bhaskrr/legal-clauses huggingface dataset:
Clause type: base-salary
 During the Term, Executive shall receive an annual base salary (the “Base Salary”) of $200,000 payable in regular installments in accordance with the Company’s usual payroll practices. Payment of the Base Salary to the Executive shall commence no later than 90 days from the Effective Date, or if earlier, as soon as the CEO determines that the Company is financially capable initiating the payment of the Base Salary, at which time Executive shall be paid all Base Salary earned for the period commencing on the Effective Date through the payment. All salary earned from the starting data of employment shall be accrued on the Company’s books. The Base Salary shall be reviewed annually and shall be increased (but not reduced) based on performance criteria to be agreed upon between the CEO and the Executive at the beginning of each operating year during the Term. Upon achievement of annual performance metrics, as agreed between the CEO and the Executive and approved by the Compensation Committee of the Board of Directors, the Base Salary will increase to $300,000 commencing with the beginning of the second year of the Term. Executive’s position is exempt and Executive will not be eligible for overtime pay.
Clause type: loans
 Seller has provided to Buyer a true and accurate data file of all Loans, including the outstanding principal balance of and the amount of accrued and unpaid interest and fees on such Loans, prepared as of a date within ten (10) days prior to the date of this Agreement, which data shall be updated at and as of the Closing Date, and, in each case as updated, shall be true and accurate in all material aspects as of such date.
Clause type: definitions
As used in this Agreement, the following terms shall have the meanings set forth or as referenced below:
Clause type: whereas
the Adviser, with the approval of the Trust, desires to retain the Sub-Adviser to provide investment advisory services to the Adviser in connection with the management of a Fund, and the Sub-Adviser is willing to render such investment advisory services.
Clause type: payment
 The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security, to any holder of Notes as consideration for or as an inducement to the entering into by any holder of Notes of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each holder of Notes then outstanding even if such holder did not consent to such waiver or amendment.
Clause type: investments
 Except for Permitted Investments, directly or indirectly, make or acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any Investment; provided, however, that a Borrower shall not have Permitted Investments in deposit accounts or securities accounts in an aggregate amount in excess of $100,000 at any one time unless such Borrower and the applicable securities intermediary or bank have entered into a control agreement with Payee governing such Permitted Investments in order to perfect (and further establish) the Payee’s Liens in such Permitted Investments.
Clause type: investment-company-act
 No Seller Party nor Servicer is an “investment company” or a company controlled by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. Each Seller Party and Servicer (i) has been structured so as not to constitute, and is not, a “covered fund” for purposes of Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Volcker Rule”), and (ii) is relying upon an exception or exemption from the registration requirements of the Investment Company Act other than those set forth in Sections 3(c)(1) and 3(c)(7) of the Investment Company Act.
Clause type: interest
 .1 Should either party fail to make payments as they become due under the terms of the Contract or in an award by arbitration or court, interest at the default interest rate provided in Schedule 8.6 to Appendix 8 in the RFP Submission on such unpaid amounts shall also become due and payable until payment. Such interest shall be compounded on a monthly basis. The prime rate shall be the lowest rate of interest quoted by the Royal Bank of Canada for prime business loans. .2 Interest shall apply at the rate and in the manner prescribed by paragraph 7.3.1 of this Article on the amount of any claim and for which the Contractor is thereafter entitled to payment, either pursuant to PART 8 of the General Conditions - DISPUTE RESOLUTION, or otherwise, from the date the amount would have been due and payable under the Contract, had it not been in dispute, until the date it is paid.
Clause type: interest
 (a) The Senior Notes will bear interest initially at the rate of [•]% per year (the “Coupon Rate”) from and including May [•], 2004 to, but excluding, the Maturity Date, or in the event of a Successful Remarketing, the Purchase Contract Settlement Date. In the event of a Successful Remarketing of the Senior Notes, the Coupon Rate will be reset by the Remarketing Agent to the Reset Rate with effect from the Purchase Contract Settlement Date, as set forth in Section 8.03. If the Coupon Rate is so reset, the Senior Notes will bear interest at the Reset Rate from and including the Purchase Contract Settlement Date to, but excluding, the Maturity Date. The Senior Notes shall bear interest, to the extent permitted by law, on any overdue principal and interest at the Coupon Rate, unless a Successful Remarketing shall have occurred, in which case interest on such amounts shall accrue at the Reset Rate from and after the Purchase Contract Settlement Date, in each case, compounded quarterly through the Purchase Contract Settlement Date and compounded semi-annually, thereafter.
Clause type: investments
 Part 3.26 of the Disclosure Letter contains (a) a true and complete list of all securities and other investments owned by each of the NSL Acquired Companies as of the end of the most recent calendar month, including the date of purchase, book value or amortized cost, market value and carrying value thereof on the books and records of account of such NSL Acquired Company as of such date and (b) the Investment Guidelines of each such NSL Acquired Company. Except as set forth in Part 3.26 of the Disclosure Letter, none of the securities and other investments owned by such Persons is in default in the payment of principal or interest or dividends. All such securities and other investments substantially comply with the Investment Guidelines and all insurance laws and regulations of each of the jurisdictions to which the NSL Acquired Companies are subject with respect thereto.
Clause type: payment
 Except as provided to the contrary in Section 2.10 or Section 2.12(a), interest, Letter of Credit fees, and all other fees payable hereunder shall be due and payable, in arrears, on the first day of each month at any time that Obligations or Commitments are outstanding. Borrower hereby authorizes Agent, from time to time without prior notice to Borrower, to charge all interest and fees (when due and payable), all Lender Group Expenses (as and when incurred), all charges, commissions, fees, and costs provided for in Section 2.11(e) (as and when accrued or incurred), all fees and costs provided for in Section 2.10 (as and when accrued or incurred), and all other payments as and when due and payable under any Loan Document (including any amounts due and payable to the Bank Product Providers in respect of Bank Products) to the Loan Account, which amounts thereafter shall constitute Advances hereunder and shall accrue interest at the rate then applicable to Advances that are Base Rate Loans. Any interest not paid when due shall be compounded by being charged to the Loan Account and shall thereafter constitute Advances hereunder and shall accrue interest at the rate then applicable to Advances that are Base Rate Loans.
Clause type: payment
 The Revolving Loan shall be payable on April 1, 2000 and bear interest as provided in Section 2.3(D) of this Agreement and shall otherwise be evidenced by, and repayable in accordance with, the Revolving Note, but in the absence of such revolving promissory note shall be evidenced by the Lender's record of disbursements and repayments.
Clause type: ownership_of_shares
 Stockholder (i) is the beneficial owner of the Shares, which at the date hereof are, and at all times up until the Expiration Date will be, free and clear of any liens, claims, options, charges, proxies or voting restrictions or other encumbrances and (ii) does not beneficially own any shares of capital stock of the Company other than the Shares.
Clause type: headings
The headings used in this Amendment are for convenience of reference only and shall not be deemed to limit, characterize or in any way affect the interpretation of any provision of this Amendment.
Clause type: now
THEREFORE in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:
Clause type: insurance
Each Party shall procure and maintain adequate levels of insurance that are consistent with industry standards for similarly situated companies, including comprehensive or commercial general liability insurance (including contractual liability and product liability). Such insurance shall include commercially reasonable levels of insurance as may be customary in light of status of activities being conducted. It is understood that such insurance shall not be construed to create a limit of either Party’s liability with respect to its indemnification obligations under this Article 10 or otherwise. Each Party shall provide the other Party with written evidence of such insurance upon request. Each Party shall provide the other Party with written notice at least 30 days prior to the cancellation, non-renewal or material change in such insurance which materially adversely affects the rights of the other Party hereunder.
Clause type: representations
and Warranties. As a material inducement for Lender to enter into this Amendment, Borrower hereby represents and warrants to Lender (with the knowledge and intent that Lender is relying upon the same in consenting to this Amendment) that as of the Effective Date, and after giving effect to the transactions contemplated by this Amendment: (a) all representations and warranties in the Loan Agreement and in all other Loan Documents are true and correct in all material respects, as though made on the date hereof, except to the extent that (i) any of them speak to a different specific date; or (ii) the facts or circumstances on which any of them were based have been changed by transactions or events not prohibited by the Loan Documents; (b) no Default or Event of Default exists under the Loan Documents or will exist after giving effect to this Amendment; (c) this Amendment has been duly authorized and approved by all necessary organizational action and requires the consent of no other Person, and is binding and enforceable against Borrower in accordance with its terms; and (d) the execution, delivery and performance of this Amendment in accordance with its terms, does not and will not, by the passage of time, the giving of notice, or otherwise: (i) require any governmental approval, other than such as have been obtained and are in full force and effect, or violate any applicable law relating to Borrower; (ii) conflict with, result in a breach of, or constitute a default under the Constituent Documents of Borrower thereof, or any indenture, agreement, or other instrument to which Borrower is a party or by which it or any of its properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by Borrower.
Clause type: base-salary
 The Employer shall pay to the Employee as compensation for all services rendered by the Employee a base salary of $32,083.33 per month (the “Monthly Base Salary”), payable in accordance with the Employer’s regular payroll practices, plus annual bonuses on a calendar year basis as determined by the Compensation Committee of the Employer’s Board of Directors (the “Compensation Committee”), subject to Sections 3(d) and 3(e). If an increase in Monthly Base Salary is determined for a calendar year after January 1 and before May 31 of that year, the increase shall be retroactive to the beginning of that year. Annual review of the Employee’s Monthly Base Salary will be on a calendar year basis, and the results of such review will be provided to the Employee no later than May of the following year.
Clause type: interest
 (a) The Company will pay to the Administrative Agent for the account of each Lender interest on the unpaid principal amount of each Loan made by such Lender for the period commencing on the date of such Loan to but excluding the date such Loan shall be paid in full, at the Base Rate (as in effect from time to time) plus the Applicable Margin for such Loan, but in no event to exceed the Highest Lawful Rate.
Clause type: compensation
 (i) Base Salary. During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”), which shall be paid on a monthly basis, at least equal to twelve times the highest monthly base salary paid or payable to the Executive by the Company and its affiliated companies in respect of the twelve-month period immediately preceding the month in which the Applicable Date occurs. During the Employment Period, the Annual Base Salary shall be reviewed at least annually and may be increased at any time and from time to time as shall be substantially consistent with increases in base salary generally awarded in the ordinary course of business to other executives of the Company and its affiliated companies. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. As used in this Agreement, the term “affiliated companies” shall include any company controlled by, controlling or under common control with the Company.
Clause type: payment
 The Provider is continually striving to reduce its environmental impact and supports its clients in doing the same. Therefore the Provider will send all invoices electronically (where allowed by law) and the Client will make payments via an automated method such as Direct Debit or Credit Card, wherever local banking systems permit unless another form of payment is offered to the Client as a qualified and current Key Account.
Clause type: base-salary
 The Company shall pay to Executive during the Term of Employment a minimum salary at the rate of three hundred thousand dollars ($300,000) per calendar year. Such salary shall be payable in accordance with the Company's normal payroll procedures. Executive's annual salary, as set forth above or as it may be increased from time to time by the Board in its sole discretion, shall be referred to hereinafter as "Base Salary."
Clause type: definitions
Terms defined in the Credit Agreement and not otherwise defined herein have, as used herein, the respective meanings provided for therein. The following additional terms, as used herein, have the following respective meanings:
Clause type: interest
 (i) Except as modified by paragraph 5(a)(iii) below, interest on Revolving Credit Advances shall be payable in arrears on the last day of each month. Interest payments hereunder may, at Lender's option be charged by Lender to Borrowers' account. Interest charges shall be computed on the unpaid balance of the Revolving Credit Advances for each day they are outstanding at a rate per annum equal to with respect to Revolving Credit Advances, the Contract Rate. In the event the aggregate amount of Revolving Credit Advances exceeds the Formula Amount for five (5) or more days in any month during the Term, the average daily balance of Revolving Credit Advances in that month shall bear interest at the Overadvance Rate.
Clause type: investment-company-act
 Neither the Company, the Subsidiary nor AmerAlia is required to be registered as an "investment company" within the meaning of the Investment Company Act of 1940, as amended.
Clause type: interest
 Payment of interest on the Loans shall be in accordance with the following:
Clause type: now
THEREFORE in consideration of the foregoing and the mutual promises and covenants herein contained, the parties agree as follows:
Clause type: investments
 Make any Investment unless at the time of, and after giving effect to, the making of any proposed Investment, no Default or Event of Default has occurred and is continuing or would occur as a consequence of the making of such Investment. Notwithstanding the foregoing sentence, the Borrower and the Subsidiary Guarantors may make the following Investments at any time: (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof, and (b) investments in certificates of deposit, banker's acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000.
Clause type: insurance
At all times while operations are conducted hereunder, Operator shall comply with the workers compensation law of the state where the operations are being conducted; provided, however, that Operator may be a self- insurer for liability under said compensation laws in which event the only charge that shall be made to the joint account shall be as provided in Exhibit "C." Operator shall also carry or provide insurance for the benefit of the joint account of the parties as outlined in Exhibit "D" attached hereto and made a part hereof. Operator shall require all contractors engaged in work on or for the Contract Area to comply with the workers compensation law of the state where the operations are being conducted and to maintain such other insurance as Operator may require. In the event automobile liability insurance is specified in said Exhibit "D," or subsequently receives the approval of the parties, no direct charge shall be made by Operator for premiums paid for such insurance for Operator's automotive equipment.
Clause type: taxes
 The Company and each of the subsidiaries has accurately prepared and filed all federal, state and other tax returns required by law to be filed by it, has paid or made provisions for the payment of all taxes shown to be due and all additional assessments, and adequate provisions have been and are reflected in the financial statements of the Company and the subsidiaries for all current taxes and other charges to which the Company or any subsidiary is subject and which are not currently due and payable. None of the federal income tax returns of the Company or any subsidiary have been audited by the Internal Revenue Service. The Company has no knowledge of any additional assessments, adjustments or contingent tax liability (whether federal or state) of any nature whatsoever, whether pending or threatened against the Company or any subsidiary for any period, nor of any basis for any such assessment, adjustment or contingency.
Clause type: taxes
 (a) All tax returns required to be filed by or on behalf of Company on or before the date hereof by any applicable law have been filed within the times and in the manner prescribed by law, or appropriate filing extensions have been granted by the applicable taxing authorities, including, but not limited to, returns covering sales and use taxes, property taxes, franchise taxes, employment taxes (including payroll and social security payments) and income taxes (including all federal, state, local and foreign taxes). All liabilities for taxes, assessments and other charges upon Company or any of the property, assets or income of Company which are owing to the government of any nation or state, or any local government within such nations or states, and which were due and payable on or before the date hereof, have been duly paid and satisfied on or before all their respective due dates. With respect to liabilities for any such taxes, assessments or other charges which are not due and payable as of the Closing Date, Company and each Shareholder represent, warrant and covenant that Company or Shareholders will pay all such amounts when due. Any such tax liability (or any such liability of Company relating to the operation of Company's business or operation of the Assets transferred hereunder) for federal, state or local taxes (including, without limitation, interest and penalties) relating to all periods prior to the Closing Date shall be the sole responsibility of Company and Shareholders. If the Internal Revenue Service seeks to collect any such liability from Lincare or from any other member of Lincare's affiliated group, Company and Shareholders will indemnify and hold harmless any such party for the entire amount of such liability pursuant to the provisions of Article 7 hereof. Notwithstanding the foregoing, neither Company nor any Shareholder shall be responsible for any liability of the Business for the payment of federal, state or local taxes in connection with or arising out of Lincare's conduct of the Business or ownership of the Assets on or after the Closing Date.
Clause type: assignment
This Agreement may not be assigned by either party without the prior written consent of the other party, except that Company may assign this Agreement to an Affiliate or to a successor in connection with the merger, consolidation, or sale of all or substantially all of its assets or that portion of its business to which this Agreement relates.
Clause type: counterparts
This Agreement may be executed, acknowledged and delivered in any number of counterparts, each of which shall be an original, but all of which shall constitute a single agreement, with the same effect as if the signatures on each such counterpart were upon the same instrument.