bhaskrr/legal-clauses huggingface dataset:
Clause type: assignment
Neither the Company nor the Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement without the consent of the Executive in the event that the Executive is transferred to a position with any of the Affiliates or in the event that the Company shall hereafter affect a reorganization, consolidate with, or merge with or into, any Person or transfer all or substantially all of its properties or assets to any Person. This Agreement shall inure to the benefit of and be binding upon the Company and the Executive, their respective successors, executors, administrators, heirs and permitted assigns. Notwithstanding the foregoing, the parties hereto (i) agree that, from and after the Closing Date, this Agreement shall be an employment agreement between the Executive and the Company, (ii) consent to the assignment of this Agreement to the Company as of the Closing Date, including, without limitation, the covenants contained in Sections 7, 8 and 9 hereof, and (iii) agree that the Agreement, including, without limitation, the covenants contained in Sections 7, 8 and 9 hereof, is assigned to the Company as of the Closing Date without further action of either party.
Clause type: base-salary
 You will be paid a monthly salary of $12,500, which ----------- is equivalent to $150,000 on an annualized basis (the "Base Salary"). Your salary will be payable in two equal payments per month pursuant to the Company's regular payroll policy (or in the same manner as other officers of the Company).
Clause type: assignment
Neither this Agreement nor any rights or duties of Executive hereunder shall be assignable by Executive and any such purported assignment by him shall be void. Employer may assign all or any of its rights hereunder provided that substantially all of the assets of Employer are also transferred to the same party.
Clause type: compensation
 In consideration of the services rendered pursuant to this Agreement, the Fund will pay the Adviser an annual fee calculated at an annual rate of 1.00% of the Fund's average daily net assets. The fee for the period from the date of this Agreement to the end of the year shall be prorated according to the proportion that such period bears to the full yearly period. Upon any termination of this Agreement before the end of a year, the fee for such part of that year shall be prorated according to the proportion that such period bears to the full yearly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Adviser, the value of the Fund's net assets shall be computed at the times and in the manner specified in the Fund's Prospectus or SAI.
Clause type: payment
 The Bank agrees that upon such retirement it will pay to the Executive the annual sum of twenty thousand dollars ($20,000), payable monthly on the first day of each month following such retirement for a period of one hundred eighty (180) months; subject to the conditions and limitations hereinafter set forth.
Clause type: payment_terms
 All Rent and other payments to Landlord hereunder shall be paid by wire transfer in accordance with Landlord’s wire transfer instructions attached hereto as Exhibit “C”, or as otherwise directed by Landlord from time to time.
Clause type: loans
 (a) Subject to the terms and conditions hereof, the Lender agrees to make term loans (individually, a “Loan” and collectively, the “Loans”) from time to time during the Commitment Period, to the Borrower in Dollars, on each Funding Date, in an aggregate principal amount up to, but not exceeding at any time outstanding, the Available Amount.
Clause type: dividends
 In the event any dividends or other distributions, whether in cash, property or stock of another company, are paid on any of the shares of Restricted Stock granted to the Participant, such dividends or other distributions shall be delivered to the Participant at that time. Stock dividends and shares issued as a result of any stock-split, if any, issued with respect to the Restricted Shares shall be treated as additional Restricted Shares and shall be subject to the same restrictions and other terms and conditions that apply with respect to, and shall vest or be forfeited at the same time as, the Restricted Shares with respect to which such stock dividends or shares are issued.
Clause type: representations
and Warranties. All representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of each Borrowing or the issuance of each Letter of Credit hereunder with the same effect as if made on and as of such date except to the extent such representations and warranties expressly relate to an earlier date.
Clause type: board
 1. Each Governor shall appoint one Director and one alternate Director from among people of high competence in economic and financial matters. Such appointments shall be revocable at any time. The alternate Directors shall have full power to act on behalf of the Director when the latter is not present.
Clause type: insurance
The Company will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.
Clause type: capitalization
 The capitalization of the Company is as set forth in the SEC Reports. The Company has not issued any capital stock since its most recently filed periodic or current report under the Exchange Act, other than pursuant to the exercise of employee stock options or restricted stock units under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Shares or as disclosed in the SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Preferred Stock, Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Preferred Stock, Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Shares will not obligate the Company or any Subsidiary to issue shares of Preferred Stock, Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or res...
Clause type: ownership_of_shares
 Neither the Purchaser, the US Parent, the Parent nor any of their respective affiliates is the beneficial owner of any shares of Common Stock of the Company, except pursuant to the Stockholders Agreement.
Clause type: assignment
This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns, but no party shall assign any part of its rights or delegate any part of its obligations under this Agreement without the prior written consent of the other parties; provided, however, that (1) upon notice to Seller and Escrow Agent, Purchaser may assign its rights and delegate its obligations to any direct or indirect wholly-owned subsidiary of Purchaser or to any third party purchasing all or substantially all of the capital stock or assets of Purchaser and (2) Purchaser may make a collateral assignment of its rights under this Agreement to its lenders. Any attempted assignment or delegation or transfer in violation of this Section will be void.
Clause type: headings
The headings and paragraph titles in this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part of this Lease.
Clause type: taxes
 (a) The Company, the Bank and their subsidiaries each has duly filed in correct form all Federal, state, county and local information returns and tax returns required to be filed by it on or prior to the date hereof (all such returns being true and complete in all material respects) and has duly paid, discharged or made provisions for the payment of all material Taxes (as hereinafter defined) and other governmental charges which have been incurred or are due or claimed to be due from it by Federal, state, county or local taxing authorities on or prior to the date hereof (including without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls, and any net worth tax), other than Taxes or other charges that are not yet delinquent or are being contested in good faith and have not been finally determined. The amounts set up as reserves for Taxes on the consolidated balance sheet of the Company and its subsidiaries included in its Annual Report on Form 10-K for the period ended December 31, 1996 are sufficient in the aggregate for the payment of all material unpaid Federal, state, county and local Taxes (including any interest or penalties thereon), whether or not disputed, accrued or applicable, for the period ended December 31, 1996 and all prior periods covered by such returns, and for which the Company, the Bank or any of their subsidiaries is liable in its own right or as transferee of the assets of, or successor to, any corporation, person, association, partnership, joint venture or other entity. The federal income tax returns of the Company, the Bank and their subsidiaries have been examined by the Internal Revenue Service ("IRS") for all years through 1992 and any liability with respect thereto has been satisfied, and no deficiencies were asserted as a result of such examination or all such deficiencies were satisfied. The State of Connecticut tax returns of the Company, the Bank and their subsidiaries have not, in the ten years prior to the date of this Agreement, been examined by the State of Connecticut. There are no material disputes pending or claims asserted for Taxes or assessments upon the Company, the Bank or any of their subsidiaries, nor has the Company, the Bank or any of their subsidiaries been requested to give any currently effective waivers extending the statutory period of limitation applicable to any Federal, state, county ...
Clause type: termination
This Agreement may be terminated at any time prior to the Effective Time, whether before or after approval by the stockholders of the Company:
Clause type: entire
Agreement. This Agreement and the Policy set forth the entire agreement between the parties with respect to the subject matter thereof, and this Agreement supersedes and replaces any agreement or understanding that may have existed between the parties prior to the date hereof in respect of such subject matter.
Clause type: definitions
Whenever used in this Agreement, the following terms and their variant forms shall have the meaning set forth below:
Clause type: investment-company-act
 Borrower is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. PUBLIC UTILITY HOLDING COMPANY ACT. Borrower is not a "holding company", or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company", within the meaning of the Public Utility Holding Company Act of 1935, as amended. REGULATIONS G, T AND U. Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations G, T and U of the Board of Governors of the Federal Reserve System). LOCATION OF BORROWER'S OFFICES AND RECORDS. Borrower's place of business, or Borrower's Chief executive office, if Borrower has more than one place of business, is located at 750 Palomar Avenue, Sunnyvale, CA 94086. Unless Borrower has designated otherwise in writing this location is also the office or offices where Borrower keeps its records concerning the Collateral.
Clause type: investment-company-act
 Neither the Company nor any of its Subsidiaries (excluding investment companies in which the Company or a Consolidated Subsidiary has made “seed money” investments) is an “investment company”, as such term is defined in the 1940 Act.
Clause type: insurance
Seller will maintain in effect, or cause to be maintained in effect, at Seller’s own expense, such casualty and liability insurance as Seller shall deem appropriate in its good faith business judgment. Agent, for the benefit of the Purchasers, shall be named as an additional insured with respect to all such liability insurance maintained by Seller. Seller will pay or cause to be paid, the premiums therefor and deliver to Agent evidence satisfactory to Agent of such insurance coverage. Copies of each policy shall be furnished to Agent and any Purchaser in certificated form upon Agent’s or such Purchaser’s request. The foregoing requirements shall not be construed to negate, reduce or modify, and are in addition to, Seller’s obligations hereunder.
Clause type: governing
Law. This Agreement shall be governed by and construed under the laws of the State of Delaware.
Clause type: taxes
 All taxes or governmental fees payable by or with respect to the Fund to federal, state or other governmental agencies, domestic or foreign, including stamp or other transfer taxes.
Clause type: whereas
the Fund intends to offer shares of the series set forth on Schedule B hereto (each such series referred to as a "Portfolio"), as such Schedule may be amended from time to time by mutual agreement of the parties hereto, to the Account(s) of the Company (all references herein to "shares" of a Portfolio shall mean the class or classes of shares specifically identified on Schedule B); and
Clause type: taxes
 Lessor shall pay all taxes, assessments and charges imposed by any Federal, state, municipal or other public authority upon or relating to the ownership of the Aircraft during the Term (other than any taxes, fines or penalties imposed upon Lessor as a result of a breach of this Lease by Lessee). Lessee shall pay all taxes, assessments, and charges imposed by any Federal, state, municipal or other public authority upon or relating to the rental, use or operation of the Aircraft by Lessee during the Lease Periods (including any sales or use tax imposed by the State of New York on any lease payment hereunder), other than income taxes of Lessor. Lessee shall also be liable for any federal excise tax imposed under Internal Revenue Code Section 4261 if such tax is applicable to any or all amounts paid (or deemed to be paid) by Lessee to Lessor hereunder. Lessee shall pay such tax to Lessor within thirty (30) days after receipt of Lessor’s written invoice therefor. Each party agrees to indemnify and hold the other harmless against any and all liabilities, costs and expenses (including attorneys’ fees) resulting from a breach of its respective undertaking hereunder.
Clause type: investments
 Enter into any securities transactions for its own account (but maturity of an investment security is not a securities transaction) or purchase or otherwise acquire any investment security for its own account for any amount in excess of $250,000, and in no event shall any such investment be in anything other than non-callable investment securities with a "AA" rating or better with a projected average life of less than one year in the ordinary course of business consistent with past practice; enter into or acquire any derivatives contract or structured note; enter into any new, or modify, amend or extend the terms of any existing contracts relating to the purchase or sale of financial or other futures, or any put or call option relating to cash, securities or commodities or any interest rate swap agreements or other agreements relating to the hedging of interest rate risk; provided, however, that, notwithstanding any other provision of this Agreement, Seller Bank may acquire investment securities for its own account in the event that (A) Seller Bank has delivered to Buyer (to the following designated representatives of Buyer: Greg Steffens, President of Buyer Bank and Matt Funke, Chief Financial Officer of Buyer Bank), a notice of Seller Bank's intention to purchase such investment security and such additional information as Buyer may reasonably require (subject to legal privacy restrictions) and (B) Buyer shall not have delivered to Seller (to the following designated representatives of Seller: Roger Lonon, President of Seller Bank and Adam Courter, Executive Vice President of Seller Bank), a written objection to the purchase of such investment security within two business days following Seller Bank's notice of intention with respect thereto.
Clause type: definitions
Terms defined in the Credit Agreement and not otherwise defined herein have, as used herein, the respective meanings provided for therein.
Clause type: base-salary
 For the fiscal year of the Company ending April 30, 2016, the Company shall pay Executive a base salary of $1.00. The Board shall review Executive’s base salary annually during the Employment Period (beginning after the fiscal year ending April 30, 2016) and may alter that base salary from time-to-time, based on its periodic review of Executive’s performance in accordance with the Company’s regular policies and procedures. The base salary amount payable to Executive for a full year under this Section 3 shall be referred to herein as the “Base Salary.”
Clause type: ownership_of_shares
 (i) Stockholder is the beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Act) of the shares of Company Stock set forth on Schedule 1, all of which are free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of such shares).
Clause type: ownership_of_shares
 Such Equity Holder beneficially owns the Owned Shares or Owned Class A Warrants set forth opposite such Equity Holder's name in SCHEDULE I hereto free and clear of any liens, claims or encumbrances (other than in connection with the Voting Trust Agreement and the Stockholders Agreement (as defined below)), which Owned Shares or Owned Class A Warrants constitute the only capital stock, or equity interests of NewPower or its Subsidiaries owned, beneficially or of record, by such Equity Holder. SCHEDULE I contains a true and complete number of Class A Warrants of NewPower beneficially owned by each Equity Holder, and there are no other options, warrants, calls, subscriptions or other rights or other agreements or commitments of any character of or with such Equity Holder or its affiliates or to which such Equity Holder or its affiliates is a party relating to the issued or unissued shares of Common Stock or other capital stock or treasury stock of NewPower or any of its Subsidiaries (other than the Voting Trust Agreement and the Stockholders Agreement, dated as of January 6, 2000, as amended (the "Stockholders Agreement"), among the stockholders parties thereto). Except for this Agreement, the Stockholders Agreement and the Voting Trust Agreement, the Owned Shares are not subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding restricting or otherwise relating to the voting or disposition of such Owned Shares. The representations in this Section 6(b) shall be deemed to be re-made as of the closing of the Tender Offer and Schedule I hereto shall be appropriately modified by each Equity Holder to the extent required.
Clause type: notices
Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:
Clause type: whereas
the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;
Clause type: counterparts
This Agreement may be executed in counterparts by the parties hereto, and all such counterparts shall constitute one and the same instrument.
Clause type: capitalization
 The description of the securities of the Company in the Registration Statement and the Prospectus is true and correct in all material respects. All of the securities of the Company conform to the description thereof contained in the Registration Statement and the Prospectus in all material respects. No shares of preferred stock of the Company shall be issued and outstanding and no holder of any shares of capital stock, securities convertible into or exchangeable or exercisable for capital stock or options, warrants or other rights to purchase capital stock or any other securities of the Company shall have any existing or future right to acquire any shares of preferred stock of the Company, except to the extent disclosed in the Registration Statement and the Prospectus. All of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable, have been issued in compliance in all material respects with all applicable securities laws, and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right.
Clause type: interest
 13.6.1 Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at such rate as the parties may agree upon in writing or, in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located.
Clause type: taxes
 (a) Any and all payments by or on behalf of the Borrowers, or any of them, to an Agent or any Lender under this Agreement and any other Loan Document shall be made free and clear of, and without deduction or withholding for, any Taxes, except as required by law. In addition, the Borrowers shall pay all Other Taxes.
Clause type: entire
Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and may be amended only by an agreement in writing executed by the parties hereto.