bhaskrr/legal-clauses huggingface dataset:
Clause type: taxes
 Borrower and each other Person for whose taxes Borrower could become liable have timely filed or caused to be filed all tax returns and other filings that are required to be filed by any of them, and have paid all taxes shown to be due and payable (or with respect to real estate taxes, have paid all taxes prior to the time the same become delinquent) on such returns or on any assessments made against it or its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority, except (a) to the extent the failure to do so would not have a Material Adverse Effect or (b) where the same are currently being contested in good faith by appropriate proceedings and for which Borrower has set aside adequate reserves on its books in accordance with GAAP. The charges, accruals and reserves on the books of Borrower in respect of such taxes are adequate, and no tax liabilities that could be materially in excess of the amount so provided are anticipated.
Clause type: indemnification
Tenant shall occupy, use and enjoy the Premises at the sole risk of Tenant. Tenant hereby releases, relinquishes, discharges and agrees to indemnify, protect, and save harmless the State of Georgia, Landlord and Landlord’s officers, members, employees and agents harmless from and against any and all claims, demands, liabilities, losses, costs, or expenses for any loss, including but not limited to bodily injury (including death), personal injury, property damage, expenses and attorneys’ fees caused by, growing out of, or otherwise happening in connection with: (1) injury to or death of persons or damage to property (a) on the Premises or (b) in any manner arising from the use, non-use or occupancy of the Premises by Tenant or any of Tenant’s family members, agents, invitees or licensees or (c) resulting from a condition of the Premises, excluding any condition of the Premises for which Landlord specifically is responsible under this Agreement, if any; (2) violation of any representation, warranty, provision, term or condition of this Agreement by Tenant; or
Clause type: headings
The Article, Section, paragraph and subparagraph headings in this Agreement are for convenience of reference only and shall not define or limit the provisions hereof.
Clause type: taxes
 The Rights distribution should not be taxable for federal income tax purposes. However, following an event which renders the Rights exercisable or upon redemption of the Rights, stockholders may recognize taxable income. The foregoing is a summary of certain principal terms of the Stockholder Rights Plan only and is qualified in its entirety by reference to the Preferred Stock Rights Agreement dated as of November 22, 2005 between the Company and American Stock Transfer & Trust Company, as Rights Agent (the “Rights Agreement”). The Rights Agreement may be amended from time to time. A copy of the Rights Agreement is to be filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A on or about November 29, 2005. A copy of the Rights Agreement is available free of charge from the Company.
Clause type: capitalization
 The total authorized equity securities of the Company consists of 1,000 Units. Immediately prior to the Closing, there shall be 1,000 Units outstanding, all of which are held by Seller and validly issued, fully paid and nonassessable. There are no outstanding (a) securities convertible into or exchangeable for any equity securities of the Company; (b) options, warrants or other rights to purchase or subscribe to equity securities of the Company or securities convertible into or exchangeable for equity securities of the Company; or (c) contracts, commitments, agreements, understandings, arrangements, calls or claims of any kind relating to the issuance of any equity securities of the Company or any such convertible or exchangeable securities or any such options, warrants or rights. There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any equity securities of the Company.
Clause type: insurance
Without limiting any of the requirements of any of the other Loan Documents, Borrower shall maintain, in amounts customary for entities engaged in comparable business activities, (i) to the extent required by applicable law, worker's compensation insurance (or maintain a legally sufficient amount of self insurance against worker's compensation liabilities, with adequate reserves, under a plan approved by Lender, such approval not to be unreasonably withheld or delayed), and (ii) fire and "all risk" casualty insurance on its properties against such hazards and in at least such amounts as are customary in Borrower's business. Borrower will make reasonable efforts to obtain and maintain public liability insurance in an amount, and at a cost, deemed reasonable to the Borrower's Board of Directors. At the request of Lender, Borrower will deliver forthwith a certificate specifying the details of such insurance in effect.
Clause type: investment-company-act
 No Borrower is an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”). No Borrower is subject to any Federal or state statute or regulation that limits its ability to incur Indebtedness.
Clause type: compensation
 August Technology shall pay Employee a gross annual salary as set forth in Exhibit A as "Base Salary", less appropriate payroll deductions. Employee may also receive incentive compensation in accordance with the Annual Incentive Plan, as issued and as may change from time to time by the Company, or any other similar plan authorized by the Board of Directors. Employee's compensation may be periodically increased or adjusted as authorized by the Board of Directors in the case of the Chief Executive Officer, or, in the case of all others, as recommended by the Chief Executive Officer and approved by the Board of Directors.
Clause type: severability
If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions hereof shall not be affected thereby, and there shall be deemed substituted for the provision at issue a valid, legal and enforceable provision as similar as possible to the provision at issue.
Clause type: whereas
each Fund may or may not be authorized to issue shares of common stock or shares of beneficial interest in separate series (“Shares”), with each such series representing interests in a separate portfolio of securities and other assets;
Clause type: payment
 (a) Payments for Product(s) shall be made in accordance with the payments schedule set forth in Exhibit D, by Distributor to Supplier pursuant to all additional terms listed therein.
Clause type: ownership_of_shares
 Annex I hereto correctly sets forth, as of the date of this Agreement, the number of shares of Common Stock and Preferred Stock owned beneficially and of record by the Stockholder. Stockholder has good title to all of the Shares indicated as owned by Stockholder in the capacity set forth on Annex I as of the date hereof, and such Shares are so owned free and clear of any liens, security interests, charges or other encumbrances.
Clause type: ownership_of_shares
 On the date hereof, the Existing Shares are all of the Shares currently owned of record or beneficially owned (which, for purposes of this Agreement, shall be determined in accordance with Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by such Stockholder or any Affiliates (as defined in the Acquisition Agreement) of such Stockholder. Such Stockholder has, with respect to the Existing Shares, and on the Meeting Date will have, with respect to the Shares, good, valid and marketable title, and the right to vote such Common Stock in accordance with the terms of this Agreement, in each case free and clear of all liens, claims, encumbrances, voting agreements, voting trusts or proxies which would interfere with such Stockholder's ability to vote the Shares in accordance with the terms of this Agreement.
Clause type: investment-company-act
 Borrower is not an "investment company," or a company "controlled" by an "investment company," within the meaning of the Investment Company Act of 1940, as amended.
Clause type: taxes
 (a) Any and all payments by each Borrower hereunder shall be made, in accordance with Section 2.19, free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, charges, fees, deductions, charges or withholdings, and all liabilities with respect thereto imposed by or on behalf of any Governmental Authority, excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent's or such Lender's having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document) (all such nonexcluded taxes, levies, imposts, duties, charges, fees, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If any Borrower shall be required by law to deduct any Taxes or Other Taxes from or in respect of any sum payable to any Agent or any Lender hereunder, (i) the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.20) such Agent or such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law.
Clause type: payment
 Unless this contract or any collective bargaining agreement in existence during the term of this contract specifically provides otherwise, Player will be paid 100% of his yearly salary under this contract in equal weekly or biweekly installments over the course of the applicable regular season period, commencing with the first regular season game played by Club in each season. Unless this contract specifically provides otherwise, if this contract is executed or Player is activated after the beginning of the regular season, the yearly salary payable to Player will be reduced proportionately and Player will be paid the weekly or biweekly portions of his yearly salary becoming due and payable after he is activated. Unless this contract specifically provides otherwise, if this contract is terminated after the beginning of the regular season, the yearly salary payable to Player will be reduced proportionately and Player will be paid the weekly or bi weekly portions of his yearly salary having become due and payable up to the time of termination.
Clause type: compensation
 The Company shall pay or cause to be paid to Executive the following compensation:
Clause type: headings
The section and subsection headings herein have been inserted for convenience of reference only and shall in no way modify or restrict any of the terms or provisions hereof.
Clause type: counterparts
This Agreement may be executed in several counterparts, each of which shall be deemed an original, and said counterparts shall constitute but one and the same instrument.
Clause type: severability
Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof.
Clause type: ownership_of_shares
 As of the date hereof, such Shareholder is the record and beneficial owner of the Shares that are not represented by ADSs and is the beneficial owner of the Shares that are represented by ADSs, in each case free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Shares), in each case other than any restrictions applicable to the Shares that may exist pursuant to securities laws. None of the Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares.
Clause type: assignment
Neither party shall assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may, without the need of consent from the other party (and without relieving itself from liability hereunder), (a) transfer, sell, pledge, encumber, or assign this Agreement or the account, revenues or proceeds hereof in connection with any financing or other financial arrangement; (b) transfer or assign this Agreement to an affiliate of such party; or (c) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of such party by way of merger, reorganization, or otherwise, provided, however, that in each such case, any such assignee shall agree in writing to be bound by the terms and conditions hereof, and that no such assignment shall in any way relieve the assignor from liability or full performance under this Agreement. The foregoing assignment rights notwithstanding, such rights shall under no circumstances supersede, override, or violate the assignment rights in Section 21 of the End Customer Contract, it being understood and agreed by the parties hereto that the terms and conditions of such Section 21 shall remain in full force and effect for so long as the End Customer Contract is effective.
Clause type: headings
The article and section headings of this Agreement are for convenience of reference only and shall not constitute a part of the text hereof nor alter or otherwise affect the meaning hereof.
Clause type: taxes
 All taxes of every kind and nature assessed or levied upon or in connection with the Joint Property, the operation thereof, or the production therefrom, and which taxes have been paid by the Operator for the benefit of the Parties. If the ad valorem taxes are based in whole or in part upon separate valuations of each party's working interest, then notwithstanding anything to the contrary herein, charges to the Joint Account shall be made and paid by the Parties hereto in accordance with the tax value generated by each party's working interest.
Clause type: dividends
 Subject to the provisions of the Certificate of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law. Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine. If the date fixed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.
Clause type: headings
The Table of Contents and headings used in this Agreement are for purposes of reference only and shall not limit or define the meaning of the provisions of this Agreement.
Clause type: assignment
Participating Dealer shall have no right to assign this Agreement or any of Participating Dealer’s rights hereunder or to delegate any of Participating Dealer’s obligations. Any purported assignment or delegation by Participating Dealer shall be null and void. The Dealer Manager shall have the right to assign any or all of its rights and obligations under this Agreement by written notice, and Participating Dealer shall be deemed to have consented to such assignment by execution hereof. Dealer Manager shall provide written notice of any such assignment to Participating Dealer.
Clause type: compensation
 The Company will immediately grant Consultant the option to purchase1,866,666 shares of the Company's Common Stock valued at $.06 per share, which option shall expire on March 31, 2002 at 5:00 P.M. P.S.T. Consultant in providing the foregoing services, shall not be responsible for any out-of-pocket costs, including, without limitation, travel, lodging, telephone, postage and Federal Express charges.
Clause type: whereas
the Funds and the Custodian desire to add certain Funds to the Schedules; and
Clause type: whereas
in furtherance of such combination, the Boards of Directors of Parent, Merger Sub and the Company have each approved the merger (the "Merger") of Merger Sub with and into the Company in accordance with the applicable provisions of the Delaware General Corporation Law (the "DGCL"), and upon the terms and subject to the conditions set forth herein;
Clause type: vesting
 Except as otherwise provided in this Agreement, provided the Participant is then an Employee, a Consultant or a Director, the Option shall become vested and exercisable on the following dates:
Clause type: headings
The section headings contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
Clause type: compensation
 Except as otherwise provided herein, for the services provided to each Fund and the expenses assumed pursuant to this Agreement, the Trust will pay the Adviser and the Adviser will accept as full compensation therefor a fee determined in accordance with Schedule I attached hereto; provided, however, that the compensation paid to the Adviser shall be reduced by any amount paid by the Trust directly to the Sub-Advisor(s) pursuant to Section 5 of this Agreement. In addition, the Adviser or its affiliated persons may receive compensation or reimbursement of recordkeeping, bookkeeping, accounting, administrative and transactional fees or charges incurred in connection with any credit facilities established by or on behalf of the Funds. The fees or charges attributable to each Fund shall be a separate charge to such Fund and shall be the several (and not joint or joint and several) obligation of each such Fund. The Trust and the Adviser may, from time to time, agree to reduce, limit or waive the amounts payable hereunder with respect to one or more Funds for such period or periods they deem advisable.
Clause type: now
THEREFORE in consideration of the foregoing and the agreements and covenants set forth herein, the parties agree as follows:
Clause type: severability
In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
Clause type: compensation
 The compensation of the officers shall be fixed by the Board of Directors, or by any committee upon whom power in that regard may be conferred by the Board of Directors.
Clause type: stock_option
 Subject to the approval of the Company’s Board of Directors, you will be granted an option to purchase 225,600 shares of the Company’s Common Stock. The exercise price per share will be determined by the Board of Directors when the option is granted. The option will be subject to the terms and conditions applicable to options granted under the Company’s Amended and Restated 2007 Stock Plan (the “Plan”), as described in the Plan and the applicable Stock Option Agreement. You will vest in 50% of the option shares after 12 months of continuous service, and the balance will vest in equal monthly installments over the next 12 months of continuous service, as described in the applicable Stock Option Agreement. In addition, you will vest in 50% of your remaining unvested option shares if the Company is subject to a Change in Control before your service with the Company terminates. In the event that the Employee is subject, after a Change in Control, to a termination by the Company for reasons other than Cause, then the Employee shall vest in a further 50% of any remaining unvested option shares.
Clause type: payment
 Concurrently with the making of each such report of Section 10.1, Licensee shall pay to Licensor the royalties at the rate specified in Section 3.3, if any such royalties are due. All payments by Licensee to Licensor hereunder shall be made in United States dollars. If any currency conversion shall be required in connection with the calculation of royalties or the payment of other compensation hereunder, such conversion shall be made by using the rate of exchange published in The Wall Street Journal for the last business day of the applicable calendar quarter.
Clause type: entire
Agreement. This Agreement constitutes the final, complete and exclusive agreement between the parties pertaining to the subject of this Agreement, and supersedes all prior and contemporaneous agreements. None of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. Any changes or supplements to this Agreement must be in writing and signed by both of the parties.
Clause type: indemnification
The Fund agrees to indemnify and hold harmless the Transfer Agent and its nominees and sub-contractors from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, the CEA, and any state and foreign securities and blue sky laws, all as or to be amended from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or thing which the Transfer Agent takes or does or omits to take or do (i) at the request or on the direction of or in reliance on the advice of the Fund or (ii) upon Oral or Written Instructions, provided, that neither the Transfer Agent nor any of its nominees or sub-contractors shall be indemnified against any liability to the Fund or to its Shareholders (or any expenses incident to such liability) arising out of the Transfer Agent's or such nominee's or such sub-contractor's own willful misfeasance, bad faith or negligence or reckless disregard of its duties in connection with the performance of its duties and obligations specifically described in this Agreement.
Clause type: compensation
 In consideration of the services rendered pursuant to this Agreement, each Fund will pay the Advisor a fee as set forth on Schedule B attached hereto. This fee shall be computed and accrued daily and payable monthly; however, with respect to any Fund for which the effective date of this Agreement is prior to November 30, 1998, the fee shall be maintained in an interest-bearing escrow account until such time as shareholders of the Fund approve the payment of fees pursuant to this agreement. If shareholders do not approve such payment of fees on or before November 30, 1998, the balance in the escrow account shall be paid to the Fund. For the purpose of determining fees payable to the Advisor, the value of a Fund's average daily net assets shall be computed at the times and in the manner specified in the Fund's Prospectus or Statement of Additional Information.
Clause type: loans
 Collectively, each of the Loans as listed in Schedule A.