bhaskrr/legal-clauses huggingface dataset:
Clause type: indemnification
(a) The Company and the Guarantors agree, jointly and severally, to indemnify and hold harmless each Holder, its directors, officers and each Person, if any, who controls such Holder (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act), from and against any and all losses, claims, damages, liabilities, judgments, (including without limitation, any legal or other expenses incurred in connection with investigating or defending any matter, including any action that could give rise to any such losses, claims, damages, liabilities or judgments) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, preliminary prospectus or Prospectus (or any amendment or supplement thereto) provided by the Company to any Holder or any prospective purchaser of Series B Notes or registered Series A Notes, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or judgments are caused by an untrue statement or omission or alleged untrue statement or omission that is based upon information relating to any of the Holders furnished in writing to the Company by any of the Holders.
Clause type: termination
This Agreement may be terminated at any time, without payment of any penalty, by the Board upon 60 days' written notice to Distributor, and by Distributor upon 60 days' written notice to the Issuer. This Agreement shall terminate automatically in the event of its assignment. The term “assignment” shall have the meaning set forth for such term in Section 2(a)(4) of the 1940 Act.
Clause type: dividends
 There is not, in the articles of the Corporation nor in any agreement, mortgage, note, debenture, indenture or other instrument or document to which the Corporation is a party, any restriction upon or impediment to the declaration of dividends by the directors of the Corporation or the payment of dividends by the Corporation to the holders of Common Shares. During the previous 12 months, the Corporation has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its securities of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any of its common shares or other securities or agreed to do any of the foregoing.
Clause type: esop
 The ESOP Trustee is (a) the duly appointed independent trustee of Seller, with the power and authority to act on behalf of Seller, (b) a fiduciary of Seller as described in Section 3(21)(A) of ERISA, (c) independent of all parties to this Agreement, and (d) vested with the authority to act on behalf of Seller to the extent specified in Seller’s plan and trust documents.
Clause type: insurance
The Obligor on each Receivable is required to maintain physical damage insurance covering the Financed Equipment in accordance with CNHICA’s normal requirements.
Clause type: governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
Clause type: ownership_of_shares
 None of Parent, Merger Sub or any of their respective Subsidiaries, or to the knowledge of Parent, Affiliates beneficially owns (as defined in Rule 13d-3 under the Exchange Act) any Shares or any securities that are convertible into or exchangeable or exercisable for Shares, or holds any rights to acquire or vote any Shares, or any option, warrant, convertible security, stock appreciation right, swap agreement or other security, contract right or derivative position, whether or not presently exercisable, that provides Parent, Merger Sub, or any of their respective Affiliates or Subsidiaries with an exercise or conversion privilege or a settlement payment or mechanism at a price related to the value of the Shares or a value determined in whole or in part with reference to, or derived in whole or part from, the value of the Shares. None of Parent, Merger Sub or, to the knowledge of Parent, any of their “affiliates” or “associates” is, or at any time during the last three (3) years has been, an “interested stockholder” of the Company, in each case as defined in Section 203 of the DGCL. As of the date hereof, there are no contracts, undertakings, commitments, agreements, obligations or understandings, whether written or oral, between Parent or Merger Sub, the Guarantor or any of their Affiliates, on the one hand, and any beneficial owner of more than five percent (5%) of the outstanding Shares or any member of the Company’s management or the Board of Directors, on the other hand, relating in any way to the transactions contemplated by this Agreement or to the management of the Surviving Corporation after the Effective Time, other than the Voting Agreement.
Clause type: payment_terms
 The entire unpaid principal balance of the Loan, together with accrued interest thereon, shall be due and payable on the Maturity Date.
Clause type: payment
 An invoice will be presented to the Fund on a monthly basis assessing the Fund the appropriate fee and out-of-pocket expenses. PRUDENTIAL-BACHE MUNICIPAL PRUDENTIAL MUTUAL FUND SERIES FUND SERVICES, INC. NAME: /s/ Susan Cote NAME: /s/ Fred A. Fiandaca -------------------------- -------------------------- TITLE: Treasurer TITLE: President DATE: January 1, 1989 DATE: January 1, 1989 Schedule A Prudential Mutual Fund Services, Inc. Fee Schedule Fee Information for Services as Transfer Agent, Dividend Disbursing Agent and Shareholder Servicing Agent PRUDENTIAL-BACHE MUNICIPAL SERIES FUND (NEW YORK MONEY MARKET SERIES) General - Fees are based on an annual per shareholder account charge for account maintenance plus out-of-pocket expenses. The effective period of this fee schedule is January 1, 1990 through December 31, 1990 and shall continue thereafter from year to year, unless otherwise amended. Annual Maintenance Charges - The annual maintenance charge includes the processing of all transactions and correspondence. The fee is billable on a monthly basis at the rate of 1/12 of the annual fee. A charge is made for an account in the month that an account opens or closes. Basic Annual Per Account Fee $ 12.00 New Account Set-up Fee for Manually $ 2.00 Established Accounts Inactive Account Fee - $.20 per month. A monthly fee is charged for inactive accounts with a zero balance. Out-of-Pocket Expenses - Out-of-pocket expenses include but are not limited to: postage, stationery and printing, allocable communication costs, microfilm, microfiche, and expenses incurred at the specific direction of the Fund.
Clause type: compensation
 Salaries or other compensation of the officers may be fixed from time to time by the Board. No officer shall be prevented from receiving a salary or other compensation by reason of the fact that he is also a director.
Clause type: investment-company-act
 The Company is not and, after giving effect to the offer and sale of the Securities and the application of the proceeds thereof as described in the Sale Preliminary Prospectus and the Prospectus, will not be required to register as an “investment company” under the Investment Company Act of 1940, as amended.
Clause type: compensation
 This is a specific rates of compensation usage CONTRACT between COUNTY and A-E for On-Call Watershed Management Plan/Water Quality Improvement Plan Development and Implementation Services as set forth in Attachment A, “Scope of Work”. A-E agrees to accept the specified compensation as set forth in this CONTRACT as full remuneration for performing all services and furnishing all staffing, labor, vehicles, equipment, tools, materials, overhead, travel, etc. required, for any reasonably unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by A-E of all its duties and obligations hereunder. A-E shall only be compensated as set forth herein below for work performed in accordance with the Scope of Work. COUNTY shall have no obligation to pay any sum in excess of the Total CONTRACT Amount specified herein below unless authorized by amendment in accordance with Paragraphs 6.3 and 6.19 of the COUNTY CONTRACT Terms and Conditions.
Clause type: taxes
 (a) Any and all payments by the Borrower to each Lender and the Administrative Agent under this Agreement and under any other Loan Document shall be made free and clear of, and without deduction or withholding for, any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of the Borrower) requires deduction or withholding of any Tax from any such payment, then the Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. If the Borrower shall be so required by applicable law to deduct or withhold any Indemnified Tax, then the sum payable shall be increased as necessary so that, after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section), such Lender or the Administrative Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. In addition, the Borrower shall timely pay all Other Taxes to the relevant Governmental Authority in accordance with applicable law.
Clause type: base-salary
 The Employers shall compensate and pay the Executive for her services during the term of this Agreement at a minimum base salary of $300,000 per year (“Base Salary”), which may be increased from time to time in such amounts as may be determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s express written consent. In addition to her Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers.
Clause type: capitalization
 The entire authorized capital stock of Buyer consists of 200,000,000 Buyer Shares, of which 40,333,725 Buyer Shares are issued and outstanding, and 50,000,000 shares of Preferred Stock, of which none are issued or outstanding. All of the Buyer Shares to be issued in the Merger have been duly authorized and, upon consummation of the Merger, will be validly issued, fully paid, and non-assessable.
Clause type: base-salary
 “Base Salary” shall have the meaning set forth in Section 3 (a) hereof.
Clause type: investment-company-act
 None of the Borrower or any other Restricted Subsidiary is required to be registered as an “investment company” under the Investment Company Act of 1940, as amended.
Clause type: taxes
 If any tax or other governmental charge shall become payable by or on behalf of the Custodian or the Depositary with respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any distribution thereon, such tax or other governmental charge shall be paid by the Holder hereof to the Depositary. The Depositary may refuse to effect any registration, registration of transfer, split-up or combination hereof or, subject to the last sentence of paragraph (2), any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from any distributions on or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof any part or all of such Deposited Securities (after attempting by reasonable means to notify the Holder hereof prior to such sale), and may apply such deduction or the proceeds of any such sale in payment of such tax or other governmental charge, the Holder hereof remaining liable for any deficiency, and shall reduce the number of ADSs evidenced hereby to reflect any such sales of Shares. In connection with any distribution to Holders, the Company will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Company; and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian. If the Depositary determines that any distribution in property other than cash (including Shares or rights) on Deposited Securities is subject to any tax that the Depositary or the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled thereto. Each Holder of an ADR or an interest therein agrees to indemnify the Depositary, the Company, the Custodian and any of their respective directors, employees, agents and affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund ...
Clause type: investment-company-act
 The Company is a closed-end, non-diversified management investment company and has elected to be regulated as a BDC under the 1940 Act, has duly filed the 1940 Act Notification with the Commission and is eligible to make such an election.
Clause type: termination
This Agreement may be terminated at any time prior to the effective date of the transaction set forth in the Merger Agreement, by action taken or authorized by the Board of Directors of the terminating party or parties, whether before or after approval by the stockholders of the matters presented in connection with the Merger Agreement:
Clause type: ownership_of_shares
 Stockholder (i) is the beneficial owner of the Shares, (ii) does not beneficially own any shares of capital stock of the Company other than the Shares (excluding shares as to which Stockholder currently disclaims beneficial ownership in accordance with applicable law); and (iii) has full power and authority to make, enter into and carry out the terms of this Agreement.
Clause type: whereas
the Advisor renders advice and services to the Fund pursuant to the terms and provisions of an Investment Advisory Agreement between the Trust and the Advisor dated as of the 23rd day of March, 2011 (the “Advisory Agreement”); and
Clause type: payment
 Provider shall submit to Company within thirty (30) days of the end of each calendar quarter a written statement of the amount estimated to be owed by Company for services and the use of facilities pursuant to this Agreement in that calendar quarter, and Company shall pay to Provider within fifteen (15) days following receipt of such written statement the amount set forth in the statement. Within thirty (30) days after the end of each calendar year, Provider will submit to Company a detailed written statement of the charges due from Company to Provider in that calendar year, including charges not included in any previous statements, and any balance payable or to be refunded as shown in such statement shall be paid or refunded within fifteen (15) days following receipt of such written statement by Company.
Clause type: whereas
as a condition to the willingness of Parent and Merger Sub to enter into the Merger Agreement and as an inducement and in consideration therefor, Stockholder has agreed to enter into this Agreement.
Clause type: capitalization
 (a) The Company’s authorized capital stock consists solely of (i) 200,000,000 shares of Common Stock, (ii) 30,000,000 shares of non-voting Common Stock par value $0.01 per share (the “Non-Voting Common Stock”) and (iii) 3,000,000 shares of Preferred Stock, par value $1.00 per share (the “Preferred Stock”), consisting of 300,000 shares of Series A Preferred Stock and 300,000 shares of Series B Preferred Stock, par value $1.00 per share (the “Series B Preferred Stock”). As of December 30, 2010, (A) 74,019,140 shares of Common Stock were issued and outstanding, (B) no shares of Non-Voting Common Stock were issued and outstanding, (C) 897,203 shares of restricted Common Stock (each, a “Restricted Share”) were reserved for issuance and (D) 42,105 shares of Preferred Stock were issued and outstanding, consisting of 42,105 shares of Series A Preferred Stock and no shares of Series B Preferred Stock. As of December 30, 2010, (1) options to purchase 5,594,943 shares of Common Stock (each, a “Company Option”) at a weighted average per share exercise price of $13.00 were outstanding and (2) performance shares that convey the right to acquire 761,000 shares of Common Stock (each, a “Performance Share”) were awarded but not issued, as may be increased or decreased pursuant to the authorization of the Compensation Committee of the Company Board.
Clause type: now
THEREFORE in consideration of the promises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
Clause type: dividends
 Dividends on Shares of Restricted Stock shall be paid currently to the Grantee.
Clause type: indemnification
6.1. CONTRACTOR agrees to indemnify and hold harmless the City from liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of the Contractor and persons employer or utilized by the Contractor in the performance of the Contract.
Clause type: miscellaneous
1. The Fund agrees to furnish to Custodian a new Certificate of Authorized Persons in the event of any change in the then present Authorized Persons. Until such new Certificate is received, Custodian shall be fully protected in acting upon Certificates or Oral Instructions of such present Authorized Persons.
Clause type: payment
 8.1 Party A shall pay technical service fees to Party B for the use of the System and subsequent technical support and upgrading services.
Clause type: base-salary
 During the Employment Period, the Executive shall receive the Base Salary as set forth in Schedule A hereto ("Base Salary"). The Executive's Base Salary shall be reviewed no more than twelve months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually. Any increase in Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Base Salary shall not be reduced after any such increase and the term Base Salary as utilized in this Agreement shall refer to Base Salary as so increased.
Clause type: taxes
 The Company and its subsidiaries have filed all federal, state, local and foreign tax returns required to be filed through the date hereof. The Company and its subsidiaries have paid all taxes shown as due on such returns, except for taxes being contested in good faith and for which adequate reserves have been taken, and except as would not, individually or in the aggregate, have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no tax deficiency that has been, or would reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of their respective properties or assets, in each case, except as would not have a Material Adverse Effect.
Clause type: severability
Any provision of this Guarantee which is prohibited or ------------ unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Clause type: taxes
 (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each of the Partnership Entities has prepared and filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate, (ii) each of the Partnership Entities has paid all Taxes that are required to be paid by any of them, (iii) there are no audits, examinations, investigations, actions, suits, claims or other proceedings in respect of Taxes pending or threatened in writing nor has any deficiency for any Tax been assessed by any Governmental Authority in writing against any Partnership Entity, and (iv) all Taxes required to be withheld by any Partnership Entity have been withheld and paid over to the appropriate Tax authority (except, in the case of this clause (iv) or clause (i) or (ii) above, with respect to matters contested in good faith and for which adequate reserves have been established on the Partnership’s financial statements in accordance with GAAP). None of the Partnership Entities has entered into any transaction that, as of the date of this Agreement, has been identified by the Internal Revenue Service in published guidance as a “listed transaction” as defined under Section 1.6011-4(b)(2) of the Treasury Regulations promulgated under the Code.
Clause type: payment
 We are continually striving to reduce our environmental impact and support You in doing the same. Therefore, We will send all invoices electronically and You will make payments via an automated method such as Direct Debit or Credit Card, wherever local banking systems permit.
Clause type: payment
 Retailer agrees to pay the amount due to Lottery for the sale of Lottery Tickets and Shares by a weekly EFT initiated by Lottery that withdraws the amount owed to Lottery from the Retailer’s designated EFT account. On the EFT draw date, Retailer shall ensure that sufficient funds are in its EFT account to cover the draw. Lottery shall calculate and total Retailer’s activity for the Business Week and will post an invoice on Retailer’s terminal setting forth the amount owed to Lottery on the draw date. The invoice will include a summary of Retailer’s sales, payouts such as prizes or refunds, commissions, and other adjustments including fees, as detailed in Exhibit A, or any payments due from Retailer to Lottery for activated Scratch-it Tickets. If Retailer is a Traditional Retailer, Lottery shall post its invoice for Traditional Lottery Games each Sunday afternoon after the close of the immediately preceding Business Week. If Retailer is a Video Lottery Game Retailer, then Lottery shall post its invoice for Video Lottery Games by 1:00 p.m. each Monday following the close of the immediately preceding Business Week. Lottery shall withdraw the amount owed to Lottery from Retailer’s EFT account on or before the close of the banking day on each Wednesday following the posting of an invoice to Retailer. If Retailer does not receive an invoice as described in this Subsection, Retailer shall contact Lottery prior to the scheduled Wednesday transfer to determine the amount owed by Retailer to Lottery on the transfer date.
Clause type: ownership_of_shares
 Except for the rights accruing to a brokerage house with regard to 51,000 shares of Corporation Common Stock held by Ms. Hobbs in a margin account (the "Hobbs Margin Shares"),
Clause type: definitions
For purposes of this Agreement, the following terms shall have the meanings so indicated:
Clause type: payment
 All amounts invoiced under this Agreement that are due and payable shall be paid in accordance with this Section 10.2.