bhaskrr/legal-clauses huggingface dataset:
Clause type: capitalization
 The Company has an authorized capitalization as set forth under the heading “Description of Capital Stock” in the Pricing Prospectus, and all of the issued shares of capital stock of the Company, have been duly and validly authorized and issued, are fully paid and non-assessable, have been issued in compliance with federal and state securities laws, and conform to the description thereof contained in the General Disclosure Package and the Prospectus. All of the Company’s options, warrants and other rights to purchase or exchange any securities for shares of the Company’s capital stock have been duly authorized and validly issued and were issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. As of the date set forth in the General Disclosure Package, there were no authorized or outstanding shares of capital stock, options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or other than those described above or accurately described in the General Disclosure Package. Since such date, the Company has not issued any securities other than Common Stock issued pursuant to the exercise of warrants or upon the exercise of stock options or other awards outstanding under the Company’s stock option plans, options or other securities granted or issued pursuant to the Company’s existing equity compensation plans or other plans, and the issuance of Common Stock pursuant to employee stock purchase plans. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, as described in the General Disclosure Package and the Prospectus, accurately and fairly present in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same Agreement, binding on all the parties notwithstanding that all the parties are not signatories to the same counterpart. Each party may transmit its signature by facsimile, and any faxed counterpart of this Agreement shall have the same force and effect as a manually-executed original.
Clause type: interest
 Cole National Group, Inc., a Delaware corporation (the "Company"), promises to pay interest on the principal amount of this Note at 8 7/8% per annum from November 15, 2002 until maturity and shall pay the Liquidated Damages, if any, payable pursuant to Section 5 of the Registration Rights Agreement referred to below. The Company will pay interest and Liquidated Damages, if any, semi-annually in arrears on May 15 and November 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an "Interest Payment Date"). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be the first May 15 or November 15 to occur after the date of issuance, unless such May 15 or November 15 occurs within one calendar month of such date of issuance, in which case the first Interest Payment Date shall be the second of May 15 or November 15 to occur after the date of issuance. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages, if any, (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
Clause type: taxes
 (a) The Borrower shall pay or cause to be paid, and shall cause each of its Subsidiaries to pay or cause to be paid, when due, all taxes, charges and assessments and all other lawful claims required to be paid by the Borrower or such Subsidiaries, except as contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves have been established with respect thereto in accordance with GAAP.
Clause type: payment
 The payments specified in this paragraph shall be the only payments to be made to Consultant in connection with Consultant’s completion of the Scope of Work pursuant to this agreement. Reimbursable expenses shall be billed only at their actual cost. Consultant shall submit all billings to City and City shall pay such billings in the manner specified in this paragraph. Payment shall be made payable to Consultant and delivered to the address specified in section 4 on page 1 of this agreement. The making of any payment by City, or the receipt thereof by the Consultant, shall in no way lessen the liability of the Consultant to correct or revise unsatisfactory work, even though the unsatisfactory character of such work may not have been apparent or detected at the time such payment was made. City may withhold payment to Consultant in any instance in which the Consultant has failed or refused to satisfy any material obligation provided for in this agreement. In no event shall City be liable for interest or late charges for any late payments.
Clause type: capitalization
 (a) Schedule 3.6(a) of the Contributor Disclosure Schedule sets forth, as of the time immediately following the completion of the Pre-Contribution Closing Transactions through the time immediately prior to the Contribution Closing, a correct and complete description of the following: (i) all of the issued and outstanding equity interests in each of the Propane Group Entities; and (ii) the record owners of each of the outstanding equity interests in each of the Propane Group Entities. All of the issued and outstanding equity interests in each of the Propane Group Entities have been duly authorized, validly issued and fully paid and are nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act or Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act) and have not been issued in violation of any preemptive rights, rights of first refusal or other similar rights of any Person. Following the completion of the Pre-Contribution Closing Transactions and through the time immediately prior to the Contribution Closing, all of the issued and outstanding equity interests in each of the Propane Group Entities are owned by the Persons set forth on Schedule 3.6(a) of the Contributor Disclosure Schedule named as owning such interests, free and clear of all Liens other than (A) transfer restrictions imposed by federal and state securities Laws, (B) any transfer restrictions contained in the Organizational Documents of the Propane Group Entities or (C) any Liens on the equity interests of a Propane Group Entity created, arising under or securing the NRGY Credit Agreement.
Clause type: definitions
In this Agreement, the following terms shall have the meanings set out below unless the context requires otherwise:
Clause type: entire
Agreement. This Agreement represents the entire agreement and understanding between the Company and Executive concerning the subject matter of this Agreement and Executive’s employment with and separation from the Company and the events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements and understandings concerning the subject matter of this Agreement and Executive’s relationship with the Company, with the exception of the Severance Agreement, the Confidentiality Agreement, and Executive’s written equity compensation agreements with the Company.
Clause type: entire
Agreement. This Agreement represents the entire agreement between the parties relating to the subject matter thereof and supersedes all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter.
Clause type: taxes
 Unless otherwise provided herein or by law, price quoted does not include California state sales or use tax.
Clause type: ownership_of_shares
 The Seller is the sole and beneficial owner of the Shares. The Seller owns the Shares free and clear of all liens and will deliver all of the Shares to be sold to the Purchaser under this Agreement free and clear of all liens. Agreed by: Agreed by: /s/ Oh Kim Sun /s/ Emily Chen -------------------------------------------- -------------------------------------------- Oh Kim Sun, Group Executive Director Emily Chen, Managing Member Chemical Company of Malaysia Berhad North America Venture Fund, L.P. /s/ Chia-Hung Lee ----------------------------------- Chia-Hung Lee, Director American Major Industry Fund, L.L.C. Date: 31 May 2002
Clause type: insurance
Unless and until the Discharge of First Lien Obligations has occurred, the First Lien Agent and the First Lien Claimholders shall have the sole and exclusive right, subject to the rights of Grantor under the First Lien Documents, to adjust settlement for any insurance policy covering the Common Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting the Common Collateral. Unless and until the Discharge of First Lien Obligations has occurred, and subject to the rights of the Grantor under the First Lien Documents, all proceeds of any such policy and any such award (or any payments with respect to a deed in lieu of condemnation), if in respect of the Common Collateral, shall be paid to the First Lien Agent for the benefit of the First Lien Claimholders pursuant to the terms of the First Lien Documents, if, but only if, so required and thereafter, if the Discharge of First Lien Obligations has occurred, or initially, if such proceeds are not so required to be paid to the First Lien Agent for the benefit of the First Lien Claimholders, and subject to the rights of the applicable Grantor under the Second Lien Collateral Documents, to the Second Lien Agent for the benefit of the Second Lien Claimholders to the extent required under the Second Lien Collateral Documents and then, to the extent no mandatory prepayment or repayment of the Second Lien Obligations is then required, to the owner of the subject property, or such other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct, PROVIDED that if such owner or other Person is a Grantor, such proceeds or award (or any payments with respect thereto) shall constitute Common Collateral to the extent constituting First Lien Collateral in which the security interest of the First Lien Agent for the benefit of the First Lien Claimholders pursuant to the terms of the First Lien Documents is perfected and be pledged to the Second Lien Agent (which pledge shall be fully perfected) pursuant to the terms of the Second Lien Collateral Documents for the benefit of the Second Lien Noteholders. Until the Discharge of First Lien Obligations has occurred, and if such proceeds or award or payment are required to have been paid to the First Lien Agent pursuant to the provisions of the First Lien Documents, if the Second Lien Agent or any Second Lien Claimholders shall, at any tim...
Clause type: capitalization
 The Shares B consist of the 500 shares of common stock without par value and have been duly authorized and validly issued and are fully paid and non-assessable, and constitute the total issued and outstanding capital stock of the Vessel B Owning Subsidiary. There are not outstanding (i) any options, warrants or other rights to purchase from the Vessel B Owning Subsidiary any capital stock of such Vessel B Owning Subsidiary, (ii) any securities convertible into or exchangeable for shares of the capital stock of the Vessel B Owning Subsidiary or (iii) any other commitments of any kind for the issuance of additional shares of capital stock or options, warrants or other securities of the Vessel B Owning Subsidiary.
