bhaskrr/legal-clauses huggingface dataset:
Clause type: counterparts
This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
Clause type: governing
Law. The corporate law of the State of Delaware shall govern all issues and questions concerning the relative rights of the Corporation and its stockholders. All other issues and questions concerning the construction, validity, interpretation and enforcement of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
Clause type: base-salary
 The Company agrees to pay to Executive a base salary with respect to the 2016 calendar year at the annual rate of $562,755 or such greater amount as determined by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) from time to time (“Base Salary”). Effective as of January 1st of each subsequent calendar year, beginning with January 1, 2017 and ending on the third (3rd) anniversary of the occurrence of a Change of Control (as defined below), the Base Salary shall be automatically increased by three percent (3%) each calendar year, provided that the Compensation Committee may increase Executive’s Salary by additional discretionary amounts but any such additional discretionary amounts shall be disregarded when calculating the amount of any automatic increase in Executive’s Base Salary; provided further that, no such additional discretionary increase shall be implemented prior to the Plan Covenant Termination Date (as defined in the Plan) without the prior written consent of PharmAthene, Inc. Payments of the Base Salary shall be payable in equal installments in accordance with the Company’s standard payroll practices.
Clause type: now
THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:
Clause type: investment-company-act
 None of the Borrower, the Transferor or the Originator is an “investment company” registered or required to be registered under the Investment Company Act or “covered fund”.
Clause type: capitalization
 The entire authorized capital stock of Seller consists of 50,000,000 Shares, of which 13,477,462 Shares are issued and outstanding and no Shares are held in treasury; and 5,000,000 Shares of undesignated Preferred Stock, of which 19,075 and 28,791 shares designated as Series A and Series B, respectively, Convertible Preferred Stock are outstanding. All of the issued and outstanding Shares and Preferred Stock have been duly authorized, are validly issued, fully paid, and nonassessable. Except as set forth in Schedule 4(c) hereto, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Seller to issue, sell, or otherwise cause to become outstanding any of its capital stock. All such options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments and the Shares issuable upon exercise thereof have been duly authorized, and when issued in accordance with their terms will be validly issued, fully paid and non-assessable. There are no preemptive or first refusal or similar rights binding on Seller to subscribe for or purchase from Seller any Shares pursuant to any provisions of law, the Certificate of Incorporation or By-laws of Seller or by agreement or otherwise. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Shares.
Clause type: whereas
the Manager has the authority under the Investment Management Agreement with the Trust to select advisers for each Fund of the Trust; and
Clause type: ownership_of_shares
 Schedule I hereto sets forth opposite such Stockholder’s name the Common Shares over which such Stockholder has record and beneficial ownership as of the date hereof. As of the date hereof, such Stockholder is the lawful owner of the Common Shares denoted as being owned by such Stockholder on Schedule I hereto, has the sole power to vote or cause to be voted such Common Shares and the sole power to dispose of or cause to be disposed such Common Shares. Such Stockholder has good and valid title to the Common Shares denoted as being owned by such Stockholder on Schedule I hereto.
Clause type: investment_company
 The Customer is not (i) an investment company or a company controlled by an investment company within the meaning of the Investment Company Act of 1940, as amended, (ii) a holding company or a subsidiary of a holding company, or an Affiliate of a holding company or of a subsidiary of a holding company, within the meaning of the Public Utility Holding Company Act of 1935, as amended, or (iii) subject to any other law which purports to regulate or restrict its ability to borrow money or to consummate the transactions contemplated by this Agreement or the Other Documents or to perform its obligations hereunder or thereunder.
Clause type: indemnification
The ESC Region 8 and TIPS is a Texas Political Yes Subdivision and a local governmental entity; therefore, is prohibited from indemnifying third parties pursuant to the Texas Constitution (Article 3, Section 52) except as specifically provided by law or as ordered by a court of competent jurisdiction. A provision in a contract to indemnify or hold a party harmless is a promise to pay for any expenses the indemnified party incurs, if a specified event occurs, such as breaching the terms of the contract or negligently performing duties under the contract. Article III, Section 49 of the Texas Constitution states that "no debt shall be created by or on behalf of the State ... " The Attorney General has counseled that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Contract clauses which require the System or institutions to indemnify must be deleted or qualified with ''to the extent permitted by the Constitution and Laws of the State of Texas." Liquidated damages, attorney's fees, waiver of vendor's liability, and waiver of statutes of limitations clauses should also be deleted or qualified with "to the extent permitted by the Constitution and laws of State of Texas." Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do you agree to these terms?
Clause type: whereas
all things necessary to make this Supplemental Indenture a valid and legally binding agreement of the Company, in accordance with its terms, and to make the Senior Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid and legally binding obligations of the Company, have been performed, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects.
Clause type: definitions
Section 1.01. Unless the context otherwise requires, the several terms defined in the Development Credit Agreement, the Preamble to this Agreement and in the General Conditions (as so defined) have the respective meanings therein set forth.
Clause type: taxes
 The Company has filed all federal, state, county and local income, excise, franchise, property and other tax, governmental and/or related returns, forms, or reports, which are due or required to be filed by it prior to the date hereof, except where the failure to do so would have no material adverse impact on the Company, and has paid or made adequate provision in the financial statement included in the Company SEC Documents for the payment of all taxes, fees, or assessments which have or may become due pursuant to such returns or pursuant to any assessments received. The Company is not delinquent or obligated for any tax, penalty, interest, delinquency or charge.
Clause type: board
 The Board of Directors shall manage the business and affairs of the Bank and may exercise all of the powers of the Bank, subject to whatever restrictions are imposed by law.
Clause type: loans
 No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by the Board subject to the conditions set forth in Article II, Section 7. Such authority may be general or confined to specific instances.
Clause type: entire
Agreement. As of the Effective Date, this Agreement, together with any non-competition agreement between the parties, constitutes the final, complete and exclusive agreement between the Executive and the Company with respect to the subject matter hereof and replaces and supersedes any and all other agreements, offers or promises, whether oral or written, made to you by any related entity, or representative of the Company or the transactions related thereto. The Executive agrees that any such agreement, offer or promise between the Executive and Employer (or any representative thereof) is hereby terminated and will be of no further force or effect, and the Executive acknowledges and agrees that upon his execution of this Agreement, he will have no right or interest in or with respect to any such agreement, offer or promise. In the event that the Effective Date does not occur, this Agreement (including, without limitation, the immediately preceding sentence) shall have no force or effect.
Clause type: grant
 NetIQ Corporation (“NetIQ”) hereby grants to You as licensee, a nonexclusive, nontransferable license, without right of sublicense, to install, use and execute the software identified in the purchase documentation issued to You by NetIQ, together with any updates and modifications to the foregoing, if any, provided to You by NetIQ (collectively “Software”). The Software is licensed solely in machine readable object code format and solely for Your internal business use, in accordance with the terms of this Agreement, the Purchase Documentation, the Documentation accompanying this Software, and the applicable product use rights and restrictions (“Product Use Rights”) as set forth in the Product Use Rights Appendix which is hereby attached to this Agreement and incorporated by reference.
Clause type: definitions
Whenever used in this Agreement, the following terms shall have the meanings set forth below.
Clause type: headings
The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.
Clause type: vesting
 Upon either full or partial termination of the Plan, an affected Participant’s right to his/her Account Balance is 100% Vested, irrespective of the Vested percentage which otherwise would apply under Article V.
Clause type: loans
 (a) Seller makes the following representations and warranties with respect to each Seller Bank Loan: (i) each Seller Bank Loan was originated and is administered and serviced in conformity in all material respects with all applicable Laws and Community Bank of the South’s internal loan policies, including with respect to the Loan Documentation related to each Seller Bank Loan; (ii) each Seller Bank Loan is a valid and legally binding obligation according to its terms; (iii) each Seller Bank Loan is enforceable in accordance with its terms (except as enforceability may be limited by bankruptcy laws and other laws of similar nature relating to creditors rights and to general principles of equity); (iv) the principal balance of each Seller Bank Loan and accrued interest thereon as shown on Seller’s books and records are true and correct as of the last date shown thereon; (v) with respect to each Seller Bank Loan that is secured, Seller has a valid and enforceable Lien on the collateral described in the Loan Documentation, Seller has properly perfected or caused to be properly perfected all Liens in any collateral securing each Seller Bank Loan and such Liens have the priority described in the Loan Documentation (except as enforceability may be limited by bankruptcy laws and other laws of similar nature relating to creditors rights and to general principles of equity); (vi) each Seller Bank Loan contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for the practical realization against any collateral therefor; (vii) each Seller Bank Loan is evidenced by Loan Documentation that is true, genuine and what it purports to be and (viii) all Seller Bank Loans are with full recourse to the borrowers and guarantors, if any, and Seller has not taken any action that will result in a waiver or negation of any material rights or remedies available to it against any borrower or guarantor, if any, on any Seller Bank Loan. For the purposes of this Agreement, “Loan Documentation” means all Seller Bank Loan files and all documents included in any Seller Entity’s file or imaging system with respect to a Seller Bank Loan, including loan applications, notes, security agreements, deeds of trust, collectors notes, appraisals, credit reports, disclosures, titles to collateral, verifications (including employment verification, deposit verification, etc.), mortgages, loan agreements (including building and loan agreement...
Clause type: counterparts
This Amendment may be executed in two counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
Clause type: investments
 Nothing contained in this Section 7 shall be deemed to prevent or limit the Employee’s right to invest in the capital stock or other securities of any business dissimilar from that of the Employer or, solely as a passive or minority investor, in any business.
Clause type: taxes
 The Company has filed all federal, state, local and foreign tax returns which have been required to be filed and have paid all taxes indicated by such returns and all assessments received by it to the extent that such taxes have become due and are not being contested in good faith and for which an adequate reserve for accrual has been established in accordance with GAAP. All tax liabilities have been adequately provided for in the consolidated financial statements of the Company in accordance with GAAP, and the Company does not know of any actual or proposed additional material tax assessments.
Clause type: investment-company-act
 It is not required to register as an “investment company” or a company “controlled” by such an “investment company”, as such terms are defined in the United States Investment Company Act of 1940, as amended.
Clause type: interest
 3.1 The Annual Interest Rate may be varied from time to time in accordance with the terms and conditions of this Agreement.
Clause type: termination
This Agreement shall be subject to termination in the absolute discretion of the Representative, by notice given to the Company prior to delivery of and payment for all Registered Certificates if prior to such time (i) trading in securities generally on the New York Stock Exchange shall have been suspended or limited, or minimum prices shall have been established in such Exchange, (ii) a banking moratorium shall have been declared by either federal or New York State authorities or (iii) there shall have occurred any outbreak or material escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis, the effect of which on the financial markets is such as to make it, in the judgment of the Representative, impracticable to market the Certificates.
Clause type: base-salary
 The Company will provide Executive with an annual base salary of no less than $700,000, paid in accordance with the Company’s normal payroll policies (as adjusted from time to time, the “Base Salary”).
Clause type: dividends
 At any time after the power of sale has arisen, any Dividends which have been or may be received or receivable by the Security Trustee or the Receiver may be applied by the Security Trustee or the Receiver as though they were proceeds of sale hereunder.
Clause type: ownership_of_shares
 Except as to Company Securities deemed beneficially owned by Parent pursuant to the Stockholders Agreement, neither Parent nor any of its Subsidiaries beneficially owns (within the meaning of such term under Rule 13d-3 of the Exchange Act) any Company Securities.
Clause type: payment
 The above fees will be charged against the fund's custodian checking account five (5) days after the invoice is mailed to the fund's offices. [LOGO]State Street PHOENIX DUFF AND PHELPS FUNDS STATE STREET BANK & TRUST CO. By /s/ Nancy G. Curtiss By /s/ Charles R. Whittemore, Jr. ------------------------------ ------------------------------ Title Treasurer Title Vice President ------------------------------ ------------------------------ Date June 13, 1997 Date June 11, 1996 ------------------------------ ------------------------------
Clause type: board
 (1) The Member shall appoint individuals to serve on the Board (each a “Director”). The Board shall consist of no less than five and no more than nine Directors. As of the effective date of this Agreement, the Directors shall be Michael E. Ducey, Joshua J. Harris, Michael A. Jackson, Scott M. Kleinman, David W. Oskin, L.H. Puckett, and Jordan C. Zaken, and the Chairman of the Board shall be Scott M. Kleinman. The Member expressly retains the right, by written action filed with the minutes of proceedings of the Board, to increase or decrease the number of Directors who serve on the Board.
Clause type: governing
Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
Clause type: investment-company-act
 None of the Borrowers is an "investment company" or a company "controlled" by an"investment company" within the meaning of the Investment Company Act of 1940, as amended.
Clause type: ownership_of_shares
 Parent "beneficially owns" or is the "beneficial owner" of 32,201,964 Shares (as such terms are defined in Section 13D of the Exchange Act and the rules and regulations promulgated thereunder) and all of the information contained in Parent's filings with the SEC on Schedule 13D, as amended as of the date of this Agreement, is true and correct in all material respects, it being understood that Parent will amend such Schedule 13D promptly following the execution of this Agreement.
Clause type: headings
The headings contained in this Trust Agreement are solely for convenience of reference and shall not affect the meaning or interpretation of this Trust Agreement or of any term or provision hereof.
Clause type: representations
and Warranties. The representations and warranties of Citigroup set forth in this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or similar qualification set forth therein) as of January 13, 2009 and as of the Closing Date as though made on and as of such date (except to the extent that any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date); provided, however, that notwithstanding anything to the contrary contained herein, the condition set forth in this Section 5.2(a) shall be deemed to have been satisfied even if any representations or warranties of Citigroup (other than those contained in Section 3.1(c), which must be true and correct in all material respects, or in the first sentence of Section 3.1(f)(iv), which must be true and correct in all respects) are not so true and correct unless the failure of such representations and warranties of Citigroup to be so true and correct, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect on the Citigroup Contributed Business. Morgan Stanley shall have received a certificate signed by an executive officer of Citigroup to the effect that the conditions set forth in this Section 5.2(a) have been satisfied.
Clause type: base-salary
 Effective July 1, 2010, Employee will receive a salary at the annualized rate of $530,000 (Five Hundred Thirty Thousand Dollar) (the “Salary”) annualized, which shall be paid periodically in accordance with normal Company payroll practices and subject to the usual and applicable required withholdings. Employee understands and agrees that neither her job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of this Agreement.
Clause type: miscellaneous
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. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. As used in this Agreement, the terms "majority of the outstanding voting securities," "affiliated person," "interested person," "assignment," "broker," "investment adviser," "net assets," "sale," "sell" and "security" shall have the same meanings as such terms have in the 1940 Act, subject to such exemption as may be granted by the SEC by any rule, regulation or order. Where the effect of a requirement of the federal securities laws reflected in any provision of this Agreement is made less restrictive by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. This Agreement may be signed in counterpart.
Clause type: payment
 Upon the expiration or termination of this EULA, all amounts owing by Licensee to Nuix will become immediately due and payable and Licensee will immediately pay all such amounts to Nuix. If this EULA is terminated for any reason set out in clause [6], Nuix will, in addition to any other rights under this EULA or otherwise, be entitled to all of the License Fees payable under this EULA for the entire Term.
Clause type: ownership_of_shares
 Such Standard Gold Stockholder is both the record and beneficial owner of the applicable Standard Gold Shares. Such Standard Gold Stockholder is not the record or beneficial owner of any other shares of Standard Gold. Such Standard Gold Stockholder has and shall transfer at the Closing, good and marketable title to the Standard Gold Shares, free and clear of all Liens, restrictions on transfer or adverse claims of any nature whatsoever. Section 4.7 Pre-emptive Rights. At Closing, such Standard Gold Stockholder does not have any pre-emptive rights or any other rights to acquire any shares of Standard Gold that have not been waived or exercised.
Clause type: ownership_of_shares
 The Seller owns the Shares free and clear of all liens, claims or encumbrances (except for the restrictions set forth in the Employment Agreement (the "Employment Agreement") dated February 24, 1997 by and between the Company and the Seller).