bhaskrr/legal-clauses huggingface dataset:
Clause type: assignment
The rights of the Company under this Agreement may, without the consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires 80% or more of the stock, assets or business of the Company.
Clause type: entire
Agreement. This Agreement embodies the entire understanding among the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous written or oral agreement between the parties regarding such subject matter.
Clause type: investment_company
 Become 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: miscellaneous
15.1 This Agreement contains the entire agreement of the parties relating to the subject matter hereof.
Clause type: base-salary
 During the Employment Period, the Executive shall receive a base salary (the "Base Salary") as determined by the Board of Directors from time to time with due regard for the state of development of the Company, as the same may be increased thereafter pursuant to the Company's normal practices for its executives. The Base Salary shall be paid at such intervals as the Company pays executive salaries generally. During the Employment Period, the Base Salary shall be reviewed at least annually for possible increase in the Company's discretion. Any increase in Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. The Base Salary shall not be reduced after any such increase and the term "Base Salary" as utilized in this Agreement shall refer to Base Salary as so increased.
Clause type: assignment
Notwithstanding anything to the contrary contained herein, except as provided in Section 4.3 of the Servicing Agreement and Section 4.3 of this Agreement, this Agreement may not be assigned by the Depositor, the Administrator or the Servicer. This Agreement may be assigned by the Eligible Lender Trustee only to its permitted successor pursuant to the Trust Agreement.
Clause type: representations
and Warranties. To induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loans and issue or participate in the Letters of Credit, the Borrower hereby represents and warrants to the Administrative Agent and each Lender that:
Clause type: definitions
Whenever used in this Agreement with an initial capital letter, the following terms, whether used in the singular or the plural, shall have the meanings specified below.
Clause type: base-salary
 As stated in the Executive’s offer letter of March 1, 2005 (“Offer Letter”), which is hereby incorporated by reference, the Executive shall receive an annual base salary of at least $400,000 (“Initial Annual Base Salary”), which shall be paid in accordance with the Company’s generally applicable payroll practices and policies. During the Employment Period, the annual base salary shall be reviewed at least annually. Any increase in annual base salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. The annual base salary shall not be reduced, including after any such increase, except pursuant to across-the-board salary reductions similarly affecting all peer executives of the Company, and the term “Annual Base Salary” as utilized in this Agreement shall refer to Initial Annual Base Salary as so increased or decreased.
Clause type: representations
and Warranties. In order to induce the Lenders to enter into this Supplement and to supplement the Credit Agreement in the manner provided herein, Borrower represents and warrants to Administrative Agent and each Lender that (a) the representations and warranties of the Borrower contained in the Loan Documents are and will be true, correct and complete in all material respects on and as of the effective date hereof to the same extent as though made on and as of that date and for that purpose, this Supplement shall be deemed to be a Loan Document, and (b) no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Supplement that would constitute a Default.
Clause type: ownership_of_shares
 None of Parent or Merger Sub, or any of their respective subsidiaries beneficially owns (within the meaning of Section 13 of the Exchange Act and the rules and regulations promulgated thereunder), or will prior to the Closing Date (other than pursuant to the transactions contemplated hereby) beneficially own, any Shares and none of Parent, Merger Sub, or any of their respective subsidiaries holds any rights to acquire or vote any Shares except as contemplated by this Agreement.
Clause type: counterparts
This agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
Clause type: compensation
 Janus shall pay to INTECH for its services under this Agreement a fee, payable in United States dollars, at an annual rate of 0.26% of the average daily net assets of the Fund. This fee shall be computed and accrued daily and payable monthly as of the last day of each month during which or part of which this Agreement is in effect. For the month during which this Agreement becomes effective and the month during which it terminates, however, there shall be an appropriate proration of the fee payable for such month based on the number of calendar days of such month during which this Agreement is effective.
