bhaskrr/legal-clauses huggingface dataset:
Clause type: esop
 With respect to the ESOP, Merry Land and the Surviving Corporation each shall, in accordance with ERISA and any other applicable law, (i) take all actions necessary to terminate the ESOP effective as of the Effective Time, (ii) use its reasonable best efforts to enable the satisfaction of the ESOP's outstanding acquisition loans by selling on the open market Cornerstone Common Shares (which will be received for Merry Land Common Shares in accordance with Section 1.7 of the Agreement) held in the ESOP's unallocated account, and (iii) cause the ESOP to provide that any unallocated shares remaining in the ESOP following satisfaction of the acquisition loan shall be allocated to participants in the ESOP as of the Effective Time as earnings. Prior to the Effective Time, Merry Land shall make no accruals, contributions or other payments to the ESOP in excess of $30,000 per month, or as otherwise contemplated by this Section 5.9(d). Notwithstanding anything in this Agreement to the contrary, Merry Land or the Surviving Corporation shall adopt any amendments to the ESOP (subject to the prior written approval by Cornerstone) which it reasonably determines are necessary to obtain a favorable determination letter from the IRS with respect to the application for a determination letter currently pending with respect to the ESOP. After the Effective Time, Cornerstone and the Surviving Corporation (x) each shall use their reasonable best efforts to obtain a determination letter from the IRS approving the termination of the ESOP and to cause the distribution of all benefits to ESOP participants as soon as practicable, and (y) shall not remove the Trustee of the ESOP except as may be required by ERISA or other applicable law.
Clause type: base-salary
 In consideration of all of (i) the services rendered to Employer and Employer’s Affiliates hereunder by Executive, and (ii) Executive’s covenants hereunder, Employer shall, during the Term, pay Executive a salary at the annual rate of Four Hundred Thousand Dollars ($400,000) (the “Base Salary”), payable in equal cash installments in accordance with Employer’s regular payroll practices, but no less frequently than monthly. The $400,000 annual Base Salary may be increased, but not decreased without the written consent of Executive, from time to time in the sole discretion of Employer and any such increased “Base Salary” shall thereafter constitute “Base Salary” for purposes of this Agreement, and may not thereafter be reduced without the written consent of Executive.
Clause type: investments
 Except as contemplated by the Trust Depositor LLC Agreement, the Trust Depositor 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 transfers of Loan Assets to the Issuer as contemplated by the Transaction Documents. Without limiting the generality of the foregoing or restricting the ability of the Trust Depositor to make capital contributions to the Issuer, the Trust Depositor shall not (i) provide credit to any other Securityholder for the purpose of enabling such Securityholder to purchase any Securities or (ii) lend any money to the Issuer.
Clause type: capitalization
 Immediately prior to the execution of this Agreement, the authorized capital stock of BlueArc consists of (i) 40,000,000 shares of Common Stock, of which 1,890,954 shares are issued and outstanding, and (ii) 23,795,471 shares of Preferred Stock, of which 6,391,447 shares are designated Series AA Preferred Stock (the “Series AA Preferred”), of which 6,391,447 shares are issued and outstanding, 9,297,699 shares are designated Series BB Preferred Stock (the “Series BB Preferred”), of which 9,297,699 shares are issued and outstanding, 311,519 shares are designated Series CC Preferred Stock (the “Series CC Preferred”), of which 310,019 shares are issued and outstanding, 7,004,826 shares are designated Series DD Preferred Stock (the “Series DD Preferred”), of which 7,004,826 shares are issued and outstanding, and 789,980 shares are designated Series EE Preferred Stock (the “Series EE Preferred”), none of which are issued and outstanding prior to the closing of the Series EE Preferred Stock Purchase Agreement dated as of even date between BlueArc and HDS. All such issued and outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Securities Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. BlueArc has reserved (u) 6,391,447 shares of Common Stock issuable upon conversion of the Series AA Preferred, (v) 9,297,699 shares of Common Stock issuable upon conversion of the Series BB Preferred, (w) 311,519 shares of Common Stock issuable upon conversion of the Series CC Preferred, (x) 7,004,826 shares of Common Stock issuable upon conversion of the Series DD Preferred, (y) 789,980 shares of Common Stock issuable upon conversion of the Series EE Preferred, and (z) 5,777,184 shares of Common Stock for issuance under BlueArc’s 2000 Stock Option Plan (of which 3,359,921 options to purchase common stock are issued and outstanding, 662,896 shares remain available for future grants * * * Indicates that confidential treatment has been sought for this information. 34
Clause type: board
 The governing body of the Fund shall be the Directors, which shall consist of such number of Independent Directors as is fixed pursuant to Section 3.02 and two Affiliated Directors, who shall initially be Charles R. Kokesh and Gregory T. George.
Clause type: whereas
to the extent permitted by applicable insurance laws and regulations, each Account intends to purchase shares of the Portfolios to fund certain of the aforesaid Variable Insurance Products and the Trust is authorized to sell such shares to each such Account at net asset value.
Clause type: representations
and Warranties. Each Guarantor hereby represents and warrants that:
Clause type: interest
 If there has been unreasonable delay in any payment, interest appropriate to the currency 168 involved shall be charged. If such charge is not mutually agreed, a dispute shall be deemed to exist which 169 shall be settled by arbitration. Otherwise interest shall be payable only where specifically provided in the 170 terms of the contract or by an award of arbitration. The terms of this clause do not override the parties’ 171 contractual obligation under sub-clause (a). 173 14. DUTIES, TAXES, LEVIES, ETC. 174 Sellers shall customs clear the goods for export. All export duties, taxes, levies, etc., present or future, in country 175 of origin, shall be for Sellers' account. All import duties, taxes, levies, etc., present or future, in country of 176 destination, shall be for Buyers' account.
Clause type: severability
If any provision of this Agreement shall be held invalid and unenforceable, the remainder of this Agreement shall remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it shall remain in full force and effect in all other circumstances.
Clause type: interest
 Radian Group Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at % per annum from the date specified below until maturity. The Company will pay interest [ ] on and (each an “Interest Payment Date”) of each year, or if any such day is not a Business Day, on the next succeeding Business Day. 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 the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be . The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
Clause type: headings
The various headings of this Agreement and of each other Loan Document are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or such other Loan Document or any provisions hereof or thereof.
Clause type: now
THEREFORE in consideration of the premises and the mutual covenants, representations and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Clause type: dividends
 (a) The Holders of RP as of 12:00 noon, New York City time, on the Business Day preceding the applicable Dividend Payment Date, shall be entitled to receive, when, as and if declared by the Trustees, out of funds legally available therefor, (i) cumulative dividends, at the Applicable Dividend Rate, (ii) a Right (as defined in paragraph 3(k) of this Part I of Section 12.1) to receive an Additional Dividend or Additional Dividends in certain circumstances, and (iii) any additional amounts as set forth in paragraph 3(m) of this Part I of Section 12.1. Each share of RP shall remain on a parity with other shares of RP with respect to the payment of dividends at the rates fixed for the respective series. No dividends on any series of RP shall be paid or declared if there shall exist a Non-Payment Period with respect to any other series of RP unless dividends in ratable proportion are declared and paid on such other series. Dividends on the shares of RP so declared and payable shall be paid in preference to and in priority over any dividends declared and payable on the Common Shares.
Clause type: assignment
This Agreement may not be assigned or otherwise transferred by any Party without the consent of the other Party; provided, however, that each Party may, without such consent, assign its rights and obligations under this Agreement (a) in connection with a corporate reorganization, to any member of an affiliated group, all or substantially all of the equity interest of which is owned and controlled by such Party or its direct or indirect parent corporation, or (b) in connection with a merger, consolidation or sale of substantially all of such Party’s assets (or substantially all of its assets relating to cancer immunotherapy) to an unrelated Third Party; provided, however, that such Party’s rights and obligations under this Agreement shall be assumed by its successor in interest in any such transaction and shall not be transferred separate from all or substantially all of its other business assets, including those business assets that are the subject of this Agreement. Any purported assignment in violation of the preceding sentence shall be void. Any permitted assignee shall assume all obligations of its assignor under this Agreement.
Clause type: insurance
The Company has delivered to TCI (i) an accurate list as of the Balance Sheet Date of all insurance policies carried by the Company, (ii) an accurate list of all insurance loss runs or workers compensation claims received for the past three policy years and (iii) true, complete and correct copies of all insurance policies currently in effect. Such insurance policies evidence all of the insurance that the Company is required to carry pursuant to all of its contracts and other agreements and pursuant to all applicable laws, and to the knowledge of the Stockholders provide adequate coverage against the risks involved in the Company's business. All of such insurance policies are currently in full force and effect. Since January 1, 1995, no insurance carried by the Company has been canceled by the insurer and the Company has not been denied coverage.
