bhaskrr/legal-clauses huggingface dataset:
Clause type: taxes
 Target has filed all Returns (as herein defined) required to be filed with respect to Taxes (as herein defined) and financial results of Target. All such Returns were correct and complete in all material respects. All Taxes payable by Target, whether or not shown on any Return, have been paid in full, and Target has fully complied with all applicable tax laws and agreements. The liabilities for Taxes reflected on the Target Interim Financial Statements are in accordance with GAAP and are sufficient for payment of all Taxes of Target that are accrued through the date of such financial statements and not yet due and payable. Target has and will have no accrued liability for Taxes in respect of taxable periods or portions thereof following the date of the Target Interim Financial Statements and ending on or before the Closing Date other than Taxes incurred in the ordinary course of business consistent with past practice as reflected on their Returns. Target has withheld and paid all Taxes or other amounts required to have been withheld and paid in connection with amounts paid or owing to any employee. Target has no subsidiaries, is not a party to any Tax allocation or Tax sharing or Tax indemnification agreement, has never been a member of any affiliated group within the meaning of Section 1504(a) of the Code, or any similar provision of state, local or foreign law. No claim has ever been made by an authority in a jurisdiction where Target does not file Returns that Target is or may be subject to taxation by that jurisdiction. There is no dispute or claim concerning any liability for Taxes of Target claimed or raised by any taxing authority, and, there is no pending or, to Target's knowledge, threatened or anticipated audits or other investigations in respect of Taxes of Target. During the five-year period ending on the date of this Agreement, Target was not a distributing corporation or a controlled corporation in a transaction intended to be governed by Section 355 of the Code. The transaction contemplated herein is not subject to the tax withholding provisions of section 3406 of the Code, or of Subchapter A of Chapter 3 of the Code, or of any other provision of law. For purposes of this Agreement, "Taxes" (and, with correlative meanings, "Tax" and "Taxable") means all Federal, state, local, foreign and other net income, gross income, gross receipts, sales, estimated, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withh...
Clause type: taxes
 File all tax returns and pay or make adequate provision for the payment of all taxes, assessments and other charges on or prior to the date when due;
Clause type: assignment
This Agreement shall terminate automatically in the event of its assignment. The Sub-Adviser shall notify the Fund and the Adviser in writing sufficiently in advance of any proposed change of control within the meaning of the 1940 Act to enable the Fund and the Adviser to take the steps necessary to enter into a new contract with the Sub-Adviser.
Clause type: payment
 In the event that within eighteen months after a Change in Control of Wintrust (as defined below) (A) Executive’s employment is terminated without Cause (as such term is defined in Section 9(h) hereof) prior to the expiration of the Term of this Agreement, or (B) Executive suffers a Constructive Termination prior to the expiration of the Term of this Agreement, Wintrust (or the successor thereto) shall pay Severance Pay to Executive in the amount that is equivalent to the amount described in Section 9(d) hereof in a lump sum within thirty (30) days following the date of Executive’s termination or Constructive Termination; provided, however, that if such Change in Control is not a “change in control event,” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then such Severance Pay shall be paid ratably over a 36-month period beginning on the first payroll period following such termination and on each payroll period thereafter during such Severance Pay period.
Clause type: investments
 The Borrower will not directly or indirectly make or own any Investment in any Person except: (a) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within two years from the date of acquisition thereof, (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having the highest rating obtainable from either Standard & Poor's Ratings Group or Moody's Investors Service, Inc., (c) commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having the highest rating obtainable from either Standard & Poor's Ratings Group or Moody's Investors Service, Inc., (d) certificates of deposit or bankers' acceptances maturing within six months from the date of acquisition thereof issued by commercial banks organized under the laws of the United States of America or any state thereof or the District of Columbia, each having combined capital and surplus of not less than $1,000,000,000, (e) Scheduled Affiliate Transactions and (f) Investments not otherwise permitted by this Section, provided that the sum (without duplication) outstanding at any time of (i) the aggregate unrecovered amount of such Investments, (ii) the aggregate amount secured by Liens permitted by Section 5.15(i), (iii) the aggregate principal amount of Indebtedness permitted by Section 5.14(c) and (iv) the aggregate amount of Contingent Obligations permitted by Section 5.17(c), shall not exceed $84,000,000. Without limiting the generality of the foregoing, (i) the Borrower will not have any Subsidiaries (other than Universal City Travel Partners, a Florida general partnership, and the Finance Subsidiary) without the prior written consent of the Required Banks, which consent may be conditioned upon such changes in the Loan Documents as the Required Banks may deem appropriate to reflect the existence of such Subsidiaries and (ii) except for Scheduled Affiliate Transactions, the Borrower will not make any Investment in any Affiliate except pursuant to clause (e) above.
Clause type: payment_terms
 Upon execution of this Contract and subject to the terms set forth in Section 10, Company agrees to pay the Total Fee identified on the attached cover sheet. If this Contract is executed by Company on or before May 1, 2016, Total Fees are due and payable in full within thirty (30) days from receipt of an invoice for the same. If this Contract is executed by the Company after May 1, 2016 payment for the Total Fee will be due and payable upon receipt of an invoice for the same. Notwithstanding the foregoing, in no event shall Company be permitted to move in, set up or participate in the Exhibition unless the Total Fee is paid in full by June 1, 2016. RSA Conference Organizer reserves the right to cancel and/or re-assign Sponsorship or Exhibit locations if payments are not received when due.
Clause type: headings
Numbers and titles to Sections hereof are for information purposes only and, where inconsistent with the text, are to be disregarded.
Clause type: financing
 Buyer has, or will have prior to the Closing, sufficient cash, available lines of credit or other sources of immediately available funds to enable it to make payment of the Purchase Price and any other amounts to be paid by it hereunder.
Clause type: confidentiality
Executive recognizes and acknowledges that the knowledge of the business activities, plans for business activities, and all other proprietary information of the Bank, as it may exist from time to time, are valuable, special and unique assets of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities or any other similar proprietary information of the Bank to any person, firm, corporation, or other entity for any reason or purpose whatsoever unless expressly authorized by the Board or required by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank. Further, Executive may disclose information regarding the business activities of the Bank to any bank regulator having regulatory jurisdiction over the activities of the Bank pursuant to a formal regulatory request. In the event of a breach or threatened breach by Executive of the provisions of this Section, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or any other similar proprietary information, or from rendering any services to any person, firm, corporation, or other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.
Clause type: interest
 Interest on the outstanding principal balance of the Loan shall accrue from the Closing Date to the end of the Interest Period in which the Maturity Date occurs at the Applicable Interest Rate. Monthly installments of interest only shall be paid on each Payment Date commencing on November 9, 2005 and on each subsequent Payment Date thereafter up to and including the Maturity Date for the Interest Period in which such Payment Date or Maturity Date occurs. Interest on the outstanding principal amount of the Loan for the period through and including October 8, 2005 shall be paid by Borrower on the Closing Date. The outstanding principal balance of the Loan together with all accrued and unpaid interest thereon shall be due and payable on the Maturity Date (including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through the end of the Interest Period during which the Maturity Date occurs (even if such period extends beyond the Maturity Date)).
Clause type: payment_terms
 Unless otherwise agreed in the applicable Ordering Document, all fees hereunder shall be paid by Customer within thirty (30) days of the date of the invoice. Unless otherwise specified in the Ordering Document, Subscription Services fees shall be invoiced annually in advance, Professional Services fees shall be invoiced monthly in arrears.
Clause type: board
 While it is understood that the right to ------------------ elect directors of the Company is by law vested in the stockholders and directors of the Company, it is nevertheless mutually contemplated that, subject to such rights, during the Term the Executive will serve as a member of the Company's Board of Directors.
Clause type: investment-company-act
 None of Chemco and its Subsidiaries is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940.
Clause type: capitalization
 The authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, $0.0001 par value per share, of which 37,676,808 such shares were issued and outstanding as of December 3, 2007 and (ii) 10,000,000 shares of preferred stock, $0.001 par value per share (the “Preferred Stock”), of which (A) 250,000 shares are designated Series C Convertible Preferred Stock, 248,460 of which are issued and outstanding on the date hereof and (B) 5,150 shares are designated Series D-1 Convertible Preferred Stock, 3,453.7035 of which are issued and outstanding on the date hereof. The rights, preferences and privileges of the Preferred Stock are set forth in the Company’s Articles of Incorporation, as amended, including the Certificate to Set Forth Designations, Voting Powers, Preferences, Limitations, Restrictions, and Relative Rights of Series C Convertible Preferred Stock, $0.001 Par Value Per Share and the Certificate to Set Forth Designations, Voting Powers, Preferences, Limitations, Restrictions and Relative Rights of Series D-1 Amortizing Convertible Perpetual Preferred Stock, $0.001 Par Value Per Share. Except as contemplated by the Stockholder Agreement and the Stockholder Agreement, dated September 14, 2007, as amended among OHB Technology AG, MT Aerospace AG and the Company (the “OHB/MT Agreement”), there are no existing options, warrants, calls, preemptive (or similar) rights, subscriptions or other rights, agreements, arrangements or commitments of any character obligating the Company to issue, transfer or sell, or cause to be issued, transferred or sold, any shares of capital stock of the Company or other equity interests in the Company or any securities convertible into or exchangeable for such shares of capital stock or other equity interests, and there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire, any such shares of capital stock or other equity interests.
Clause type: confidentiality
Each party shall keep confidential any information relating to the other party's business ("Confidential Information"). Confidential Information shall include (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Fund or PFPC, their respective subsidiaries and affiliated companies and the customers, clients and suppliers of any of them; (b) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Fund or PFPC a competitive advantage over its competitors; (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable or copyrightable; and (d) anything designated as confidential. Notwithstanding the foregoing, information shall not be subject to such confidentiality obligations if it: (a) is already known to the receiving party at the time it is obtained; (b) is or becomes publicly known or available through no wrongful act of the receiving party; (c) is rightfully received from a third party who, to the best of the receiving party's knowledge, is not under a duty of confidentiality; (d) is released by the protected party to a third party without restriction; (e) is required to be disclosed by the receiving party pursuant to a requirement of a court order, subpoena, governmental or regulatory agency or law (provided the receiving party will provide the other party written notice of such requirement, to the extent such notice is permitted); (f) is relevant to the defense of any claim or cause of action asserted against the receiving party; or (g) has been or is independently developed or obtained by the receiving party.
Clause type: loans
 The Assuming Bank shall have the right with the concurrence of the Receiver to liquidate for cash consideration, from time to time in one or more transactions, all or a portion of Single Family Shared-Loss Loans held by the Assuming Bank at any time prior to the Termination Date (“Portfolio Sales”). If the Assuming Bank exercises its option under this Section 4.1, it must give thirty (30) days notice in writing to the Receiver setting forth the details and schedule for the Portfolio Sale which shall be conducted by means of sealed bid sales to third parties, not including any of the Assuming Bank’s affiliates, contractors, or any affiliates of the Assuming Bank’s contractors. Sales of Restructured Loans shall be sold in a separate pool from Single Family Shared-Loss Loans not restructured. The Receiver’s review of the Assuming Bank’s proposed Portfolio Sale will be considered in a timely fashion and approval will not be unreasonably withheld, delayed or conditioned.
Clause type: insurance
(a) At all times during the Term of this Agreement and for a period of two (2) years after termination of this Agreement for any coverage maintained on a “claims-made” or “occurrence” basis, each Party shall maintain at its expense the below listed insurance in the amounts specified below which are minimum requirements. Such insurance shall provide coverage to each Party, as applicable, and such policies, other than Worker's Compensation Insurance, shall include each Party as an Additional Insured, as applicable. Each policy shall provide that it is primary to and not contributory with any other insurance, including any self-insured retention, maintained by either Party (which shall be excess) and each policy shall provide the full coverage required by this Agreement. All such insurance shall be written with carriers and underwriters acceptable to both Parties, and eligible to do business in the State of California and having and maintaining an A.M. Best financial strength rating of no less than “A-“ and financial size rating no less than “VII”; provided that either Party may procure worker's compensation insurance from the State of California. All limits listed below are required MINIMUM LIMITS:
Clause type: base-salary
 During the Term of Executive's employment with the Company pursuant to this Agreement, the Company shall pay to Executive as compensation for her services an annual base salary of not less than $400,000 payable bi-weekly ("Base Salary"). Executive's Base Salary will be payable in arrears in accordance with the Company's normal payroll procedures and will be reviewed annually and subject to upward adjustment at the discretion of the CEO and/or the Board or an authorized Committee or representative thereof.
Clause type: financing
 Sub has, or will have at the time that any payment is required to be made to any Stockholder hereunder, the funds necessary to make such payment to such Stockholder.
Clause type: now
THEREFORE in consideration of the promises and mutual covenants herein contained, it is agreed as follows:
Clause type: loans
 Make any loans to any person or entity, other than, in the loans made in the ordinary course of business to entities affiliated with Borrower or Pioneer and not exceeding $250,000.00 principal outstanding to all borrowers in the aggregate at any time.
Clause type: headings
The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect the meaning hereof.
Clause type: ownership_of_shares
 Each of the Shareholders owns (beneficially and legally) the number of Shares specified on Schedule 4.3, opposite his, her, or its name, free and clear of any Encumbrance of any kind.
Clause type: miscellaneous
(a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal legal representatives, successors, trustees, administrators, distributees, devisees and legatees. The Company may assign to, and require, any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree in writing to perform this Agreement. Notwithstanding the foregoing, the Participant may not assign this Agreement or any of the Participant’s rights, interests or obligations hereunder.
Clause type: payment_terms
 (a) All accrued and unpaid fees, expenses, default interest, costs and any other amounts due from the Customer shall be due and payable (i) on the date set forth herein or, if no date is set forth herein, upon demand by WFBC, and (ii) on the Final Termination Date. Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the fees, expenses, interest, costs and any other amounts due hereunder, as the case may be.
Clause type: entire
Agreement. This Agreement contains the entire understanding and agreement among the Partners with respect to the subject matter hereof and supersedes any other prior written or oral understandings or agreements among them with respect thereto.
Clause type: severability
If any provision of this Agreement is found to be unenforceable by a court of competent jurisdiction, the remaining provisions shall nevertheless remain in full force and effect.
Clause type: base-salary
 As of the Effective Date, the Company shall pay to Executive an annual base salary at the rate of Three Hundred Thirty Six Thousand Six Hundred Dollars ($336,600) per year, less deductions and withholdings, which base salary shall be paid in accordance with the Company's normal payroll policies and procedures. Executive's base salary shall be reviewed on an annual basis by the Compensation Committee of the Board, at the same time and in the same manner as compensation is reviewed by the Compensation Committee for other officers of the Company generally, to determine whether it should be increased.
Clause type: ownership_of_shares
 Such Shareholder is the beneficial owner of, and has the sole right to vote, the number of Shares set forth next to the Shareholder’s signature on the signature pages hereto (excluding Shares subject to Options), free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of such Shares). None of such Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares. The Shares set forth next to such Shareholder’s name on the signature page hereto constitute all of the shares of common stock of the Company that are beneficially owned by such Shareholder as of the date hereof, and such Shareholder and such Shareholder’s immediate family members or affiliates do not beneficially own or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any shares of common stock or any securities convertible into shares of common stock of the Company (other than Options).
Clause type: investments
 Make any Investments, except for the following ------ ("Permitted Investments"): ---------------------
Clause type: investments
 The Borrower shall not make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Person except for purchases of Loans and Supplemental Interests pursuant to the Purchase Agreement, or for investments in Permitted Investments in accordance with the terms of this Agreement.
Clause type: now
THEREFORE in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: