bhaskrr/legal-clauses huggingface dataset:
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which, when executed by both parties to this Agreement, shall be deemed to be an original, and all of which counterparts together shall constitute one and the same instrument.
Clause type: headings
All headings are inserted for convenience of reference only and shall not affect the meaning or interpretation of any such provisions or of this Agreement, taken as an entirety.
Clause type: loans
 The Obligors shall not make any loans or advances to, nor acquire the Indebtedness of, any Person, PROVIDED, HOWEVER, the foregoing does not prohibit any of the following:
Clause type: termination
This Agreement may be terminated at any time on or prior to the Closing Date:
Clause type: investment-company-act
 None of any Loan Party, any Person Controlling any Loan Party, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.
Clause type: interest
 Subject to the provisions of Section 2.06(b), (i) each Eurodollar Rate Loan under the Term Facility shall bear interest on the outstanding principal amount thereof for each Interest Period from the applicable borrowing date at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; and (ii) each Base Rate Loan under the Term Facility shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate. To the extent that any calculation of interest or any fee required to be paid under this Agreement shall be based on (or result in) a rate that is less than zero, such rate shall be deemed zero for purposes of this Agreement.
Clause type: compensation
 (a) With respect to any Units which are sold to the public subject to a sales charge, you will be entitled to receive the sales charge set forth in the Prospectus, subject to any waivers or reductions of such sales charge, if any, in accordance with Section 4 of this Agreement.
Clause type: compensation
 In consideration for the Services provided, the Consultant is to be paid in the following manner: (check all that apply)
Clause type: ownership_of_shares
 The Seller owns beneficially 100% of the common stock and other equity interests in the Acquired Companies (the “Shares”). Seller owns the Shares free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. All of the Shares have been duly authorized by all necessary corporate action on the part of the Acquired Companies and are validly issued, fully paid and non-assessable. There are no rights outstanding, options, warrants, purchase rights, or other contracts or commitments that could require Seller to sell, transfer, or otherwise dispose of any capital stock or other equity interest of the Acquired Companies (other than this Agreement). At Closing, the Buyer shall own 100% of the Shares and 100% of the equity in the Acquired Companies free and clear of all Liens. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Acquired Companies.»
Clause type: assignment
Neither of the parties may assign or delegate any of its rights or duties under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld. 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: investment-company-act
 The Borrower is not, nor immediately after the application by the Borrower of the proceeds of each Loan or the issuance of any Letter of Credit will the Borrower be, an “investment company” or an “affiliated company” or a “principal underwriter” of an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended.
Clause type: notices
All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally, one day after sent by recognized overnight courier, or five (5) days after deposit in the United States mail, postage prepaid, registered or certified mail, return receipt requested, to the parties at the following addresses (or to such other address as a party may have specified by notice duly given to the other party in accordance with this provision): If to the Employee: At the Employee's then current business or residence address as shown on the records of SPSS, with a copy to such other person as the Employee may have specified by notice duly given to SPSS in accordance with this provision. If to SPSS: SPSS Inc. 444 N. Michigan Avenue Chicago, Illinois 60611 Attention: President With a copy to: Ross & Hardies 150 N. Michigan Avenue Chicago, Illinois 60601-7567 Attention: Lawrence R. Samuels, Esq.
Clause type: indemnification
The Borrower will indemnify and hold the Bank harmless from any loss, liability, damages, judgments, and costs of any kind relating to or arising directly or indirectly out of (a) this Agreement or any document required hereunder, (b) any credit extended or committed by the Bank to the Borrower hereunder, and (c) any litigation or proceeding related to or arising out of this Agreement, any such document, or any such credit. This indemnity includes but is not limited to attorneys' fees (including the allocated cost of in-house counsel). This indemnity extends to the Bank, its parent, subsidiaries and all of their directors, officers, employees, agents, successors, attorneys, and assigns. This indemnity will survive repayment of the Borrower's obligations to the Bank. All sums due to the Bank hereunder shall be obligations of the Borrower, due and payable immediately without demand.
Clause type: dividends
 (a) The Voting Trustees shall instruct the Company to pay all dividends and distributions upon the Shares deposited with the Voting Trustees, other than any dividend or distribution paid in shares of stock of the Company having voting powers, directly to the holders of the Voting Trust Certificates. Upon such instructions being given by the Voting Trustees to the Company, all liability of the Voting Trustees with respect to such dividends and distributions shall cease, except that the Voting Trustees shall be obligated to pay to the holders any dividend or distribution paid by the Company to the Voting Trustees in contravention of the instructions given by the Voting Trustees. All such dividends and distributions shall be paid to such holders ratably, in accordance with the number and class of Shares represented by their respective Voting Trust Certificates and in no event shall the Voting Trustees accumulate or reinvest any such dividends or distributions.
Clause type: assignment
This Agreement shall not be assignable or otherwise transferable by any party hereto without the prior written consent of the other parties hereto.
Clause type: investment-company-act
 The Facility B Borrower has elected to be regulated as a “business development company” within the meaning of the Investment Company Act of 1940.
Clause type: compensation
 Adviser will pay to Subadviser, and Subadviser will accept as full compensation for its services rendered hereunder, an investment advisory fee, computed at the end of each month and payable within five (5) business days thereafter, equal to the annual rate of [x.xx] % of the average daily net assets of the Fund. All parties to this Agreement do hereby authorize and instruct the Fund’s administrator, Brown Brothers Harriman & Co., or its successor, to provide a calculation each month of the gross amount due to Subadviser. In the event that Subadviser’s services to the Fund begin or end at a time other than the beginning or end of a month, fees payable to Subadviser will be prorated for that portion of the month during which services were actually rendered. During the term of this Agreement, Subadviser may, from time to time, waive receipt of some or all of its fee and/or reimburse the Fund for other expenses incurred by the Fund in order to assist the Fund to maintain a certain overall expense ratio, such expense ratio to be determined by the Subadviser at its discretion. Subadviser is under no obligation to waive receipt of its fees, reimburse the Fund for expenses, or attempt in any manner to maintain any predetermined expense cap. Such actions and/or waivers on the part of Subadviser are entirely voluntary. However, in the event Subadviser does undertake such waivers and/or reimbursements, Subadviser may recover such waived fees and/or reimbursed expenses, at Subadviser’s discretion, at any time for a period of thirty-six months subsequent to the time such waiver or reimbursement is made.
Clause type: capitalization
 The issued and outstanding units of general, limited and/or preferred partner interests of the Operating Partnership are as set forth in the Company’s and the Operating Partnership’s most recent Quarterly Report on Form 10-Q (except for subsequent issuances thereof, if any, contemplated under this Agreement or referred to in the General Disclosure Package and the Prospectus).
Clause type: insurance
A. The Contractor and its subcontractors (if any) shall secure and keep in force during the term of this Contract the following insurance coverages (if applicable) covering the Contractor for any and all claims of any nature which may in any manner arise out of or result from Contractor’s performance under this Contract:
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.
Clause type: investment_company
 Neither the Company nor any of its Subsidiaries is an “investment company,” a company “controlled” by an “investment company,” or an “investment adviser” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”), or the Investment Advisers Act of 1940, as amended (the “Advisers Act”).
Clause type: entire
Agreement. This Agreement supersedes all prior agreements and understandings between the parties, oral or written. No modification, termination or attempted waiver shall be valid unless in writing, signed by the party against whom such modification, termination or waiver is sought to be enforced.
Clause type: payment
 (1) Failure to pay any installment or other payment of principal of any Loan when due, or to repay Revolving Loans to reduce their balance to the maximum amount of Revolving Loans then permitted to be outstanding or to reimburse any L/C Issuer for any payment made by such L/C Issuer under or in respect of any Letter of Credit when due or (2) failure to pay, within three (3) Business Days after the due date, any interest on any Loan or any other amount due under this Agreement or any of the other Loan Documents; or
Clause type: severability
If any provision of this Agreement is found to be invalid or unenforceable, then such provision shall be construed, to the extent feasible, so as to render the provision enforceable and to provide for the consummation of the transactions contemplated hereby on substantially the same terms as originally set forth herein, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement, which shall remain in full force and effect unless the severed provision is essential to the rights or benefits intended by the parties. In such event, the parties shall use best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which most nearly effects the parties’ intent in entering into this Agreement.
Clause type: representations
and Warranties. To induce the Administrative Agent and Lenders to enter into this Agreement and to induce the Lenders to make Extensions of Credit, the Borrower hereby represents and warrants to the Administrative Agent and Lenders both before and after giving effect to the transactions contemplated hereunder that:
Clause type: taxes
 The Executive acknowledges that (a) the ultimate liability for any and all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”) legally due by him or her is and remains the Executive’s responsibility and may exceed the amount actually withheld by the Company and/or the Service Recipient and (b) the Company and/or the Service Recipient or a former Service Recipient, as applicable, (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant, vesting and/or conversion of the RSUs and issuance of Shares; (ii) do not commit and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Executive’s liability for Tax-Related Items; (iii) may be required to withhold or account for Tax-Related Items in more than one jurisdiction if the Executive has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event; and (iv) may refuse to deliver the Shares to the Executive if he or she fails to comply with his or her obligations in connection with the Tax-Related Items as provided in this Section. The Executive authorizes and consents to the Company and/or the Service Recipient, or their respective agents, satisfying all applicable Tax-Related Items which the Company reasonably determines are legally payable by him or her by withholding from the Shares that would otherwise be delivered to the Executive the highest number of whole Shares that the Company determines has a value less than or equal to the aggregate applicable Tax-Related Items. In lieu thereof, the Executive may elect at the time of conversion of the RSUs such other then-permitted method or combination of methods established by the Company and/or the Service Recipient to satisfy the Executive’s Tax-Related Items.
Clause type: employee_benefits
 While Employee is employed by the Company during the Term, Employee shall be entitled to participate in the retirement plans, health plans, and all other employee benefits made available by the Company, and as they may be changed from time to time. Employee acknowledges and agrees that Employee will be subject to all eligibility requirements and all other provisions of these benefits plans, and that the Company is under no obligation to Employee to establish and maintain any employee benefit plan in which Employee may participate. The terms and provisions of any employee benefit plan of the Company are matters within the exclusive province of the Board, subject to applicable law.
Clause type: interest
 No interest shall be paid or credited to the Member on its Capital Account or upon any undistributed profits left on deposit with the Company. Except as provided herein or by law, the Member shall have no right to demand or receive the return of its Capital Contribution.
Clause type: representations
and Warranties. 2.1. The Company represents and warrants that:
Clause type: insurance
The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Subsidiary operates.
Clause type: representations
and Warranties. The representations and warranties of Parent and Sub contained in this Agreement that are qualified as to materiality shall be true and correct, and the representations and warranties of Parent and Sub contained in this Agreement that are not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date. The Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to such effect.
Clause type: base-salary
 The Company shall pay the Executive an annual base salary of $365,000.00. The annual base salary shall be paid to the Executive in accordance with the established payroll practices of the Company (but no less frequently than monthly) subject to ordinary and lawful deductions. The Compensation Committee of the Company will review the Executive’s base salary from time to time to consider whether any increase should be made. The base salary during the Term will not be less than that in effect at any time during the Term.
Clause type: investment-company-act
 Aphria is not an “investment company” within the meaning of the U.S. Investment Company Act of 1940.
Clause type: investment-company-act
 Neither the Company nor any of its subsidiaries is, or will be immediately after the consummation of the transactions contemplated by this Agreement and the Master Forward Confirmation, required to be registered as an investment company under the Investment Company Act of 1940, as amended.
Clause type: investments
 Neither the Ultimate Parent nor any such Universal Shared Guarantor shall make any Investment (as defined in each of the Credit Agreements) in any Dex Shared Guarantor.
Clause type: base-salary
 Commencing on the Effective Date (as defined in ss. 3.1), the Company shall pay Executive during the term of Executive's employment under this Agreement, a base salary equal to One Hundred Fifty Thousand Dollars ($150,000) per annum (the "Base Salary"), which amount shall be subject to adjustment, if any, in accordance with this ss. 2.1. The Compensation Committee of the Board (the "Committee") shall review Executive's Base Salary on an annual basis, and the Committee upon such review and in its sole discretion, may increase or decrease Executive's Base Salary by an amount which the Committee deems appropriate in light of the Company's and Executive's performance during the period covered by such review; provided, however, that Executive's Base Salary shall not be reduced below One Hundred Fifty Thousand Dollars ($150,000) per annum. The Base Salary, less all applicable withholding taxes, shall be paid to Executive in accordance with the payroll procedures in effect with respect to officers of the Company.
Clause type: payment
 Any Bonus or other discretionary compensation payments due under this Agreement shall be paid to Employee at the time specified by the Compensation Committee at the time any such Bonus or other discretionary compensation payment is awarded, but in no event later than 21/2 months after the end of the taxable year in which any substantial risk of forfeiture with respect to such Bonus or other payment lapses. Unless otherwise specifically provided for in this Agreement or a plan, policy or program of the Company, Employee must be employed by the Company or an Affiliate on the date the Bonus or other payment is made to be entitled to receive the Bonus or other payment.
Clause type: loans
 The Mortgage Loans designated on the Mortgage Loan Schedule as Group III Loans.
Clause type: payment
 (a) All payments under this Section 3 will be made by check or wire transfer. Payments will be made in US Dollars. All amounts due under this Section 3 will be due within thirty (30) days of receipt of invoice. PEKO will invoice ViewRay upon shipment.
Clause type: employee_benefits
 Parent further agrees that to the extent Parent terminates or freezes a Company Benefit Plan of the Acquired Companies, (i) that the employees of the Acquired Companies who continue employment with Parent or its subsidiaries shall be enrolled in comparable plans of Parent to the extent that Parent then offers comparable plans to its employees who are employed at similar geographic locations, and (ii) that for purposes of determining eligibility, vesting and benefits under any such Parent plans, Parent will recognize service with the Acquired Companies. For the avoidance of doubt, the participation of any employees of the Acquired Companies in any equity based compensation plans of Parent will be expressly determined by Parent in its sole discretion. Nothing in this Agreement shall require Parent to retain any Acquired Companies employees for any period of time after the Closing Date and, subject to requirements of applicable law, Parent reserves the right, at any time after the Closing Date, to terminate such employment and to amend, modify or terminate any term and condition of employment including, without limitation, any employee benefit plan, program, policy, practice or arrangement or the compensation or working conditions of Acquired Company employees. Prior to the Acceptance Time, the Company (acting through the compensation committee of the Company Board of Directors if such committee is comprised of independent directors as provided in Rule 14d-10(d)(2) or, if such compensation committee in not comprised of such independent directors, by a special committee as provided in Rule 14d-10(d)(2)) shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or any of its Subsidiaries with respect to any payments that are to be made to any of its officers, directors or employees which are described in Section 2.5(b) and Section 5.2 of the Company Disclosure Letter to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act. For purposes hereof, “Acceptance Time” shall mean the time at which Acquisition Co. accepts for payment shares of Company Common Stock tendered and not properly withdrawn pursuant to the Offer.
Clause type: ownership_of_shares
 Such party is the true and lawful owner, beneficially and of record, of that number of Shares indicated below such parties signature.
Clause type: severability
In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations shall not in any way be affected or impaired thereby, and if any provision is inapplicable to any person or circumstances, it shall nevertheless remain applicable to all other persons and circumstances.
Clause type: payment
 The Party responsible for payment designated in Exhibit A (“Paying Party”) shall pay to Iron Mountain all fees as set forth in the Work Request (“Service Fees”). Except as set forth below, all Service Fees are due within thirty (30) calendar days from the date of invoice in U.S. currency and are non-refundable. Iron Mountain may update Service Fees with a ninety (90) calendar day written notice to the Paying Party during the term of this Agreement. The Paying Party is liable for any taxes related specifically to Services purchased under this Agreement or shall present to Iron Mountain an exemption certificate acceptable to the taxing authorities. Applicable taxes shall be billed as a separate item on the invoice. Depositor and Beneficiary agree that if this Agreement terminates during the term for any reason, other than for the fault of Iron Mountain, all prepaid fees shall be non-refundable. Any Service Fees not collected by Iron Mountain when due shall bear interest until paid at a rate of one percent (1%) per month (12% per annum) or the maximum rate permitted by law, whichever is less. Notwithstanding, the non-performance of any obligations of Depositor to deliver Deposit Material under the License Agreement or this Agreement, Iron Mountain is entitled to be paid all Service Fees that accrue during the Term of this Agreement.