Clause type: esop
 OFSI shall cause the ESOP to be terminated effective prior to the Effective Date. In addition, OFSI and/or the Bank shall prepare and file with the U.S. Department of Labor prior to the Effective Date annual reports on Form 5500 for the ESOP for all plan years from 2014 through 2019 (including in such Form 5500s all required audited financial statements and other exhibits required by applicable law), using the Department of Labor’s Delinquent Filer Voluntary Correction Program and furnish F&M with proof that such filings have been made and accepted by the Department of Labor prior to the Effective Date.
Clause type: interest
 If any payment due under the terms of this Agreement is not timely made by the Company, its successors or assigns, interest shall accrue on such payment at the highest maximum legal rate permissible under applicable law from the date such payment first became due through the date it is paid (with such interest paid in a single lump sum on the date on which the Company or its successor or assign, as applicable, makes the late payment).
Clause type: miscellaneous
(a) As amended and supplemented hereby, the Agreement shall remain in full force and effect.
Clause type: counterparts
This Agreement may be signed in counterparts, all of which shall constitute but one and the same instrument.
Clause type: interest
 Without limitation to the express intent of the parties set forth in the first sentence of Section 8.13, if the sales contemplated under this Agreement are ever determined to constitute financing arrangements, the parties hereto intend that Purchaser shall conform strictly to usury laws applicable to it, if any. Accordingly, if the transactions contemplated hereby would be usurious under applicable law, if any, then, in that event, notwithstanding anything to the contrary in this Agreement or any other agreement entered into in connection with this Agreement, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is contracted for, taken, reserved, charged or received by Purchaser under this Agreement or under any other agreement entered into in connection with this Agreement shall under no circumstances exceed the Highest Lawful Rate and any excess shall be canceled automatically and, if theretofore paid, shall at the option of Purchaser be applied on the principal amount due Purchaser or refunded by Purchaser to the Seller and (ii) in the event that the maturity of any amount due is accelerated or in the event of any prepayment or repurchase, then such consideration that constitutes interest under law applicable to Purchaser, may never include more than the Highest Lawful Rate and excess interest, if any, to Purchaser, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration, prepayment or repurchase and, of theretofore paid, shall, at the option of Purchaser be credited by Purchaser on the principal amount due to Purchaser or refunded by Purchaser to the Seller. All sums paid or agreed to be paid to Purchaser for the use, forbearance or detention of sums due hereunder shall, to the extent permitted under applicable law, be amortized, prorated, allocated and spread throughout the full term of the payments until payment in full so that the rate or amount of interest or account of such payments does not exceed the applicable usury ceiling.
Clause type: headings
The headings of Paragraphs and Sections are for convenience of reference and are not part of this Agreement and shall not affect the interpretation of any of its terms.
Clause type: headings
The headings and captions used in this Amendment are for convenience only and will not be deemed to limit, amplify or modify the terms of this Amendment, the Credit Agreement, or the other Loan Documents.
Clause type: miscellaneous
This EULA represents the entire agreement between You and Licensor or Siemens relating to the LICENSED SOFTWARE and (i) supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter; and (ii) prevails over any conflicting or additional terms of any acknowledgement or similar communication between the parties during the term of this License. If any provision of this EULA is held invalid, all other provisions shall remain valid unless such validity would frustrate the purpose of this EULA, and this EULA shall be enforced to the full extent allowable under applicable law. No modification to this EULA is binding, unless in writing and signed by a duly authorized representative of each party. This EULA shall be binding on and shall inure to the benefit of the heirs, successors, and assigns of the parties hereto. The failure of either party to enforce any right resulting from the breach of any provision of this EULA by the other party will not be deemed a waiver of any right related to a subsequent breach of such provision or any other right hereunder.
Clause type: interest
 Atlas Pipeline Partners, L.P., a Delaware limited partnership (the “Company”), and Atlas Pipeline Finance Corp., a Delaware corporation (“Finance Co” and, together with the Company, the “Issuers”), promise to pay interest on the principal amount of this Note at 8-1/8% per annum and shall pay any Additional Interest payable pursuant to Section 2 of the Registration Rights Agreement referred to below. The Issuers will pay interest (including Additional Interest, if any) semi-annually on June 15 and December 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from December 20, 2005; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be June 15, 2006. The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate then in effect; the Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (including Additional Interest, if any), without regard to any applicable grace periods, from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.
Clause type: payment
 2.1 The Subscription Proceeds must accompany this Subscription and shall be paid by cash or cheque or bank draft drawn on a major Canadian or U.S. chartered bank made payable to the Company and delivered to the Company or its lawyers or may be wired directly to either one of them. If the Subscription proceeds are delivered to the Company's lawyers, the Subscriber authorizes the Company's lawyers to deliver the Subscription Proceeds to the Company on the Closing Date.
Clause type: ownership_of_shares
 Debtor is, as of the date hereof, the legal and beneficial owner of the Shares, and Debtor has paid the full purchase price or other consideration for the Shares on the date hereof.
Clause type: representations
and Warranties. The Purchaser hereby represents and warrants to the Company as follows:
Clause type: interest
 Interest shall be paid on each Payment Date on the weighted average principal balance outstanding during the Interest Period immediately preceding such Payment Date at the Demand Note Rate. Interest hereon shall be calculated based on the actual number of days elapsed in each Interest Period calculated on a 30-360 basis. The “Demand Note Rate” means the London Interbank Offered Rate appearing on the BBA Libor Rates Page at approximately 11:00 a.m. (London time) on the first day of such Interest Period as the rate for dollar deposits with a one-month maturity. “BBA Libor Rates Page” shall mean the display designated as Reuters Screen LIBOR01 Page (or on any successor or substitute page of such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by Hertz from time to time for purposes of providing quotations of interest rates applicable to Dollar deposits offered by leading banks in the London interbank
Clause type: governing
Law. The validity, interpretation and enforcement of this Amendment and any dispute arising out of the relationship between the parties hereto whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.
Clause type: capitalization
 As of the date hereof, the authorized capital stock of the Company consists of 280,000,000 shares of Common Stock, $.001 par value per share, of which as of the date hereof, 15,360,000 shares are issued and outstanding; 7,525,855 shares of Series A convertible preferred Stock authorized, issued, and outstanding, par value $.001. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as disclosed in the Company's publicly available filings with the SEC:
Clause type: headings
Headings of Sections herein are for the convenience of the parties only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
Clause type: ownership_of_shares
 Seller has good and marketable title to the Shares and, except as set forth in the Joint Venture Agreement, has full and unrestricted power and authority to sell, assign, transfer and deliver to Buyer valid title to the Shares. Upon delivery of the certificates representing the Shares on the Closing Date as provided herein, Buyer will acquire good and marketable title to the Shares, free and clear of any and all Encumbrances.
Clause type: base-salary
 The Executive shall receive a yearly Base Salary under this Agreement established as of the Effective Date The Executive’s Base Salary will be paid by DeVry in substantially equal bi-weekly installments. The Base Salary will be reviewed annually by the CEO in coordination with the Compensation Committee and upon such review the Base Salary may be increased by the CEO in coordination with the Compensation Committee (but subject to any applicable DeVry policy, law, or exchange listing requirement); provided, however, the Base Salary under this Agreement, including as subsequently adjusted upwards, may not be decreased thereafter except in the case of an across-the-board percentage reduction in base salaries of executives at the Executive’s level affecting such executives equally. All amounts payable to the Executive under this Agreement will be subject to all required withholding by DeVry.
Clause type: base-salary
 In consideration for services rendered to the Company as provided herein, the Company will pay to Executive a base salary at a rate of $0 per annum, payable in accordance with the Company’s standard payroll practices in effect from time to time (the “Base Salary”). The Base Salary may be increased or decreased from time to time in accordance with normal business practices of the Company. The Company will provide an amount up to $3,000 per year with 100% of such amount going to FSA contributions.
Clause type: insurance
The Company will keep its assets which are of an insurable character insured by financially sound and reputable insurers against loss or damage by fire, explosion and other risks customarily insured against by companies in similar business similarly situated as the Company; and the Company will maintain, with financially sound and reputable insurers, insurance against other hazards and risks and liability to persons and property to the extent and in the manner customary for companies in similar business similarly situated as the Company and to the extent available on commercially reasonable terms.
Clause type: miscellaneous
(a) Any payments or charges due from Tenant to Landlord hereunder shall be considered rent for all purposes of this Lease.
Clause type: interest
 Subject to the Subordination Provisions and paragraph 10 hereof, the Purchaser promises to pay interest on the aggregate unpaid principal amount of this Note outstanding on each day, at a variable rate equal to the rate publicly announced by the Indenture Trustee from time to time as its "prime lending rate."
Clause type: esop
 If Holdings shall establish an employee stock ownership plan, in connection therewith and prior to allowing the trustee thereof to obtain any cash or shares of Common Stock, Holdings shall use its best efforts to cause such trustee to execute counterparts of this Agreement under the heading "Stockholders" on the signature page of this Agreement and deliver the same to the other parties hereto, whereupon the trustee shall be deemed to be a "Stockholder" for all purposes of this Agreement.
Clause type: investment-company-act
 Neither the Company nor any of its subsidiaries is and, after giving effect to the transactions described in the General Disclosure Package, will be required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”).
Clause type: definitions
Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Master Confirmation. As used herein, the following words and phrases shall have the following meanings:
Clause type: assignment
The Contractor may neither assign nor transfer any rights or obligations under this Professional and Technical Services Master Contract or any Work Authorization without the prior consent of the State and a fully executed Assignment Agreement, executed and approved by the same parties who executed and approved this Professional and Technical Services Master Contract, or their successors in office.
Clause type: taxes
 The Company shall pay all expenses, taxes and other governmental charges with respect to the issuance and delivery of the Shares unless such tax or charge is imposed upon the Registered Holder. The Company shall not be required, however, to pay any transfer tax or other similar charge imposed in connection with the issuance of any certificate for the shares in any name other than the Registered Holder, and in such case the Company shall not be required to issue or deliver any share certificate until such tax or other charge has been paid or it has been established to the satisfaction of the Company that no such tax or charge is due.
Clause type: payment
 Borrower will pay interest on each Term Loan Advance on the first Business Day of each month, beginning the month after the Advance Date. Borrower shall repay the aggregate Term Loan Advances principal balance that is outstanding on the day immediately preceding the Amortization Date, in equal monthly installments of principal and interest (mortgage style) beginning on the Amortization Date and continuing on the first Business Day of each month thereafter until the Secured Obligations (other than inchoate indemnity obligations) are repaid. The entire Term Loan Advances principal balance and all accrued but unpaid interest hereunder and all other Secured Obligations with respect to the Term Loan Advances, shall be due and payable on Term Loan Maturity Date. Borrower shall make all payments under this Agreement without setoff, recoupment or deduction, except as required by law, and regardless of any counterclaim or defense. Lender will initiate debit entries to Borrower’s account as authorized on the ACH Authorization (i) on each payment date of all periodic obligations payable to Lender under each Term Loan Advance and (ii) out-of-pocket legal fees and costs incurred by Agent or Lender in connection with Section 11.11 of this Agreement. Once repaid, a Term Loan Advance or any portion thereof may not be reborrowed.
Clause type: investment-company-act
 The Issuer shall conduct its operations in a manner which shall not subject it to registration as an “investment company” under the Investment Company Act.
Clause type: base-salary
 Executive's base salary as of the Effective Date will be $200,000.00 per year, payable in accordance with the applicable payroll practices of the Company. The Company will review Executive's base salary annually, and Executive will receive such increases in base salary, if any, for each succeeding year as the Board of Directors of the Company (the "Board") determines in its sole discretion. Executive's Base Salary will not be decreased during the Term of the Agreement except as part of a general reduction in which the base salaries of all corporate officers of the Company have been decreased and will not be decreased during a Window Period without Executive's prior written agreement.
Clause type: termination
(a) The Trust may be dissolved, after a majority of the Trustees have approved a resolution therefor, upon approval by not less than 75% of the Shares of each class or series outstanding and entitled to vote, voting as separate classes or series, unless such resolution has been approved by 80% of the Trustees, in which case approval by a Majority Shareholder Vote shall be required. Upon the dissolution of the Trust: