bhaskrr/legal-clauses huggingface dataset:
Clause type: termination
(a) This Agreement shall become effective as of the date first above written and shall remain in force for two years thereafter and shall thereafter continue from year to year. This Agreement may be terminated by the Corporation or FDS (without penalty to the Corporation or FDS) provided that the terminating party gives the other party written notice of such termination at least sixty (60) days in advance, except that the Corporation may terminate this Agreement immediately upon written notice to FDS if the authority or permission of FDS to act as Transfer Agent, Dividend Disbursing Agent and Shareholder Servicing Agent has been revoked or if any proceeding or other action which the Corporation reasonably believes will lead to such revocation has been commenced.
Clause type: governing
Law. This Agreement shall be governed by the internal laws of the State of New York without regard to conflict of law principles; provided, however that nothing herein shall be construed as being inconsistent with the 1940 Act. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.
Clause type: taxes
 TriZetto and its Subsidiaries have filed all material Tax returns required to have been filed on or before the date hereof, and all Taxes shown to be due on such Tax returns have been timely paid. Neither TriZetto nor its Subsidiaries have agreed in writing to waive any statute of limitations in respect of Taxes of TriZetto or such Subsidiaries. No issues that have been raised in writing by the relevant taxing authority in connection with the examination of such Tax returns are currently pending, except for any written notice of such issues the subject matter of which has either been substantially resolved or would otherwise not have a Material Adverse Effect on TriZetto. The amounts provided for taxes on the TriZetto Financial Statements are sufficient for the payment of all accrued and unpaid U.S. federal, state, provincial, or local taxes, interest, penalties, assessments and deficiencies for all periods prior to the dates of such balance sheets to the extent such taxes are obligations of TriZetto and its Subsidiaries. Section 3.9 of the Disclosure Schedule lists all unresolved audits, examinations, contests and proceedings (including written notices of intent to audit or examine) with respect to United States federal, foreign and state income tax Returns of TriZetto for periods beginning on or after January 1, 1994.
Clause type: termination
6.1 This Agreement may be terminated by any party in its entirety or with respect to one, some or all Portfolios or any reason by sixty (60) days advance written notice delivered to the other parties, and shall terminate immediately in the event of its assignment, as that term is used in the 1940 Act.
Clause type: ownership_of_shares
 Each Signing Stockholder is the beneficial owner (within the meaning of Regulation 13D and Rules 13d-3 and 13d-5 under the Exchange Act) of the shares of Common Stock indicated as being beneficially owned by such Signing Stockholder on EXHIBIT B hereto. Upon the request of the Board of Directors in connection with the nomination of persons for election to the Board of Directors at the 1999 Meeting, each of the Selling Stockholders shall deliver to the Board of Directors, not less than twenty (20) days prior to the date established as the record date for the 1999 Meeting, a statement in writing that sets forth the number of shares of Common Stock then beneficially owned by such Signing Stockholder as of such date, which statement shall be certified in writing by the record owner or broker-dealer, if any, holding such shares.
Clause type: taxes
 6.1. Allocation of and Indemnity for Taxes. The Contract Price includes full reimburse­ment for, and Seller is liable for and shall pay, or cause to be paid, or reimburse Buyer if Buyer has paid, all Taxes applicable to the Gas sold upstream of the Delivery Point(s). In the event Buyer is required to remit such Tax, the amount thereof shall be deducted from any sums becoming due to Seller hereunder. Seller shall indemnify, defend and hold harmless Buyer from any Claims for such Taxes. The Contract Price does not include reimbursement for, and Buyer is liable for and shall pay, cause to be paid, or reimburse Seller if Seller has paid, all Taxes applicable to the Gas sold downstream of or at the Delivery Point(s), including any Taxes imposed or collected by a taxing authority with jurisdiction over Buyer. Buyer shall indemnify, defend and hold harmless Seller from any Claims for such Taxes.
Clause type: ownership_of_shares
 The seller is the true and lawful owner of the shares and, as of the date of this agreement and at the closing, has and will have full right, power, and authority to sell, transfer, and deliver the shares to purchaser. No shareholder has knowledge of any adverse claims affecting his, her, or its shares or the shares owned by any other shareholder, and there are no notations of any adverse claims marked on the certificates for the shares. At the closing, purchaser will acquire the shares free and clear of any security interests, mortgage, adverse claims, liens, or encumbrances of any nature or description whatsoever.
Clause type: assignment
The duties under this Agreement may not be delegated, and the rights under this Agreement may not be assigned, to any third party in either case without the prior written consent of the non- assigning party, which consent shall not be unreasonably withheld; provided, however, that the either party may assign its rights and delegate its duties hereunder, with notice to but without consent of the other party, to any corporate successor to such party by merger, purchase of assets and assumption of liabilities, acquisition, reorganization, or otherwise, or to any Affiliate. Notwithstanding the foregoing, in no event shall Lilly assign its rights under this Agreement in whole or in part (including to a party that becomes an Affiliate after the date of this Agreement) in connection with a sale or merger of Lilly or acquisition by Lilly valued at $50 billion or more (whether in cash, stock or other property) if the other party to such transaction has an existing agreement with Licensor.
Clause type: grant
 The Underwriter is hereby granted the right to purchase, at any time from ____________, 2001, until 5:30 P.M., New York time, on _____________, 2005 (the "Expiration Date"), up to an aggregate of 140,000 shares of Common Stock (the "Shares" or "Warrant Securities") (subject to adjustment as provided in Section 8 hereof) at the initial Exercise Price (as hereinafter defined) (subject to the terms and conditions of this Agreement). Except as set forth herein, the Shares issuable upon exercise of the Warrants will be in all respects identical to the shares of Common Stock being purchased by the Underwriter for resale to the public pursuant to the terms and provisions of the Underwriting Agreement. Any Warrant that is not exercised on or prior to the Expiration Date shall be void and all rights hereunder shall cease.
Clause type: whereas
the trustees of the Trust (the “Trustees”), including a majority of the Trustees who are not “interested persons” (as such term is defined below) of any party to this Agreement, and the shareholder(s) of the Fund, have each, to the extent required, consented to such an arrangement;
Clause type: grant
 Subject to the provisions of this Stock Agreement and pursuant to the provisions of the Plan, the Company hereby grants to the Participant as of the Grant Date _______ shares (the “Target Shares”) of the Company’s Class A Common Stock, $.01 par value per share (the “Restricted Stock”). This Stock Agreement shall be null and void unless the Participant accepts this Stock Agreement by either (i) electronically accepting this Stock Agreement through the Company’s electronic delivery and acceptance process operated by E*TRADE or (ii) executing this Stock Agreement in the space provided below and returning it to the Company, in each case not later than June 28, 2019.
Clause type: investments
 There are no material restrictions, limitations or regulations with respect to the ability of the Company to invest its assets as described in the Pre-Pricing Prospectus and the Prospectus, other than as described therein; except as disclosed in the Pre-Pricing Prospectus and the Prospectus, the Company does not own, directly or indirectly, any shares of stock or any other equity or long term debt securities of any corporation or other entity. Except for Holdings and TICC CLO (as hereinafter defined) and 2012 TICC CLO (as hereinafter defined) or as otherwise disclosed in the Pre-Pricing Prospectus and the Prospectus, the Company does not control (as such term is defined in Section 2(a)(9) of the Investment Company Act) any of the companies described therein.
Clause type: representations
and Warranties. Debtor represents and warrants to Bank that: (a) Debtor's legal name is exactly as set forth on the first page of this Agreement, and all of Debtor's organizational documents or agreements delivered to Bank are complete and accurate in every respect; (b) Debtor is the owner and has possession or control of the Collateral and Proceeds; (c) Debtor has the exclusive right to grant a security interest in the Collateral and Proceeds; (d) all Collateral and Proceeds are genuine, free from liens, adverse claims, setoffs, default, prepayment, defenses and conditions precedent of any kind or character, except the lien created hereby or as otherwise agreed to by Bank, or heretofore disclosed by Debtor to Bank, in writing; (e) all statements contained herein are true and complete in all material respects; (f) no financing statement covering any of the Collateral or Proceeds, and naming any secured party other than Bank, is on file in any public office; and (g) Debtor is not in the business of selling goods of the kind included within the Collateral subject to this Agreement, and Debtor acknowledges that no sale or other disposition of any Collateral, including without limitation, any Collateral which Debtor may deem to be surplus, has been or shall be consented to or acquiesced in by Bank, except as specifically set forth in writing by Bank.
