bhaskrr/legal-clauses huggingface dataset:
Clause type: ownership_of_shares
 On the date hereof, the shares of Common Stock owned by such Stockholder are owned of record or beneficially by such Stockholder and, on the date hereof, except as set forth on Schedule I hereto, such shares of Common Stock owned by such Stockholder constitute all of the shares of Common Stock owned of record or beneficially by such Stockholder and Stockholder does not hold any securities convertible into or exchangeable for shares of Common Stock. Except as set forth on Schedule I hereto, such Stockholder has sole voting power and sole power of disposition with respect to all of the shares of Common Stock owned by such Stockholder, with no restrictions, subject to applicable federal and state securities laws, on such Stockholder's rights of disposition pertaining thereto.
Clause type: interest
 All Loans and other monetary Obligations shall bear interest at the Interest Rate(s) set forth in Section 3 of Schedule A, except where expressly set forth to the contrary in this Agreement or another Loan Document; PROVIDED, that after the occurrence of an Event of Default, all Loans and other monetary Obligations shall, at Lender's option, bear interest at a rate per annum equal to two percent (2%) in excess of the rate otherwise applicable thereto (the "DEFAULT RATE") until paid in full (notwithstanding the entry of any judgment against Borrower or the exercise of any other right or remedy by Lender), and all such interest shall be payable on demand. Changes in the Interest Rate shall be effective as of the date of any change in the Prime Rate. Notwithstanding anything to the contrary contained in this Agreement, the aggregate of all amounts deemed to be interest hereunder and charged or collected by Lender is not intended to exceed the highest rate permissible under any applicable law, but if it should, such interest shall automatically be reduced to the extent necessary to comply with applicable law and Lender will refund to Borrower any such excess interest received by Lender.
Clause type: notices
For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if to the Executive, to the address of the Executive as maintained from time to time on the payroll system of the Company and, if to the Company, to the address set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt: To the Company: Temple-Inland Inc. 303 South Temple Drive Diboll, Texas 75941 Attention: M. Richard Warner
Clause type: definitions
Except as otherwise provided herein, the capitalized terms used in this Amendment shall have the definitions set forth in the Lease.
Clause type: definitions
As used in this Warrant, the following terms have the meanings set forth below:
Clause type: miscellaneous
(a) All notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by registered or certified mail, return receipt requested, postage prepaid, to the undersigned at the address set forth below or to the Company at the address set forth above.
Clause type: interest
 Interest shall accrue for the purpose of Clause 7.9(b) (as well after as before judgment) on the basis of a year of 365 days and the actual number of days elapsed and at a rate per annum specified by the Principal Paying Agent as reflecting its cost of funds for the time being in relation to the unpaid amount.
Clause type: interest
 The Company shall pay ten percent (10%) annual coupon on the unpaid Face Amount of this Debenture (this "Debenture") at such times and in such amounts as determined by the Holder. The Holder shall have the right to request interest payments on the Face Amount anytime after closing and each month thereafter. The Holder shall submit to the Company a notice requesting a payment in the amount equal to the interest accruing for that month on the balance of the Debenture. The Interest shall be compounded daily. Any monies paid to the Holder in excess of the interest due when paid shall be credited toward the Redemption of the Face Amount of the Debenture.
Clause type: representations
and Warranties. 3.1 The Company represents and warrants (i) that it is an insurance company duly organized and in good standing under the laws of the State of Texas and has full corporate power, authority and legal right to execute, deliver and perform its duties and comply with its obligations under this Agreement, (ii) that it has legally and validly established and maintained each Account as a segregated asset account under such law and the regulations thereunder, and (iii) that the Contracts comply in all material respects with all other applicable federal and state laws and regulations.
Clause type: ownership_of_shares
 Each Seller is the lawful record and beneficial owner of that number of Shares set forth by such Seller's name on Schedule 5.21. Each Seller owns the Shares set forth by its name on Schedule 5.21 free and clear of all Encumbrances except for restrictions on transfer under federal and state securities laws. Upon the delivery of the Shares in the manner contemplated under Section 2.01, ELAMEX will acquire the beneficial, legal, valid and indefeasible title to such Shares, free and clear of all Encumbrances except for restrictions on transfer under federal and state securities laws.
Clause type: compensation
 In consideration of services to be performed pursuant to this Agreement, the City agrees to pay the Professional on a time and reimbursable direct cost basis designated in Exhibit D, consisting of nine (9) pages, attached hereto and incorporated herein by this reference. At the election of the City, each Work Order may contain a maximum fee, which shall be negotiated by the parties hereto for each such Work Order. Monthly partial payments based upon the Professional's billings and itemized statements are permissible. The amounts of all such partial payments shall be based upon the Professional's City-verified progress in completing the services to be performed pursuant to the Work Order and upon approval of the Professional's direct reimbursable expenses. Final payment shall be made following acceptance of the Work by the City. Upon final payment, all designs, plans, reports, specifications, drawings, and other services rendered by the Professional shall become the sole property of the City.
Clause type: interest
 None of the Documents provides for any payments that would violate any applicable law regarding permissible maximum rates of interest.
Clause type: board
 The Company will be administered by a board of directors composed of at least 6 (six) members. Members of the board of directors need not be shareholders of the Company. The directors will be elected by the shareholders' meeting, which will determine their number, for a period not exceeding 6 (six) years, and they will hold office until their successors are elected. They are re-eligible, but they may be removed at any time, with or without cause, by a resolution of the shareholders' meeting. In the event of a vacancy on the board of directors, the remaining directors may meet and may elect by majority vote a director to fill such vacancy until the next meeting of shareholders.
Clause type: investments
 Outside investment and loans/advances to members, owners, officers, or affiliates shall require the prior written consent of the Bank. Loans from members, owners, officers or affiliates shall be subordinated to the Loan or converted to stock. No payments are to be made on these debts unless the Loan is current and in good standing.
Clause type: payment_terms
 Net 30 from the date the State receives an error-free invoice with full and complete supporting documentation.
Clause type: board
 (i) As of the date hereof, the GGO Board shall have nine (9) members and three (3) of such members shall be persons designated by PSCM (the “Purchaser GGO Board Designees”).
Clause type: ownership_of_shares
 On the Closing Date the Shares, when delivered to ISOSCELES in accordance with the terms of this Agreement (i) will be free and clear of any security interests, liens, claims or other encumbrances, (ii) will have been duly and validly authorized and delivered, full paid and nonassessable and will be valid and binding obligations of the Company, (iii) will not have been, individually and collectively, issued or sold in violation of any preemptive or other similar rights of the holders of any securities or obligations of the Company, (iv) will not subject the ISOSCELES to personal liability by reason of being a shareholder, and (v) will be eligible for sale under Rule 144 of the Securities Act.
Clause type: base-salary
 During the Employment Term, the Company shall pay the Executive a base salary, payable in equal installments in accordance with Company payroll procedures, at an annual rate of Three Hundred Seventy Five Thousand Dollars ($375,000.00), pro-rated to reflect any partial year of employment. The Board or a committee thereof shall review Executive’s base salary on an annual basis and may increase Executive’s base salary from time to time, in which case such increased salary then shall become the Executive’s base salary for purposes of this Agreement.
Clause type: capitalization
 Schedule 4.13 lists as of the Effective Date, (a) for the Borrower and each Restricted Subsidiary, its full legal name and its jurisdiction of organization and (b) for each Restricted Subsidiary, the number of shares of capital stock or other Equity Interests outstanding and the owner(s) of such shares or Equity Interests.
Clause type: vesting
 Subject to the further provisions of this Agreement, the Restricted Stock shall vest on the earlier of (i) the date of the annual shareholders meeting of the Company next following the date hereof (the “Annual Meeting Date”) and (ii) the occurrence of a Change in Control, as defined in Section 3.8(a) of the Plan, as in effect on the date of such occurrence (each such date, the “Vesting Date”).
Clause type: counterparts
This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission or other electronic imaging shall be as effective as delivery of a manually executed counterpart of this Agreement.
Clause type: now
THEREFORE in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
Clause type: definitions
For the purposes of this Agreement, in addition to the definitions set forth above, the following terms shall have the respective meanings set forth below:
Clause type: governing
Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
Clause type: now
THEREFORE in consideration of the foregoing and the respective covenants, agreements and representations and warranties set forth herein, the parties to this Agreement, intending to be legally bound, agree as follows:
Clause type: compensation
 The Employee shall receive a base salary of $500,000 per year, payable in regular and equal monthly installments (the "Base Salary"). The Employee's Base Salary shall be reviewed annually by the Board of Directors of the Company to determine appropriate increases, if any, in such Base Salary.
Clause type: representations
and Warranties. 20.1 Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (b) the execution, delivery and performance under each Transaction is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contract to which it is a party or any law, rule, regulation, order or the like applicable to it; (c) these General Terms and Conditions and each Transactions constitute its legally valid and binding obligation enforceable against it in accordance with its terms, subject, as to enforceability only, to applicable bankruptcy, moratorium, insolvency or similar laws affecting the rights of creditors generally and to general principles of equity; and (d) it is not bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming bankrupt.
Clause type: severability
If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby.
Clause type: severability
Any provision hereof which is invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without affecting in any way the remaining provisions hereof.
Clause type: whereas
the Amended and Restated Certificate of Incorporation (the “Charter”) and the Bylaws (the “Bylaws”) of the Company require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable provisions of the Delaware General Corporation Law (“DGCL”). The Charter, Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights;
Clause type: payment_terms
 Buyer will make undisputed payments for goods and services that meet all applicable requirements within ninety (90) days after the later of: (a) receipt of the goods or completion of performance of the services identified in this Order; and (b) receipt of a complete invoice. Buyer may withhold payment of any amounts that it disputes in good faith. Payment of an invoice shall not constitute acceptance of any products, and the invoice will be adjusted for any errors, shortages and defects. Any billing dispute will not be cause for Seller’s non-delivery of goods or non-performance of services. Buyer shall have the right to update its payment terms upon notice to Seller in the event Buyer makes such change at a corporate level.
Clause type: base-salary
 The Company shall pay the Executive a base salary at the annual rate of not less than Three Hundred Thirty Five Thousand Dollars (USD $335,000), provided, however, such base salary shall be earned monthly and payable “on a salary basis” under applicable federal law (“Base Salary”). During the Employment Term, the Base Salary will be reviewed annually and is subject to adjustment at the discretion of the Board, but in no event may the Company pay the Executive a Base Salary less than that set forth above during the Employment Term. Payment of all compensation to the Executive hereunder shall be made in accordance with the terms of this Agreement and applicable Company policies in effect from time to time, including normal payroll practices, and shall be subject to all applicable withholdings and taxes.
Clause type: investment-company-act
 None of Newark, either Newark Subsidiary, VCP Exportadora nor VCP is required to be registered as an "investment company" under the United States Investment Company Act of 1940.
Clause type: interest
 Any amounts payable to any Indemnified Parties under this Agreement shall become immediately due and payable on demand and, if not paid within five (5) days of such demand therefor, shall bear interest at the Default Rate.
Clause type: ownership_of_shares
 Such Stockholder is the sole record owner and the direct beneficial owner of the number of outstanding shares of Company Common Stock listed on Schedule I opposite such Stockholder’s name, as Schedule I shall be updated from time to time to reflect any acquisitions of Company Common Stock by such Stockholder after the date of this Agreement.
Clause type: interest
 Upon a Default by Tenant hereunder, Landlord may, without waiving or releasing any obligation of Tenant hereunder, make such payment or perform such act. All sums so paid or incurred by Landlord, together with interest thereon, from the date such sums were paid or incurred, at the annual rate equal to [***]% per annum or the highest rate permitted by law (“Default Rate”), whichever is less, shall be payable to Landlord on demand as Additional Rent. Nothing herein shall be construed to create or impose a duty on Landlord to mitigate any damages resulting from Tenant’s Default hereunder.
Clause type: base-salary
 During the Employment Period, the Company shall pay to the Executive a base salary at the rate of $300,000 per annum ("Base Salary"), payable in accordance with the Company's executive payroll policy. Such Base Salary shall be reviewed annually, and shall be subject to such annual increases, if any, as determined by the Compensation and Directors Committee of the Board of Directors of Tupperware (the "Committee").
Clause type: ownership_of_shares
 Except as set forth in Section 3.3 of the Seller Disclosure Schedule, each Seller is the record and beneficial owner of its respective Shares and owns the Shares free and clear of all Encumbrances, except for any restrictions on transfer under federal and state securities laws. Upon the delivery of the Shares by each Seller to each applicable Purchaser in the manner contemplated under Article II, and the payment by Purchasers of the Purchase Price to Sellers, each applicable Purchaser will acquire the sole and exclusive beneficial and legal title to the applicable Shares, free and clear of all Encumbrances, except for restrictions on transfer under federal and state securities laws. All of the issued and outstanding equity or membership interests of each of the Companies have been duly authorized, validly issued, fully paid and non-assessable, were offered, issued and sold in compliance with all applicable Laws, were not issued in violation of and are free of any preemptive rights, rights of first refusal or similar restrictions. Except as set forth on Section 3.3 of the Seller Disclosure Schedule, there are no: (a) outstanding securities convertible or exchangeable into equity interests of the Companies; (b) options, warrants, calls, subscriptions or other rights, agreements or commitments obligating any of the Companies to issue, transfer, purchase or sell any equity interests; or
Clause type: miscellaneous
This Agreement may be executed in counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.
Clause type: taxes
 17 5.23 No Violations; No Consent Required, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 5.24 Government Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 5.25 Absence of Changes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 5.26 Deposit Accounts; Powers of Attorney. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 5.27 Validity of Obligations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 5.28 Relations with Governments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 5.29 Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 5.30 Prohibited Activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 5.31 No Warranties or Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 5.32 Interest in Customers and Suppliers and Related Party Transactions. . . . . . . . . . . . . . . . . 22 5.33 Registration Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 5.34 Authority; Ownership. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 5.35 Preemptive Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 5.36 No Commitment to Dispose of IES Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Clause type: taxes
 To Seller's knowledge, other than the amounts ----- disclosed by tax bills, no taxes or special assessments of any kind (special, bond or otherwise) are or have been levied with respect to the Property, or any portion thereof, which are outstanding or unpaid, other than amounts not yet due and payable or, if due and payable, not yet delinquent.
Clause type: assignment
Neither Party may, without the consent of the other Party, assign or transfer any of its rights and obligations hereunder; provided that no such consent is required for an assignment or transfer to an Affiliate of or to a successor in interest by reason of merger or consolidation or sale of all or substantially all of the assets of such Party relating to the subject matter of this Agreement; provided further that (a) with respect to an assignment to a successor in interest, such assignment includes all rights and obligations under this Agreement, (b) such successor in interest or Affiliate shall have agreed as of such assignment or transfer to be bound by the terms of this Agreement in a writing provided to the non-assigning Party, and (c) where this Agreement is assigned or transferred to an Affiliate, the assigning Party remains responsible for the performance of this Agreement. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding on the Parties’ successors and assigns. Any assignment or transfer in violation of the foregoing shall be null and void and wholly invalid, the assignee or transferee in any such assignment or transfer shall acquire no rights whatsoever, and the non-assigning, non-transferring Party shall not recognize, nor shall it be required to recognize, such assignment or transfer.
Clause type: investment_company
 The Company is not, and is not an Affiliate (as defined in Rule 405 under the Securities Act) of, an "investment company" within the meaning of the Investment Company Act of 1940, as amended.
Clause type: ownership_of_shares
 Seller has good and valid title to the Shares set forth opposite Seller’s name in Section 3.3 of the Seller Disclosure Letter free and clear of all Liens, and is the record and beneficial owner thereof. Such Shares were subscribed or acquired and fully paid by Seller in compliance with applicable Law. Other than this Agreement, there is no outstanding Contract with any Person for such Person to purchase, redeem or otherwise acquire any outstanding Shares of the capital stock of any of the Target Companies. At the Closing, Seller will convey good and valid title to such Shares, free and clear of all Liens, Orders, Contracts or other limitations whatsoever, except for those set forth in item (viii) of the definition of Permitted Liens.
Clause type: esop
 As of the Closing Date, the Company shall have reserved a total of 177,778 Common Shares, representing 2.5997% of the Company’s issued share capital (on a fully diluted basis) as of immediately after the Closing, for issuance pursuant to share options granted under the Company’s employee share option plan (the “ESOP”). The further reservation of Common Shares for ESOP shall be subject to the restrictions of the Memorandum and Articles.