bhaskrr/legal-clauses huggingface dataset:
Clause type: notices
Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery or facsimile at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: If to the Issuer: Juma Technology, Corp. 154 Toledo Street Farmingdale, New York 11735 Attention: Chief Executive Officer Tel. No.: (631) 300-1000 Fax No.: (631) 270-1105 with copies (which copies shall not constitute notice) to: Gersten Savage LLP 600 Lexington Avenue, 9th Floor New York, New York 10022 Attention: Jay Kaplowitz, Esq. Tel. No.: (212) 752-9700 Fax No.: (212) 980-5192 If to any Holder: At the address of such Holder set forth on Exhibit A to the Purchase Agreement, with copies to: Sadis & Goldberg LLP 551 Fifth Avenue, 21st Floor New York, New York 10176 Attention: Paul Fasciano, Esq. Tel. No.: (212) 573-8025 Fax No.: (212) 573-8026 Any party hereto may from time to time change its address for notices by giving written notice of such changed address to the other party hereto.
Clause type: definitions
Unless otherwise provided in this Agreement, the following terms shall have the following meanings:
Clause type: whereas
the Company has issued or will issue certain variable life insurance and/or variable annuity contracts supported wholly or partially by the Account (the "Contracts"), and said Contracts are listed in Schedule A hereto, as it may be amended from time to time by mutual written agreement;
Clause type: now
THEREFORE in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
Clause type: ownership_of_shares
 Stockholder is the owner of the Shares set forth next to such Stockholder's name on Exhibit A hereto (or, in the case of Marsh & McLennan Capital Inc., is acting on behalf of the persons indicated on its signature page who are the owners of certain of the Shares set forth next to Marsh & McLennan Capital Inc. on Exhibit A hereto and, in the case of John J. Byrne, is acting on behalf of certain entities with respect to which he has voting and dispositive power who are the owners of certain of the Shares set forth next to John J. Byrne on Exhibit A hereto) and has the power to vote and dispose of such Shares.
Clause type: esop
 AWI shall cause the Armstrong World Industries, ---- Inc. Employee Stock Ownership Plan (the "ESOP") to be amended to provide that ---- each AO Employee shall be fully vested in his ESOP Account (as defined in the ESOP) as of the Closing Date. AWI shall cause the ESOP to be amended, and shall cause the ESOP to be administered in such a manner so that each AO Employee who participates in the ESOP shall receive thereunder an allocation of such number of shares of capital stock of AWI as he would have received had he been a participant through and until the last day of the ESOP Allocation Period (as defined in the ESOP) in which the Closing Date occurs.
Clause type: interest
 (a) Subject to the provisions of Section 2.08(b) below, each Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Applicable Rate.
Clause type: base-salary
 During the term of Executive’s employment, Executive will receive a base salary of $265,000 per annum, payable in biweekly increments, subject to annual salary and performance review and potential salary increase (but not reductions) at the sole discretion of the Company.
Clause type: notices
Any notice required or permitted to be given by either party to the other shall be in writing and shall be deemed to have been given on the date delivered personally or by courier service, or three days after sent by registered or certified mail, postage prepaid, return receipt requested, or on the date sent and confirmed received by facsimile transmission to the other party’s address set forth below: Notice to USBFS and the Trust shall be sent to: U.S. Bancorp Fund Services, LLC Attn: Trust for Professional Managers 615 East Michigan Street Milwaukee, WI 53202
Clause type: investment-company-act
 It is a “qualified purchaser” as defined under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”).
Clause type: payment
 If the Issuing Bank shall pay any draft presented under a Letter of Credit issued by it and if the Borrower shall not have discharged in full its reimbursement obligation by 10:00 a.m. (Austin, Texas time) on the date of such Letter of Credit Disbursement, then the Issuing Bank shall as promptly as practicable give telephonic (which shall be promptly confirmed in writing) or facsimile notice to each Lender of the date of such payment and the amount of such payment and each Lender shall pay to the Issuing Bank, in immediately available funds, not later than 3:00 p.m. (Austin, Texas time) on the date of such payment (or, if Issuing Bank shall notify the Lenders of such payment after 11:00 a.m. (Austin, Texas time) then not later than 12:00 p.m. (Austin, Texas time) on the next succeeding Business Day), an amount equal to such Lender's pro rata share of such drawing; provided that, if any Lender shall for any reason fail to pay the Issuing Bank its pro rata share of the drawing on the date of such payment, the Issuing Bank shall itself fund such Lender's pro rata share while retaining the right to proceed against such Lender for reimbursement therefor. In the event that the Issuing Bank shall fund a Lender's pro rata share of a drawing, the amount so funded shall bear interest at a rate per annum equal to the Federal Funds Rate and shall be payable by such Lender when it reimburses the Issuing Bank for funding its pro rata part (with interest to accrue from and including the date of such funding to and excluding the date of reimbursement). In the event that a Lender, after notice, pays its pro rata share of a drawing hereunder and such payment is not required to fund a Letter of Credit Disbursement, the Issuing Bank shall return such payment to the Lender with interest calculated at a rate per annum equal to the Federal Funds Rate (with interest to accrue from and including the date of such funding to and excluding the date of return). The obligation of each Lender to pay to the Issuing Bank such Lender's pro rata part of any drawing under a Letter of Credit shall be absolute and unconditional under any and all circumstances (including without limitation the passage of the Termination Date), and such obligations shall be several and not joint.
Clause type: headings
The headings preceding the text of Articles and Sections of this Agreement are for convenience only and shall not be deemed parts thereof
Clause type: base-salary
 The Company shall pay the Executive, and the Executive agrees to accept from the Company, in payment for her services to the Company, a base salary equal to a per annum amount of $972,000 ("Base Salary"), payable in equal biweekly installments or at such other time or times as the Executive and the Company shall agree. The Base Salary can be increased (but not decreased) at any time by the Compensation Committee or the Board of Directors of the Company, as the case may be. The Executive's salary as increased shall be deemed to be the Base Salary for all purposes under this Agreement.
Clause type: entire
Agreement. This Agreement (and the other writings incorporated by reference herein) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior written or oral negotiations, commitments, representations and agreements with respect thereto.
Clause type: severability
Each and every paragraph, sentence, term and provision of this Agreement is separate and distinct so that if any paragraph, sentence, term or provision thereof shall be held to be invalid, unlawful or unenforceable for any reason, such invalidity, unlawfulness or unenforceability shall not affect the validity, unlawfulness or enforceability of any other paragraph, sentence, term or provision hereof. To the extent required, any paragraph, sentence, term or provision of this Agreement may be modified by a court of competent jurisdiction to preserve its validity and to provide the Indemnitee with the broadest possible indemnification permitted under applicable law. The Company’s inability, pursuant to a court order or decision, to perform its obligations under this Agreement shall not constitute a breach of this Agreement.
Clause type: entire
Agreement. This Agreement supersedes all agreements previously made between the parties relating to its subject matter. There are no other understandings or agreements between the parties.
Clause type: definitions
As used in this Agreement, terms defined in the preamble and recitals of this Agreement shall have the meanings set forth therein and the following terms shall have the meanings set forth below:
Clause type: payment
 All payments due to Lender under this Agreement shall be payable to Lender within ten (10) days after written demand therefor, and shall bear interest at the Default Rate from the date such payment is due until the date of payment.
Clause type: dividends
 In each fiscal year of the Corporation, the holders of the Series B Preferred Stock shall be entitled to receive, before any cash dividends shall be declared and paid upon or set aside for the Common Stock in such fiscal year, a dividend at the rate of ninety cents ($0.90) per share per annum (as adjusted for any combinations, consolidations, stock distributions or stock dividends with respect to such shares), payable when, as and if declared by the Board of Directors out of funds legally available therefor. Such dividends shall be cumulative and shall accrue daily on each share of Series B Preferred Stock whether or not declared. No dividends (other than those payable solely in the Common Stock of the Corporation) shall be declared or paid on any Common Stock of the Corporation until all accrued but unpaid dividends on the Series B Preferred Stock shall have been declared and paid or set apart.
Clause type: now
THEREFORE in consideration of the mutual covenants and conditions contained herein, the parties hereto hereby agree as follows:
Clause type: investment-company-act
 No Group Member is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.
Clause type: compensation
 Employer shall pay and provide benefits to Executive according to the provisions of Executive’s compensation plan described in the attached Exhibit B. Executive’s compensation plan shall be reviewed on a periodic basis. The Company reserves the right, and Executive hereby authorizes Company, to make deductions from Executive’s pay or bonuses to satisfy any outstanding obligations of Executive to the Company. The Company may offset against the final payment of wages or bonuses owed to Executive any amounts due the Company from Executive; provided, however, no such offset shall be made against any amount in excess of $5,000 that would be considered “non-qualified deferred compensation” under Section 409A of the Code.
