bhaskrr/legal-clauses huggingface dataset:
Clause type: whereas
on April 9, 1998 the Board of Directors of the Company has authorized and declared a dividend of one preferred share purchase right ("Right") for each Common Share (as such term is hereinafter defined) of the Company outstanding at the close of business on May 1, 1998 (the "Record Date"), each Right representing the right to purchase one one-hundredth (subject to adjustment) interest in a Preferred Share (as such term is hereinafter defined), upon the terms and subject to the conditions herein set forth, and has further authorized and directed the issuance of one Right (subject to adjustment) with respect to each Common Share that shall become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (as such terms are hereinafter defined);
Clause type: assignment
No Party shall have the right to assign its rights or obligations under this Agreement without the consent of the other Parties; provided, however, that the Partnership Group may make a collateral assignment of this Agreement solely to secure financing for the Partnership Group.
Clause type: assignment
This Agreement shall not be assigned by either party without the prior written consent of the other party, except that either party may assign to a successor all of or a substantial portion of its business, or to a party controlling, controlled by, or under common control with such party.
Clause type: ownership_of_shares
 The Shareholder owns all of the Shares, ------------------- which Shares represent all of the issued and outstanding shares of capital stock of each of the Companies, free and clear of all Liens (including without limitation any restriction on the right to vote, sell or otherwise dispose of the Shares), and the Shareholder has the unrestricted right to transfer the Shares to the Purchaser and, upon transfer of such Shares to the Purchaser hereunder, the Purchaser will acquire good, valid and marketable title to such Shares, free and clear of all Liens.
Clause type: base-salary
 In consideration for the Executive’s services hereunder, the Company shall pay the Executive a minimum annual salary (as the same shall be increased from time to time at the discretion of the Board, the “Base Salary”) of US$5270, payable in accordance with the customary payroll practices of the Company.
Clause type: base-salary
 “Base Salary”, as used in Section 9 hereof, means the annual cash base salary (excluding any bonus and the value of any fringe benefits) paid to the Executive at the time of the termination of employment unless such amount has been reduced after a Change in Control, in which case such amount shall be the highest base salary in effect during the 18 months prior to the Change in Control.
Clause type: payment
 7.1. Unless otherwise agreed in writing, any invoice shall be due and payable within thirty (30) calendar days of the date of such invoice.
Clause type: interest
 During the Term (or any renewal term), Borrower shall pay Lender simple interest on the Loan at a rate of eight percent (8%) of the Loan Value per annum (“Interest”). Interest shall be paid on a quarterly basis, in equal installments in arrears, and shall be made by Borrower in either of the manners described below, the method to be selected at the sole discretion of the Lender:
Clause type: investment-company-act
 Neither the Company nor any of its subsidiaries is or, after giving effect to the offering of the Stock and the application of the proceeds thereof as described in the General Disclosure Package and the Prospectus, will be required to register as an “investment company” or an entity “controlled” by 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: entire
Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes and replaces any prior or contemporaneous understandings.
Clause type: counterparts
This Agreement may be executed in two counterparts, each of which shall constitute one and the same instrument.
Clause type: headings
The headings of various sections of this Warrant have been inserted for reference only and shall not affect the meaning or construction of any of the provisions hereof.
Clause type: taxes
 The Borrower has filed all federal, state and other income tax returns which are required to be filed through the date of this Credit Agreement and has paid all taxes as shown on said returns, and all taxes due or payable without returns and all assessments received to the extent such taxes and assessments have become due. All tax liabilities of the Borrower are adequately provided for on its books, including interest and penalties. No income tax liability of a material nature has been asserted by taxing authorities for taxes in excess of those already paid. The Borrower has made all required withholding deposits.
Clause type: financing
 Acquiror has, and will have available to it upon the Effective Time, sufficient funds to consummate the transactions contemplated by this Agreement, including payment in full of the amounts payable to the Company Securityholders under Article 2.
Clause type: headings
The table of contents and section headings used in this Intercreditor Agreement are for convenience only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.
Clause type: assignment
This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties hereto and their respective successors and permitted assigns; provided, however, that, except in connection with any Transfer permitted by Section 4, neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of Legal Requirements or otherwise by any of the parties hereto without the prior written consent of the other parties, except that Parent and Merger Sub may assign, in their sole discretion and without the consent of any other party, any or all of their rights, interests and obligations hereunder to each other or to one or more direct or indirect wholly-owned Subsidiaries of Parent, and any such assignee may thereafter assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more additional direct or indirect wholly-owned Subsidiaries of Parent; provided, that no such assignment shall relieve Parent or Merger Sub of any of their respective obligations under this Agreement. Any assignment in violation of the preceding sentence shall be void. Subject to the preceding two sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.
Clause type: base-salary
 During the Employment Period, ----------- the Executive shall receive an annual base salary ("Annual Base Salary") of not less than $500,000, which shall be paid in accordance with the Company's normal payroll practices and shall apply retroactively to May 5, 2004.
Clause type: assignment
This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. No Party hereto may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other party hereto; provided, however, that either party may assign this Agreement without the consent of the other party to any third party that acquires, by any means, including by merger or consolidation, all or substantially all the consolidated assets of such party. Any purported assignment in violation of this Section 18 shall be void and shall constitute a material breach of this Agreement.
Clause type: headings
Section and paragraph headings are not part of this Agreement and are included solely for convenience and are not intended to be full or accurate descriptions of the contents thereof.
Clause type: assignment
The services to be rendered by Executive under this Agreement are unique and personal. Accordingly, Executive may not assign any of his rights or duties under this Agreement.
Clause type: capitalization
 (i) The authorized capital stock of the Company consists of (A) 3,703,704 shares of Common Stock, of which 1,013,038 shares are issued and outstanding, (B) 5,000,000 shares of Series B Convertible Preferred Stock, $0.01 par value per share (“Series B Preferred Stock”), of which 20,000 shares were issued and outstanding. All of the issued and outstanding shares of Common Stock and Series B Preferred Stock have been duly authorized and validly issued and are fully paid and nonassessable and were issued in compliance with all applicable state and federal laws concerning the issuance of securities.
Clause type: severability
In case any provision of this Agreement shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby so long as the intent of the Parties to this Agreement shall be preserved.
Clause type: investments
 The Borrower shall not and, shall not permit any of the Guarantors to, make any Investment, except that:
Clause type: loans
 Not make any loans or advances or extend credit to any third person, including, but not limited to, directors, officers, shareholders, partners, employees, affiliated entities or subsidiaries of the Borrower, except for credit extended in the ordinary course of the Borrower's business as presently conducted.
Clause type: payment_terms
 (a) If credit terms are made available by CBH at its discretion, then the Customer must pay the amount set out in any invoice provided by CBH within 14 days of the date of the invoice.
Clause type: ownership_of_shares
 The Shareholders described on Exhibit "B" are the owners of record and beneficially of the issued and outstanding shares of capital stock of MENTOR as described therein. Each Majority Shareholder represents and warrants that he, she or it owns such shares free and clear of all rights, claims, liens and encumbrances, and the shares have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement.
Clause type: payment
 All payments made to the Asset Representations Reviewer shall be made to the account specified by the Asset Representations Reviewer from time to time in writing to the Indenture Trustee, the Sponsor, the Servicer and the Issuer. For the avoidance of doubt, there shall be no aggregate limit on the Review Fee, reimbursable expenses, or indemnities payable by the Sponsor or the Issuer (subject to Section 4.5) to the Asset Representations Reviewer pursuant to this Article IV.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which, taken together, shall constitute a single agreement.
Clause type: counterparts
This Agreement may be executed in any number of identical counterparts, any of which may contain the signatures of less than all parties, and all of which together shall constitute a single agreement.
Clause type: esop
 The Trustee shall have obtained from the ESOP Advisor (or another “independent appraiser” (within the meaning of section 401(a)(28)(C) of the Code)) an opinion directed solely to the Trustee and on which the Trustee shall be entitled to rely, stating that based upon information and analysis received by the ESOP Advisor (or such other independent appraiser) as of the Closing Date (i) the Per Share Closing Payment Consideration to be paid to the ESOP in connection with the transactions contemplated by this Agreement is at least equal to the fair market value (as such term is used for adequate consideration purposes as defined in Section 3(18)(B) of ERISA and the proposed regulations thereunder) of the Shares owned by the ESOP; and (ii) that the terms of the transactions contemplated by this Agreement as a whole are fair and reasonable to the ESOP (and its participants and beneficiaries) from a financial point of view.
Clause type: compensation
 During the period of his employment hereunder, ------------ Executive shall be paid a salary, in monthly or semi-monthly installments (in accordance with the Company's normal payroll practices for senior executive officers), at the rate of Seven Hundred Fifty Thousand Dollars ($750,000.00) per year, or such higher salary as may be from time to time approved by the Board (or any duly authorized Committee thereof) (any such higher salary so approved to be thereafter the minimum salary payable to Executive during the remainder of the Term hereof), plus such additional incentive compensation, if any, as may be awarded to him yearly by the Board (or any duly authorized Committee thereof). For purposes of the MIP (as defined in subparagraph (c) below), for each of the Company's fiscal years ending during the Term of this Agreement, Executive's Individual Target Award shall be 100% of his base salary for the applicable Year (as defined in the MIP). Executive shall also receive an automobile allowance from the Company of One Thousand Dollars ($1,000.00) per month during the Term of this Agreement.
Clause type: dividends
 Grantee shall not receive cash dividends on the Restricted Share Unit but instead shall, with respect to each Restricted Share Unit, receive a cash payment from the Company on each cash dividend payment date with respect to the Common Shares with a record date between the Grant Date and the earlier of the forfeiture of such unit in accordance with the terms hereof or the settlement of such unit pursuant to Paragraph 7 hereof, such cash payment to be in an amount equal to the dividend that would have been paid on the Common Share represented by such unit.
Clause type: confidentiality
The Parties acknowledge and confirm any oral or written materials exchanged by the Parties in connection with this Agreement are confidential. The Parties shall maintain the secrecy and confidentiality of all such materials. Without the written approval by the other Parties, any Party shall not disclose to any third party any relevant materials, but the following circumstances shall be excluded:
Clause type: compensation
 During the employment term under this Agreement, the Company shall compensate Executive as follows:
Clause type: termination
If within the period ending one year after a Change in Control, (i) the Bank shall terminate Executive’s employment Without Cause, or (ii) Executive voluntarily terminates her employment with Good Reason, the Bank shall, within ten calendar days of the termination of Executive’s employment, make a lump-sum cash payment to her equal to three times Executive’s average Annual Compensation over the five (5) most recently completed calendar years ending with the year immediately preceding the effective date of the Change in Control. In determining Executive’s average Annual Compensation, Annual Compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses (whether paid or accrued for the applicable period), as well as retirement benefits, director or committee fees and fringe benefits paid or to be paid to Executive or paid for Executive’s benefit during any such year, profit sharing, employee stock ownership plan and other retirement contributions or benefits, including to any tax-qualified plan or arrangement (whether or not taxable) made or accrued on behalf of Executive for such years. The cash payment made under this Section 12b. shall be made in lieu of any payment also required under Section 11f. of this Agreement because of a termination in such period. Executive’s rights under Section 11f. are not otherwise affected by this Section 12. Also, in such event, Executive shall, for a thirty-six (36) month period following her termination of employment, receive the benefits she would have received over such period under any retirement programs (whether tax-qualified or non-tax-qualified) in which Executive participated prior to her termination (with the amount of the benefits determined by reference to the benefits received by Executive or accrued on her behalf under such programs during the twelve (12) months preceding the Change in Control) and continue to participate in any benefit plans of the Bank that provide health (including medical and dental), life or disability insurance, or similar coverage upon terms no less favorable than the most favorable terms provided to senior executives during such period. In the event that the Bank is unable to provide such coverage by reason of Executive no longer being an employee, the Bank shall provide Executive with comparable coverage on an individual policy bas...
Clause type: termination
This Agreement may be terminated, and the transactions contemplated hereby may be abandoned, at any time prior to the Effective Time, whether prior to or after the Company Stockholders' Approval:
Clause type: compensation
 No salary will be paid by the District for the period of the leave. However, employees may elect to take any available paid illness and vacation leaves in lieu of unpaid Family and Medical Leave.
Clause type: loans
 Subject to the terms and conditions of this Agreement, each Lender agrees to make a secured loan to the Borrower in respect of the Aircraft (herein called a "Loan") on a date to be designated pursuant to Section 2 hereof, on or about June 26, 2002 but in no event later than December 31, 2002 (the "Commitment Termination Date"), in the amount in Dollars set forth opposite such Lender's name in Schedule II hereto (its "Commitment"), and to receive, as evidence of each such secured loan, Note(s) in an amount equal to its Commitment. The aggregate amount of the Commitments for the Aircraft shall equal the Original Amount for the Aircraft. Each Loan shall bear interest and amortize in accordance with Section 2.02 of the Mortgage. If any Lender shall default in its obligation to make the amount of its Commitment available pursuant to this Section 2 in respect of the Aircraft, no other Lender shall have an obligation to make any portion of such amount available or to increase the amount of its commitment for the Aircraft and the obligations of the non-defaulting Lender shall remain subject to the terms and conditions set forth in this Agreement.
Clause type: ownership_of_shares
 Upon consummation of the Closing, Buyer shall acquire full, exclusive and unconditional ownership of the Shares, which Shares shall constitute at least 50% of the total number of Outstanding Shares plus one share, as calculated on a fully-diluted basis taking into account all options, warrants, subscription and other rights outstanding for the purchase of capital shares or founder shares of the Company and any securities which allow the holders thereof voting rights or any rights to share in the profits of the Company.
Clause type: investments
 Borrower will not, and will not permit any of its Subsidiaries to, make or have outstanding any investments in any person, except for (i) Subsidiaries formed or acquired pursuant to a Permitted Acquisition and (ii) “cash equivalent” investments as Lender may from time to time approve in writing.
Clause type: confidentiality
26.1 The Parties hereby undertake the following with regard to Confidential Information:
Clause type: ownership_of_shares
 Upon payment of the Option Price, ASIG will acquire, good and valid title to the Shares received, free and clear of any lien, charge, encumbrance, security interest, claim or right of others of whatever nature other than the requirements of the federal and state securities laws respecting limitations on the subsequent transfer thereof, and shall be free or preemptive rights.
Clause type: investment-company-act
 The Borrower is not subject to any regulation as an "investment company" subject to the Investment Company Act of 1940, as amended.
Clause type: investment-company-act
 The Company is not, and immediately after giving effect to the offering and sale of the Shares, will not be, an “investment company” as that term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).
Clause type: indemnification
(a) Parent shall, and shall cause the Surviving Corporation, to, (i) assume the obligations with respect to all rights to indemnification, advancement of expenses and exculpation from liabilities, for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former director or officer (the “Indemnified Persons”) of the Company or any Subsidiary of the Company as provided in the Company Charter, the Company Bylaws, the organizational documents of any Subsidiary of the Company or any indemnification agreement between such Indemnified Person and the Company or any Subsidiary of the Company (in each case, as in effect on the date hereof and, in the case of any indemnification agreement, as set forth in Section 6.05(a) of the Company Disclosure Letter and of which the Company has made available to Parent true, correct and complete copies), without further action, as of the Effective Time, and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms and (ii) during the period commencing on the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, indemnify and hold harmless each Indemnified Person with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with the defense of any Action (whether civil, criminal, administrative or investigative), whenever asserted, based on or arising out of, in whole or in part, (A) the fact that an Indemnified Person was a director or officer of the Company or such Subsidiary or (B) acts or omissions by an Indemnified Person in the Indemnified Person’s capacity as a director, officer or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with serving at the request of the Company or such Subsidiary as a director, officer, agent, trustee or fiduciary of another person (including any employee benefit plan)), in each case under clause (A) or (B), at, or at any time prior to, the Effective Time (including any Action relating in whole or in part to the transactions contemplated by this Agreement or relating to the enforcement of this provision or any other indemnification or advancement right of any Indemnified Person), to the fullest extent permitted under applicable Law that t...
Clause type: ownership_of_shares
 Upon the Closing under the Stock Purchase Agreement and the closing of Seller’s purchase of the Definite Shares (as defined in the Subscription Agreement) and the Contingent Shares (as defined in the Subscription Agreement) under the Subscription Agreement, and assuming Buyer closes on the sale of an aggregate of $5,000,000 of units in Covered Offerings, then Seller will own the number and the percentage of issued and outstanding Shares as follows: 13,142,962 ~ 32.86%
Clause type: investments
 The investments held in the Plan must comply with the investment rules imposed by the Act for a registered retirement savings plan. The Plan may not, directly or indirectly, hold any mortgages where the mortgagor is the Annuitant, or the parent, brother, sister or child of the Annuitant, or the Spouse of any of those persons.
Clause type: definitions
As used in this Section 9.20, the following terms shall have the following meanings: