bhaskrr/legal-clauses huggingface dataset:
Clause type: compensation
 Your initial base salary will be $340,000 annually (the "Base Salary"); payable at a semi-monthly rate of approximately $14,167 (or otherwise in accordance with the Company's payroll practices as in effect from time to time), from which all applicable taxes and other customary employment-related deductions will be taken. The Base Salary may be subject to adjustment from time to time in the discretion of the Board or the Compensation Committee thereof. For each fiscal year of the Company during the term of this agreement, the Board, or the Compensation Committee thereof, may, in its discretion, grant to you an option to purchase shares of the Company's common stock (the "Common Stock") under the Company's 2001 Stock Plan (the "Plan"), or any successor plan then in effect. The exercise price for any such option will be the fair market value per share of the Common Stock on the date of grant, and the other terms and conditions of such option will be as set forth in the Plan and in a written stock option agreement between you and the Company, evidencing such option. Each option will be an incentive stock option to the extent permissible under applicable law. You will be eligible to receive annual performance based bonuses. Such bonus, if any, will be granted at the discretion of the Board, or the Compensation Committee thereof.
Clause type: entire
Agreement. This Agreement (including the Exhibit hereto) constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior written or oral agreements and understandings and all contemporaneous oral agreements and understandings among the parties or any of them with respect to the subject matter hereof.
Clause type: loans
 Section 3.5.1 provides that the Employer may elect to permit loans to Participants and Beneficiaries in accordance with a Participant loan program.
Clause type: financing
 Express as a dollar amount or percentage ("Loan Amount") see Paragraph 8 39*
Clause type: whereas
Client desires to engage Consultant to provide information, evaluation and consulting services to the Client in his area of knowledge and expertise on the terms and subject to the conditions set forth herein.
Clause type: now
THEREFORE for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, it is agreed as follows:
Clause type: representations
and Warranties. The representations and warranties of Pentegra contained herein shall have been true and correct in all respects when initially made and shall be true and correct in all respects as of the Closing Date.
Clause type: loans
 (a) From time to time, J.P. Morgan may lend to Borrowers Securities held in the Lending Accounts and shall deliver such Securities against receipt of Collateral in accordance with the applicable MSLA. Except as the Lender may indicate in writing to J.P. Morgan from time to time, all Securities of Lender held by J.P. Morgan that are issued, settled or traded in the markets listed on Schedule 4 to this Agreement may be lent to Borrowers from time to time without the consent of any Authorized Person. All Loans shall be made on a fully disclosed basis. At the inception of a Loan J.P. Morgan shall advise State Street Custodian of the Loan, accept delivery of such Securities from State Street Custodian and then transmit the same to Borrower. J.P. Morgan may suspend lending activity in one or more markets from time to time if it determines that lending in those markets is impracticable or uneconomical.
Clause type: taxes
 Each Loan Party and its Subsidiaries have filed all federal, state and other material tax returns and reports required to be filed, and have paid all federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. There is no proposed tax assessment against any Loan Party or any Subsidiary that would, if made, have a Material Adverse Effect. Other than as set forth on Schedule 5.09, no Loan Party is party to any tax sharing agreement with anyone.
Clause type: base-salary
 During the Employment Period, the Company shall pay the Executive an annual base salary (“Base Salary”) in an amount that shall be established from time to time by the Compensation Committee, payable in approximately equal installments in accordance with the Company’s customary payroll practices. The Base Salary shall be set initially at $ . The Compensation Committee shall review the Executive’s Base Salary at least annually thereafter during the Employment Period. The Executive’s Base Salary may be increased but not decreased during the Employment Period.
Clause type: grant
 Subject to the terms of this Section 17.26, Lessor grants to Lessee during the Right of First Refusal Term a continuing right of first refusal (“Right of First Refusal”) to lease any space which is available for lease in either Building 7 or Building 8 in the Project (“Available ROFR Space”). For the purposes of this Section 17.26, such space shall not be deemed available for lease, and this Right of First Refusal shall not apply, if the space in question is already leased to a tenant thereof who leases such space pursuant to any then-existing or future agreement to extend the term of its lease or expand the size of its premises between Lessor and such tenant.
Clause type: severability
In the event that any provision shall be held to be invalid or unenforceable for any reason whatsoever, it is agreed such invalidity or unenforceability shall not affect any other provision of this Agreement and the remaining covenants, restrictions and provisions hereof shall remain in full force and effect and any court of competent jurisdiction may so modify the objectionable provision as to make it valid, reasonable and enforceable. Furthermore, the parties specifically acknowledge the above covenant not to compete and covenant not to disclose confidential information are separate and independent agreements.
Clause type: representations
and Warranties. Each Guarantor hereby makes to the Administrative Agent and the other Guarantied Parties all of the representations and warranties made by the Borrower with respect to or in any way relating to such Guarantor in the Credit Agreement and the other Loan Documents, as if the same were set forth herein in full.
Clause type: payment
 The Contractor may elect to be paid in monthly installments upon presentation of an invoice to the City, or in a lump sum upon completion of the Work. Applications for payment shall be sent to the City at the below-stated address. The City reserves the right to withhold payment under this Agreement if the Work is determined, in the reasonable judgment of the Mayor or designee, to be noncompliant with the Contract Plans, Contract Documents, City or State standards, or Bid Proposal.
Clause type: financing
 It is anticipated that all of PG&E’s existing trade and financial debt, except for the MBIA Insured PC Bonds and the Letter of Credit Backed PC Bonds, shall be paid in Cash under the Settlement Plan. It is further anticipated that the MBIA Insured PC Bonds, the Letter of Credit Backed PC Bonds and the Preferred Stock shall be reinstated under the Settlement Plan. The Settlement Plan will detail the proposed financing and creditor treatment.
Clause type: capitalization
 Sports's authorized capitalization consists of (a) 100,000,000 shares of common stock, par value $.001 per share (“Sports Common Stock”), of which 18,840,000 shares are issued and outstanding, of which 3,240,000 have been registered for resale with the Securities and Exchange Commission pursuant to an effective registration statement, and (b) 10,000,000 shares of preferred stock, par value $.001 per share, none of which are issued and outstanding. All issued and outstanding shares are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.
Clause type: payment_terms
 Without the consent of the Party receiving any payment under this Agreement specifying otherwise, all payments to be made by either Fortive or Vontier under this Agreement shall be made in US Dollars. Except as expressly provided herein, any amount which is not expressed in US Dollars shall be converted into US Dollars by using the exchange rate published on Bloomberg at 5:00 pm Eastern Standard time (EST) on the day before the relevant date or in the Wall Street Journal on such date if not so published on Bloomberg.
Clause type: loans
 The Bank holds good and marketable title, free and clear of any and all Encumbrances, to all loans reflected as assets in the East Penn Financial Statements, and all such loans are evidenced by notes, agreements or other evidences of indebtedness which are true, genuine and correct, and to the extent secured, are secured by valid liens and security interests that are legal, valid and binding obligations of the maker thereof, enforceable in accordance with the respective terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws or equitable principles affecting the enforcement of creditors' rights, which have been perfected.
Clause type: ownership_of_shares
 As of the date of this Agreement, neither Parent nor Merger Sub owns (directly or indirectly, beneficially or of record) any Shares and neither Parent nor Merger Sub holds any rights to acquire any Shares except pursuant to this Agreement.
Clause type: insurance
Each of the Partnership Entities carry, or are covered by, insurance from insurers of recognized financial responsibility in such amounts and covering such risks as is reasonably adequate for the conduct of their respective businesses and the value of their respective properties and as is customary for businesses engaged in similar businesses in similar industries, and none of the Partnership Entities has received notice of cancellation or non-renewal of such insurance or notice that substantial capital improvements or other expenditures will have to be made in order to continue such insurance. All such policies of insurance are outstanding and in full force and effect on the date hereof and will be outstanding and in full force and effect on each Delivery Date; and the Partnership Entities are in compliance with the terms of such policies in all material respects.
Clause type: whereas
(A) the Borrower, having satisfied itself as to the feasibility and priority of the Project described in Schedule 2 to this Agreement, has requested the Association to assist in the financing of the Project;
Clause type: shares
 The common stock of Counterparty, par value USD 0.01 per share (Exchange symbol “GTLS”).
Clause type: assignment
This Agreement may not be assigned within the meaning of the Investment Advisers Act of 1940, as amended, by either the Company or the Manager without the prior written consent of the other party. The Company acknowledges and agrees that transactions that do not result in a change of actual control or management of the Manager shall not be considered an assignment pursuant to Rule 202(a)(1)-1 under the Investment Advisers Act of 1940, as amended, and/or relevant state law.
Clause type: capitalization
 As of the date hereof, the authorized capital stock of the Company consists of 1,000,000 shares of Preferred Stock, none of which are issued and outstanding, 20,000,000 shares of Common Stock, of which 9,024,804 shares of Common Stock are issued and outstanding, 1,528,150 shares of Common Stock are reserved for issuance pursuant to the Company's stock option plans, and 1,652,893 shares of Common Stock are reserved for issuance pursuant to securities exercisable for, or convertible into or exchangeable for shares of Common Stock. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and nonassessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in Schedule 4.3, as of the Effective Date (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the Securities Act (except the Registration Rights Agreement) and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be or could be triggered by the issuance of the Draw Down Shares. The Company has furnished to the Buyer true and correct copies of the Company's Articles of Incorporation as in effect on the date hereof (the "Articles of Incorporation"), the Company's Bylaws as in effect on the date hereof (the "Bylaws"), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.
Clause type: investment-company-act
 Neither the Parent Borrower nor any of its Restricted Subsidiaries is an “investment company” or a company “controlled” by an “investment company,” within the meaning of, or subject to regulation under, the Investment Company Act of 1940, as amended.
Clause type: assignment
This Agreement shall inure to the benefit of the Company and its successors and assigns (including, without limitation, the purchaser of all or substantially all of its assets) and shall be binding upon the Company and its successors and assigns. This Agreement is personal to the Executive, and the Executive shall not assign or delegate his rights or duties under this Agreement, and any such assignment or delegation shall be null and void.
Clause type: representations
and Warranties. Each of the parties to this Agreement hereby represents and warrants to each other party to this Agreement that as of the date such party executes this Agreement:
Clause type: base-salary
 During the Employment Period, Company shall pay to Executive an annual base salary at a rate of $275,000 per annum, subject to all required federal and state withholding taxes, which base salary shall be payable in accordance with Company’s normal payroll practices and procedures (but no less frequently than monthly). Executive’s base salary shall be reviewed annually prior to the beginning of each fiscal year of Company during the Employment Period by the Chief Executive Officer, and may be increased based on Executive’s performance during the preceding Fiscal Year. For purposes of this Agreement, the term “Fiscal Year” shall mean the fiscal year of Company. Executive’s base salary, as such base salary may be increased hereunder, is hereinafter referred to as the “Base Salary.”
Clause type: ownership_of_shares
 OG&E is the lawful owner of the Shares, free and clear of all liens, charges, encumbrances, restrictions and claims of every kind; OG&E has full legal right, power and authority to enter into this Agreement and to sell, assign, transfer and convey the Shares pursuant to this Agreement; the delivery to AP&L and SWEPCO of the Shares pursuant to the provisions of this Agreement will transfer to AP&L and SWEPCO, respectively, valid title thereto, free and clear of all liens, encumbrances, restrictions and claims of every kind.
Clause type: compensation
 Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.
Clause type: assignment
This Agreement shall not be assignable by any party, except by Corporation and Bank to any successor in interest to their respective businesses.
Clause type: insurance
The Contributors or their affiliates maintain policies of fire and casualty, liability, and other forms of property and liability insurance related to the Assets and the Business in such amounts, with such deductibles, and against such risks and losses as are, in the Contributors’ judgment, reasonable for the Business and the Assets, and such policies are listed on Schedule 3.14. All such policies are in full force and effect, all premiums due and payable thereon have been paid, and no notice of cancellation or termination has been received with respect to any such policy that has not been replaced on substantially similar terms prior to the date of such cancellation. To the Contributors’ knowledge, the activities and operations of the Business have been conducted in a manner so as to conform in all material respects to all applicable provisions of those insurance policies.
Clause type: capitalization
 The authorized capital stock of the Company consists of 200 million shares of Common Stock and 1,000,000 shares of preferred stock, of which approximately 25,962,747 shares of Common Stock are issued and outstanding and no shares of preferred stock are issued and outstanding as of the date of execution of this Agreement by the Company. All of the outstanding shares of Common Stock have been duly and validly authorized and issued and are fully paid and non-assessable.
Clause type: termination
The Underwriters may terminate this Agreement by notice given by the Managers to the Partnership, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange or the NASDAQ Global Market, (ii) trading of any securities of the Partnership shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) any moratorium on commercial
Clause type: vesting
 Subject to the terms and conditions of this Agreement, and except as otherwise provided in Section 3(c) hereof, twenty five percent (25%) of the Shares shall vest, and the restrictions with respect to the Shares shall lapse, on each of the first, second, third and fourth anniversaries of the Effective Date if the Participant remains continuously employed by the Company or a subsidiary of the Company until such respective vesting dates.
Clause type: payment
 All amounts to be paid by the Current Issuer to any Agent under this Clause 12 (Fees and Expenses) shall only be payable in accordance with and subject to the Current Issuer Priority of Payments which is applicable to the Current Issuer at the time of payment.
Clause type: interest
 All SBLC Line of Credit Advances made by the Bank -------- (including all amounts outstanding under the SBLC Line of Credit Note and under the SBLC Line of Credit Term Note) shall bear interest prior to the occurrence of an Event of Default or maturity (computed on the basis of actual number of days elapsed over a 360-day year) on the unpaid principal balance outstanding from time to time at a fluctuating rate per annum equal to the aggregate of (i) the Prime Rate, plus (ii) one and one-half percent (1.5%). From and after the occurrence and during the continuation of an Event of Default or maturity (whether by demand, acceleration or otherwise), the unpaid principal balance of the SBLC Line of Credit (including all amounts outstanding under the SBLC Line of Credit Note and under the SBLC Line of Credit Term Note) shall bear interest at a fluctuating rate per annum equal to four percent (4%) above the rate of interest otherwise payable with respect to the SBLC Line of Credit. Interest shall be payable monthly in arrears on the first day of the next succeeding month commencing September 1, 1998. The effective rate of interest shall change on each date on which the Prime Rate shall change.
Clause type: investments
 Investment of monies held in the U.S. Asbestos Trust shall be administered in a manner consistent with the standards set forth in the Uniform Prudent Investor Act, subject to the following limitations and provisions:
Clause type: ownership_of_shares
 Neither Parent nor Merger Sub is, or at any time during the last three years has been, an “interested stockholder” of the Company within the meaning of Section 203 of Delaware Law. Prior to and as of the date of this Agreement, neither Parent nor Merger Sub has taken, or authorized any Representative of Parent or Merger Sub to take, any action that would cause either Parent or Merger Sub to be deemed an “interested stockholder” within the meaning of Section 203 of Delaware Law or render Section 251(h) of Delaware Law inapplicable to the Merger. Neither Parent nor Merger Sub nor any of their controlled affiliates (as defined in Section 203 of Delaware Law) owns (within the meaning of Section 203 of Delaware Law) any Shares or holds any rights to acquire any Shares, except pursuant to this Agreement or acquired after the date hereof pursuant to the Offer.
Clause type: compensation
 For the services to be rendered and the charges and expenses to be assumed by the Adviser hereunder, the Fund shall pay to the Adviser a fee, payable in monthly installments, equal to 1.00% per annum of the average daily net asset value of the Fund. For purposes of computing the fees payable hereunder, the net asset value of the Fund shall be determined in the same manner as for the purchase and redemption of Fund shares as described in the current Prospectus. Such fee shall be prorated for any monthly period in which this Agreement is not in effect for the entire period.