bhaskrr/legal-clauses huggingface dataset:
Clause type: taxes
 (a) All payments made by the Company hereunder will be, except as provided in subsection 2.17(b), made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any Governmental Authority or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income or profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, the Company agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein. The Company will furnish to the Administrative Agent as soon as practicable after the date the payment of any Taxes is due pursuant to applicable law certified copies (to the extent reasonably available and required by law) of tax receipts evidencing such payment by the Company. The Company agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender.
Clause type: base-salary
 During the Term, the Company shall pay Executive an annualized base salary of $1,000,000.00 (the “Base Salary”), payable in equal biweekly installments or in accordance with the Company’s payroll practice as in effect from time to time. For all purposes under this Agreement, the term “Base Salary” shall refer to Base Salary as in effect from time to time.
Clause type: payment
 5.4.1 Amounts payable under this Agreement are due and payable within thirty (30) calendar Days after the date of invoice, or within twenty (20) calendar Days after receipt of the invoice, whichever is later (payment Due Date). If the payment Due Date is not a business day, the payment shall be due the next business day.
Clause type: ownership_of_shares
 (a) The Stockholders are the beneficial owners and the owners of record of the Subject Shares, free and clear of any Lien, (b) the Stockholders do not own, beneficially or of record, any shares of capital stock of Alberto-Culver or securities convertible into or exchangeable for shares of capital stock of Alberto-Culver, other than the Subject Shares, compensatory options and certain shares held by employee benefit plans, (c) the Stockholders have the sole right and power to vote and dispose of the Subject Shares, (d) except for the Transaction Agreements (i) there are no Contracts or arrangements of any kind, contingent or otherwise, obligating Stockholders to Transfer, or cause to be Transferred, any of the Subject Shares or to acquire, or cause to be acquired, any equity interests in Alberto-Culver (prior to the Closing) or New Sally (after the Closing), and (ii) no Person has any contractual or other right or obligation to purchase or otherwise acquire any Subject Shares, in each case other than Permitted Transfers and other Transfers that may occur after the Termination Time pursuant to the trust instruments of Stockholders that are trusts, and (iii) except with respect to Permitted Transfers, none of the Stockholders is currently party to any agreement, understanding or arrangement within the meaning of Treasury Regulation §1.355-7(h)(1) with respect to any such Transfer or acquisition and (e) none of the Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of any of such Subject Shares, except for this Agreement and the organizational documents or trust instruments of the Stockholders.
Clause type: representations
and Warranties. 6.1. The Trust represents that it believes, in good faith, that each Portfolio is currently qualified as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") and that it will make every effort to maintain such qualification of the Trust and that it will notify the Company immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future.
Clause type: dividends
 Dividends are payable on the Series A Preferred Stock as follows:
Clause type: esop
 Prior to or at the Initial Closing, the Company has duly adopted, an amended and restated 2018 equity incentive plan (“2018 ESOP Plan”), whereby (i) at least 13,550,805 Ordinary Shares shall remain to be reserved for issuance pursuant to the 2018 ESOP Plan; and (ii) if the Company successfully list on an internationally recognized securities exchange for a Qualified Public Offering by December 31, 2019, an additional 1,446,875 Ordinary Shares shall be reserved for issuance under its 2018 ESOP Plan.
Clause type: headings
Headings are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
Clause type: compensation
 The maximum amount payable under this agreement shall not exceed $7,440.00 unless this agreement is amended in accordance Article 10, Amendments. The Provider shall submit periodic requests for reimbursement using forms acceptable to the State. Such requests will be made for work performed by the Provider. Compensation will be made in accordance with the rates established in Attachment B, Work Location and Costs. The Provider hereby assigns all payments due it by the State to TIBH. The State shall make payment directly to TIBH on behalf of the Provider. No liability shall attach to the State by the Provider’s assignment to TIBH. TIBH shall compensate the Provider in a timely manner commensurate with receipt of payment from the State.
Clause type: capitalization
 As of the date hereof (and without giving effect to the sale of the Purchased Shares hereunder or the other matters referred to in Section 4(e)(vii) hereof), the authorized capital stock of the Corporation consists of 30,000,000 shares of Common Stock, of which 10,877,982 shares of Common Stock are duly and validly issued and outstanding; 800,000 shares of Class A Preferred Stock, no shares of which are issued or outstanding; and 2,000,000 shares of Class B Preferred Stock, of which the following are authorized, and duly and validly issued and outstanding: 100,000 shares of Class B Convertible Redeemable Preferred Stock, Series 1997 authorized, no shares of which are issued and outstanding, 4,000 shares of Class B Redeemable Preferred Stock, Series 1997-A authorized, of which 4,000 shares are duly and validly issued and outstanding (the "Preferred Stock 1997-A"), 152,321 shares of Class B Convertible Preferred Stock, Series C authorized, of which 142,486 shares are duly and validly issued and outstanding, and 100,000 shares of Class B Convertible Preferred Stock, Series 1996 authorized, of which 100,000 shares are duly and validly issued and outstanding, and all such shares are fully paid and nonassessable. All outstanding shares of the Corporation's capital stock have been issued in compliance with all federal and state securities laws, and were not issued in violation of or subject to any pre-emptive rights or other rights to subscribe for or purchase securities of the Corporation. When issued in accordance with this Agreement, the Purchased Shares will be duly and validly issued, fully paid and non-assessable. The issuance and sale of the Purchased Shares is not subject to the pre-emptive or other similar rights of the stockholders of the Corporation or any liens or encumbrances.
Clause type: investment-company-act
 Parent is not, and will not be after the Closing Date, an “investment company” or a person directly or indirectly “controlled” by or acting on behalf of an “investment company”, in each case within the meaning of the Investment Company Act of 1940, as amended.
Clause type: interest
 Subject to Section 2.8 below, Company shall pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal shall be paid in full, at the following rates:
Clause type: taxes
 The Borrower and the Bank have filed or caused to be filed all tax returns (including, without limitation, those relating to Federal and state income taxes) required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against either of them (other than those being contested in good faith by appropriate proceedings for which adequate reserves have been provided on its books). No tax liens have been filed against the property or assets of the Borrower or the Bank, and no claims are being asserted with respect to such taxes which, if adversely determined, would have a material adverse effect upon the financial condition, business or operations of the Borrower or the Bank.
Clause type: financing
 Parent and Sub have delivered to the Company a true and complete copy of a letter of commitment obtained by Parent from Wasserstein Perella & Co., Inc. with respect to the debt financing for the transactions contemplated hereby (the "Financing Commitment"). An executed copy of the Financing Commitment is attached hereto as Schedule 4.2(e). Assuming that the financing contemplated by the Financing Commitment is consummated in accordance with the terms thereof, the funds to be borrowed and/or provided thereunder, together with Parent's available cash, will provide sufficient funds to pay the Offer Price upon consummation of the Offer, the Merger Consideration, the refinancing of all indebtedness for borrowed money of the Company which is required to be refinanced pursuant to the terms of such indebtedness in connection with the Offer or the Merger, and all related fees and expenses. As of the date of this Agreement, Parent is not aware of any facts or circumstances that create a reasonable basis for Parent to believe that Parent will not be able to obtain financing in accordance with the terms of the Financing Commitment. Parent agrees to promptly notify the Company if the statements in the immediately preceding sentence are no longer true and correct.
Clause type: confidentiality
(a) Subject to Section 7.15(c), during the Term and for a period of three
Clause type: board
 The governing body of the Authority shall be a Board of Directors (“Board”) consisting of one director for each Party appointed in accordance with Section 4.2.
Clause type: esop
 The amendment to the ESOP, to increase the amount of the reserved shares thereunder, shall be duly approved by the shareholders’ resolutions of the Company.
Clause type: headings
Section and paragraph headings and the table of contents are inserted for ease of reference only and shall not affect construction.
Clause type: base-salary
 In consideration of the services to be rendered under this Agreement, while employed by the Company, Company shall pay Executive an initial base salary at the rate of Three Hundred Thirty Thousand Dollars ($330,000) per year, less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions, payable in regular periodic payments in accordance with Company payroll policy. Such salary shall be prorated for any partial month of employment on the basis of a 30-day fiscal month. Such base salary shall be subject to annual review by the compensation committee of the Board of Directors (the “Compensation Committee”), with the first such review to occur during the first calendar year following the date of this Agreement.
Clause type: compensation
 As compensation for services rendered by Employee hereunder, Employee shall receive:
Clause type: taxes
 (a) The Company and its Subsidiaries have (i) duly and timely filed (or there has been filed on their behalf) with the appropriate governmental authorities all Tax Returns (as defined in Section 3.11(e)) required to be filed by them on or prior to the date hereof, other than those Tax Returns the failure of which to file would not, either individually or in the aggregate, have a Company MAE, and such Tax Returns are true, correct and complete in all material respects, and (ii) duly and timely paid in full or made provision in accordance with generally accepted accounting principles (or there has been paid or provision has been made on their behalf) for the payment of all Taxes (as defined in Section 3.11(e)) shown to be due on such Tax Returns.
Clause type: now
THEREFORE in consideration of the premises and the mutual agreements and covenants hereinafter set forth, the Purchaser and the Seller hereby agree as follows:
Clause type: capitalization
 The Company has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Information and the Prospectus under the heading “Capitalization.”
Clause type: definitions
Capitalized terms used in this Agreement shall have the meanings set forth below:
Clause type: definitions
For the purpose of this Agreement, the following terms shall have the meanings specified below:
Clause type: investments
 The Trustees shall have power, subject to the Fundamental Policies in effect from time to time with respect to the Trust, and except to the extent otherwise delegated to the Investment Adviser, to:
Clause type: vesting
 Subject to the provisions of the Plan and the Participant’s continued employment with the Company, the SARs shall vest as to fifty percent of all Shares subject to the SARs on the second anniversary of the Grant Date and the remaining Shares subject to the SARs on the third anniversary of the Grant Date. No accelerated vesting shall occur except as provided in the Plan, as determined by the Committee or as described in Section 10, 11 or 13 of this SAR Agreement.
Clause type: board
 The board of directors (hereinafter referred to as the "board"), shall have power to manage and administer the business and affairs of the Association. All authorized corporate powers of the Association shall be vested in and may be exercised by the board.
Clause type: miscellaneous
Except as otherwise provided in Sections 5, 11 and 12 hereof, notice given pursuant to any provision of this Agreement shall be in writing and shall be delivered (a) if to the Fund, the Adviser or the Sub-Adviser, c/o Neuberger Berman LLC, 605 Third Avenue, New York, New York 10158; Attention: Ellen Metzger, Esq., with a copy to Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue, N.W., Washington, D.C. 20036, Attention Art Delibert (b) if to you, as Representative of the Underwriters, at the office of A.G. Edwards & Sons, Inc., One North Jefferson Avenue, St. Louis, Missouri 63103, Attention: Douglas Rubenstein, with a copy to Skadden, Arps, Slate, Meagher & Flom (Illinois), 333 West Wacker Drive, Chicago, Illinois 60606, Attention: Thomas A. Hale, Esq. This Agreement has been and is made solely for the benefit of the several Underwriters, the Fund, the Adviser, the Sub-Adviser, their directors, officers, managers, members and the other controlling persons referred to in Section 9 hereof and their respective successors and assigns, to the extent provided herein and no other person shall acquire or have any right under or by virtue of this Agreement. Neither the term "successor" nor the term "successors and assigns" as used in this Agreement shall include a purchaser from any Underwriter of any of the Shares in his status as such purchaser.
Clause type: termination
The employment of the Executive by the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following:
Clause type: counterparts
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.
Clause type: miscellaneous
This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of Wisconsin. If any provisions of this Agreement are or shall come into conflict with the laws or regulations of any jurisdiction or any governmental entity having jurisdiction over the parties or this Agreement, those provisions shall be deemed automatically deleted, if such deletion is allowed by relevant law, and the remaining terms and conditions of this Agreement shall remain in full force and effect. If such a deletion is not so allowed or if such a deletion leaves terms thereby made clearly illogical or inappropriate in effect, the parties agree to substitute new terms as similar in effect to the present terms of this Agreement as may be allowed under the applicable laws and regulations. The parties hereto are independent contractors and not joint venturers or partners.
Clause type: capitalization
 The capitalization of the Company as of the date hereof is set forth on Schedule 2(c), including the authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company's stock option plans, the number of shares issuable and reserved for issuance pursuant to securities exercisable for, or convertible into or exchangeable for any shares of capital stock. All of such outstanding shares of the Company's capital stock have been, or upon issuance will be, validly issued, fully paid and nonassessable. Except as set forth on Schedule 2(c), no shares of capital stock of the Company (including the Shares) are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances. Except for the Shares and as disclosed in Schedule 2(c), as of the date of this Agreement, (i) there are no outstanding securities, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever to which the Company is a party relating to the issuance by the Company of securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the Company, or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, and (ii) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act.
Clause type: definitions
Any term that is given a special meaning by any provision in this Lease shall, unless otherwise specifically stated, have such meaning wherever used in this Lease or in any Addenda or amendment hereto. In addition to the terms defined in Article 1, the following terms shall have the following meanings:
Clause type: investment-company-act
 No Loan Party is an “investment company”, or a company “controlled” by an “investment company”, registered or required to be registered as such under the Investment Company Act of 1940, as amended.
Clause type: entire
Agreement. This Agreement, together with the Disclosure Schedules, Exhibits, certificates and Transaction Documents contemplated hereby, embodies the entire understanding and agreement of the County and the Buyer with respect to the subject matter of this Agreement and merges and supersedes all prior representations, agreements, and understandings, whether oral or written, between the County and the Buyer with respect to the subject matter hereof, including, without limitation, any and all written or oral statement or representations by any official, employee, agent, attorney, consultant, or independent contractor of the County or the Buyer. Notwithstanding anything in this Agreement to the contrary, nothing in this Section 12.12 shall limit or affect, or be construed to limit or affect, the Franchise Agreement in any manner.
Clause type: investment-company-act
 Neither Borrower nor any other Loan Party is an “investment company” or a company “controlled” by an “investment company” or a “subsidiary” of an “investment company”, within the meaning of the Investment Company Act of 1940.
Clause type: ownership_of_shares
 (i) Stockholder is the record holder and beneficial owner of the number of shares of the common stock of the Company, par value $.01 per share (the "Company Common Stock"), set forth opposite Stockholder's name on Schedule A hereto (the "Existing Shares", and together with any shares of Company Common Stock acquired by Stockholder after the date hereof and prior to the termination hereof, whether upon exercise of options or warrants, conversion of convertible securities, purchase, exchange or otherwise, the "Shares").
Clause type: confidentiality
(a) The Borrower agrees that it shall (i) keep this Agreement, the Control Agreement, the Fee Letter, the Letter Agreement, the proposal relating to the structure of the facility contemplated by this Agreement, (the "Facility"), any analyses, computer models, information or document prepared by the Program Agent or any of its Affiliates in connection with the Facility, the Program Agent's or any of its Affiliate's written reports to the Borrower, the Adviser or any of their respective Affiliates and any related written information (collectively, the "Product Information") confidential and to disclose Product Information only to those of its officers, employees, agents, accountants, regulators, financial advisors, trustees, directors, legal counsel and other representatives (collectively, the "Borrower Representatives") who may have a need to know or review such Product Information for the purpose of assisting in the negotiation, evaluation, completion and administration of the Facility; (ii) use the Product Information only in connection with the Facility and not for any other purpose; and (iii) cause the Borrower Representatives to comply with the provisions of this Section 9.09 and to be responsible for any failure of any Borrower Representative to so comply. The Borrower shall not disclose Product Information to any third-party for the purpose of enabling such third-party to provide senior debt to the Borrower. The provisions of this Section 9.09(a) shall not apply to any Product Information that is a matter of general public knowledge or that has heretofore been made available to the public by any Person other than the Borrower, the Adviser, any of their respective Affiliates or any Borrower Representative or that is required to be disclosed by applicable law or regulation or is requested by any Authority with jurisdiction over the Borrower, the Adviser, any Borrower Representative or any of their respective Affiliates, it being understood that any such disclosure or filing shall not relieve the Borrower, the Adviser, any of their respective Affiliates or any Borrower Representative of any of its obligations under this Section 9.09(a). Each of the Borrower and the Adviser agree that if any Product Information is required by applicable law or regulation to be included by it in any filing with the SEC or any other Authority it shall, in consultation with the Program Agent, use its reasonable best efforts to "black-out" all information which is not necess...
Clause type: base-salary
 During the Period of Employment, the Company shall pay Executive a per annum base salary as set forth in Exhibit A (as adjusted from time to time by the Board, the “Base Salary”) payable in accordance with the standard policies of the Company. Executive’s Base Salary shall be subject to annual review by the Board; provided, however, that the level of such Base Salary shall not be subject to reduction unless consented to in writing by Executive.
Clause type: capitalization
 Wellstone's authorized capital stock consists of 100,000,000 shares of common stock, $.0001 par value, of which 5,000,000 shares are issued and outstanding, and 20,000,000 shares of non-designated preferred stock of which no shares are designated or issued.