bhaskrr/legal-clauses huggingface dataset:
Clause type: insurance
The Borrower shall keep insured at all times with financially sound and reputable insurers which are reasonably satisfactory to the Agent (1) all of the Borrower’s property of an insurable nature, including, without limitation, all real estate, equipment, fixtures and inventories, against fire and other casualties in such a manner and to the extent that like properties are usually insured by others owning properties of a similar character in a similar locality or as otherwise required by the Agent, with the proceeds of such casualty insurance payable solely to the Agent, and (2) against liability on account of damage to persons or property (including product liability insurance and all insurance required under all applicable worker’s compensation laws) caused by the Borrower or its officers, directors, employees, agents or contractors in such a manner and to the extent that like risks are usually insured by others conducting similar businesses in the places where the Borrower conducts its business or as otherwise required by the Agent, with the Agent being named as an additional insured under such liability policies. The Borrower shall cause the insurers under all of its insurance policies to provide the Agent at least 30 days prior written notice of the termination of any such policy before such termination shall be effective and to agree to such other matters in respect of any such casualty insurance as provided in the Agent’s loss payee endorsement provided to the Borrower. In addition, the Borrower will, upon request of the Agent at any time, furnish a written summary of the amount and type of insurance carried, the names of the insurers and the policy numbers, and deliver to the Agent certificates with respect thereto.
Clause type: base-salary
 You will be paid a monthly salary of $12,500.00 which is equivalent to $150,000 on an annualized basis. Your salary will be payable in two equal payments per month pursuant to the Company's regular payroll policy.
Clause type: definitions
Terms not defined in this Annex shall have the meaning ascribed to such terms in the Agreement. As used in this Annex E, the following terms shall have the following respective meanings:
Clause type: compensation
 As compensation for the Services, Client shall pay to Dalmore a fee equal to one hundred (100) basis points on the aggregate amount raised by the Client. This will only start after FINRA Corporate Finance issues a No Objection Letter for the offering. Client authorizes Dalmore to deduct the fee directly from the Client’s third party escrow or payment account. There will also be a one time advance payment for out of pocket expenses of $5,000. Payment is due and payable upon execution of this agreement. The advance payment will cover expenses anticipated to be incurred by the firm such a preparing the FINRA filing, due diligence expenses, working with the Client’s SEC counsel in providing information to the extent necessary, and any other services necessary and required prior to the approval of the offering. The firm will refund a portion of the payment related to the advance to the extent it was not used, incurred or provided to the Client. The Client shall also engage Dalmore as a consultant to provide ongoing general consulting services relating to the Offering such as coordination with third party vendors and general guidance with respect to the Offering. The Client will pay a one time Consulting Fee of $20,000 which will be due and payable immediately after FINRA issues a No Objection Letter and the Client receives SEC Qualification.
Clause type: assignment
None of the parties hereto shall be permitted to assign any of their respective rights or obligations hereunder to any third party, except that each Holder shall be permitted to assign its rights and obligations hereunder to any other Person in connection with a transfer of shares of Common Stock by such Holder made in accordance with Section 8 hereof; provided, that such Person agrees to be bound by this Agreement; and provided further, that any party hereto that is an entity may assign its rights and obligations hereunder in connection with a transfer of all or substantially all of its assets or a merger, consolidation or other similar business combination transaction. Any agreement in violation hereof shall be void ab initio and of no force or effect.
Clause type: miscellaneous
14:1 Private tree work shall be subject to Company policy. 14:2 The Company shall furnish all necessary tools and equipment. Employees will be responsible for the tools and equipment issued to them providing the Company provides a safe place for storage. Employees may be required to pay for tools lost or damaged due to gross negligence.
Clause type: representations
and Warranties. The Parties represent and warrant that they have power to enter into this Agreement and comply with their obligations under the Agreement and that entry into this Agreement will not result in the breach of any law.
Clause type: representations
and Warranties. Borrower hereby represents and warrants to Lender as follows:
Clause type: headings
The headings of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of the provisions of this Agreement.
Clause type: whereas
in recognition of the Indemnitee's need for substantial protection against personal liability in order to enhance Indemnitee's continued service to the Company in an effective manner, the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the full extent (whether partial or complete) permitted by law and as set forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of Indemnitee under the Company's directors' and officers' liability insurance policies;
Clause type: loans
 Each United States Transitioned Employee shall have the right to rollover existing loans outstanding under its Nielsen 401(k) plan account to his or her TCS 401(k) Plan account. Each Party shall cooperate with one another to administer the collection and accounting of any outstanding plan loans (up to (2) loans) under the Nielsen 401(k) plan until the effective date of transfer of assets from the Nielsen 401(k) plan to the TCS 401(k) Plan.
Clause type: payment
 City shall pay all undisputed invoice amounts within 30 calendar days after receipt up to the Maximum Compensation set forth in Section 3 of this Agreement. City does not pay interest on past due amounts. City shall not withhold federal payroll, state payroll or other taxes, or other similar deductions, from payments made to Consultant.
Clause type: investment-company-act
 The Company is not directly or indirectly controlled by, or acting on behalf of, a person which is an "investment company" within the meaning of the Investment Company Act of 1940, as amended.
Clause type: investments
 None of Holdings, the Borrower or any of the Restricted Subsidiaries shall make or hold any Investments, except:
Clause type: loans
 (a) Subject to Sections 4.1 and 4.2, (i) all Working Capital Revolving Loans shall be advanced and made ratably by the Working Capital Revolving Lenders in accordance with the Working Capital Revolving Lenders’ respective Working Capital Commitment Percentage of the total Working Capital Revolving Commitments; and (ii) all Acquisition Revolving Loans shall be advanced and made ratably by the Acquisition Revolving Lenders in accordance with the Acquisition Revolving Lenders’ respective Acquisition Commitment Percentage of the total Acquisition Revolving Commitments.
Clause type: miscellaneous
Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement shall be construed, interpreted, and enforced in accordance with and governed by the laws of the State of Colorado. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may not be changed, waived, discharged or amended except by written instrument that shall make specific reference to this Agreement and which shall be signed by the party against which enforcement of such change, waiver, discharge or amendment is sought. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument. All activities by the Distributor and its agents and employees as distributor of the Shares shall comply with all applicable laws, rules and regulations including, without limitation, all rules and regulations made or adopted by the SEC or any securities association registered under the Exchange Act. The Distributor will promptly transmit any orders received by it for purchase, redemption or exchange of the Shares to the Fund’s transfer agent.
Clause type: interest
 Debts due to Her Majesty will accrue interest in accordance with the Interest and Administrative Charges Regulations, in effect on the due date, compounded monthly on overdue balances payable, from the date on which the payment is due, until payment in full is received by Her Majesty. Any such amount is a debt due to Her Majesty and is recoverable as such.
Clause type: headings
The captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement. All references herein to Sections will refer to Sections of this Agreement.
Clause type: insurance
The Company and its Subsidiaries have all material policies of insurance (such material insurance policies, the “Insurance Policies”) covering the Company, its Subsidiaries or any of their respective employees, properties or assets, including policies of life, property, fire, workers’ compensation, products liability, directors’ and officers’ liability and other casualty and liability insurance, which the Company reasonably believes are adequate for the operation of the Business. All such Insurance Policies are in full force and effect, and no notice of cancellation has been received by the Company or any of its Subsidiaries with respect to any Insurance Policy which has not been cured by the payment of premiums that are due, except where such failure to cure has not had, and would not reasonably be expected to have a Company Material Adverse Effect. All premiums due on the Insurance Policies have been paid in a timely manner and the Company and its Subsidiaries have complied in all material respects with the terms and provisions of the Insurance Policies. To the Knowledge of the Company, (i) there is no material claim pending under any Insurance Policy as to which coverage has been questioned, denied or disputed by the underwriters of any such Insurance Policy or (ii) there has been no threatened termination of, or material premium increase with respect to, any such Insurance Policy.
Clause type: esop
 The ESOP Trustee represents and warrants to Buyer as follows:
Clause type: ownership_of_shares
 Easterly Sponsor is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of 4,928,000 shares of Easterly Common Stock, such shares are free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise transfer such shares), except as provided hereunder, in the letter agreement dated as of July 29, 2015, by and among Easterly, Easterly Sponsor and the other parties thereto, or pursuant to any applicable restrictions on transfer under the Securities Act of 1933, as amended, and as of the date hereof, and Easterly Sponsor does not own, beneficially or otherwise, any other shares of Easterly Common Stock.
Clause type: assignment
This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
Clause type: severability
If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Clause type: severability
If a court finds that any provision of this Agreement is invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the Parties.
Clause type: severability
If any provision of this Agreement is held to be unenforceable as a matter of law, the other terms and provisions hereof shall not be affected thereby and shall remain in full force and effect.
Clause type: insurance
To the fullest extent permitted by law, the Partnership may purchase and maintain insurance on behalf of any person described in Section 10.02(a) against any liability asserted against such person, whether or not the Partnership would have the power to indemnify such person against such liability under the provisions of this Section 10.02 or otherwise.
Clause type: vesting
 Subject to the Optionee’s not having a Termination of Relationship prior to the applicable vesting date and except as otherwise set forth in Section 7, the Options shall become non-forfeitable and exercisable (any Options that shall have become non-forfeitable and exercisable pursuant to Section 4, the “Vested Options”) according to the following provisions:
Clause type: assignment
This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns (including by operation of law), but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party, whether by operation of law or otherwise, without the prior written consent of the other Party; provided that either Party may collaterally assign its rights under this Agreement to any party providing debt or equity financing to such Party without the consent of the other Party. Notwithstanding the foregoing sentence, Operator shall be entitled to assign its right, title and interest in and to this Agreement to an Affiliate under common ownership with Operator; provided that such assignment will not disqualify or otherwise impair either the Owner or the Portfolio from receiving service under the QFCP-RC Tariff.
Clause type: ownership_of_shares
 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. Shares of the Acquiring Fund will be issued in the manner described in the Proxy Statement/Prospectus on Form N-14 which will have been distributed to shareholders of the Transferring Fund as described in paragraph 4.1(o).
Clause type: ownership_of_shares
 The Seller represents and warrants that the Common Stock Shares constitute at least 55.8% of the issued and outstanding common stock of the Corporation. The Seller further represents that he owns the Shares free and clear of all liens, claims and encumbrances of any kind and nature, has full power and authority to enter into this Agreement and consummate the transactions contemplated hereby, that, upon transfer of the Shares by Seller to Purchaser, Purchaser shall have good, valid and marketable title in and to the Shares, and that the transfer of the Shares by Seller to Purchaser will not violate any law, rule, regulation, contract, agreement, indenture or instrument applicable to the Seller or by which the Seller is bound. The Seller represents and warrants that the Shares have been held by Seller for more than 2 years.
Clause type: insurance
A. If the Leased Premises or any other part of the Building is damaged by fire or other casualty resulting from any act or negligence of Tenant or any of Tenant's agents, employees or invitees, rent shall not be diminished or abated while such damages are under repair, and Tenant shall be responsible for the costs of repair not covered by insurance.
Clause type: compensation
 The Board of Directors may establish the compensation and expense reimbursement policies for directors in exchange for membership on the Board of Directors and on committees of the Board of Directors, attendance at meetings of the Board of Directors or committees of the Board of Directors, and for other services by directors to the Corporation or any of its subsidiaries.
Clause type: capitalization
 (a) The authorized capital stock of the Parent consists of (i) 400,000,000 shares of Parent Common Stock and (ii) 70,000,000 shares of Preferred Stock, par value $1.00 per share ("PARENT PREFERRED STOCK"). As of April 30, 1999, (A) 69,161,937 shares of Parent Common Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (B) 4,140,000 shares of 7 1/4% Cumulative Convertible Preferred Stock (the "7 1/4% PREFERRED STOCK") were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (C) no shares of Parent Common Stock were held in the treasury of the Parent or by the Parent Subsidiaries, and (D) 22,785,658 shares of Parent Common Stock were reserved for issuance upon exercise of outstanding Parent Stock Options or conversion of shares of 7 1/4% Preferred Stock. The shares of Parent Common Stock included in the Merger Consideration, when issued in accordance with this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.
Clause type: loans
 (a) On the terms and subject to the conditions hereof, from time to time during the Availability Period for Property Loans, each Lender shall make Property Loans to the Borrowers in an amount, for each Lender, equal to its Lender Percentage of the amount requested by the Borrowers pursuant to Section 2.02(a)(i); provided that no Lender shall make any such Property Loan or portion thereof to the extent that, after giving effect to such Property Loan:
Clause type: capitalization
 The Borrower’s authorized capital stock consists of 10,000 shares of common stock, par value $1.00 per share, of which 500 shares are validly issued and outstanding, fully paid and non-assessable and are owned beneficially and of record by Nicholas Data Services, Inc.
Clause type: compensation
 The Savings Bank shall pay the Officer during the term ------------ of this Agreement, as compensation for all service rendered by him to the Savings Bank, a base salary at the rate of $139,200 per annum, payable in cash not less frequently than monthly; provided that the rate of such salary shall be reviewed by the Board not less often than annually. Such rate of salary, or increased rate of salary, as the case may be, may be further increased from time to time in such amounts as the Board, in its discretion, may decide. In determining salary increases, the Board shall compensate the Officer for increases in the cost of living and may also provide for performance or merit increases. Participation in incentive compensation, deferred compensation, discretionary bonus, profit-sharing, retirement, stock option and other employee benefit plans that the Savings Bank or the Holding Company have adopted or may from time to time adopt, and participation in any fringe benefits, shall not reduce the salary payable to the Officer under this Section. The Officer will be entitled to such customary fringe benefits, vacation and sick leave as are consistent with the normal practices and established policies of the Savings Bank. In the event of a Change of Control (as defined in Paragraph 10), the Officer's rate of salary shall be increased not less than six percent (6%) annually during the term of this Agreement.
Clause type: whereas
the Trust is authorized to issue separate series, each of which will offer a separate class of shares of beneficial interest, each series having its own investment objective or objectives, policies, and limitations;
Clause type: representations
and Warranties. Each of the representations and warranties of the Company set forth in this Agreement that is qualified as to Material Adverse Effect or materiality shall be true and correct, and each of the representations and warranties of the Company set forth in this Agreement not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent in either case that such representations and warranties speak as of another date).
Clause type: severability
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Clause type: miscellaneous
This Agreement shall be construed and enforced in accordance with the internal, substantive laws of The Commonwealth of Massachusetts and shall be binding upon and inure to the benefit of any successor or assign of the Company and any executor, administrator, trustee, guardian, or other legal representative of the Optionee.
Clause type: payment_terms
 5.1 On or before the thirtieth (30th) day following each month throughout the term of this Agreement, Programmer shall remit to Wink all fees owed for licenses provided and services rendered in the previous month, according to the price schedules provided in Exhibit C.
Clause type: investments
 The Partnership and the General Partner, acting on behalf of the Partnership, shall have the power and authority to acquire, hold, manage, own, sell, transfer, convey, assign, exchange, pledge or otherwise dispose of the Partnership’s investments made or other property held by the Partnership.
Clause type: termination
This Agreement may be terminated at any time prior to the Effective Time (with respect to Sections 8.01(b) through 8.01(g), by written notice by the terminating party to the other party), whether before or after approval of the matters presented in connection with the Merger by the stockholders of Seller or Buyer:
Clause type: payment
 In the event an Action under this Article XIII shall have been finally determined, the amount of such final determination shall be paid to the Indemnified Party on demand in immediately available funds. An Action, and the liability for and amount of damages therefor, shall be deemed to be “finally determined” for purposes of this Article XIII when the parties to such Action have so determined by mutual agreement or, if disputed, when a final nonappealable Governmental Order shall have been entered.
Clause type: grant
 For and in consideration of good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, and in order to secure the indebtedness and other obligations of Grantor herein set forth, to secure the full and timely payment of the Indebtedness and the full and timely performance of the Obligations, Grantor GRANTS, BARGAINS, ASSIGNS, SELLS, WARRANTS and CONVEYS, to Trustee the Trust Property, subject, however, to the Permitted Liens, TO HAVE AND TO HOLD the Trust Property and all parts, rights and appurtenances thereof to Trustee, IN TRUST, WITH POWER OF SALE, and Grantor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the title to the Trust Property unto Trustee. TO HAVE AND TO HOLD the Trust Property, together with all and singular the parts, rights, privileges, hereditaments, and appurtenances thereto in any ways belonging or appertaining, to the use, benefit, and behoof of Trustee, its successors and assigns, in trust for the benefit of Beneficiary, forever. Notwithstanding anything to the contrary contained in the immediately preceding sentence, Grantor hereby agrees and acknowledges that the Indebtedness secured by this Deed of Trust includes a revolving loan and is intended to secure future advances; accordingly, this Deed of Trust shall not be canceled except pursuant to the terms and conditions set forth in the Loan Agreement.