bhaskrr/legal-clauses huggingface dataset:
Clause type: payment
 Tenant shall pay the costs of any work done on the Premises pursuant to Sections 12.2 and 12.3., and shall keep the Premises, Building and Project free and clear of liens of any kind. Tenant hereby indemnifies, and agrees to defend against and keep Landlord free and harmless from all liability, loss, damage, costs, attorneys’ fees and any other expense incurred on account of claims by any person performing work or furnishing materials or supplies for Tenant or any person claiming under Tenant. Tenant shall give Notice to Landlord at least ten (10) business days prior to the expected date of commencement of any work relating to alterations, additions or improvements to the Premises. Landlord retains the right to enter the Premises and post such notices as Landlord deems proper at any reasonable time.
Clause type: loans
 Subject to the terms and conditions of this Agreement, from time to time during the period from the Effective Date to the date (the “Maturity Date”) that is the earlier of (a) February 18, 2019 or (b) the date specified by Lender to Borrower with at least 90 days’ prior written notice, Lender agrees to make loans (“Loans”) to Borrower in an aggregate principal amount outstanding not to exceed $50,000,000 at any time. Within the foregoing limits, Borrower may borrow, repay and reborrow Loans in accordance with the terms and conditions hereof. Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of (i) 1,000,000 shares of preferred stock, no par value per share (the "Company Preferred Stock"), of which 300,000 are designated Series A Junior Participating Preferred Stock, no par value per share (the "Series A Preferred Stock"); and (ii) 30,000,000 shares of Company Common Stock. On the date hereof, there are issued and outstanding 7,812,713 shares of Company Common Stock (net of 189,617 treasury shares held by the Company) and no shares of preferred stock or Series A Preferred Stock (all of which Series A Preferred Stock are reserved for issuance in accordance with the Rights Agreement (the "Company Rights Agreement") dated as of April 24, 1997, between the Company and American Stock Transfer & Trust Co., as Rights Agent (the "Rights Agent") pursuant to which the Company has issued rights (the "Company Rights") to purchase the Series A Preferred Stock). All of the issued and outstanding shares of Company Common Stock are validly issued, fully paid and nonassessable and the issuance thereof was not subject to preemptive rights. On the date hereof, there are 612,517 shares of Company Common Stock reserved for issuance under the Stock Option Plans of the Company set forth on Schedule 4.4 hereto.
Clause type: loans
 19.5.1 The Loans made to the Council for Yukon Indians prior to the date of signature of the First Yukon First Nation Final Agreement shall be prorated among the Yukon First Nations on the basis of Schedule A - Apportionment of the 1989 Aggregate Value attached to this chapter.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, and such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument.
Clause type: payment
 The Purchase Price for Buyer's portion of the Debentures shall be $500,000 for the Series C Debentures (the `Purchase Price'), which shall be payable at closing pursuant to the Letter Agreement between the Company and Israel Trading Fund Ltd. dated December 15, 1995 (the `Agreement'') by delivering immediately available funds in United States Dollars by wire transfer to Barry B. Globerman, Esq., 110 E. 59th Street, New York, N.Y. 10022 for closing by delivery of securities versus payment for each series of Debentures.
Clause type: payment
 Against such delivery, the Underwriters shall pay to the Republic in same-day funds the Purchase Price for the Securities, less the amounts referred to in Section 9(c) below, on the Closing Date in U.S. dollars to such account as shall be notified by the Republic to the Underwriters not later than three days prior to the Closing Date.
Clause type: investment-company-act
 Neither SJW nor any SJW Subsidiary is required to be registered as an investment company under the Investment Company Act of 1940 (the “Investment Company Act”).
Clause type: grant
 Pursuant to the provisions of the Plan, the terms of which are incorporated herein by reference, the Company hereby grants to the SAR Holder a Share Appreciation Right (the “SAR”) with respect to 8,250 Shares. The SAR represents a right to be paid, upon exercise of the SAR, an amount measured by (x) the difference between the Fair Market Value per Share on the date of exercise and the exercise price per Share of the SAR, multiplied by (y) the number of Shares with respect to which the SAR is exercised, with such amount to be paid in the form of Shares valued at their Fair Market Value on the date of exercise. The SAR is granted as of May 9, 2012 (the “Date of Grant”), and such grant is subject to the terms and conditions herein and the terms and conditions of the Plan. In the event there is any conflict between the terms of the Plan and this Agreement, the terms of the Plan shall control. Capitalized terms used herein but not defined shall have the meanings given to them in the Plan.
Clause type: vesting
 An Active Participant shall be fully vested in the Employer Credits made to the Deferred Compensation Account upon the first to occur of the following events:
Clause type: vesting
 The Participant’s interest in the Common Shares covered by the Share Award shall become vested and nonforfeitable to the extent provided in paragraphs (a), (b), (c), (d) and (e) below.
Clause type: loans
 Extend credit or account for loans and leases other than in accordance with existing lending policies and accounting practices, except that Pioneer Bank shall not, without the prior consent of InterWest's Chief Executive Officer or Chief Financial Officer, make any new loan or modify, restructure or renew any existing nonperforming loan (defined as on non-accrual status, or 90 days or more past due) to any borrower if the amount of the resulting loan, when aggregated with all other loans or extensions of credit to such Person (or which would be required to be aggregated for loans-to-one-borrower limitations), would be in excess of $250,000 for any new customer or $500,000 to any customer as of the date of this Plan, except that (i) single-family residential loans may be made in amounts that would not exceed applicable FHLMC and FNMA limits, and (ii) such limits shall not apply to SBA, FmHA, USDA Rural Development or other governmental or governmental agency guaranteed amounts.
Clause type: payment
 All Base Salary due Executive hereunder shall be paid in accordance with the general payroll payment practice of the Company for executive level employees; except that any payment relating to the termination of Executive shall be paid as a lump sum payment within fifteen (15) days of termination.
Clause type: indemnification
(a) The Company shall indemnify and hold harmless, to the fullest extent permitted by law, each Holder, its officers, directors and Affiliates, employees and agents of such Holder and each Person, if any, who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) from and against all losses, claims, damages, liabilities, judgments and expenses (including without limitation, the reasonable fees and other expenses incurred in connection with any suit, action, investigation or proceeding or any claim asserted) caused by, arising out of, in connection with or based upon, any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus (including any preliminary Prospectus) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in the light of the circumstances under which they were made, not misleading or any violation or alleged violation by the Company of the Securities Act, the Exchange Act or applicable “blue sky” laws, except insofar as the same are made in reliance and in conformity with information relating to such Holder furnished in writing to the Company by such Holder expressly for use therein or caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Prospectus or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such Holder with a sufficient number of copies of the same.
Clause type: assignment
This Agreement may not be assigned by the Servicer except as permitted under Sections 4.3, 4.5 and 5.2 hereof. This Agreement may not be assigned by the Administrator except as permitted under Sections 4.3 and 4.6 of the Administration Agreement.
Clause type: governing
Law. This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction.
Clause type: entire
Agreement. This Agreement, together with the Plan, constitute the entire obligation of the parties hereto with respect to the subject matter hereof and shall supersede any prior expressions of intent or understanding with respect to this transaction.
Clause type: base-salary
 The base salary for the Executive shall be $350,000 per year, or such other rate as the Board may designate from time to time (the “Base Salary”). The Base Salary shall be payable in regular installments in accordance with the Company’s general payroll practices and shall be subject to withholdings for applicable taxes and other legally-required or previously-agreed payroll deductions. The Executive’s performance shall be evaluated annually in March of each year. Any future salary increases will be based on the Executive’s individual performance and will be approved by the Board in its sole discretion.
Clause type: whereas
the parties by this Agreement desire to set forth their agreement regarding indemnification and advance of expenses;
Clause type: termination
This Agreement shall continue in force until written notice of termination is given by Customer or DWR. Termination shall not relieve either party of any liability or obligation incurred prior to such notice. Upon giving or receiving notice of termination, Customer will promptly take all action necessary to transfer all open positions in each account to another futures commission merchant.
Clause type: taxes
 The Issuer agrees to pay any and all stamp and other documentary taxes or duties which may be payable in connection with the execution, delivery, performance and enforcement of this Agreement.
Clause type: assignment
Neither Party may assign their interest in this Agreement without the written permission of the other Party.
Clause type: grant
 The Company hereby grants to the Employee under the Plan an award of the Target Number of Performance Shares set forth on the Notice of Grant, subject to all of the terms and conditions in this Agreement and the Plan. As of the date of grant, the Employee is an executive officer of the Company who is subject to Section 16 of the 1934 Act. The Performance Shares in which the Employee may vest shall depend upon achievement [INSERT DESCRIPTION OF PERFORMANCE GOALS] for the Performance Period and shall be determined in accordance with the Performance Matrix, attached hereto as Appendix B. In accordance with the Performance Matrix, the number of the Performance Shares in which the Employee may vest will range [INSERT APPLICABLE RANGE]. The number of such Shares shall be determined by the Committee following the end of the Performance Period, and shall be certified by the Committee following the end of each Performance Period. When Shares are paid to the Employee in payment for the Performance Shares, par value will be deemed paid by the Employee for each Performance Share by past services rendered by the Employee, and will be subject to the appropriate tax withholdings. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Plan.
Clause type: whereas
the Seller and the Purchaser wish to set forth the terms pursuant to which the Mortgage Loans, excluding the servicing rights thereto, are to be sold by the Seller to the Purchaser.
Clause type: board
 Employer agrees that so long as this Agreement is in effect, Employee will be nominated to the Board as part of management's slate of Directors.
Clause type: notices
Any notices under this Agreement shall be in writing, addressed and delivered, telecopied or mailed postage paid, to the other party entitled to receipt thereof at such address as such party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Trust and that of the Advisor shall be 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173.
Clause type: base-salary
 “Base Salary” shall have the meaning set forth in Section 3(a) hereof.
Clause type: investment-company-act
 (a) Neither it nor any of its Subsidiaries is an “investment company” within the meaning of the US Investment Company Act of 1940, as amended.
Clause type: counterparts
69 9.6 Governing Law . . . . . . . . . . . . . . . . . . 69 9.7 Notices . . . . . . . . . . . . . . . . . . . . . 69 9.8
Clause type: base-salary
 You will be paid an annual base salary of Three Hundred Thousand Dollars ($300,000). Your base salary will be payable pursuant to the Company’s regular payroll policy. Your salary shall be reviewed annually and may be increased by the Board in connection with any such review.
Clause type: investment-company-act
 The Company will use its best efforts to conduct its affairs and the affairs of its Subsidiaries in such a manner so as to ensure that neither the Company nor any of its Subsidiaries will be an “investment company” (as defined in the 1940 Act) or an entity “controlled” by an investment company that is required to be registered under the 1940 Act.
Clause type: headings
The headings of sections and subsections of this Agreement are for convenience only and shall not in any way affect the interpretation of any provision of this Agreement or of the Agreement itself.
Clause type: loans
 (a) Subject to the terms and conditions set forth in this Agreement, each Lender severally agrees to make, Convert and Continue Loans until the Termination Date as Borrower may from time to time request; provided that the Outstanding Obligations of each Lender shall not exceed such Lender's Commitment, and the Outstanding Obligations of all Lenders shall not exceed the combined Commitments at any time. Subject to the foregoing, and the other terms and conditions hereof, Borrower may borrow, Convert, Continue, prepay and reborrow Loans as set forth herein.
Clause type: investments
 Whenever Agent in good faith determines that it is uncertain about how to distribute to Banks any funds which it has received, or whenever Agent in good faith determines that there is any dispute among the Banks about how such funds should be distributed, Agent may choose to defer distribution of the funds which are the subject of such uncertainty or dispute. If Agent in good faith believes that the uncertainty or dispute will not be promptly resolved, or if Agent is otherwise required to invest funds pending distribution to the Banks, Agent may invest such funds pending distribution. All interest on any such investment shall be distributed upon the distribution of such investment and in the same proportions and to the same Persons as such investment. All monies received by Agent for distribution to the Banks (other than to the Person who is Agent in its separate capacity as a Bank) shall be held by the Agent pending such distribution solely as Agent for such Banks, and Agent shall have no equitable title to any portion thereof.
Clause type: investment-company-act
 (i) The Borrower or the Parent shall become an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any of the foregoing is at any time not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, solely by virtue of an exception pursuant to Section 3(c)(1) or 3(c)(7) thereof or (ii) the Issuer shall become a “covered fund” under Section 13 of the Bank Holding Company Act of 1956, as amended.
Clause type: interest
 The Borrower shall pay interest to the Bank on the outstanding and unpaid principal amount of the Revolving Credit Loans made under this Agreement at a rate per annum as follows:
Clause type: investments
 No Borrower shall, without the prior written consent of the Lenders, make any further investments, other than investments relating to the Vessel owned by it, provided that such investment is made at a time when no Default is continuing or would occur from the making of the relevant investment, and provided further that the Parent Guarantor and the Borrowers will be in compliance with the financial covenants set out in Clause 21 (Financial covenants) following the making of the relevant investment.
Clause type: miscellaneous
(a) This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable without the written consent of the other party.
Clause type: governing
Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Georgia, without regard to principles of conflicts of law.
Clause type: confidentiality
In the course of performing services hereunder and otherwise, the Executive has had, and it is anticipated that the Executive will from time to time have, access to confidential records, data, customer lists, trade secrets, technology and similar confidential information owned or used in the course of business by the Company and its subsidiaries and affiliates (the “Confidential Information”). The Executive agrees (i) to hold the Confidential Information in strict confidence, (ii) not to disclose the Confidential Information to any Person (other than in the regular business of the Company), and (iii) not to use, directly or indirectly, any of the Confidential Information for any competitive or commercial purpose; provided, however, that the limitations set forth above shall not apply to any Confidential Information which (A) is then generally known to the public, (B) became or becomes generally known to the public through no fault of the Executive, or (C) is disclosed in accordance with an order of a court of competent jurisdiction or applicable law. Upon termination of the Executive’s employment with the Company, all data, memoranda, customer lists, notes, programs and other papers and items, and reproductions thereof relating to the foregoing matters in the Executive’s possession or control, shall be returned to the Company and remain in its possession. This Section 8 shall survive the termination of this Agreement for any reason.
Clause type: payment
 The Company agrees that, so long as the Purchaser shall own any Notes purchased by it from the Company hereunder, the Company will make payments to the Purchaser of all amounts due thereon by wire transfer by 1:00 P.M. (New York City time) on the date of payment to such account as is specified beneath the Purchaser's name on the signature page hereof or to such other account or in such other similar manner as the Purchaser may designate to the Company in writing.
Clause type: entire
Agreement. This Agreement, together with any exhibits attached hereto, constitutes the entire understanding and agreement of the parties hereto regarding the employment of Employee. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings, and agreements between the parties relating to the subject matter of this Agreement.
Clause type: investments
 The Borrower will not, nor will it permit any of its Subsidiaries to, make or permit to remain outstanding any Investments except:
Clause type: headings
The section headings herein are for convenience only and shall not be considered in construing this Award Agreement.
Clause type: investments
 Neither the Borrower nor the Restricted Subsidiaries shall directly or indirectly, make any Investments, except:
Clause type: base-salary
 During the Employment Period, the Employee shall receive an annual base salary of $200,000, subject to increase by the Board, which annual base salary shall be further subject to annual increase by an amount equal to at least the increase in the cost of living, if any, between the date of the immediately preceding increase and the date of each such adjustment, based upon the Consumer Price Index for Urban Consumers, or, if that index is discontinued, a similar index prepared by a department or agency of the United States government (as so increased and adjusted, the “Annual Base Salary”). The Annual Base Salary shall be paid in accordance with the customary payroll practices of the Company, subject to withholding and other payroll taxes.
Clause type: investment-company-act
 None of the Parent, the Borrowers nor any of their Subsidiaries is an "investment company" or a company "controlled" by an "investment company," within the meaning of the Investment Company Act of 1940, as amended and the rules and regulations thereunder.
Clause type: investments
 Borrower will not purchase the debt or equity of another person or entity except for savings accounts and certificates of deposit of Bank, direct U.S. Government obligations and commercial paper issued by corporations with the top ratings of Moody's or Standard & Poor's, provided all such permitted investments shall mature within one year of purchase.
Clause type: base-salary
 During the Employment Period, the Bank shall pay Executive the annual base salary that is reflected in the payroll records of the Bank on the Effective Date (“Base Salary”), subject to any discretionary increases that the Board may hereafter elect to make pursuant to this Section 3(a). Any portion of annual Base Salary that Executive elects to defer under any deferred compensation arrangement that is now or hereafter maintained by the Bank shall be considered part of Base Salary for the purposes of this Agreement. Executive’s Base Salary shall be payable in accordance with the regular payroll practices of the Bank. The Board or the Human Resources Committee may increase Executive’s Base Salary at any time,
Clause type: loans
 (a) The allowance for loan losses reflected on the Mahaska 1997 Balance Sheet was, and such allowance reflected on each consolidated balance sheet of Mahaska and the Mahaska Subsidiaries as of any date subsequent to the date hereof, which is required to be furnished by Mahaska to the Company will in the reasonable opinion of management of Mahaska be, in each case as of the date thereof, adequate in accordance with generally accepted accounting principles to provide for losses relating to or inherent in the loan and lease portfolios (including accrued interest receivables) of Mahaska and the Mahaska Subsidiaries and other extensions of credit (including letters of credit and commitments to make loans or extend credit) by Mahaska and the Mahaska Subsidiaries.
Clause type: compensation
 In consideration for all services rendered by Executive under this Agreement, Executive shall receive the compensation described in this Section 2. All such compensation shall be paid subject to appropriate tax withholding and similar deductions.