Clause type: payment
 Payments of selling commissions, Dealer Manager Fees and Distribution Fees will be made by the Dealer Manager (or by the Company as the agent of the Dealer Manager, as provided in the Dealer Manager Agreement) to Participating Broker-Dealer. Selling commissions, Dealer Manager Fees and Distribution Fees, respectively, will be paid to Participating Broker-Dealer within 30 days after receipt by the Dealer Manager, or, if the Company (as the agent of the Dealer Manager) pays such selling commissions, Dealer Manager Fees or Distribution Fees directly to Participating Broker-Dealer, then the Company shall pay (i) such selling commissions within 30 days of the acceptance by the Company of orders to purchase Primary Shares sold by Participating Broker-Dealer and (ii) such Dealer Manager Fees and Distribution Fees within 30 days after the end of each calendar month in which such Dealer Manager Fees and Distribution Fees have been earned by Participating Broker-Dealer in accordance with the provisions of Schedule 1 hereto. Participating Broker-Dealer, in its sole discretion, may authorize Dealer Manager (or the Company as the agent of the Dealer Manager, as provided in the Dealer Manager Agreement) to deposit selling commissions and reallowance of Dealer Manager Fees and Distribution Fees, if any, and other payments due to Participating Broker-Dealer pursuant to this Agreement directly to its bank account. If Participating Broker-Dealer so elects, Participating Broker-Dealer shall provide such deposit authorization and instructions in Schedule 2 to this Agreement.
Clause type: entire
Agreement. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes and cancels all previous agreements, negotiations, and commitments in writings between the Parties hereto with respect to the subject matter hereof.
Clause type: indemnification
To the fullest extent permitted by law, Company agrees to protect, reimburse, indemnify and hold Authority, its agents, Board members, employees, and officers free and harmless from and against any and all liabilities, claims, expenses, losses, costs, fines, and damages (including but not limited to attorney’s fees and court costs) and causes of action of every kind and character arising out of, resulting from, incident to, or in connection with Company’s presence on or use or occupancy of the Airport; Company’s acts, omissions, negligence, activities, operations, professional negligence, or malpractice; Company’s performance, non-performance or purported performance of this Agreement; or any breach by Company of the terms of this Agreement, or any such acts, omissions, negligence, activities, operations, professional negligence, or malpractice of Company’s officers, employees, agents, subcontractors, invitees, or any other person directly or indirectly employed or utilized by Company, that results in any bodily injury (including death) or any damage to any property, including loss of use, incurred or sustained by any party hereto, any agent or employee of any party hereto, any other person whomsoever, or any governmental agency, regardless of whether or not it is caused in whole or in part by the negligence of a party indemnified hereunder. In addition to the duty to indemnify and hold harmless, Company will have the duty to defend Authority, its agents, Board members, employees, and officers from all liabilities, claims, expenses, losses, costs, fines, and damages (including but not limited to attorney’s fees and court costs) and causes of action of every kind and character. The duty to defend under this Article is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of Company, Authority, and any indemnified party. The duty to defend arises immediately upon written presentation of a claim to Company. Company recognizes the broad nature of these indemnification, hold harmless, and duty to defend clauses, and voluntarily makes this covenant and expressly acknowledges the receipt of $10.00 and such other good and valuable consideration provided by Authority in support of this indemnification in accordance with the laws of the State of Florida. This Article shall survive the termination of this Agreement. Compliance with insurance requirements under this Agreement shall not relieve Company o...
Clause type: headings
The captions contained in this Contract are for convenience only and shall not be considered in the construction or interpretation of any provision hereof.
Clause type: assignment
This Agreement, and Executive’s rights and obligations hereunder, may not be assigned by Executive. Employer may assign this Agreement and its rights, together with its obligations, as stated in Section 6.6 hereunder in connection with any sale, transfer or other disposition of all or substantially all of its assets or business, whether by merger, consolidation or otherwise.
Clause type: compensation
 Except as set forth in this Section 3.7.2, the Company shall not pay any of its officers, directors or Initial Shareholders or any of their affiliates any fees or compensation from the Company, for services rendered to the Company prior to, or in connection with, this Offering or the consummation of a Business Combination; provided that the officers, directors and the Initial Shareholder shall be entitled to reimbursement from the Company for their out-of-pocket expenses incurred on the Company’s behalf, which includes any loans and advances made to the Company prior to the Closing.
Clause type: loans
 Collectively, the Revolving Credit Loans and the Tranche B Term Loan and for purposes of §15 only, any new loan provided to the Borrower in accordance with the terms and conditions set forth in such §15.
Clause type: compensation
 The compensation of all officers of the Corporation shall be fixed by the Board of Directors.
Clause type: taxes
 Borrower shall make, and shall cause each Subsidiary to make, due and timely payment or deposit of all material federal, state, and local taxes, assessments, or contributions required of it by law, and will execute and deliver to Bank, on demand, appropriate certificates attesting to the payment or deposit thereof; and Borrower will make, and will cause each Subsidiary to make, timely payment or deposit of all material tax payments and withholding taxes required of it by applicable laws, including, but not limited to, those laws concerning F.I.C.A., F.U.T.A., state disability, and local, state, and federal income taxes, and will, upon request, furnish Bank with proof satisfactory to Bank indicating that Borrower or a Subsidiary has made such payments or deposits; provided that Borrower or a Subsidiary need not make any payment if the amount or validity of such payment is contested in good faith by appropriate proceedings and is reserved against (to the extent required by GAAP) by Borrower.
Clause type: ownership_of_shares
 Schedule I hereto correctly sets forth the number of shares of CCB Stock owned by the Director or with respect to which such Director has sole or shared voting power, and the Director has good and marketable title to all such shares of CCB Stock free and clear of any liens, security interests, charges or other encumbrances of any kind of nature, except as set forth on Schedule I.
Clause type: termination
Upon the payment and performance in full of all of the indebtedness, liabilities and obligations under this Agreement and the Notes of any Designated Subsidiary then, so long as at the time no Notice of Revolving Credit Borrowing or Notice of Competitive Bid Borrowing in respect of such Designated Subsidiary is outstanding, such Subsidiary's status as a "Designated Subsidiary" shall terminate upon notice to such effect from the Agent to the Lenders (which notice the Agent shall give promptly upon its receipt of a request therefor from the Company). Thereafter, the Lenders shall be under no further obligation to make any Advance hereunder to such Designated Subsidiary.
Clause type: conversion_of_shares
 At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subsidiary, the Company or the holders of any of the following securities:
Clause type: now
THEREFORE in consideration of the foregoing and the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Clause type: confidentiality
From and after the Closing Date, Seller shall, and shall cause its Affiliates and their respective Representatives to, keep confidential and not disclose any information relating to the Business (whether in the possession of Seller, any Affiliate of Seller or such Representatives at the time of the Closing or subsequently obtained by Seller, any Affiliate of Seller or any such Representative from Buyer pursuant to this Agreement or any Related Document) (“Restricted Information”), and shall not directly or indirectly use such Restricted Information for any purpose, except as and to the extent permitted by the terms of this Agreement or any Related Document. The obligation to keep such Restricted Information confidential shall continue indefinitely from the Closing Date and shall not apply to any information which (i) is in the public domain, (ii) is published or otherwise becomes part of the public domain through no fault of Seller, any of its Affiliates or any of their Representatives or (iii) becomes available to Seller, any of its Affiliates or any of their Representatives on a non-confidential basis from a source that did not acquire such information (directly or indirectly) from Seller or Buyer on a confidential basis. Notwithstanding the foregoing, Seller may make disclosures required by law; provided, that Seller, to the extent practicable, shall provide Buyer with prompt notice thereof so that Buyer may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 6.1(d). In the event that such protective order or other remedy is not obtained or Buyer waives compliance with the provisions of this Section 6.1(d), Seller shall, or shall cause the Person required to disclose such Restricted Information to, furnish only that portion of the information that such Person is advised by an opinion of Seller’s counsel is legally required, and, to the extent practicable, Seller shall exercise its reasonable best efforts to obtain reliable assurance that confidential treatment is accorded the Restricted Information so furnished.
Clause type: miscellaneous
(a) This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without reference to principles of conflict of laws.
Clause type: investment-company-act
 Neither the Borrower nor any of its Subsidiaries is subject to regulation under the Investment Company Act of 1940, as amended from time to time (the “Investment Company Act”). Neither the Borrower nor any of its Subsidiaries is subject to regulation under any other federal or state statute or rule that may limit its ability to incur Indebtedness under this Agreement or that may otherwise render all or any portion of the Secured Obligations unenforceable, or to the extent that the Borrower or any of its Subsidiaries is subject to such regulation, it has obtained all authorizations necessary for the incurrence of Indebtedness under this Agreement and as necessary to ensure that the Secured Obligations hereunder will not be rendered unenforceable by reason of such regulation. Neither the Borrower nor any of its Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company”, as such terms are defined in the Investment Company Act.