bhaskrr/legal-clauses huggingface dataset:
Clause type: whereas
pursuant to authority granted to the Manager in the Management Agreement, the Manager wishes to retain the Sub-Adviser to furnish investment advisory services to one or more of the series of the Fund, and the Sub-Adviser is willing to furnish such services to the Fund and the Manager.
Clause type: definitions
All capitalized terms used but not otherwise defined in this Agreement have the meanings set forth in 45 CFR Parts 160 and 164 as amended by HITECH and associated federal rules and regulations.
Clause type: entire
Agreement. This Agreement, the Ancillary Agreements, the Schedule and appendices hereto and thereto contain the entire agreement between the parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the parties with respect to such subject matter other than those set forth or referred to herein or therein.
Clause type: now
THEREFORE in consideration of the premises and mutual covenants and agreements hereinafter set forth, intending to be legally bound, the parties agree as follows:
Clause type: vesting
 Subject to the limitations contained herein, your Award will vest, if at all, in accordance with the vesting schedule provided in the Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. Upon such termination of your Continuous Service, the shares credited to the Account that were not vested on the date of such termination will be forfeited at no cost to the Company and you will have no further right, title or interest in or to such underlying shares of Common Stock.
Clause type: payment
 All amounts payable by the Bank to Executive under this Agreement shall be paid promptly on the dates required for such payment in this Agreement without notice or demand. Any salary, benefits or other amounts paid or to be paid to Executive or provided to or in respect of the Executive pursuant to this Agreement shall not be reduced by amounts owing from Executive to Bank.
Clause type: stock_option
 With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, (ii) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder
Clause type: compensation
 For all services rendered by the Executive pursuant to this Agreement during the Period of Employment, including services as an executive, officer, director or committee member of Cendant or any subsidiary or affiliate of Cendant, the Executive will be compensated as follows:
Clause type: counterparts
This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
Clause type: whereas
all of the conditions and requirements necessary to make this Trust Supplement, when duly executed and delivered, a valid, binding and legal instrument in accordance with its terms and for the purposes herein expressed, have been done, performed and fulfilled, and the execution and delivery of this Trust Supplement in the form and with the terms hereof have been in all respects duly authorized;
Clause type: governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
Clause type: taxes
 The Seller will file on a timely basis all federal and other material Tax returns required to be filed and will pay all federal and other material Taxes due and payable by it (other than any amount the validity of which is contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP are provided on the books of the Seller).
Clause type: loans
 The funds advanced by Yankees to Explorations from time to time, including all funds heretofore advanced by Yankees to Explorations, which are the objects of this Agreement.
Clause type: compensation
 Employer shall pay Employee as set forth in Exhibit A ------------ attached hereto and incorporated herein as is fully set forth in this paragraph. Employee may receive additional discretionary bonuses as determined by the Board of Directors of Employer in its sole discretion provided nothing contained herein shall be construed as a commitment by the corporation to declare or pay any such bonuses.
Clause type: representations
and Warranties. The Company represents and warrants to the Agent and each Bank that:
Clause type: loans
 The Sponsor has agreed to make loans to the Company in the aggregate amount of up to $300,000, as described in the Registration Statement (the “Insider Loan”). The Insider Loan will not bear any interest and will be repayable by the Company on the consummation of the Offering.
Clause type: compensation
 (a) In consideration of the services provided by you hereunder, we will pay to you a fee as set forth in Schedule I (the “Servicing Fee”). The Servicing Fee may be prospectively increased or decreased by us, in our sole discretion, at any time upon notice to you.
Clause type: entire
Agreement. This Agreement, the other Loan Documents and the agreements regarding certain Fees referred to herein constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among or representations from the parties or their Affiliates with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Notwithstanding the foregoing, the Fee Letter shall survive the execution and delivery of this Agreement and remain in full force and effect. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.
Clause type: termination
The Company shall have the right to terminate or cancel all or part of the Services contemplated by this Agreement or any request for Services on any specific task at any time by giving the Travel Agency [[Number: Number of Days of Notice]] days prior written notice of its intent to so terminate or cancel. If the Travel Agency terminates this Agreement before the end of the Initial Term, or the Renewal Term, as the case may be, it shall be entitled for the payment of only those services satisfactorily performed and not previously paid, and any justified irrevocably obligated reasonable expenses for non-cancellable commitments, up to the effective date of termination. In the event that Travel Agency or any of its employees, agents or sub-contractors violates any of the terms of this Agreement, including the Schedules or Attachments thereto, or if Travel Agency’s employees or agents fail to perform the Services to the Client’s satisfaction, the Company shall have the right to provide notice to Travel Agency that it is terminating this Agreement forthwith with no further obligation or liability other than for payment of any Services that have, to that date, been performed by Travel Agency to the reasonable satisfaction of the Company. The Company shall incur no liability, under this Agreement or otherwise for Services not satisfactorily performed and may request the immediate replacement of any of Travel Agency’s personnel. If the Company finds the Travel Agency to be uncompetitive according to general industry standards, the Company may give Travel Agency written notice thereof. If the Travel Agency has not remedied the deficiency within [[Number: Number of Days for replying the Notice]] days of receipt of the notice, the Company may terminate this Agreement immediately on giving written notice to Travel Agency. If the Travel Agency is in material default of its obligations hereunder, the Company may terminate this Agreement if, [[Number: Number of Days after written Notice]] days after giving written notice of the default to Travel Agency, the default has not been remedied or reasonable efforts have not been undertaken to remedy it. If the performance of this Agreement or any obligation hereunder, except the payment of monies, is prevented, restricted or interfered with by reason of any cause beyond the reasonable control of the affected Party, the affected Party shall, upon immediate notice to the other Party, be excused from such performance to the extent...
Clause type: counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. Signatures delivered via facsimile or electronic file shall be the same as original signatures.
Clause type: base-salary
 During the period of this Agreement, Executive shall receive a minimum annual base salary of $500,000. Executive’s annual base salary shall be reviewed by the Compensation Committee of the Board (the “Compensation Committee”) on an annual basis, and, in the sole discretion of the directors of the Board who are not employees of Company (the “Non-employee Directors”) based upon the recommendation of the Compensation Committee, such annual base salary may be increased, but not decreased (except for a decrease that is consistent with reductions taken generally by other executives of Company), effective as of any date determined by the Non-employee Directors based upon the recommendation of the Compensation Committee. Executive’s annual base salary shall be paid in equal installments in accordance with Company’s standard policy regarding payment of compensation to executives but no less frequently than monthly.
Clause type: ownership_of_shares
 The delivery of certificates to the Investor will result in the Investor's immediate acquisition of record and beneficial ownership of the Shares, free and clear of all encumbrances other than restrictions on transfer imposed by Federal and State securities laws. Save as disclosed herein, there are no outstanding warrants, options, rights (pre-emptive, conversion or otherwise), agreements or commitments of any kind relating to the issuance, sale or transfer of any equity securities or other securities of the Company.
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of (i) 400,000,000 Common Shares, of which, as of the date of this Agreement, 38,645,605 shares were issued and outstanding and 3,729,109 shares were held in the treasury of the Company, and (ii) 222,824,205 Preferred Shares, of which (A) 7,523,366 shares have been designated as Series A Convertible Preferred Stock, of which, as of the date of this Agreement, 7,433,330 shares were issued and outstanding, (B) 122,463,448 shares have been designated as Series B Convertible Preferred Stock, of which, as of the date of this Agreement, 110,189,329 shares were issued and outstanding, and (C) 92,837,391 shares have been designated as Series C Convertible Preferred Stock, of which, as of the date of this Agreement, 86,866,934 shares were issued and outstanding.
Clause type: investment-company-act
 CBAY is not, and after giving effect to the Exchange will not be, an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: taxes
 The Company has filed all federal, state, local tax and other returns and reports which were required to be filed with respect to all taxes, levies, imposts, duties, licenses and registration fees, charges or withholdings of every nature whatsoever ("Taxes"), and their exists a substantial basis in law and fact for all positions taken in such reports. No waivers of periods of limitation are in effect with respect to any taxes arising from and attributable to the ownership of properties or operations of the business of the Company.
Clause type: miscellaneous
(a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns.
Clause type: board
 On and after the Effective Date, (a) the directors of Community Banks duly elected and holding office immediately prior to the Effective Date and (b) those members of the Board of Directors of PRFS as of the Effective Date who are not PRFS Nominees shall be the directors of the Surviving Bank, each to hold office until his or her successor is elected and qualified or otherwise in accordance with applicable law, the articles of incorporation and bylaws of the Surviving Bank.
Clause type: termination
A. (i) Employer or Employee may terminate this Agreement upon Employee's failure or inability to perform the services required hereunder because of any physical or mental infirmity for which Employee receives disability benefits under any disability benefit plans made available to Employee by Employer (the "Disability Plans"), over a period of one hundred twenty consecutive working days during any twelve consecutive month period (a "Terminating Disability").
Clause type: now
THEREFORE the Adviser and the Sub-Adviser agree as follows:
Clause type: governing
Law. To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Delaware.
Clause type: taxes
 The Company will, from time to time, promptly pay to the Warrant Agent, or make provision satisfactory to the Warrant Agent for the payment of, all taxes and charges that may be imposed by the United States or any State upon the Company or the Warrant Agent upon the transfer or delivery of shares of Common Stock upon the exercise of Warrants, but the Company shall not be obligated to pay any tax imposed in connection with any transfer involved in the delivery of a certificate for shares of Common Stock in any name other than that of the registered holder of the Warrant Certificate surrendered in connection with the purchase thereof.
Clause type: now
THEREFORE in consideration of the premises and the mutual agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Clause type: whereas
the Issuer desires to engage the Asset Representations Reviewer to perform reviews of certain Receivables for compliance with the representations and warranties made by AHFC about the Receivables in the pool.
Clause type: investments
 Each of Parent and the Borrower will not, and will not permit any of its Restricted Subsidiaries to, make any Investments in any Person, except that the foregoing restriction shall not apply to:
Clause type: insurance
The Company has made available to Parent true and complete copies of all material policies of insurance of the Company or any of its Subsidiaries currently in effect. All of the policies relating to insurance maintained by the Company or any of its Subsidiaries with the respect to its material properties and the conduct of its business in any material respect (or any comparable policies entered into as a replacement thereof) are in full force and effect and neither the Company nor any of its Subsidiaries has received any notice of cancellation with respect thereto. All life insurance policies on the lives of any of the current and former officers of the Company or any of its Subsidiaries which are maintained by the Company or any of its Subsidiaries or which are otherwise included as assets on the books of the Company (i) are, or will at the Effective Time be, owned by the Company or any of its Subsidiaries, free and clear of any claims thereon by the officers or members of their families, except with respect to the death benefits thereunder, as to which the Company agrees that there will not be an amendment prior to the Effective Time without the consent of Parent, and (ii) are accounted for properly on the books of the Company in accordance with GAAP. The Company does not have any material liability for unpaid premium or premium adjustments not properly reflected on the Company's May 31, 1998 balance sheet. The Company and its Subsidiaries have been and are adequately insured with respect to their respective property and the conduct of their respective business in such amounts and against such risks as are substantially similar in kind and amount to that customarily carried by parties similarly situated who own properties and engage in businesses substantially similar to that of the Company (including without limitation liability insurance and blanket bond insurance). All claims under any policy or bond have been duly and timely filed.
Clause type: whereas
the Trust is and will continue to be a series fund having two or more investment portfolios, each with its own investment objectives, policies and restrictions;
Clause type: assignment
This Agreement may not be assigned by any Party, except with the written consent of each other Party.
Clause type: payment
 The Company, for value received, promises to pay to , or registered assigns (the “Holder”), the principal sum of Dollars (U.S.) ($ ), plus accrued but unpaid interest on December 15, 2026 (“Stated Maturity”) and to pay interest thereon (i) from and including the original issue date of the Subordinated Notes to but excluding December 15, 2021, at the rate of 8.50% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months and payable semi-annually in arrears on June 15 and December 15 of each year (each, a “Fixed Interest Payment Date”), beginning June 15, 2017 and (ii) from and including December 15, 2021 to but excluding the Stated Maturity, at the rate per annum, reset quarterly, equal to LIBOR determined on the determination date of the applicable Interest Period plus 668.5 basis points, computed on the basis of a 360-day year and the actual number of days elapsed and payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year (each, a “Floating Interest Payment Date”). An “Interest Payment Date” is either a Fixed Interest Payment Date or a Floating Interest Payment Date, as applicable. “LIBOR” means the 3-month USD LIBOR, which will be the offered rate for 3-month deposits in U.S. dollars, as that rate appears on the Reuters Screen LIBOR01 Page (or any successor page thereto) as of 11:00 a.m., London time, as observed two London banking days prior to the first day of the applicable floating rate interest period (provided, however, that in the event 3-month USD LIBOR is less than zero, 3-month USD LIBOR shall be deemed to be zero). If such rate is not available at such time from such source for any reason, then the rate for that Interest Period will be determined by such alternate method as reasonably selected by the Company and provided to the Paying Agent. A London banking day is a day on which commercial banks and foreign currency markets settle payments and are open for general business in London. Any payment of principal of or interest on this Subordinated Note that would otherwise become due and payable on a day which is not a Business Day shall become due and payable on the next succeeding Business Day, with the same force and effect as if made on the date for payment of such principal or interest, and no interest will accrue in respect of such payment for the period after such day.
Clause type: miscellaneous
(a) Except as expressly amended hereby, all provisions of the Agreement shall remain in full force and effect.
Clause type: payment_terms
 A. The Invoice is to be submitted to the user agency/department to the bill to address, unless otherwise directed in this Contract. Contractor shall reference Contract number on invoice. Payment will be net 45 days after receipt of the invoice in a format acceptable to the County and verified and approved by the agency/department and subject to routine processing requirements. The responsibility for providing an acceptable invoice rests with the Contractor.
Clause type: vesting
 Subject to the further provision of this Agreement, the Restricted Stock shall vest with respect to a number of whole shares as close as possible to the following percentage of the total number of shares of Restricted Stock granted hereunder on the following dates (each, a "Vesting Date"): PERCENTAGE OF TOTAL SHARES VESTING DATE -------------------------- ------------ 33.33% 1st anniversary of Grant Date 33.33% 2nd anniversary of Grant Date 33.33% 3rd anniversary of Grant Date
Clause type: notices
All notices, requests, and other communications required or permitted to be given or delivered hereunder to the holder of this Warrant shall be in writing, and shall be personally delivered, or shall be sent by certified or registered mail or by recognized overnight mail courier, postage prepaid and addressed, to such holder at the address shown for such holder on the books of the Company, or at such other address as shall have been furnished to the Company by notice from such holder. All notices, requests, and other communications required or permitted to be given or delivered hereunder to the Company shall be in writing, and shall be personally delivered, or shall be sent by certified or registered mail or by recognized overnight mail courier, postage prepaid and addressed, to the office of the Company at 12268 Via Latina, Del Mar, California 92914, Attention: President, or at such other address as shall have been furnished to the holder of this Warrant by notice from the Company. Any such notice, request, or other communication may be sent by facsimile, but shall in such case be subsequently confirmed by a writing personally delivered or sent by certified or registered mail or by recognized overnight mail courier as provided above. All notices, requests, and other communications shall be deemed to have been given either at the time of the receipt thereof by the person entitled to re-ceive such notice at the address of such person for purposes of this Paragraph 9, or, if mailed by registered or certified mail or with a recognized overnight mail courier upon deposit with the United States Post Office or such overnight mail courier, if postage is prepaid and the mailing is properly addressed, as the case may be.
Clause type: base-salary
 During the Term of Employment, the Executive shall be paid an annualized Base Salary, payable in accordance with the regular payroll practices of the Company, in an amount established by the Committee upon the recommendation of the CEO. The Base Salary shall be reviewed no less frequently than annually for increase in the discretion of the Board and/or the Committee. The Base Salary, including any increase, shall not be decreased during the Term of Employment. The Base Salary shall not be required to be deferred by the Executive under any Company plan or program.
Clause type: foreign_investors
 Each Investor who is not a US Person as defined in Regulation S under the Securities Act (“US Person”) represents and warrants as follows:
Clause type: now
THEREFORE in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the Parties hereto, intending to be legally bound, hereby agree as follows: