f-2(a) under the 1940 Act and, as used in this Agreement, the term “Portfolio” refers to either (i) an individual portfolio of such a series company or (ii) an investment company that is not organized as a series company, and the term “Portfolios” refers to all such portfolios and investment companies, collectively;