Clause type: capitalization
 The authorized, issued and outstanding capital shares of the Company is as set forth in the Prospectus under “Description of Common Shares of Beneficial Interest” (except for subsequent issuances, if any, pursuant to reservations, agreements, employee benefit plans, dividend reinvestment or stock purchase plans, employee and director stock option or restricted stock plans or upon the exercise of options or convertible securities referred to in the Prospectus, including common shares issuable upon redemption of limited partnership units in the Operating Partnership); and such shares have been duly authorized and validly issued and are fully paid and non-assessable and are not subject to preemptive or other similar rights.
Clause type: vesting
 If on any Measurement Date, the Value Per Share equals or exceeds the Target Stock Price (the “Target Performance Goal”), then (1) if such Measurement Date is other than the date of a Claire’s Investors Liquidity Event, the Target Performance Option will vest and become exercisable in two equal annual installments on each of the first two anniversaries of such Measurement Date, provided that if a Change of Control occurs after any such Measurement Date, any unvested installment shall become fully vested immediately prior to the Change of Control, and (2) if such Measurement Date is the date of a Claire’s Investors Liquidity Event, the Target Performance Option will become fully vested and immediately exercisable at such time.
Clause type: taxes
 All present and future federal, state, municipal or other taxes imposed by any taxing authority by reason of the provision of PIPP Supply by a PIPP Supplier under this Agreement (collectively, the “Taxes”) will be the liability of the PIPP Supplier, except for Ohio sales and use taxes imposed under Ohio Rev. Code Ann. Tit. 57, Chapters 5739, 5740 and 5741 (the “Ohio Sales and Use Taxes”), which will be the Companies’ responsibility. Should the PIPP Supplier be required to remit any Ohio Sales and Use Taxes directly to the applicable taxing authority, other than Ohio Sales and Use Taxes previously collected by the PIPP Supplier on behalf of the Companies, the Companies will defend and indemnify the PIPP Supplier for such Ohio Sales and Use Taxes and will pay to the PIPP Supplier all such tax amounts upon demand. The PIPP Supplier shall pay all Taxes (other than Ohio Sales and Use Taxes) to the applicable taxing authority to the extent required or permitted by law. If any transaction is exempt from the payment of any such Taxes, the PIPP Supplier will, if requested, provide the Companies with valid tax exemption certificates. Should the Companies be required to remit any Taxes directly to any applicable taxing authority (other than Ohio Sales and Use Taxes and other Taxes previously collected by the Companies directly from the PIPP Supplier), the PIPP Supplier will defend and indemnify the Companies and will pay to the Companies all such Tax amounts upon demand. Each Party shall provide to the other Party all information, data and exemption certificates as such other Party may from time to time reasonably request and otherwise fully cooperate with such other Party in connection with the reporting of (i) any Taxes payable by the PIPP Supplier; (ii) any Tax audit; or (iii) any assessment, refund claim or proceeding relating to Taxes. Each Party shall cooperate with the other Party and take any action reasonably requested, which does not cause the Party to incur any material cost or inconvenience, in order to minimize any Taxes payable.
Clause type: now
THEREFORE in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Clause type: interest
 The Escrowed Payment shall not be held in an interest bearing account nor will interest be payable in connection therewith. In the event the Escrowed Payment is deposited in an interest bearing account, any interest earned on the Escrowed Payment will be paid in the New York State Client Protection Fund or for a similar purpose.
Clause type: ownership_of_shares
 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund?s transfer agent. Acquiring Fund Shares will be issued simultaneously to the Acquired Fund, in an amount determined under paragraph 2.3, to be distributed to Acquired Fund Shareholders. 1.6
Clause type: counterparts
The Parties may execute this Agreement by fax and in counterparts, each of which will be considered an original and all of which will be one agreement.
Clause type: base-salary
 In consideration of the performance by the Employee of the duties and Obligations contained in this Agreement, the Company shall pay Employee an initial gross salary of $70,000 per year, payable bi-weekly in accordance with the normal payroll practices of the Company. Any amounts shall be prorated for periods less than a month. Salary payments shall be subject to withholding and other applicable taxes. The aforementioned initial salary will be subject to review by the Companies, which may decide, in its sole discretion to raise such salary. Such review shall occur annually on or about each Employment Date anniversary.
Clause type: taxes
 (a) Except as provided in this subsection 2.15, all payments made by the Borrower under this Agreement and any Notes shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority ("Taxes"), excluding Taxes on net income (including, without limitation, branch profits taxes and minimum taxes) and franchise taxes (imposed in lieu of net income taxes) imposed on any Agent or any Lender as a result of a present or former connection between any 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 such Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees deductions or withholdings ("Non-Excluded Taxes") are required to be withheld from any amounts payable to any Agent or any Lender hereunder or under any Note, the amounts so payable to such Agent or such Lender shall be increased to the extent necessary to yield to such Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement, provided, however, that the Borrower shall not be required to increase any such amounts payable to any Lender that is not organized under the laws of the United States of America or a state thereof with respect to any Taxes that are imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement or that are attributable to such Lender's failure to comply with the requirements of paragraph (b) of this subsection. Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter, the Borrower shall send to the relevant Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt, if any, received by the Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the relevant Agent the required re...
Clause type: definitions
Unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, words used in this Mortgage may be used interchangeably in singular or plural form and the word “Mortgagor” shall mean “each Mortgagor and any subsequent owner or owners of the Mortgaged Property or any part thereof or any interest therein,” the word “Mortgagee” shall mean “Mortgagee and any subsequent holder of the Note,” the word “Debt” shall mean “the Note and any other evidence of indebtedness secured by this Mortgage,” the word “person” shall include an individual, corporation, partnership, trust, unincorporated association, government, governmental authority, and any other entity, and the words “Mortgaged Property” shall include any portion of the Mortgaged Property and any interest therein and the words “attorneys’ fees” shall include any and all reasonable attorneys’ fees, paralegal and law clerk fees, including, but not limited to, fees at the pre-trial, trial and appellate levels incurred or paid by Mortgagee in protecting its interest in the Mortgaged Property and Collateral and enforcing its rights hereunder. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa.
Clause type: representations
and Warranties. (a) The Trust represents (i) that it has full power and authority to enter into and perform this Amendment, (ii) that this Amendment, and all information relating thereto has been presented to and reviewed by the Board of Trustees of the Trust (the “Board”), and (iii) that the Board has approved this Amendment.
Clause type: entire
Agreement. This Agreement and all documents and instruments referred to herein (i) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof, and (ii) are not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. Each party hereto agrees that, except for the representations and warranties contained in this Agreement, neither party makes any other representations or warranties, and each hereby disclaims any other representations and warranties made by itself or any of its officers, directors, employees, agents, financial and legal advisors or other representatives, with respect to the execution and delivery of this Agreement or the transactions contemplated hereby, notwithstanding the delivery or disclosure of any documentation or other information with respect to any one or more of the foregoing.
Clause type: investment-company-act
 The Company hereby covenants and agrees that, for as long as any Preferred Units are outstanding, the Company shall take such steps as shall be necessary to ensure that neither the Company nor any of its Subsidiaries shall become an “investment company” within the meaning of such term under the Investment Company Act of 1940, as amended.
Clause type: investment_company
 The Partnership is not and, after giving effect to the offering, issuance and sale of the Notes pursuant to this Agreement, will not be, an “investment company” or a company “controlled by” an “investment company” as defined in the Investment Company Act of 1940, as amended.
Clause type: insurance
Keep its insurable properties adequately insured at all times by financially sound and reputable insurers (which may include captive insurers), and maintain such other insurance or self insurance, to such extent and against such risks, including fire and other risks insured against by extended coverage, as is customary with companies similarly situated and in the same or similar businesses.
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of 30,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, par value $.01 per share (the "PREFERRED STOCK" and, together with the Common Stock, the "COMPANY CAPITAL STOCK"). As of the close of business on the date hereof, (i) 7,293,978 shares of Common Stock were issued and outstanding, (ii) no shares of Preferred Stock were issued and outstanding, and (iii) 348,061 shares of Common Stock were reserved for issuance pursuant to outstanding Company Options. All of the outstanding shares of Company Capital Stock are, and all shares of Company Capital Stock which may be issued pursuant to the exercise of outstanding Company Options will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable. None of the outstanding securities of the Company has been issued in violation of any federal or state securities laws.
Clause type: payment
 Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid Interest on May 5, 2020. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning June 5, 2018, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; and then to any late charges. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. Notwithstanding any other provision of this Agreement, Lender will not charge interest on any undisbursed loan proceeds. No scheduled payment, whether of principal or interest or both, will be due unless sufficient loan funds have been disbursed by the scheduled payment date to justify the payment.
Clause type: capitalization
 As of the date of this Agreement, the capitalization of the Company consists of the following: