bhaskrr/legal-clauses huggingface dataset:
Clause type: confidentiality
Director agrees that Director will have access to and become acquainted with confidential proprietary information of the Company and its subsidiaries (“Confidential Information”) which is owned by the Company and its subsidiaries and is regularly used in the operation of the Company’s and its subsidiaries’ businesses. As used in this Agreement, the term “Confidential Information” shall mean proprietary and non-public information that is not disclosed by the Company in its filings with the Securities and Exchange Commission. Director agrees that the term “Confidential Information” as used in this Agreement is to be broadly interpreted and includes (i) information that has, or could have, commercial value for the business in which the Company or any of its subsidiaries is engaged, or in which the Company or its subsidiaries may engage at a later time, and (ii) information that, if disclosed without authorization, could be detrimental to the economic interests of the Company or any of its subsidiaries. Director agrees that the term “Confidential Information” includes, without limitation, any patent, patent application, copyright, trademark, trade name, service mark, service name, “know-how,” negative “know-how,” trade secrets, customer and supplier identities, characteristics and terms of agreement, details of customer or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisitions plans, science or technical information, ideas, discoveries, designs, computer programs (including source codes), financial forecasts, unpublished financial information, budgets, processes, procedures, formulae, improvements or other proprietary or intellectual property of the Company, whether or not in written or tangible form, and whether or not registered, and including all memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof. Director acknowledges that all Confidential Information, whether prepared by Director or otherwise acquired by Director in any other way, shall remain the exclusive property of the Company. Director promises and agrees that Director shall not misuse, misappropriate, or disclose in any way to any person or entity any of the Company’s Confidential Information, either directly or indirectly, nor will Director use the Confidential Information in any way or at any time except as required in the course of Director’s business relatio...
Clause type: interest
 If a party fails to make any payment due to any other party under this agreement by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 5% per annum above Barclays Bank's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount.
Clause type: payment
 All compensation shall be based only on time worked or the application of appropriate benefits. Employees shall be paid bi-weekly, no later than the middle of the second week following the completion of a bi-weekly pay period. Deductions from that payment shall include only items authorized in writing by the employee, required by law, money to which the employee is not entitled, or money owed to the University.
Clause type: taxes
 To the best of Borrower's knowledge, all tax returns and reports of Borrower that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided.
Clause type: definitions
(a) Unless otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement shall be used herein as therein defined. Reference to singular terms shall include the plural and vice versa.
Clause type: notices
Any notices or other communications permitted or required hereunder or under the Servicing Agreement shall be in writing and shall be deemed conclusively to have been given if personally delivered at or mailed by registered mail, postage prepaid, and return receipt requested or transmitted by telex, telegraph or telecopier and confirmed by a similar mailed writing, to:
Clause type: payment
 It shall duly and punctually pay or cause to be paid all sums of money due and payable by it under this Agreement and the other Documents on the dates, at the places and in the currency and the manner set forth herein and therein.
Clause type: ownership_of_shares
 The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series. No
Clause type: counterparts
This Agreement may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.
Clause type: headings
The headings used in this Agreement are for convenience only and are not be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer.
Clause type: indemnification
(a) The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act as follows:
Clause type: whereas
The Fund desires to retain the Investment Manager to render management and investment advisory services in the manner and on the terms and conditions hereinafter set forth; and
Clause type: financing
 At the Effective Date, CMTY will have available cash sufficient to pay the amounts required to be paid to PRFS shareholders pursuant to this Agreement and shares available and reserved to pay the Common Stock Consideration, upon consummation of the Merger.
Clause type: interest
 Subject to the provisions of Section 3.1, all Loans shall bear interest at a per annum rate equal to the Base Rate plus the Applicable Percentage. Interest on Loans shall be payable in arrears on each applicable Interest Payment Date (or at such other times as may be specified herein).
Clause type: whereas
the Trust desires to appoint the Bank as its transfer agent, dividend disbursing agent, and agent in connection with certain other activities, and the Bank desires to accept such appointment;
Clause type: miscellaneous
a. Payments of 12b-1 fees to you for payment to your financial advisers in respect of American Funds U.S. Government Money Market Fund are currently suspended for all share classes except Class F-1, R-2, R-2E, R-3 and R-4 shares. Payments for other share classes may resume at a future date, if the fund’s investment adviser determines, in its sole discretion, that the yield on the fund’s portfolio securities supports such payments. Notwithstanding the foregoing, payments of 12b-1 fees in respect of American Funds U.S. Government Money Market Fund may be discontinued if the fund’s investment adviser determines, in its sole discretion, that the yield on the fund’s portfolio securities does not support such payments.
Clause type: headings
The headings of the Sections hereof are inserted for convenience only and do not and will not be deemed to constitute part of this Agreement or to affect the construction thereof.
Clause type: confidentiality
Each party acknowledges that, in the course of performing its duties and obligations under this Agreement, certain information that is confidential or proprietary to such party (“Confidential Information”) will be furnished by the other party or such other party’s Representatives. Each party agrees that any Confidential Information furnished by the other party or such other party’s Representatives will not be used by it or its Representatives except in connection with, and for the purposes of, the promotion, marketing, distribution and sale of Product and for any other purpose permitted under this Agreement and, except as provided herein, will not be disclosed by it or its Representatives without the prior written consent of the other party. Notwithstanding the foregoing, Confidential Information furnished by a party may be disclosed by a receiving party to such receiving party’s professional advisors or such receiving party’s bona fide potential purchasers, acquirers, investors, bankers and lenders, and the professional advisors of the foregoing; provided that such persons need to know the disclosed information and agree to be bound by the receiving party’s obligation of confidentiality with respect to such information. The parties further agree that all Confidential Information shall be clearly marked “CONFIDENTIAL” or, if furnished in oral form, shall be stated to be confidential by the party disclosing such information at the time of such disclosure and reduced to a writing by the party disclosing such information which is furnished to the other party or such other party’s Representatives within forty-five (45) days after such disclosure.
Clause type: base-salary
 During the Period of Employment, Employer shall pay Employee a Base Salary at the rate of $140,000 per annum payable at least as frequently as bi-weekly and subject to payroll deductions as may be necessary or customary in respect of Employer's salaried employees in general. The amount of Employee's Base Salary shall be subject to annual review by the Board, provided that the level of such Base Salary shall not be subject to reduction. 3.2
Clause type: headings
Headings of Sections and subsections are for convenience only and are not a part of this Agreement.
Clause type: compensation
 Subject to the terms and conditions of this Agreement, during the Employment Period, the Employee shall be compensated by the Company for his services as follows:
Clause type: interest
 On each Anniversary Date of this Agreement prior to any payment of pre-retirement or post-retirement benefits, and during the payment of any pre-retirement benefits or post-retirement benefits, interest is to be accrued on the account balance and compounded at an annual rate equal to the Wall Street Journal Prime Rate plus one and one half percent on the first business day of the Plan Year, compounded monthly.
Clause type: definitions
For purposes of this Agreement, the following capitalized words shall have the meanings set forth below.
Clause type: base-salary
 During the Employment Period, Executive shall receive an initial annual base salary in an amount equal to $520,000, which shall be paid in accordance with the customary payroll practices of the Company (the “Annual Base Salary”). Executive’s Annual Base Salary shall be reviewed at least annually by the Board but may not be reduced, and in the event of any increase thereof, all references to “Annual Base Salary” as used in this Agreement shall refer to such increased amount.
Clause type: loans
 Subject to Section 4.3, the Partnership may incur Debt, or enter into other similar credit, guarantee, financing or refinancing arrangements for any purpose (including, without limitation, in connection with any further acquisition of Properties) with any Person, including the General Partner, the Operating Partnership and their affiliates, upon such terms as the General Partner determines appropriate; provided, that the Partnership shall not incur any Debt that is recourse to the General Partner, except to the extent otherwise agreed to by the General Partner in its sole discretion.
Clause type: notices
Unless otherwise provided in this Agreement, all notices or demands by any party relating to this Agreement or any other agreement entered into in connection herewith shall be in writing and (except for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by a recognized overnight delivery service, certified mail, postage prepaid, return receipt requested, or by telefacsimile to Borrower or to Bank, as the case may be, at its addresses set forth below: If to Borrower: ROCKET FUEL INC. 350 Marine Parkway, Suite 220 Redwood Shores, CA 94065 Attn: FAX: ( ) If to Bank: Comerica Bank 39200 Six Mile Road, M/C 7578 Livonia, Michigan 48152 Attn: National Documentation Services with a copy to: Comerica Bank 250 Lytton Ave, 3rd Floor Palo Alto, CA 94301 Attn: Dennis Rapoport FAX: 650-462-6049 The parties hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other.
Clause type: entire
Agreement. This Agreement and the Delegation Agreement (if applicable), as amended from time to time, constitute the entire understanding and agreement of the parties thereto with respect to the subject matter therein and accordingly, supersedes as of the effective date of this Agreement any custodian agreement heretofore in effect between the Funds and the Custodian.
Clause type: indemnification
The Lenders agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing, provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (i...
Clause type: ownership_of_shares
 Holdings is the sole legal and record owner of the Shares, has good and valid title to the Shares, and has the sole and absolute right to sell and transfer the Shares in accordance with this Agreement, free and clear of all Liens.
Clause type: loans
 Make advances, loans or extensions of credit to any Person, including without limitation, any Parent, Subsidiary or Affiliate except with respect to (i) the extension of commercial trade credit in connection with the sale of Inventory in the ordinary course of its business, (ii) loans to employees on an arm’s-length basis in the ordinary course of business consistent with past practices for travel expenses, relocation costs and similar purposes up to a maximum of $500,000 in the aggregate at any one time outstanding, (iii) so long as no Default or Event of Default shall exist before and after giving effect thereto, loans or extensions of credit to another Loan Party that are unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to terms reasonably satisfactory to Agent, (iv) so long as no Default or Event of Default shall exist before and after giving effect thereto and Borrower would be able to obtain Advances of at least $500,000 after giving effect thereto, other advances, loans or extensions of credit not to exceed $1,500,000 outstanding at any one time, and (v) loans, advances or extensions of credit that constitute Permitted Investments.
Clause type: representations
and Warranties. All of the representations and warranties of the Company and the Sellers contained in Sections 4.1 (Organization), 4.2 (Authority), 4.3 (Title; Capital Structure), 4.4 (Absence of Restrictions and Conflicts) and 4.6 (Sufficiency; Title to Assets) of this Agreement shall be true and correct, in all respects and all of the representations and warranties of the Company and the Sellers contained in Sections 4.5 and 4.7 through 4.27 of this Agreement shall be true and correct, in all material respects, in each case, as of the date hereof and as of the Closing Date as if made on and as of the Closing Date (except that representations and warranties that are made as of a specific date need be true and correct only as of such date); provided, however, that if any such representation or warranty made by the Company and the Seller includes within its terms any Knowledge, materiality or Material Adverse Effect qualifier, such qualifier shall be disregarded solely for purposes of determining compliance with this Section 7.2(a).
Clause type: conversion_of_shares
 Each Share issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and Dissenting Shares) shall automatically be converted into the right to receive cash in an amount, without interest, equal to the Merger Consideration. As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate representing any such Shares (a “Certificate”) or book-entry Shares (“Book-Entry Shares”) shall cease to have any rights with respect to such Shares, except, in all cases, the right to receive the Merger Consideration, without interest, upon surrender of such Certificate or Book-Entry Shares in accordance with Section 2.2. The right of any holder of any Share to receive the Merger Consideration shall be subject to and reduced by the amount of any withholding that is required under applicable Tax Law.
Clause type: payment
 Except as otherwise agreed to by EDDYFI in writing, and upon approved credit, invoices will be issued as of the date of shipment and shall become due and payable in the lawful currency as per conditions specified in the quotation and the order acknowledgement. All invoiced amounts unpaid and outstanding will be subject to a charge of one and one half percent (1½%) per month (18% per annum) with interest on overdue interest at the same rate, from the date due or up to the maximum allowed by applicable law from the date due.
Clause type: dividends
 No dividends shall be declared and set aside for any Series A Preferred Shares of the Corporation except in the event that the Board of Directors of the Corporation shall declare a dividend payable upon the then outstanding Common Shares of the Corporation, in which event the holders of the Series A Preferred Shares shall be entitled to the amount of dividends per share as would be declared payable on the number of Common Shares into which each Series A Preferred Share held by each holder thereof could be converted pursuant to the provisions of Subsection V hereof, such number determined as of the record date for the determination of holders of Common Shares entitled to receive such dividend.
Clause type: loans
 Borrower will not make loans or advances to any Person, other than (i) trade credit extended in the ordinary course of its business, and (ii) advances for business travel and similar temporary advances in the ordinary course of business to officers, stockholders, directors, and employees, (iii) loans or advances to direct or indirect subsidiaries of PhyMatrix, or (iv) without the prior written consent of Lender, which consent shall not be unreasonably withheld, loans or advances (A) which are not otherwise specifically permitted under this Agreement, (B) which have been presented to Lender by Borrower to determine if Lender will fund the loan or advance under this Agreement or the Affiliated Loan Agreements, (C) which Lender determines within ten (10) Business Days of such presentation that it will not fund, and (D) which do not exceed an aggregate of $5,000,000 outstanding at any time. If such a loan or advance is made by Borrower to any such Person, then Borrower shall increase the amount of cash collateral required to be maintained pursuant to the provisions of Section 6.17 by one dollar ($1.00) for each one dollar ($1.00) being loaned or advanced by Borrower.
Clause type: loans
 No Obligor will and each Obligor will procure that none of its Subsidiaries will, make or agree to make or permit to be outstanding any loans or grant or agree to grant any credit other than:
Clause type: now
THEREFORE for and in consideration of the premises, the mutual covenants and agreements herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by the parties as follows:
Clause type: definitions
(a) Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
Clause type: dividends
 Debtor agrees that any and all (A) dividends and interest paid or payable, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for any Pledged Securities, (B) dividends and other distributions paid or payable in cash in respect of any Pledged Securities in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Securities, shall be, and shall be forthwith delivered to Secured Party to hold as, Collateral and shall, if received by Debtor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Debtor and be forthwith delivered to Secured Party as Collateral in the same form as so received (with any necessary endorsement) to be held as part of the Collateral.
Clause type: termination
The obligations of the Underwriters under this Agreement may be terminated at any time prior to the Closing Date (or, with respect to the Option Securities, on or prior to the Option Closing Date), by notice to the Company from the Representative, without liability on the part of the Underwriters to the Company, if, prior to delivery and payment for the Firm Securities (or the Option Securities, as the case may be), in the sole judgment of the Representative, any of the following shall occur: