bhaskrr/legal-clauses huggingface dataset:
Clause type: compensation
 (a) As compensation for services hereunder rendered during the term hereof, Executive shall receive a base salary of One Million Dollars ($1,000,000) per year payable in equal installments in accordance with the Company's payroll procedure for its salaried employees (but in no event less than twice a month), it being understood that for 1998 a lump sum payment shall be made promptly after the approval of this Agreement by the shareholders of the Company to cause the salary payments to Executive in 1998 to such date in 1998 to at least equal the pro rata portion (based on the number of days in 1998 then elapsed through the end of the most recent pay period then ended) of One Million Dollars ($1,000,000). Salary payments shall be subject to withholding of taxes and other appropriate and customary amounts. In addition to the base salary above, Executive may receive additional annual salary increases based upon his performance in his executive and management capacity. The amounts of such salary increases shall be determined by the Board of Directors of the Company or the Compensation Committee thereof (the "Compensation Committee").
Clause type: capitalization
 The Company has an authorized capitalization as set forth in the Time of Sale Information and the Prospectus and all the outstanding shares of capital stock of the Company, including the Securities to be sold by the Selling Stockholders in the offering, have been duly and validly authorized and issued and are fully paid and non-assessable and conform to the description of the Common Stock contained in each of the Time of Sale Information and the Prospectus; and all the outstanding shares of capital stock or other equity interests of each Material Subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable, to the extent such concepts exist under applicable law, and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party.
Clause type: miscellaneous
This Agreement may be executed simultaneously in counterparts, each of which shall be an original, but all of which shall constitute but one and the same agreement.
Clause type: miscellaneous
18. Notwithstanding any provision of this Agreement, the Reserve Bank may, in its sole discretion, grant written extensions of time to Hanmi and the Bank to comply with any provision of this Agreement.
Clause type: investment-company-act
 The Company is not and, upon the sale of the Offered Securities as herein contemplated, will not be an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”);
Clause type: employee_benefits
 As a regular employee of the Company, you will be eligible to participate in a number of Company-sponsored benefits. In addition, you will be entitled to paid vacation in accordance with the Company’s vacation policy, as in effect from time to time.
Clause type: whereas
the Fund is an open-end, diversified management investment company registered as such with the Securities and Exchange Commission (the "Commission") pursuant to the Investment Company Act of 1940 (the "Investment Company Act"), and OFI is a registered investment adviser;
Clause type: assignment
The Agreement will not be assignable by Employee or the Company without the prior written consent of the other. Subject to the preceding sentence, the Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors and permitted assigns.
Clause type: vesting
 All of the Deferred Stock Units shall initially be unvested. During the 12-month period following the Grant Date, 25% of the Deferred Stock Units shall become vested as of the end of each 3-month period following the Grant Date, provided the Director has continued on the Board until the end of such 3-month period. All of the Deferred Stock Units credited to the Account shall become fully vested upon the occurrence of a Change in Control (as defined in Appendix A) or the Director’s death, provided the Director is then serving on the Board.
Clause type: payment
 The Exercise Price of Option Stock being purchased upon an exercise of the Option (in part or in whole) shall be paid by the Optionee in full at the time of such exercise. Such payment shall be made in the manner described in the Plan and shall accompany the Notice of Exercise. The Option shall not be considered to have been properly exercised as to any Option Stock, and no Option Stock shall be issued or delivered, until full payment of the Exercise Price therefor has been made.
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of 85,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, $.01 par value per share (“Company Preferred Stock”). The rights and privileges of each class of the Company’s capital stock are as set forth in the Company’s Certificate of Incorporation. As of March 24, 2004, (i) 19,203,941 shares of Company Common Stock were issued and outstanding, (ii) 3,746,134 shares of Company Common Stock were held in the treasury of the Company or by a Subsidiary of the Company, and (iii) no shares of the Company Preferred Stock were issued or outstanding, and subsequent to such date and through and including the date of this Agreement, no other shares of Company capital stock were issued other then pursuant to Company Stock Options, Company Warrants or other rights to acquire Company capital stock set forth in Section 3.2(b) of the Company Disclosure Schedule.
Clause type: payment
 If Landlord provides a Tenant Improvements ------- Allowance pursuant to Paragraph 1.4 above, then within twenty (20) days after ------------- Landlord's receipt of reasonably satisfactory invoices for costs of labor and materials incurred in connection with the Tenant Improvements, together with such supporting documentation and lien waivers as Landlord may reasonably require in order to review the costs covered by the billing, Landlord shall pay the Tenant Improvement Costs represented by such invoices first coming due for payment, up to an aggregate amount equal to the Tenant Improvements Allowance. As and when any amount of Tenant's Share of Tenant Improvement Costs or any amounts payable by Tenant pursuant to the Build to Suit Option Agreement become due and payable, Landlord shall request such financial institution to utilize the remaining SetAside Funds to pay such amounts; provided, however, that if at any time there are insufficient Set-Aside Funds to pay any amount of Tenant's Share of Tenant Improvement Costs and/or any other amounts payable by Tenant pursuant to the Build to Suit Option Agreement, Tenant shall pay any and all such excess Shell and Core Costs and Tenant Improvement Costs to Landlord within ten (10) days after the date of Tenant's receipt of Landlord's written request therefor, together with such supporting documentation and lien waivers as Tenant may reasonably require in order to review the costs covered by the billing. Any failure by Tenant to pay any amount of Tenant's Share of Tenant Improvement Costs or any other amounts payable by Tenant pursuant to the Build to Suit Option Agreement as and when required under this Exhibit B shall constitute a --------- default by Tenant under the Lease.
Clause type: confidentiality
Each of the Administrative Agent, the Lenders and the Issuing Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (provided, that such Person shall use commercially reasonable efforts to inform the Borrower promptly of any such requirements unless such applicable law, regulation, subpoena or legal process is in connection with bank regulatory and examination matters), (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective party (or its managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap or derivative or similar transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (iii) any rating agency, or (iv) the CUSIP Service Bureau or any similar organization, (g) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the Issuing Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.
Clause type: definitions
“Personally Identifiable Information” or “PII” means information in any format about an identifiable individual, including, name, address, phone number, e-mail address, account number(s), identification number(s), any other actual or assigned attribute associated with or identifiable to an individual and any information that when used separately or in combination with other information could identify an individual. “Issuer PII” means PII furnished by the Issuer, the Servicer or their Affiliates to the Asset Representations Reviewer and PII developed or otherwise collected or acquired by the Asset Representations Reviewer in performing its obligations under this Agreement.
Clause type: ownership_of_shares
 As of the date hereof, the Affiliated Stockholders collectively beneficially own 29,439,910 Shares. As of immediately prior to the Effective Time, except for Shares acquired after July 22, 2019 pursuant to the exercise or vesting, as applicable, of Equity Awards outstanding on such date in accordance with the terms thereof that are in effect on such date, the Affiliated Stockholders will collectively beneficially own 29,439,910 Shares.
Clause type: miscellaneous
(a) Waiver and Amendment. Any provision of this Agreement may be waived at any time by the party that is entitled to the benefits of such provision. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto. Any waiver shall be effective only in the specific instance and for the specific purpose for which given and shall not constitute a waiver to any subsequent or other exercise of any right, remedy, power or privilege hereunder. (b) Entire Agreement; No Third-Party Beneficiaries; Severability. This Agreement between the Fund and the Advisor constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or government entity to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without giving effect to choice of law principles thereof). (d)
Clause type: grant
 The holders of the Warrants issued hereunder are hereby granted the right to purchase, at any time from __________, 2007 until 5:00 p.m., New York time, on ______________, up to 200,000 Units of the Company, at an initial exercise price (subject to adjustment as provided in Article 8 hereof) of $_____ per Unit (____% of the public offering price per Units), subject to the terms and conditions of this Agreement. The Units issuable upon exercise of the Warrants are referred to as the "Warrant Units".
Clause type: termination
This Agreement may be terminated at any time, without payment of any penalty, by vote of the Directors of the Company or by vote of a majority of the outstanding shares (as defined in the 1940 Act), or by the Manager on sixty (60) days' written notice to the other party.
Clause type: insurance
The Company may procure in its own name and for its own benefit life and/or disability insurance on Executive in any amount or amounts considered advisable. Executive agrees to cooperate in any reasonable medical or other examination, supply any available information and execute and delivery any applications or other instruments in writing as may be reasonably necessary to obtain and maintain such insurance.
Clause type: severability
If any provision of this Agreement shall be declared illegal, invalid, or unenforceable in any jurisdiction, then such provision shall be deemed to be severable from this Agreement (to the extent permitted by law) and in any event such illegality, invalidity or unenforceability shall not affect the remainder hereof.
Clause type: compensation
 While an employee is on any paid leave resulting from an industrial accident or industrial illness, the employee’s salary paid by the Los Angeles Community College District shall not, when added to a normal temporary disability allowance award without penalties granted the employee under workers’ compensation, exceed the employee’s regular salary. A permanent employee’s regular salary is computed on the basis of the number of hours and days in his/her basic daily assignment. An employee who receives a salary differential other than a shift differential shall lose the advantage of the differential after ten (10) consecutive days of paid industrial accident leave for any one accident or illness.
Clause type: now
THEREFORE in consideration of the premises and the mutual covenants contained herein, the Fund and the Auction Agent agree as follows:
Clause type: grant
 The Parties hereto agree that, from the effective date of this Agreement, unless it has been disclosed to Party A and expressly permitted in writing by Party A in advance, Party A shall have the exclusive option to purchase at any time by Party A or any third party designated by Party A all of the equity interest in Party C held by the Grantors at the lowest price permitted by the laws and regulations of the People’s Republic of China at the time of the exercise of the option, subject to the satisfaction of the conditions agreed hereunder. Such option shall be granted to Party A as soon as this Agreement is signed by the Parties and becomes effective, and the option, once granted, may not be revoked or changed during the valid term of this Agreement (including any extended term based on Article 1.2 below).
Clause type: base-salary
 The base salary shall be an annual salary of $270,000.00 (the "Base Salary"), payable by the Company in accordance with the Company's normal payroll practices applicable to senior executives, but no less frequently than monthly. The Base Salary shall be reviewed no less frequently than annually during the term of this Agreement for increase in the discretion of the Board of Directors. The Base Salary shall not be decreased at any time, or for any purpose, during the term of this Agreement without Executive's prior written consent.
Clause type: headings
The headings of the Articles and the Sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
Clause type: interest
 The rate per annum at which interest shall be payable on the 2012 Notes shall be 5.75%. Interest on the 2012 Notes shall be payable semi-annually in arrears on each November 1 and May 1, commencing on November 1, 2006 (each, a “2012 Interest Payment Date”), and on the Stated Maturity as specified in Section 1.04(b) of this Seventeenth Supplemental Indenture, to the Persons in whose names the applicable 2012 Notes are registered in the Security Register applicable to the 2012 Notes at the close of business on the 15th calendar day immediately prior to such payment date regardless of whether such day is a Business Day (each, a “2012 Regular Record Date”). Interest on the 2012 Notes shall be computed on the basis of a 360-day year of twelve 30-day months. Interest on the 2012 Notes shall accrue from May 15, 2006.
Clause type: termination
This Agreement will terminate without further action at any time before the Distribution upon termination of the Separation Agreement. If terminated, no Party will have any Liability of any kind to the other Party or any other Person on account of this Agreement, except as provided in the Separation Agreement.
Clause type: payment
 A. Contractor shall provide the County with a complete and accurate IRS Form W-9.
Clause type: capitalization
 (a) The authorized capital stock of Parent consists of (i) 750,000,000 shares of Parent Common Stock and (ii) 15,000,000 shares of preferred stock, par value $1.00 per share (“Parent Preferred Stock”).
Clause type: ownership_of_shares
 NGH owns, beneficially and of record, 213,250,000 shares (the "Shares") of Class B common stock, $0.01 par value per share, of the Company, free and clear of any Lien and, subject to applicable law, free of any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Shares). None of the Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares. Except for the Shares, NGH does not beneficially own any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, other than as provided in the Corporate Agreement dated as of June 14, 1999 among NGH, the Company and R.J. Reynolds Tobacco Holdings, Inc. ("RJR").
Clause type: dividends
 The Director shall be entitled to receive any dividends paid with respect to the Covered Shares that become payable during the Restricted Period. Any dividends shall be payable to the Director in cash. The Director shall not be prevented from receiving dividends and distributions paid on the Covered Shares of Restricted Stock merely because those shares are subject to the restrictions imposed by this Agreement and the Plan; provided, however that no dividends or distributions shall be payable to or for the benefit of the Director with respect to record dates for such dividends or distributions for any Covered Shares occurring on or after the date, if any, on which the Director has forfeited those shares.
Clause type: capitalization
 The authorized, issued and outstanding Common Shares are as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, as of the date thereof under the caption “Description of Shares.” All issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable and have been offered and sold or exchanged by the Fund in compliance with all applicable laws (including, without limitation, federal and state securities laws); none of the outstanding Common Shares was issued in violation of the preemptive or other similar rights of any securityholder of the Fund; the certificates for the Securities, if any, are in valid and sufficient form. The Common Shares conform to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same. No holder of the Securities will be subject to personal liability by reason of being such a holder.
Clause type: counterparts
This Amendment may be executed in multiple counterparts, and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
Clause type: indemnification
The Fund agrees to indemnify and hold harmless SEI Trust and its affiliates, including their respective officers, directors, agents and employees, from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, attorneys' fees and disbursements and liabilities arising under the Securities Laws and any state and foreign securities and blue sky laws) arising directly or indirectly from any action or omission to act which SEI Trust takes in connection with the provision of services to the Fund. Neither SEI Trust, nor any of its affiliates, shall be indemnified against any liability (or any expenses incident to such liability) caused by SEI Trust's or its affiliates' own willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of SEI Trust's activities under this Agreement. The provisions of this Section 13 shall survive termination of this Agreement.
Clause type: stock_option
 The Executive shall be eligible for an annual incentive stock option grant subject to the approval of the Board. The per share exercise price of the option will be equal to the per share fair market value of the common stock on the date of grant, as determined by the Board of Directors. The term of such option shall be ten (10) years, subject to earlier expiration in the event of the termination of the Executive’s Employment. Such option shall be immediately exercisable, but the purchased shares shall be subject to repurchase by the Company at the exercise price in the event that the Executive’s Employment terminates before he vests in the shares. The Executive shall vest in 25% of the option shares after the first twelve (12) months of continuous service and shall vest in the remaining option shares in equal monthly installments over the next three (3) years of continuous service. The grant of each such option shall be subject to the other terms and conditions set forth in the Company’s 2001 Stock Incentive Plan and in the Company’s standard form of stock option agreement.