bhaskrr/legal-clauses huggingface dataset:
Clause type: confidentiality
The Executive hereby covenants and agrees that, except as specifically requested or directed by the Company, he will not disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information (as defined below) of the Company. For purposes of this Agreement, the term "confidential or proprietary information" will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by the Executive's breach of this Section 9) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company's financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, consulting solutions and processes, and all other secrets and all other information of a confidential or proprietary nature which is protected by the Uniform Trade Secrets Act. For purposes of the preceding two sentences, the term "Company" will also include any Subsidiary (collectively, the "Restricted Group"). The foregoing obligations imposed by this Section 9 will not apply (i) in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has become, through no fault of the Executive, generally known to the public, or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). Notwithstanding the foregoing, nothing in this Agreement restricts or prohibits the Executive from reporting possible violations of law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or from making other disclosures that are protected under state or federal law or regulation. The Executive does not need the prior authorization of the Company to make such reports or disclosures. The Executive is not required to notify the Company that the Executive has made any such reports or disclosures.
Clause type: interest
 Interest shall accrue on the outstanding principal balance of this Note at the rate of 8% per year, compounded annually on the basis of actual days elapsed in a 365- or 366-day year, as appropriate. Notwithstanding any other provision of this Note, the Holder does not intend to charge, and the Company shall not be required to pay, any interest or other fees or charges or premiums in excess of the maximum permitted by applicable law; any payments in excess of such maximum shall be refunded to the Company or credited to reduce principal hereunder.
Clause type: grant_of_option
 Subject to the terms and conditions of this Agreement and the Plan, the Company hereby grants to the Optionee the right and option to purchase from the Company all or part of an aggregate of 5,000 shares of Common Stock. This option is not intended to qualify as an incentive stock option within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended.
Clause type: ownership_of_shares
 Sellers shall have transferred all the Shares to Buyer, free and clear of all Encumbrances. No claim shall have been filed, made or threatened by any Person asserting that such Person is entitled to any part of the Purchase Price paid for the Shares. The parties agree that Buyer's purchase of the Shares pursuant to the terms and conditions of this Agreement will not trigger any transfer taxes.
Clause type: representations
and Warranties. Each of the representations and warranties contained in the Loan Documents is and will be true and correct in all material respects on and as of the date hereof and as of the effective date of this Amendment, except to the extent that such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects as of such earlier date.
Clause type: investments
 The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly make or maintain any Investment except for the following:
Clause type: severability
If for any reason any term or provision of this Agreement is held to be invalid or unenforceable, all other valid terms and provisions hereof shall remain in full force and effect, and all of the terms and provisions of this Agreement shall be deemed to be severable in nature. If for any reason any term or provision containing a restriction set forth herein is held to cover an area or to be for a length of time which is unreasonable, or in any other way is construed to be too broad or to any extent invalid, such term or provision shall not be determined to be null, void and of no effect, but to the extent the same is or would be valid or enforceable under applicable law, any court of competent jurisdiction shall construe and interpret or reform this Agreement to provide for a restriction having the maximum enforceable area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under applicable law.
Clause type: loans
 Bank will make extensions of credit or other financial accommodations for Borrower’s benefit (each, a “Loan” and collectively, “Loans”), and Borrower promises to pay Bank the amount of all Loans and other debts, principal, interest, Bank Expenses (as defined in Section 8.2), the Prepayment Premium, the Final Payment, and other amounts Borrower owes Bank now or later and interest accruing after insolvency proceedings begin and debts, liabilities, or obligations of Borrower assigned to Bank (collectively, “Obligations”) pursuant to the terms and conditions of this Agreement or the other Loan Documents, and as set forth on Schedule A. Bank’s obligation to make any Loan is subject to its receipt of the agreements, documents and fees it reasonably requires.
Clause type: definitions
Unless otherwise defined herein, the terms used herein have the respective meanings given them in the Declaration of Trust.
Clause type: notices
All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, if so delivered or mailed, as the case may be, to the following addresses: If to the Indemnitee, to the address set forth in the records of the Company. If to the Company, to: Hines Real Estate Investment Trust, Inc. 2800 Post Oak Boulevard, Suite 5000 Houston, Texas 77056-6118 Attn: President or to such other address as may have been furnished to the Indemnitee by the Company or to the Company by the Indemnitee, as the case may be.
Clause type: miscellaneous
Section 8.01 This First Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York. This First Supplemental Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of the Indenture and shall, to the extent applicable, be governed by such provisions.
Clause type: taxes
 Such Seller Party will file all tax returns and reports required by law to be filed by it and will promptly pay all taxes and governmental charges at any time owing except, in the case of each Seller Party other than the Sellers, for taxes not yet due or that are being diligently contested in good faith by appropriate proceedings and that have been adequately reserved against in accordance with GAAP. Each Seller will pay when due any taxes payable in connection with the Receivables, exclusive of taxes on or measured by income or gross receipts of any Company, the Agent or any Financial Institution.
Clause type: severability
This is a severable Agreement. In the event that any provision of this Agreement would require a party to take action prohibited by applicable federal or state law or prohibit a party from taking action required by applicable federal or state law, then it is the intention of the parties hereto that such provision shall be enforced to the extent permitted under the law, and, in any event, that all other provisions of this Agreement shall remain valid and duly enforceable as if the provision at issue had never been a part hereof.
Clause type: loans
 Under no circumstances may the Executive receive a Loan from the Company, of any kind or fashion, or of any duration, whatsoever.
Clause type: payment
 In consideration for the services to be performed by the Contractor, the Client agrees to pay the contractor $_ for the completion of Services performed. Completion shall be defined as the fulfillment of Services as described in Section II in accordance with industry standards and to the approval of the Client, not to be unreasonably withheld. The Contractor agrees to be paid: (check one) ☐ - At completion of the Services performed. ☐ - On a ☐ weekly ☐ monthly ☐ quarterly basis beginning on _ , 20_ until the completion of the Services. ☐ - Commission in the amount of __ . ☐ - Other. _.
Clause type: interest
 The Issuers promise to pay interest on the principal amount of this Note at the rate per annum shown above. The Issuers will pay interest semiannually on January 1 and July 1 of each year, commencing on January 1, 2016. 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 and including June 25, 2015. Interest shall be computed on the basis of a 360-day year of twelve 30 day months.
Clause type: now
THEREFORE in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Clause type: miscellaneous
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by the Executive or the Company; provided, however, that this Agreement shall supersede any agreement setting forth the terms and conditions of the Executive's employment with the Company only in the event that the Executive's employment with the Company is terminated on or following a Change in Control, by the Company other than for Cause or by the Executive other than for Good Reason. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Texas without regard to its principles of conflicts of law. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 6 and 7 hereof) shall survive such expiration.
Clause type: ownership_of_shares
 On the date hereof, Stockholder owned of record or Beneficially Owned the Shares of Common Stock set forth on Schedule I attached hereto and, on the date hereof, such Shares of Common Stock owned by Stockholder constitute all of the Shares of Common Stock owned of record or Beneficially Owned by Stockholder and its affiliates, and Stockholder and its affiliates do not hold any securities convertible into or exchangeable for shares of Common Stock. Stockholder has sole voting power, sole power of disposition, sole power of conversion, sole power to demand appraisal rights and sole power to enter into and perform all of its obligations under this Agreement with respect to all of the Shares of Common Stock owned by Stockholder and its affiliates, with no restrictions, subject to applicable federal and state securities laws, on Stockholder’s rights of disposition pertaining thereto.
Clause type: headings
The headings herein contained are for reference only and shall not affect the meaning or interpretation of any provision of this Agreement.
Clause type: ownership_of_shares
 During the three (3) years prior to the date hereof, neither Parent nor Sub has been an “interested party” with respect to the Company, as such term is used in Section 203 of the DGCL.
Clause type: assignment
Neither party may assign this Agreement or any of its rights and obligations under this Agreement without the prior written consent of the other party; provided, that either party may assign this Agreement without the consent of the other party to an Affiliate or in connection with any merger, acquisition, or sale a majority of such party’s voting stock or a sale of substantially all such party’s assets; provided, further, that in each instance the assignee expressly assumes all obligations imposed on the assigning party by this Agreement in writing and the other party is notified in advance of such assignment. Any purported assignment in violation of this Section 10.5 shall be null and void.
Clause type: entire
Agreement. The obligations of this Agreement shall apply to any time during which Director previously provided service, or will in the future provide service, to the Corporation as a consultant or agent if no other agreement governs nondisclosure and assignment of inventions during such period. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party to be charged. The headings in this Agreement are used for convenience only and are not to be considered a part of this Agreement or be used to interpret the meaning of any part of this Agreement.
Clause type: payment_terms
 A. The A&M System or the applicable A&M System member (MEMBER) shall compensate the PROVIDER for the scope and fees negotiated at the time a specific project is assigned, to include reimbursables. PROVIDER shall invoice for amounts due consistent with the payment schedule outlined in the purchase order for that specific project. Payment will be made to PROVIDER upon approval of such invoice by the A&M System or MEMBER.
Clause type: whereas
to the extent permitted by applicable insurance laws and regulations, LIFE COMPANY intends to purchase shares of TRUST to fund the aforementioned Variable Contracts and TRUST is authorized to sell such shares to LIFE COMPANY at net asset value;
Clause type: severability
All provisions of this Agreement are intended to be severable. In the event any provision or restriction contained herein is held to be invalid or unenforceable in any respect, in whole or in part, such finding will in no way affect the validity or enforceability of any other provision of this Agreement. The parties hereto further agree that any such invalid or unenforceable provision will be deemed modified so that it will be enforced to the greatest extent permissible under law, and to the extent that any court of competent jurisdiction determines any restriction herein to be unreasonable in any respect, such court may limit this Agreement to render it reasonable in the light of the circumstances in which it was entered into and specifically enforce this Agreement as limited.
Clause type: representations
and Warranties. All of the representations and warranties of Purchaser set forth in this Agreement that are qualified as to materiality shall be true and correct and any such representations and warranties that are not so qualified shall be true and correct in all material respects, in each case as of the date hereof and as of the Closing Date, other than representations and warranties that speak as of a specific date or time (which need only be so true and correct as of such date or time).
Clause type: miscellaneous
4.1 References in the Credit Agreement or in any other Loan Document to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended hereby and as further amended from time to time.
Clause type: indemnification
(a) Subadviser agrees to indemnify and hold the Trust and Manager harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorneys fees) suffered by the Trust or Manager resulting from (i) Subadviser’s breach of its duties hereunder, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser’s duties and obligations under this Agreement, except to the extent such loss results from the Trust’s or Manager’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of their respective duties and obligations under the Management Contract or this Agreement.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement of the Parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written, relating to the matters contained herein.
Clause type: assignment
The Grantee shall neither assign nor transfer any rights or obligations under this grant agreement without the prior written consent of the State, approved by the same parties who executed and approved this grant agreement, or their successors in office.
Clause type: grant
 The Representative (or its designees) (together, the "Holders" and each a "Holder") is hereby granted the right to purchase, at any time from __________, 2004, until 5:30 P.M., New York time, on __________, 2008, up to an aggregate of 120,000 shares of Class A Common Stock at an initial exercise price (subject to adjustment as provided in SECTION 8 hereof) of $6.00 per share of Class A Common Stock. Except as set forth herein, the shares of Class A Common Stock issuable upon exercise of the Warrants are in all respects identical to the shares of Class A Common Stock being purchased by the Underwriters for resale to the public pursuant to the terms and provisions of the Underwriting Agreement.
Clause type: representations
and Warranties. Each of the representations and warranties of the Company contained in this Agreement shall be true and correct (without giving effect to any qualification as to materiality or Company Material Adverse Effect contained in any specific representation or warranty), as of the date of this Agreement and as of the Closing Date, except (i) for changes contemplated or permitted by this Agreement, (ii) that the accuracy of representations and warranties that by their terms speak as of another date will be determined as of such date and (iii) where any failures of any such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; and Parent shall have received a certificate of the Company signed on behalf of the Company by the chief executive officer and chief financial officer of the Company to such effect.
Clause type: ownership_of_shares
 Except as a result of entering into this Agreement or the transactions contemplated hereby, neither Parent, Merger Subsidiary nor any of Parent’s other direct or indirect Subsidiaries is an “interested shareholder” (as defined in Section 2553 of Pennsylvania Law) of the Company. As of the date of this Agreement, none of Parent, Merger Subsidiary or any other direct or indirect Subsidiary of Parent beneficially owns any Common Shares.
Clause type: payment
 9.1 Aggregate Net Liability of the CVL IM and the Train Operator for Performance Sums
Clause type: investments
 Except as provided in Section 5.19 or Section 5.11, not, and not permit any Designated Subsidiary to, make or permit to exist any Investment in any Person, except for: (a) advances to employees of Borrower or any of the Designated Subsidiaries for travel or other ordinary business expenses provided that the aggregate amount outstanding at any one time shall not exceed $500,000 in the aggregate for all employees; (b) Eligible Investments (as defined in the Senior Secured Note Indenture as it exists on the Closing Date); (c) Investments consisting of Indebtedness permitted under Section 5.14 (g); (d) Investments (other than loans) by Borrower in any Designated Subsidiary or by any Designated Subsidiary in another Designated Subsidiary; (e) extensions of credit in the nature of Accounts Receivable or notes receivable arising from the sale of goods and services in the ordinary course of business; (f) shares of stock, obligations or other securities received in settlement of claims arising in the ordinary course of business; (g) other Investments outstanding on the date hereof and listed on Schedule 5.17 and any reclassification or conversion thereof into an alternate form of Investment in the same or a successor entity; (h) Investments consisting of bank accounts permitted under this Agreement; (i) other Investments that are permitted pursuant to clause (vi) of the definition of the term "Permitted Investment" contained in Section 101 of the Senior Secured Note Indenture as it exists on the Closing Date; and (j) other Investments consented to by Requisite Lenders in writing.
Clause type: representations
and Warranties. Each Loan Party represents and warrants to the Administrative Agent and the Lenders as follows:
Clause type: loans
 (a) Each Term Loan Facility may only be used in or towards:
Clause type: compensation
 As compensation for the services rendered by INVESCO (NY) hereunder during the term of the Agreement, each Fund shall pay to INVESCO (NY) monthly such fees as shall be agreed to from time to time by the Company and INVESCO (NY), in writing and attached hereto as Schedule A. In addition, as may be agreed to from time to time in writing by the Company and INVESCO (NY), each Fund shall reimburse INVESCO (NY) for certain expenses that it incurs in rendering services with respect to that Fund under this Agreement.
Clause type: miscellaneous
(a) This Agreement constitutes the entire understanding between the parties and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties, with respect to the subject matter hereof. This Agreement can only be modified by a written amendment signed by the party against whom enforcement of such modification is sought.
Clause type: representations
and Warranties. The representations and warranties of the Company set forth in this Agreement that are qualified as to materiality shall be true and correct, and the representations and warranties of the Company set forth 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 and as of the Closing Date, except to the extent any such representation or warranty expressly relates to an earlier date (in which case as of such date), and Parent shall have received a certificate signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company to such effect.