bhaskrr/legal-clauses huggingface dataset:
Clause type: financing
 The construction and/or operation of the Hotel may not be financed by a public offering of any right, title or interest in the Hotel, the property upon which it is built or the receipts from its operation without the prior review and approval of the applicable documentation by Licensor. Licensee shall submit a non-refundable $25,000 fee with said documentation.
Clause type: esop
 (a) As of the Closing Date and at all times thereafter, the ESOP has been in compliance in all material respects with applicable provisions of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder, and the ESOT has been duly organized and is a validly existing trust. Except as set forth on Schedule 4.29(a), each of the ESOP Plan Documents is in full force and effect and no term or condition thereof has been amended, modified or waived from the terms and conditions contained in the ESOP Plan Documents delivered to Administrative Agent without the consent of the Requisite Lenders (which consent shall not be unreasonably withheld), except to the extent such amendment, modification or waiver could not reasonably be anticipated to have a Material Adverse Effect. As of the Closing Date and at all times thereafter, the ESOT has performed and complied with all the material terms, provisions, agreements and conditions set forth therein and required to be performed or complied with by the ESOT, and no unmatured default, default or breach of any covenant by any such party exists thereunder.
Clause type: headings
The Section headings in this Agreement are for convenience of reference only and are not intended to be a part of this Agreement or to affect the meaning or interpretation of this Agreement.
Clause type: grant
 The Option Holder is hereby granted an option (the "Option") to purchase Shares (the "Option Shares") pursuant to the Plan, the terms of which are incorporated herein by reference. The Option is granted as of (the "Date of Grant") and such grant is subject to the terms and conditions herein and the terms and conditions of the applicable provisions of the Plan. This Option shall not be treated as an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended. In the event of any conflict between this Agreement and the Plan, the Plan shall control.
Clause type: investment-company-act
 The Company is not a "registered investment company" within the meaning of the Investment Act of 1940, as amended.
Clause type: whereas
pursuant to Section 164.05 of the Revised Code, the Director of the OPWC is empowered to (i)enter into agreements with Local Subdivisions to provide loans, grants, and local debt support and credit enhancements for Capital Improvement Projects (as hereinafter defined); and (ii) authorize payments to Local Subdivisions or their Contractors (as hereinafter defined) for costs incurred for Capital Improvement Projects which have been approved by the Director;
Clause type: miscellaneous
This Amendment shall be effective as of the date first above written upon its execution and delivery by each of the parties hereto. The Services Agreement, as amended by this Amendment with respect to Accounts that are not investment companies registered under the 1940 Act, shall remain in full force and effect. The Services Agreement also shall remain in full force and effect without amendment with respect to Accounts that are investment companies under the 1940 Act. This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. This Amendment may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Amendment and all of which, when taken together, will be deemed to constitute one and the same agreement.
Clause type: whereas
it is intended that, for federal income tax purposes, the Merger shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the "Code");
Clause type: taxes
 Pay and discharge all taxes, assessments, and governmental charges upon it, its incomes, and its properties prior to the date on which penalties are attached thereto, unless and to the extent only that such taxes shall be contested in good faith and by appropriate proceedings by the Borrower or Guarantor, as applicable.
Clause type: counterparts
This Agreement may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.
Clause type: compensation
 The Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered by it hereunder. The Escrow Agent shall also be entitled to reimbursement from the Company for all expenses paid or incurred by it in the administration of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and all taxes or other governmental charges.
Clause type: investments
 Neither the Company nor any of its Subsidiaries shall make any Investments, except for:
Clause type: now
THEREFORE in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows:
Clause type: miscellaneous
(a) This Agreement shall be construed and enforced in accordance with the laws of the State of Nevada.
Clause type: loans
 12 2.03. Competitive Bid Procedure . . . . . . . . . . . . . . . . . . . 13 2.04. Standard Borrowing Procedure. . . . . . . . . . . . . . . . . . 15 2.05. Refinancings. . . . . . . . . . . . . . . . . . . . . . . . . . 16 2.06. Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 2.07. Repayment of Loans; Evidence of Debt; Conversion and Continuation of Standard Borrowings . . . . . . . . . . . . . . 17 2.08. Interest on Loans . . . . . . . . . . . . . . . . . . . . . . . 20 2.09. Default Interest. . . . . . . . . . . . . . . . . . . . . . . . 21 2.10. Unavailability of LIBO Rate and CD Rate Quotations. . . . . . . 21 2.11.
Clause type: interest
 Payments which are due and unpaid by Owner to Design-Builder, whether progress payments or Final Payment, shall bear interest commencing five (5) Days after payment is due at the rate of eighteen percent (18%) per annum, or the maximum rate allowed by Law.
Clause type: notices
All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered, or mailed by registered or certified mail, return receipt requested:
Clause type: definitions
For purposes of this Agreement, unless the context clearly indicates otherwise, the following terms shall have the following meanings:
Clause type: vesting
 All of the Award Shares are nonvested and forfeitable as of the Grant Date. So long as your Service with the Company is continuous from the Grant Date through the applicable date upon which vesting occurs, the Award Shares will vest and become nonforfeitable immediately prior to the first to occur of the following:
Clause type: interest
 (a) All interest earned on Grant Funds held by a Grantee shall be treated in accordance with 2 CFR 200.305(b)(9), unless otherwise provided in PART TWO or PART THREE. Any amount due shall be remitted annually in accordance with 2 CFR 200.305(b)(9) or to the Grantor, as applicable.
Clause type: now
THEREFORE in consideration of the foregoing and the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties hereby agree as follows:
Clause type: compensation
 (a) As compensation for the employment services to be rendered by Executive hereunder, the Company agrees to pay to Executive, and Executive agrees to accept, payable in equal bi-weekly installments in accordance with Company practice, an annual base salary of Two Hundred Seventeen Thousand Five Hundred Dollars and 00/100 Cents ($217,500.00).
Clause type: investment-company-act
 The Pledgor is not an “investment company” as defined in, or subject to regulation as an “investment company” under, the Investment Company Act of 1940, as amended.
Clause type: termination
This Agreement and all Ancillary Agreements may be terminated at any time prior to the IPO Closing Date by and in the sole discretion of Cadence without the approval or consent of Tality. This Agreement may be terminated at any time after the IPO Closing Date by mutual consent of Cadence and Tality. In the event of termination pursuant to this Section 5.4, no party shall have any liability of any kind to the other party.
Clause type: notices
All notices of communication required or permitted hereunder shall be in writing and may be given by depositing the same in United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, or by delivering the same in person to an officer or agent of such party.
Clause type: definitions
Adverse System Impact shall mean the negative effects due to technical or operational limits on conductors or equipment being exceeded that may compromise the safety and reliability of the electric system. Affected System shall mean an electric system other than the CAISO Controlled Grid that may be affected by the proposed interconnection, including the Participating TO’s electric system that is not part of the CAISO Controlled Grid. Affiliate shall mean, with respect to a corporation, partnership or other entity, each such other corporation, partnership or other entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such corporation, partnership or other entity.
Clause type: assignment
This Agreement and the rights and duties hereunder shall not be assignable by either of the parties hereto except by the specific written consent of the other party. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns.
Clause type: headings
Section, subsection and paragraph headings are for convenience of reference only and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreement.
Clause type: headings
Section and paragraph headings are inserted for ease of reference only and shall not affect construction.
Clause type: compensation
 For the services provided and the expenses borne by the Subadviser pursuant to this Agreement, the Investment Adviser will pay to the Subadviser a fee in accordance with Exhibit A attached to this Agreement. This fee will be computed by the Investment Adviser and accrued daily and payable monthly. The fees for any month during which this Agreement is in effect for less than the entire month shall be pro-rated based on the number of days during such month that the Agreement was in effect.
Clause type: base-salary
 During the period of Executive’s employment under this Agreement, the Company shall pay Executive an annual base salary (“Annual Base Salary”) at an annual rate equal to not less than Three Hundred and Thirty Thousand and No/100 Dollars ($330,000.00), which shall be reviewed annually by the Board or the Compensation Committee of the Board. Consistent with the Executive’s arrangement prior to the date of this Agreement, Executive is hereby waiving and voluntarily relinquishing the right to receive payments under Section 4(a) of this Agreement to the extent resulting from the CPI Increase to Executive’s Annual Base Salary (the “Salary Relinquishment”), until such date as Executive, in his discretion, requests that such relinquishment ceases and that current payments under Section 4(a) of this Agreement reflecting the CPI Increase be given effect on a going-forward basis (the time period during which the Salary Relinquishment occurs is the “Salary Relinquishment Period”). Notwithstanding the immediately preceding sentence, the CPI Increase in Executive’s Annual Base Salary will be given effect (by treatment as if it had been paid as part of the Annual Base Salary from and after April 1, 2008) for purposes of determining (i) any payments to Executive in connection with a Qualifying Termination within four months prior to a Change in Control or one year following a Change in Control pursuant to Section 5(a)(B) of this Agreement (in such case, Annual Base Salary shall be deemed to include the CPI Increase for all purposes of Section 5(a)(B)), and (ii) base salary as used in the calculation of annual short term incentive plan target bonus, and minimum potential bonus, pursuant to Section 4(b) of this Agreement. Executive shall be paid in accordance with the standard practices for other senior corporate executives of the Company.
Clause type: definitions
As used in this agreement, the following terms have the following respective meanings:
Clause type: interest
 (a) The Loans comprising each Federal Funds Rate Borrowing shall bear interest at the Federal Funds Rate plus the Applicable Rate.
Clause type: loans
 Loans made by the Bank shall be in one of the following forms:
Clause type: governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to conflict of law principles thereunder.
Clause type: investments
 The Company will not, and will not permit any Subsidiary to, and cause such Subsidiary not to, make any loan or advance to any Person or entity, or purchase or otherwise acquire any capital stock, assets, obligations, or other securities of, make any capital contribution to, or otherwise invest in or acquire any interest in any Person or entity, except direct obligations of the United States or any agency thereof, bonds, and certificates of deposit in commercial or savings banks of recognized standing.
Clause type: ownership_of_shares
 Each Vendor has good and valid title to the Sale Shares set forth opposite his or its name on Schedule I, free and clear of any lien, charge, encumbrance, security interest, voting agreement, voting trust, voting or transfer restriction, right of first refusal, proxy, claim or right of others of whatever nature (a "LIEN"), and at closing of any sale of such Sale Shares by a Vendor, such Vendor will deliver to the Purchaser good and valid title to all of the Sale Shares beneficially owned by such Vendor as set forth on Schedule I hereto, free and clear of any Liens. No person or entity other than such Vendor has any power or right, whether or not shared with any other person or entity, to dispose of or direct the disposition of any of the Sale Shares or to vote or direct the voting of any of the Sale Shares held by such Vendor as set forth on Schedule I hereto.
Clause type: loans
 Make loans or advances of money to or investments in any Person, or (except in the ordinary course of business and on fair and reasonable terms) engage in any transaction with a subsidiary or affiliate.
Clause type: investment_company
 The Company shall not invest or otherwise use the proceeds earned by the Company from its sale of the Offered Securities, and the Company and its subsidiaries will conduct its affairs, in such a manner so as to ensure that neither the Company nor any of its subsidiaries will be required to register as an “investment company” or an entity “controlled” by an investment company within the meaning of the Investment Company Act.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, regardless of whether delivered in physical or electronic form, but all of such counterparts shall together constitute but one and the same instrument.
Clause type: representations
and Warranties. The Company represents and warrants to the Bank that:
Clause type: investments
 While the Proceeds are held in escrow, the Escrow Agent shall only invest escrowed Proceeds in investments that are authorized by the Public Funds Investment Act, Texas Government Code, Chapter 2256 (PFIA). It is the County’s responsibility to direct the Escrow Agent to invest all public funds in a manner that is consistent not only with the PFIA but also with its own written investment policy.
Clause type: loans
 Subject to and upon the terms and conditions herein set forth, each Lender severally agrees, at any time and from time to time on and after the Effective Date and prior to the Commitment Expiration Date, to make a loan or loans (each, a “Loan” and, collectively, the “Loans”) to the Company, which Loans (i) may be made and maintained only in Dollars; (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iii) except as hereinafter provided, may, at the option of the Company, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans, provided that all Loans made as part of the same Borrowing shall, unless otherwise specified herein, consist of Loans of the same Type; and (iv) shall not be made (and shall not be required to be made) by any Lender if the making of same would cause the aggregate Credit Exposures of all Lenders taken together (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed the Total Commitment as then in effect.
Clause type: investments
 To invest and reinvest cash and other property, including, without implied limitation, to invest any and all of the assets of the Trust in the securities of one or more open-end management investment companies, and to hold cash or other property uninvested without in any event being bound or limited by any present or future law or custom in regard to investments by trustees;
Clause type: headings
The captions to the several Articles and Sections hereof are not a part of this Agreement, but are merely guides or labels to assist in locating and reading the several Articles and Sections hereof.
Clause type: now
THEREFORE in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Clause type: loans
 SECTION 3.01. Loans....................................................................24 SECTION 3.02. Conversion of Loans......................................................25 SECTION 3.03. Interest Periods.........................................................26 SECTION 3.04. Other Terms Relating to the Making and Conversion of Loans...............26 SECTION 3.05. Repayment of Loans; Interest.............................................28
Clause type: grant
 Subject to the terms and conditions of this Agreement and the Plan, the Company hereby grants to Participant a Non-Qualified Stock Option to purchase all or any part of the Shares set forth on the signature page hereof, at the exercise price set forth on the signature page hereof.
Clause type: vesting
 (a) Subject to the provisions of Sections 3(b) and 3(c) hereof, the RSUs subject to this Award shall become vested as follows, provided that the Participant has not incurred a Termination prior to each such vesting date: [—] [—] [—] [—] [—] [—] [—] [—] There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date, subject to the Participant’s continued service with the Company or any of its Subsidiaries on each applicable vesting date.
Clause type: investment-company-act
 None of Aerial or its Subsidiaries is, or will become as a result of the Closing, an "investment company" within the meaning of the Investment Company Act of 1940, as amended.
Clause type: investments
 Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly make or own any Investment except:
Clause type: payment
 In any event, Nathan's shall pay to Lorber or pay on his behalf the Excise Tax Gross-up as computed by the accounting firm initially selected by Nathan's by the time any taxes payable by him as a result of the Parachute Payments become due, with Lorber agreeing to return the excess amount of such payment over the final computation rendered from the process described in Section 15(b). Lorber and Nathan's shall provide the accounting firms with all information that any of them reasonably deems necessary in order to compute the Excise Tax Gross-up. The cost and expenses of all the accounting firms retained to perform the computations described above shall be borne by Nathan's. In the event that the Internal Revenue Service ("IRS") or the accounting firm computing the Excise Tax Gross-up finally determines that the amount of excise taxes thereon initially paid was insufficient to discharge Lorber's excise tax liability, Nathan's shall make additional payments to him as may be necessary to reimburse him for discharging the full liability. Lorber shall apply to the IRS for a refund of any excise taxes paid and remit to Nathan's the amount of any such refund that he receives. Nathan's shall reimburse Lorber for his expenses in seeking a refund of excise taxes and for any interest and penalties imposed on excise taxes that he is required to pay.
Clause type: definitions
Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement, as amended hereby.
Clause type: investments
 The primary purpose of the Plan is to invest in and hold Employer Stock for the benefit of Participants and beneficiaries. Therefore, upon the written direction of the Administrator, the Trustee shall invest and retain all or any portion of the Trust Fund in Employer Stock. Employer Stock may be purchased or otherwise acquired from the Employer, Participants, other holders of outstanding Employer Stock, or as newly issued Employer Stock. All purchases of Employer Stock shall be made at prices which, in the best judgment of the Administrator, do not exceed the fair market value of such shares of Employer Stock. The Trustee may also, as directed by the Administrator, invest funds in savings accounts (which may be in its own banking department), in Certificates of Deposit issued by itself or by any other bank or savings and loan association, in stocks, shares and obligations of corporations or of unincorporated associations or trusts or investment companies, in any kind of investment funds, mutual funds (open-end or otherwise including mutual funds for which the Trustee or any affiliate serves as the investment advisor, custodian or other service provider as disclosed in the current prospectuses for such mutual funds) or common trust funds, in any insurance policies on the life of any Participant, in any other kind of realty or personalty including purchase and leaseback transactions, in natural resources, or in any other kind of investment.
Clause type: payment
 Unless otherwise agreed, you have to designate an account at Wells Fargo to pay fees for Eligible Accounts and Online Financial Services (your “Payment Account”). You authorize us to charge your Payment Account for the fees. If you close your current Payment Account, you must notify us to designate a new deposit account that will be your Payment Account. In addition, you must cancel your Online Financial Services by notifying us at 1-800-956-4442 or the phone number located on your statement.
Clause type: headings
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Section references herein are, unless the context otherwise requires, references to sections of this Agreement.
Clause type: whereas
the Board of Trustees of the Trust has delegated to the Custodian the responsibilities set forth in Rule 17f-5(c) under the 1940 Act and the Custodian is willing to undertake the responsibilities and serve as the foreign custody manager for the Trust.