Clause type: insurance
The Company and its subsidiaries, taken as a whole, carry or are entitled to the benefits of insurance, with financially sound and reputable insurers, in such amounts and covering such risks as is generally maintained by companies engaged in the same or similar business and of a similar size, and all such insurance is in full force and effect. The Company has no reason to believe that it or any of its subsidiaries will not be able (A) to renew its existing insurance coverage as and when such policies expire or (B) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not be reasonably likely to result in a Material Adverse Change.
Clause type: compensation
 Landlord shall be entitled to receive the entire award (or sale proceeds) from any such taking, condemnation or sale without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award; provided, however, Tenant shall have the right separately to pursue against the condemning authority a separate award in respect of the loss, if any, to Tenant Additions paid for by Tenant without any credit or allowance from Landlord, for fixtures or personal property of Tenant, or for relocation or business interruption expenses, so long as there is no diminution of Landlord’s award as a result.
Clause type: interest
 United States Steel Corporation, a Delaware corporation (the ”Company and the “Issuer”) promises to pay interest on the principal amount of this Note at the rate per annum share above. The Issuer shall pay accrued interest semiannually on each June 1 and December 1, commencing on December 1, 2007 or if any such day is not a Business Day (as defined in the Indenture referred to below), on the next Business Day.
Clause type: base-salary
 The Company shall pay the Executive a base salary ("Base Salary") during the period of the Executive's employment hereunder, which shall be at an initial rate of Five Hundred Seventy-Five Thousand Dollars ($575,000.00) per annum. The Base Salary shall be paid in substantially equal bi-weekly installments, in arrears. The Base Salary may be discretionarily increased by the Board from time to time as the Board deems appropriate in its reasonable business judgment. The Base Salary in effect from time to time shall not be decreased during the Term. During the period of the Executive's employment hereunder, the Board shall make an annual review of the Executive's compensation.
Clause type: ownership_of_shares
 (a) CGE is a company duly organized and validly existing under the laws of the Republic of France, and Anjou is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.
Clause type: investment-company-act
 The Seller is not an "investment ---------------------- company", or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company", as such terms are defined in the Investment Company Act.
Clause type: definitions
Capitalized terms used in this Supplemental Indenture and not otherwise defined shall have the meanings ascribed to them in the Original Indenture. In addition, the following terms shall have the following meanings to be equally applicable to both the singular and the plural forms of the terms defined:
Clause type: investment-company-act
 The Borrower is not an “investment company,” as such term is defined in the Investment Company Act.
Clause type: taxes
 The Company has filed all necessary federal, state and foreign income and franchise tax returns due to be filed as of the date hereof and has paid or accrued all taxes shown as due thereon, and the Company has no knowledge of a tax deficiency which has been or might be asserted or threatened against it which would have a Material Adverse Effect.
Clause type: ownership_of_shares
 On the date hereof, the Shareholder is the record owner of the Shares and, on the date hereof, the Shares constitute all of the shares of Company Common Stock owned of record and beneficially by the Shareholder. The Shareholder has sole voting power, sole power of disposition and sole power to agree to all of the matters set forth in this Agreement with respect to all of the Shares, with no limitations, qualifications or restrictions on such rights, and the Shares are the only shares of Company Common Stock over which the Shareholder has such powers or otherwise are owned of record or beneficially by the Shareholder as of the date hereof. The Shareholder has received written evidence (a copy of which has been provided to Parent and Merger Sub) that the Company's Board of Directors has taken all action necessary to ensure that, upon the execution and delivery of this Agreement or exercise of the Option, the Parent or Merger Sub, as the case may be, (a) shall have the unencumbered right to vote the Shares, (b) will not become an "acquiring person" or acquire "control shares" as such terms are used or defined in Section 790 through Section 799 of the Michigan Business Corporation Act (the "MBCA"), and (c) will not become an "interested shareholder" as such term is used or defined in Section 775 through 784 of the MBCA.
Clause type: investments
 All Investments of each of the Parent Guarantor and its Subsidiaries are Permitted Investments.
Clause type: investment-company-act
 The Company is not required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder.
Clause type: base-salary
 Commencing as of the Start Date, the Executive shall receive an annualized Base Salary of $400,000, payable in accordance with the regular payroll practices applicable to senior executives of the Company but no less frequently than monthly. The Base Salary shall be reviewed no less frequently than annually during the Term of Employment for increase in the discretion of the Board (or its Compensation Committee). The Base Salary shall not be decreased at any time, or for any purpose, during the Term of Employment (including, without limitation, for the purpose of determining benefits due under Section 8) without the prior written consent of the Executive. The Executive shall not receive any additional director fees for his service as a member of the Board.
Clause type: loans
 Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Loans to the Borrowers from time to time from the Closing Date through the Termination Date as requested by the Borrowers in accordance with the terms of hereof; provided, that
Clause type: payment_terms
 9.1 The Monthly License Fee shall be paid monthly in arrears within fifteen (15) days of receipt of invoice raised by STAR (“Due Date”) on the basis of Report provided the MSO to STAR without any deduction except deduction of withholding tax/TDS as provided in this Agreement. 9.2 Within seven (7) days of end of each month, the MSO shall provide opening, closing and average number of Subscribers for that month, based on which STAR shall raise an invoice on the MSO. In case the MSO fails to send the Report within the said period of seven (7) days, STAR shall have the right to raise a provisional invoice and the MSO shall be under obligation to pay the License Fee on the basis of such provisional invoice in accordance with the terms of this Clause 9.2. However the provisional invoice shall be for an amount not more than the Monthly License Fee payable by the MSO for the immediately preceding month. On receipt of the Report from the MSO, the Parties would conduct reconciliation between the provisional invoice raised by STAR and the Report sent by the MSO. In the event, the MSO habitually defaults in timely submission of Reports on Report Deadline (defined later) which causes delay in raising of invoices by STAR and consequent delay in payment of License Fee due to the lapses on the part of the MSO, the MSO shall be liable to pay to STAR fair pre estimate damages to the tune of Rs. 1,00,000/- (Rupees One Lakh only) per day for the delay in submission of Report computed on daily basis after the Report Deadline. 9.3 Time is of the essence of this Agreement by which the MSO shall be required to make payments by the Due Date in accordance with the terms hereof and on Due Date, and any failure to do so on the part of the MSO shall constitute a material breach hereunder. Late payments shall also attract interest calculated from the date payment was due until the date payment is made in full at a pro rata monthly rate of 2%. The imposition and collection of interest on late payments does not constitute a waiver of the MSO’s obligation to pay the License Fee by the Due Date, and STAR shall retain all of its other rights and remedies under the Agreement. MSO shall in addition to such interest shall also be liable to pay the applicable GST on the same. 9.4 All payments due to STAR under this Agreement shall be made in India in Indian Rupees. All License Fee payments hereunder are exclusive of all applicable indirect taxes including all and any service taxes, VAT, Goods a...
Clause type: investment-company-act
 Neither the Purchaser nor the Administrative Agent is subject to registration as an "investment company" within the meaning of the Investment Company Act of 1940, as amended.
Clause type: taxes
 9.1 All payments to be made by Funding to the Current Issuer Start-Up Loan Provider hereunder shall be made free and clear of and without deduction for or on account of Tax unless Funding is required by law to make such a payment subject to the deduction or withholding of Tax, in which case Funding shall promptly upon becoming aware thereof notify the Current Issuer Start-Up Loan Provider of such obligation, and shall make such payments subject to such deduction or withholding of Tax which it is required to make.
Clause type: insurance
The Company will, and will cause each of its Subsidiaries to, keep all of its insurable properties insured against loss or damage at least equal to their then full insurable value with financially sound and reputable insurance companies.
Clause type: entire
Agreement. This DPA constitutes the entire agreement of the parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both parties. Neither failure nor delay on the part of any party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.
Clause type: investment-company-act
 Neither the Company nor any of its Subsidiaries is, nor is any of them “controlled by”, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: representations
and Warranties. All representations and warranties of the STOCKHOLDERS and the COMPANY contained in this Agreement shall be true and correct in all material respects as of the Pre-Closing Date with the same effect as though such representations and warranties had been made on and as of such date; and the STOCKHOLDERS shall have delivered to VPI certificates dated the Pre-Closing Date and signed by them to such effect.