bhaskrr/legal-clauses huggingface dataset:
Clause type: notices
All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; (ii) if to the Company and the Guarantors, initially at the Company’s address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c); and (iii) to such other persons at their respective addresses as provided in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c). All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.
Clause type: definitions
In this Agreement, including the recitals and the schedules, the following words and expressions have the following meanings unless the context otherwise requires:
Clause type: base-salary
 During the Employment Term, the Company shall pay Executive a base salary (the "Base Salary") at the annual rate of not less than $152,999, payable bi-weekly in arrears, in accordance with the usual payment practices of the Company. Executive's Base Salary shall be subject to periodic review by the CEO and the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee"), not less frequently than annually, beginning January 1, 2003.
Clause type: base-salary
 During the Employment Period, Employee’s base salary shall be $400,000.00 per annum (the “Base Salary”), which shall be payable in regular installments in accordance with the Company’s general payroll practices. This annual Base Salary shall be prorated for 2019 based upon the Effective Time through the end of the calendar year. Annual compensation review and increases, if any, will be subject to approval by the Board. However, the Base Salary may not be decreased during the Employment Period other than as part of an across-the-board salary reduction for senior executives of the Company.
Clause type: whereas
the Trust and the Adviser wish to retain the Sub-Adviser to render certain investment advisory services to the Fund with respect to the portion of the Fund’s assets allocated to the Sub-Adviser, as determined from time to time by the Adviser, and the Sub-Adviser is willing to render such services.
Clause type: now
THEREFORE in consideration of the premises and of the representations, warranties, covenants and agreements herein contained, the parties hereto, intending to be legally bound, agree as follows:
Clause type: assignment
Neither this Agreement nor any of the parties' rights or obligations hereunder can be transferred or assigned without the prior written consent of the other parties to this Agreement; provided, however, the Company may assign this Agreement to any wholly owned affiliate or subsidiary of Chesapeake Energy Corporation without Executive's consent as well as to any purchaser of the Company.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to such subject matter. No representation, inducement, promise, understanding, condition or warranty not set forth herein has been made or relied upon by any party hereto. Neither this Agreement nor any provision thereof is intended to confer upon any Person other than the parties any rights or remedies hereunder.
Clause type: assignment
This Agreement and the rights and obligations hereunder may not be assigned or delegated by either Party without the prior consent of the other Party.
Clause type: indemnification
The Bank shall provide the Executive (including his heirs, executors and administrators) with coverage under a standard directors’ and officers’ liability insurance policy at its expense, or in lieu thereof, shall indemnify the Executive (and his heirs, executors and administrators) to the fullest extent permitted under federal law and as provided in the Bank’s Charter and Bylaws against all expenses and liabilities reasonably incurred by him in connection with or arising out of any action, suit or proceeding in which he may be involved by reason of his having been a director or officer of the Bank (whether or not he continues to be a director or officer at the time of incurring such expenses or liabilities), such expenses and liabilities to include, but not be limited to, judgments, court costs and attorneys’ fees and the cost of reasonable settlements.
Clause type: compensation
 The Administrator shall be entitled to receive the fees specified in the Administrator Service Fee Schedule, which is attached as Annex C to this Series Instrument.
Clause type: definitions
a) A “grievance” shall be defined as any difference relating to the interpretation, application, administration, or alleged violation or arbitrability of an item concerning any central term of a collective agreement.
Clause type: seed
 The Adviser agrees that the Portfolio Manager shall not be responsible for providing money for the initial capitalization of the Trust or any Fund.
Clause type: investments
 Purchase, hold, make or acquire any Investments, any other Person, except:
Clause type: investments
 No Loan Party shall directly or indirectly acquire or own, or make any Investment in or to any Person, or permit any of its Subsidiaries to do so, other than Permitted Investments.
Clause type: compensation
 The Company agrees to pay Executive as compensation for all duties performed by him in any capacity during the period of his employment under this Agreement:
Clause type: board
 (a) The Initial Member hereby appoints Rick Meadows and M. Kelley Price as Directors.
Clause type: loans
 Each of the Members shall endeavor in good faith to obtain a Loan for the Subsidiary that will own the Property simultaneously with the closing of the transactions contemplated under the Purchase Agreement.
Clause type: board
 The Board of Directors shall consist of not less than one (1) nor more than five (5) members, as determined from time to time by the Board of Directors, who shall be elected annually by a plurality of the votes cast by the shares entitled to vote and represented at an annual meeting of the shareholders at which a quorum exists. Such directors shall hold office until the next annual meeting of the shareholders and until their successors are elected and qualified.
Clause type: counterparts
This Amendment may be signed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.
Clause type: definitions
All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement.
Clause type: indemnification
You agree to defend, indemnify and hold harmless Broadvoice and its officers, agents, affiliates, parents, subsidiaries, directors, members, and employees, and each of them from and against all claims, demands, causes of action, damages, liabilities, costs, and expenses, in law or equity, of every kind and nature whatsoever, including reasonable attorney's fees, related to or arising from the operations to be performed under this Agreement, including, but not limited to: (a) any violation of applicable laws, regulations, or this Agreement by you (or any parties who use your account, with or without your permission, to access the Service); (b) the use of the Service, the Software, the Equipment, or the Internet or the placement or transmission of any message, information, software, or other materials on the Internet by you (or any parties who use your account, with or without your permission, to access the Service); (c) negligent acts, errors, or omissions by you (or any parties who use your account, with or without your permission, to access the Service); (d) injuries to or death of any person and for damages to or loss of any property, which may in any way arise out of or result from or in connection with this Agreement (e) claims for infringement of any intellectual property rights arising from the use of the Service, the Software, the Equipment, or the Internet) infringement of any patent, copyright or trademark rights; g) any economic loss or damage incurred by Broadvoice arising out of or related to the provision of services or this Agreement. Subscriber agrees to defend Broadvoice, its Affiliates and their respective Representatives from and against any action, claim, demand, suit, investigation, inquiry or proceeding threatened or brought against Broadvoice or any of its Affiliates or their respective Representatives by any third party that arises out of or results from (a) Content transmitted on the Broadvoice Platform or (b) any actual or alleged (i) Subscriber Use in violation of applicable Laws or breach of any third-party contract terms to which Subscriber is subject or (ii) actions or omissions that would constitute a material breach of the Subscriber Agreement, without regard to any notice or cure right hereunder. Subscriber agrees to indemnify and hold harmless Broadvoice, its Affiliates and their Representatives against any damages, attorneys’ fees, defense costs and other losses payable by Broadvoice pursuant to the adjudication or settlem...
Clause type: base-salary
 Employer agrees to pay Executive and Executive agrees to accept as compensation for the services and obligations set forth herein, as Base Salary, the sums referenced on Exhibit 4.1, attached hereto and incorporated herein by reference, per annum, which sum shall be paid to Executive by Employer in equal semi-monthly installments to be tendered to Executive on the first and fifteenth day of each month, or at such other intervals as may be mutually agreed upon by Employer and Executive.
Clause type: payment
 Customer agrees to pay Elastic the fees stated on each Order Form within thirty (30) days after receipt of an applicable invoice. All invoices will be paid in the currency set forth on the applicable Order Form. Payments will be made without right of set-off or chargeback. If Customer does not pay the invoices when due, Elastic may charge interest at the lesser of one percent (1%) per month on the unpaid balance or the highest percentage allowed under applicable law. Except as otherwise expressly provided in this Agreement, any and all payments made by Customer pursuant to this Agreement or any Order Form are non-refundable, and all commitments to make any payments hereunder or under any Order Form are non-cancellable.
Clause type: confidentiality
Neither party, nor its respective agents, representatives, employees, partners, members, officers or directors will disclose the terms of this Lease unless prior consent to such disclosure is obtained from the other party, which consent may be withheld at either party’s sole discretion. Each party shall hold in strict confidence and shall disclose the terms of this Lease only to Landlord’s or Tenant’s employees, agents, attorneys, accountants, consultants, investors, potential investors, lenders, potential lenders, purchasers, potential purchasers and service providers who have a reason to know such terms in order to assist Landlord or Tenant, as the case may be; provided, that Landlord and Tenant shall remain liable for any breach of the provisions of this Section by any of the parties for whom it is responsible. Neither Landlord nor Tenant nor any of their employees, agents, attorneys, accountants, consultants, investors, potential investors, lenders or service providers shall disclose the terms of this Lease to any other person or entity except in connection with any tax, regulatory or loan securitization obligations. The obligation hereunder to maintain the confidentiality of the Lease terms shall not expire. The foregoing restrictions do not apply to information in the public domain as a result of lawful disclosure, or if the disclosure is (i) required under applicable laws, including, governmental regulatory, disclosure, tax and other reporting requirements, or (ii) in response to lawful process or subpoena or other valid or enforceable order of a court.
Clause type: headings
The headings preceding the text of the paragraphs of this Agreement have been inserted solely for convenience of reference and neither constitute a part of this Agreement nor affect its meaning, interpretation, or effect.
Clause type: loans
 The Owner shall have the sole right to borrow against the Policy, and the Employer shall have no right to obtain loans against the Policy, directly or indirectly, from the Insurer or from any other person, or to pledge or assign the Policy as security for any loan. If the Owner in any Policy year borrows from the Policy an amount in excess of the Owner's portion of the annual premium for that year or the increase in the surrender value of the Policy for the year, whichever is less, the Employer shall be entitled to receive such excess amount, to the extent of its net premium outlay under this Agreement. The Owner shall pay any interest due on any Policy loan it obtains.
Clause type: governing
Law. This Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of Delaware, without giving effect to any principle of law that would result in the application of the law of any other jurisdiction.
Clause type: compensation
 Borrower shall pay to Agent for account of each Lender, upon the request of such Lender through Agent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Lender) to compensate it for any loss, cost or expense that such Lender determines is attributable to: (a) any payment or prepayment (whether mandatory or optional) of a LIBOR Loan, or Conversion of a LIBOR Loan, made by such Lender for any reason (including, without limitation, acceleration) on a date other than the last day of the Interest Period for such Loan; or (b) any failure by Borrower for any reason (including, without limitation, the failure of any of the applicable conditions precedent specified in Article V. to be satisfied) to borrow a LIBOR Loan from such Lender on the date for such borrowing, or to Convert a Base Rate Loan into a LIBOR Loan or Continue a LIBOR Loan on the requested date of such Conversion or Continuation. Upon Borrower's request, any Lender requesting compensation under this Section shall provide Borrower with a statement setting forth the basis for requesting such compensation and the method for determining the amount thereof. Any such statement shall be prima facie evidence of the matters stated therein.
Clause type: capitalization
 (a) Prior to the giving effect to the Parent Charter Amendment, the authorized capital stock of Parent consists of 20,000,000 shares of Parent Common Stock and 1,000,000 shares, $0.10 par value, of preferred stock of Parent. At the close of business on December 19, 2011 (the “Parent Capitalization Date”), there were (i) 8,968,751 shares of Parent Common Stock and no shares of preferred stock of Parent issued and outstanding, (ii) 898,249 shares of Parent Common Stock were held by Parent in its treasury, (iii) 2,837,501 shares of Parent Common Stock were reserved for issuance pursuant to Parent Stock Plans, of which 203,004 shares were subject to issuance upon the exercise of outstanding options (“Parent Stock Options”) under the Parent Stock Plans, and (iv) 1,500,000 shares of Parent Common Stock were reserved for issuance upon exercise of warrants to purchase Parent Common Stock issued as of August 11, 2008 to former shareholders of Model Reorg, Inc. (the “Model Warrants”). For purposes of this Agreement, “Parent Stock Plans” shall mean the following plans of Parent: the 2010 Equity Incentive Plan, the 2000 Stock Option Plan, and the Directors 2000 Stock Option Plan. After the Parent Capitalization Date, there have been no issuances by Parent of shares of capital stock or other equity or voting interests in Parent other than the issuance of Parent Common Stock upon the exercise of Parent Stock Options.
Clause type: vesting
 (a) Subject to the Participant’s continued Employment with the Company, or except as otherwise provided below, the Option shall vest and become exercisable with respect to twenty-five percent (25%) of the Shares initially covered by the Option on each of the first, second, third and fourth anniversaries of the Date of Grant. At any time, the portion of the Option which has become vested and exercisable as described above (or pursuant to Sections 2(b) or 4 below) is hereinafter referred to as the “Vested Portion”.
Clause type: foreign_investors
 Foreign Investors will be governed by the bilateral tax treaties or other bilateral arrangements between the GOB and their respective countries of domicile as at .2019 and thereafter from time to time; provided, that such treaties or arrangements are no less favourable than those applicable and in existence on .2019, if any. If there is no bilateral tax treaty between Bangladesh and any Foreign Investor’s country of residence, the Foreign Investor will be taxed in accordance with the Laws of Bangladesh.
Clause type: indemnification
The Operating Partnership shall indemnify and hold harmless each Contributor and its directors, beneficiaries, officers, employees, agents, representatives and Affiliates (each of which is an "Indemnified Contributor Party") from and against any and all charges, complaints, claims, actions, causes of action, losses, damages, liabilities and expenses of any nature whatsoever, including without limitation, amounts paid in settlement, reasonable attorneys' fees, costs of investigation, costs of investigative judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, "Losses") arising out of or relating to, asserted against, imposed upon or incurred by the Indemnified Contributor Party in connection with: (i) any breach of a representation, warranty or covenant of the Operating Partnership contained in this Agreement (including, without limitation, any breach of the Power of Attorney as set forth in Article VI below), (ii) all fees, costs and expenses of the Operating Partnership in connection with the transactions contemplated by this Agreement, including without limitation any and all costs associated with the transfers contemplated herein, and (iii) the Partnerships, except in each case for matters arising from the breach by Contributor of any representation, warranty, covenant or obligation under this Agreement, any Partnership Agreement, or any agreement contemplated by this Agreement or from Contributor's gross negligence or willful misconduct. The notice and defense requirements set forth in Section 3.4 of Exhibit D attached hereto shall apply mutatis mutandis to this Section 3.3; provided, however, that if the Operating Partnership is required to retain counsel, any such counsel shall be selected by the Operating Partnership. Notwithstanding anything to the contrary in this Agreement, the Operating Partnership shall not be liable under this Agreement for monetary damages (or otherwise) for breach of any of its representations, warranties and covenants contained in this Agreement, or in any Schedule, certificate or affidavit delivered by it pursuant hereto, other than pursuant to this Section 3.3 and Exhibit G. Notwithstanding anything contained herein to the contrary, no Indemnified Contributor Party shall have the right to receive or recover punitive damages against the Operating Partnership by reason of any breach under or in connection with this Agreement or any schedule, exhibit, certificate ...
Clause type: interest
 On the first day of each month and immediately prior to the payment of any benefits, interest on the account balance since the preceding credit under this Section 3.1.2, if any, at an annual rate, compounded monthly, equal to the rate determined by the Company's Board of Directors, in its sole discretion.
Clause type: miscellaneous
This Agreement embodies the entire Agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. 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 shall be deemed to be a contract made in New York and governed by New York law. 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 insure to the benefit of the parties hereto and their respective successors.
Clause type: interest
 The outstanding principal balance of each credit subject hereto shall bear interest at the rate of interest set forth in each promissory note or other instrument or document executed in connection therewith. The promissory notes or other instruments or documents executed in connection with the credits subject to this Agreement may calculate interest at a rate equal to the sum of an index rate of interest plus a margin rate of interest. In the event any index rate of interest would be less than zero percent (0.0%), then the index rate of interest shall be deemed to be zero percent (0.0%) and the applicable promissory note or other instrument or document shall bear interest at a rate equal to the margin rate of interest.
Clause type: severability
In the event that any one or more of the provisions or portion thereof contained in this Award shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Award, and this Award shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein.
Clause type: compensation
 In consideration of rights granted to Licensee, Licensee will pay Licensor the following fees and royalties. All fees and royalties are not refundable and are not creditable against other fees and royalties. Each payment will reference the Patent License Agreement number and will be sent to Licensor’s payment and accounting contact in Section 18 (Notices) of the Patent License Agreement.
Clause type: taxes
 Each of the Borrower and its Subsidiaries has filed or caused to be filed all United States federal income tax returns and all other material tax returns which, to the best knowledge of the Borrower, are required to be filed and has paid (a) all taxes shown to be due and payable on said returns or (b) all taxes shown to be due and payable on any assessments of which it has received notice made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any (i) taxes, fees or other charges with respect to which the failure to pay, in the aggregate, would not have a Material Adverse Effect or (ii) taxes, fees or other charges the amount or validity of which are currently being contested and with respect to which reserves in conformity with GAAP have been provided on the books of such Person), and no tax Lien has been filed, and, to the best knowledge of the Borrower, no claim is being asserted, with respect to any such tax, fee or other charge.