bhaskrr/legal-clauses huggingface dataset:
Clause type: grant_of_option
 The Company hereby grants to the Grantee the right and option to purchase all or any part of an aggregate of (Insert number of shares) shares of its Common Stock, $.01 par value, on the terms and conditions and subject to all the limitations set forth herein and in the Plan, which is incorporated herein by reference (the "Option"). The Grantee acknowledges receipt of a copy of the Plan.
Clause type: interest
 (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate for Eurodollar Loans; and (ii) each Base Rate Committed Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans.
Clause type: definitions
For purposes hereof, the following terms when used herein shall have the respective meanings set forth below:
Clause type: severability
Should any portion of this Agreement for any reason be held to be void in law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.
Clause type: governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.
Clause type: counterparts
This Amendment may be signed in any number of counterparts, and by different parties hereto in separate counterparts, with the same effect as if the signatures to each such counterpart were upon a single instrument. All counterparts shall be deemed an original of this Amendment.
Clause type: whereas
Indemnitee does not regard the current protection available as adequate under the present circumstances, and Indemnitee and other officers and directors of the Company may not be willing to continue to serve as officers and directors without additional protection; and
Clause type: capitalization
 As of the Closing Date: (i) the authorized Equity Interests of each of the Credit Parties and each of their Subsidiaries is as set forth on Schedule 4.1(b); (ii) all issued and outstanding Equity Interests of each of the Credit Parties and each of their Subsidiaries is duly authorized and validly issued, fully paid, nonassessable (as applicable), free and clear of all Liens other than Permitted Liens under clauses (1), (8) and (14) of the definition thereof, and such Equity Interests were issued in compliance with all applicable state, provincial, federal and foreign laws concerning the issuance of securities; (iii) the identity of the holders of the Equity Interests of each of the Credit Parties and each of their Subsidiaries and the percentage of their fully‑diluted ownership of the Equity Interests of each of the Credit Parties and each of their Subsidiaries is set forth on Schedule 4.1(b); and (iv) no Equity Interest of any Credit Party or any of their Subsidiaries, other than those described above, are issued and outstanding. Except as provided in Schedule 4.1(b), as of the Closing Date, there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Credit Party or any of their Subsidiaries of any Equity Interest of any such entity.
Clause type: counterparts
This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or any other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.
Clause type: vesting
 Subject to the limitations contained herein, your option will vest as provided in your Grant Notice, provided that vesting will cease upon the termination of your Continuous Service.
Clause type: board
 The Agency shall provide the County with a current roster of its Board of Directors which shall include the names, addresses, and telephone numbers of the board chairman or president and each member. The Agency shall apprise the County of any changes to this roster as they occur.
Clause type: dividends
 (a) Notwithstanding anything else to the contrary in this Agreement, including this Section 6.14, each of Company and Parent, as applicable, shall be permitted to declare and pay a dividend to its stockholders, the record date and payment date for which shall be the close of business on the last Business Day prior to the Effective Time, distributing any amounts determined by such party (in each case in consultation with the other party) to be the minimum dividend required to be distributed in order for such party to qualify as a REIT and to avoid to the extent reasonably possible the incurrence of income or excise Tax assuming, for purposes of this Section 6.14(a), that the Company’s and Parent’s taxable year ends at the Effective Time (any dividend paid pursuant to this paragraph, a “Minimum Distribution Dividend.”)
Clause type: investments
 None of the Loan Parties holds any Investments other than Permitted Investments.
Clause type: governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of law thereof.
Clause type: insurance
Section 2.26 of the Company Disclosure Letter lists all of the existing insurance policies of the Company and all outstanding claims against each insurance policy. The Company has not received notice of cancellation, termination or premium increase with respect to such insurance policies. The Company maintains in full force and effect insurance on its assets and its business and operations against loss or damage, risks, hazards, and liabilities of any kinds on and in the amounts customarily insured against by corporations engaged in the same or similar businesses.
Clause type: conversion_of_shares
 (a) Each share of common stock, no par value per share, of the Company (the "Company Common Stock") issued and outstanding immediately prior to the Effective Time (other than shares held by the Company or any subsidiary of the Company, which shall be cancelled, by virtue of the Merger and without any action on the part of the holder thereof) shall be converted into the right to receive the Merger Consideration (as hereinafter defined), payable to the holder thereof, without any interest thereon, upon surrender of the certificate representing such share of the Company Common Stock.
Clause type: taxes
 Each of the Borrower and each of its Subsidiaries has timely filed or caused to be filed all Federal, state and other material tax returns that are required to be filed (all such Tax returns being true and correct in all material respects) and has timely paid all Taxes payable, collectible or remittable by it and any assessments made against it or any of its Property and all other material Taxes, fees or other charges imposed on it or any of its Property by any Governmental Authority (other than any the amount or validity of which are either currently being contested in good faith by appropriate proceedings or with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower or its Subsidiaries, as the case may be); and as of the Restatement Effective Date no Tax Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any such Tax, fee or other charge.
Clause type: ownership_of_shares
 As of the date hereof, each Stockholder is the lawful owner of the Voting Common Shares owned by such Stockholder and has the sole power to vote or cause to be voted such shares or shares power to vote or cause to be voted such shares solely with one or more other persons. Each Stockholder has good and valid title to the Voting Common Shares owned by each Stockholder, free and clear of any and all pledges, mortgages, liens, charges, proxies, voting agreements, encumbrances, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than (i) those created by this Agreement, or (ii) those existing under applicable securities laws.
Clause type: miscellaneous
Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter of this Agreement. Any prior agreements or understandings between the parties hereto with respect to indemnification are hereby terminated and of no further force or effect. This Agreement is not the exclusive means of securing indemnification rights of Indemnitee and is in addition to any rights Indemnitee may have under any Constituent Documents.
Clause type: insurance
(a) Borrower shall cause Mortgagor Borrower to maintain at all times during the term of the Loan the Policies required under Section 6.1 of the Mortgage Loan Agreement, including, without limitation, meeting all insurer requirements thereunder. In addition, Borrower shall cause Lender to be named “as their interest may appear”, under the Policies required under Sections 6.1(a)(i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x) and (xi) of the Mortgage Loan Agreement and as an “additional insured” with respect to liability coverages. Borrower shall also cause all insurance policies required under this Section 6.1 to provide for at least thirty (30) days’ prior notice to Lender in the event of policy cancellation or material changes. Borrower shall provide Lender with evidence of all such insurance required hereunder on or before the date on which Mortgage Borrower is required to provide such evidence to Mortgage Lender. For purposes of this Agreement, Lender shall have the same approval rights over the insurance referred to above and in the Mortgage Loan Agreement (including, without limitation, the insurers, deductibles and coverages thereunder, as well as the right to require other reasonable insurance pursuant to Section 6.1 of the Mortgage Loan Agreement) as are provided in favor of the Mortgage Lender in the Mortgage Loan Agreement.
Clause type: investment-company-act
 Neither the Trust nor the Depositor is required to be registered as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
Clause type: governing
Law. THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF, EXCEPT TO THE EXTENT THAT THE PERFECTION, THE EFFECT OF PERFECTION OR PRIORITY OF THE INTERESTS OF ADMINISTRATIVE AGENT OR ANY LENDER IN THE COLLATERAL IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK).
Clause type: representations
and Warranties. 2.1. The Company represents and warrants that: (a) the securities deemed to be issued by the Accounts under the Contracts are or will be registered under the 1933 Act, or are not so registered in proper reliance upon an exemption from such registration requirements; (b) the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws; and (c) the sale of the Contracts shall comply in all material respects with state insurance suitability requirements.
Clause type: payment_terms
 Supplier shall invoice Purchaser for the full amount due and such invoices shall reference the Purchaser’s Purchase Order number and be sent to the “Bill to” address specified on Purchaser’s Purchaser Order. Supplier’s packing list must reference the Purchaser’s Purchaser Order number and be sent to the Purchaser's address on Supplier’s Purchase Order number. Purchaser agrees to pay the Supplier for the Product(s) produced by the Supplier with in net 30 days of the arrival of the product to purchaser.
Clause type: grant
 The Corporation hereby grants to Participant, on the Date of Grant, the right to receive the cash payments set forth on the final page of this Agreement (the “Cash Awards”), on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan. Each Cash Award represents the right to receive cash payment as of the Settlement Date (as defined below), subject to the terms of this Agreement and the Plan. The Cash Awards are subject to the restrictions described herein, including forfeiture under the circumstances described in Section 4 hereof. The Cash Awards shall vest and become nonforfeitable in accordance with Section 2 and Section 4 hereof.
Clause type: interest
 The amounts payable under Clauses 20.1 (Costs and Expenses) and 20.2 (Indemnity) above shall bear interest (compounded monthly) at the Default Rate (payable after as well as before judgment), from the dates on which they were paid or incurred by the Administrative Agent to the date of payment thereof by the Chargor.
Clause type: base-salary
 Employee shall be paid an annualized Base Salary, payable in accordance with the regular payroll practices of the Company, of not less than $350,000, with increases, if any, as may be approved in writing by the Compensation Committee.
Clause type: headings
The headings used in these bylaws have been inserted for administrative convenience only and do not constitute matter to be construed in interpretation.
Clause type: representations
and Warranties. The representations and warranties of Parent set forth in Sections 4.2, 4.3(a), 4.3(b)(i) and 4.7 shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Time as though made on and as of the Effective Time (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct as of such date); and Company shall have received a certificate signed on behalf of Parent by the Chief Executive Officer or the Chief Financial Officer of Parent to the foregoing effect.
Clause type: assignment
No assignment (as that term is defined in the Investment Company Act) shall be made by the Sub-Adviser without the prior written consent of the Trust and the Adviser. Notwithstanding the foregoing, no assignment shall be deemed to result from any changes in the directors, officers or employees of such Sub-Adviser except as may be provided to the contrary in the Investment Company Act or the rules or regulations thereunder.
Clause type: compensation
 (a) The only fees payable to the Sub-Advisers under this Agreement are for providing discretionary investment management services pursuant to paragraph 2(a) above. For such services, the Adviser will pay each Sub-Adviser a fee in an amount set forth in Schedule A to this Agreement.
Clause type: indemnification
The Depositary agrees to indemnify the Company and its directors, officers, employees, agents and Affiliates against, and hold each of them harmless from, any direct loss, liability, tax, charge or expense of any kind whatsoever (including, but not limited to, the reasonable fees and expenses of counsel) which may arise out of acts performed or omitted by the Depositary and the Custodian (for so long as the Custodian is a branch of Citibank, N.A.) under the terms hereof due to the negligence or bad faith of the Depositary or such Custodian, as applicable. The Company agrees to indemnify the Depositary, the Custodian and any of their respective directors, officers, employees, agents and Affiliates against, and hold each of them harmless from, any direct loss, liability, tax, charge or expense of any kind whatsoever (including, but not limited to, the reasonable fees and expenses of counsel) that may arise (a) out of or in connection with any offer, issuance, sale, resale, transfer, deposit or withdrawal of ADRs, ADSs, the Shares, or other Deposited Securities, as the case may be, (b) out of or as a result of any offering documents in respect thereof or (c) out of acts performed or omitted, including, but not limited to, any delivery by the Depositary on behalf of the Company of information regarding the Company in connection with the Deposit Agreement, the ADRs, the ADSs, the Shares, or any Deposited Securities, in any such case (i) by the Depositary, the Custodian or any of their respective directors, officers, employees, agents and Affiliates, except to the extent such loss, liability, tax, charge or expense is due to the negligence or bad faith of any of them, or (ii) by the Company or any of its directors, officers, employees, agents and Affiliates. The Company shall not indemnify the Depositary or the Custodian (for so long as the Custodian is a branch of Citibank, N.A.) against any liability or expense arising out of information relating to the Depositary or such Custodian, as the case may be, furnished in a signed writing to the Company, executed by the Depositary or such Custodian expressly for use in any registration statement, prospectus or preliminary prospectus relating to any Deposited Securities represented by the ADSs. The obligations set forth in this Section shall survive the termination of the Deposit Agreement and the succession or substitution of any party hereto. Any person seeking indemnification hereunder (an “indemnified person”) sha...
Clause type: base-salary
 The Company agrees to pay or cause to be paid to the Executive during the term of this Agreement a base salary at the rate of $___________ per annum or such larger amount as the Board may from time to time determine (hereinafter referred to as the "Base Salary"). Such Base Salary shall be payable in accordance with the Company's customary practices applicable to its executives. Such rate of salary, or increased rate of salary, if any, as the case may be, shall be reviewed at least annually by the respective Board and may be further increased (but not decreased) in such amounts as the respective Board in its discretion may decide.
Clause type: board
 (a) Promptly upon the acceptance of any shares of BLP Common Stock for payment by Cardinal or Subcorp or any of their affiliates pursuant to the Offer (the “Appointment Time”) and from time to time thereafter, and subject to Section 1.3(c), Subcorp shall be entitled to designate up to such number of directors, rounded to the nearest whole number constituting at least a majority of the directors, on the BLP Board as will give Subcorp representation on the BLP Board equal to the product of the number of directors on the BLP Board (giving effect to any increase in the number of directors pursuant to this Section 1.3) and the percentage that such number of shares of BLP Common Stock so purchased bears to the total number of outstanding shares of BLP Common Stock, and BLP shall use all reasonable efforts to, upon Subcorp’s request, promptly, at Subcorp’s election, either increase the size of the BLP Board or secure the resignation of such number of directors as is necessary to enable Subcorp’s designees to be elected to the BLP Board and to cause Subcorp’s designees, each of whom shall be a director or officer of Cardinal or of its affiliates or other reasonable candidate, to be so elected. At such times, BLP will use its best efforts to cause individuals designated by Subcorp to constitute a majority of each committee of the BLP Board, other than any committee of the BLP Board established to take action under this Agreement.
Clause type: ownership_of_shares
 On the date hereof, the Owned Shares set forth opposite Stockholder's name on Attachment A hereto are owned by Stockholder and constitute all of the Owned Shares directly owned by Stockholder, free and clear of any claims, liens, encumbrances, and security interests, including, for greater certainty, any right in favor of a third party to exercise voting rights with respect to such shares. As of the date hereof, Stockholder has, and as of the date of the stockholder meeting of the Company (or action by written consent) in connection with the Asset Purchase Agreement and the transactions contemplated thereby, Stockholder will have (except as otherwise permitted by this Agreement), sole voting power and sole dispositive power with respect to all of the Owned Shares.
Clause type: assignment
24.1 The Supplier shall not, without the prior written consent of the British Council, assign, transfer, charge, create a trust in, or deal in any other manner with all or any of its rights or obligations under this Agreement.
Clause type: capitalization
 The authorized capital stock of the Company consists of 25,000,000 shares of Common Stock, par value $.0033 per share, 11,927,793 shares of which are issued and outstanding and 10,000,000 shares of Preferred Stock, par value $.01 per share, of which none are outstanding. The shares of common stock issuable upon conversion of the Preferred Stock (the "Conversion Shares") have been duly and validly authorized and reserved for issuance and, when issued and delivered in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable.
Clause type: headings
The headings of the sections in this Second Amendment are for purposes of reference only and shall not be deemed to be a part hereof.
Clause type: whereas
the Accounts are duly organized, validly existing segregated asset accounts, established by resolution of the Board of Directors of the Company, to set aside and invest assets attributable to the aforesaid variable annuity and/or variable life insurance contracts that are allocated to the Accounts (the Policies and the Accounts covered by this Agreement, and each corresponding Portfolio covered by this Agreement in which the Accounts invest, is specified in Schedule A attached hereto as may be modified from time to time);
Clause type: loans
 If the Member makes any loans to the Company, or advances money on its behalf, the amount of any such loan or advance shall not be deemed an increase in, or contribution to, the capital contribution of the Member. Interest shall accrue on any such loan at an annual rate agreed to by the Company and the Member (but not in excess of the maximum rate allowable under applicable usury laws).
Clause type: notices
All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:
Clause type: ownership_of_shares
 Such Stockholder legally or beneficially owns (within the definition of Rule 13d-3 under the Securities Exchange Act of 1934) the number of shares of Subject Common Stock set forth next to such Stockholder’s name on Schedule 1 hereto. The number of shares of Subject Common Stock so set forth are all of the shares of Subject Common Stock directly legally or beneficially owned by such Stockholder. Such Stockholder has sole voting power with respect to all of the shares of Subject Common Stock set forth next to such Stockholder’s name on Schedule 1 hereto, with no limitations, qualifications or restrictions on such rights, subject only to applicable securities laws and the terms of this Agreement.