Clause type: esop
 Prior to the Closing, subject to the terms and conditions hereof, the number of Class A Ordinary Shares reserved for issuance pursuant to share options granted under the Company’s employee share option plan (the “ESOP”) shall be increased from 7,336,690 Class A Ordinary Shares to 19,445,106 Class A Ordinary Shares, representing approximately 7.6% of the Company’s issued share capital immediately after the Closing (on a fully diluted and as-converted basis).
Clause type: representations
and Warranties. Each representation and warranty made by the undersigned in this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representation or warranty was made on the Closing Date, and any representation or warranty made as of a specified date earlier than the Closing Date shall have been true and correct in all material respects on and as of such earlier date.
Clause type: investment_company
 The Company is not and, at all times up to and including consummation of the transactions contemplated by this Agreement, and after giving effect to application of the net proceeds of the offering and sale of the Shares as described in the Registration Statement, the Disclosure Package and the Prospectus, will not be, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”), and is not and will not be an entity “controlled” by an “investment company” within the meaning of such act.
Clause type: base-salary
 (a) In consideration of the services rendered by Executive under this Agreement, the Company shall pay Executive a base salary (the “Base Salary”) at the rate of $310,000 per calendar year during his employment.
Clause type: entire
Agreement. This Agreement contains all of the terms agreed upon by the parties with respect to the subject matter hereof. This Agreement has been entered into after full investigation.
Clause type: investment-company-act
 The Company is not and, upon the issuance and sale of the Securities as herein contemplated, the issuance and sale of the Mandatory Convertible Preferred Stock in the Mandatory Convertible Preferred Stock Offering and the application of the net proceeds therefrom as described in the General Disclosure Package and the Prospectus, will not be required to register as, an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).
Clause type: compensation
 In consideration for its services hereunder, State Street shall be paid the compensation set forth in a separate fee schedule, incorporated herein by reference, to be agreed to in writing by the Insurance Company and State Street from time to time, and, upon reasonable demand, reimbursement for cash disbursements incurred by State Street in connection with the performance of services hereunder.
Clause type: severability
It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any provision of this Agreement is determined to be partially or wholly invalid, illegal or unenforceable in any jurisdiction, then such provision shall, as to such jurisdiction, be modified or restricted to the extent necessary to make such provision valid, binding and enforceable, or if such provision cannot be so modified or restricted, then such provision shall, as to such jurisdiction, be deemed to be excised from this Agreement; provided, however, that the legality, binding effect and enforceability of the remaining provisions of this Agreement, to the extent the economic benefits conferred upon the parties by virtue of this Agreement remain substantially unimpaired, shall not be affected or impaired in any manner, and any such invalidity, illegality or unenforceability with respect to such provision in such jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Clause type: taxes
 (a) For purposes of this Agreement, "Tax" or "
Clause type: seed
 2.1 Hartford agrees that it shall invest $1,000,000 (One Million Dollars) in the Huntington VA Income Equity Fund upon the effectiveness of the Trust's Registration Statement for the purpose of, among other things, satisfying the requirements of Section 14(a) of the 1940 Act. Hartford further agrees it will reinvest all dividends and capital gain distributions received on such investment in additional shares of the Huntington VA Income Equity Fund.
Clause type: payment
 Subject to the provisions of the Agreement, the Company shall pay Consultant the following as full compensation for the Services for the term hereof:
Clause type: payment
 Invoices shall be rendered to the paying Party at the address specified in Appendix F hereto. The Party receiving the invoice shall pay the invoice within thirty (30) Calendar Days of receipt. All payments shall be made in immediately available funds payable to the other Party, or by wire transfer to a bank named and account designated by the invoicing Party. Payment of invoices will not constitute a waiver of any rights or claims the paying Party may have under this Agreement.
Clause type: ownership_of_shares
 Subject to Section 5.3, such Seller is the owner of the Shares set forth below its name and has the power to vote and dispose of such Shares. To Seller's knowledge, such Shares are validly issued, fully paid and nonassessable, with no personal liability attaching to the ownership thereof. Such Seller has good title to the Shares, free and clear of any agreements, liens, adverse claims or encumbrances whatsoever with respect to the ownership of or the right to vote such Shares.
Clause type: investments
 (i) Except in respect of other Borrowers and other than in the ordinary course of its business, make any investment in the securities of any Person other than to a Subsidiary as permitted under Section 7.2(H) or (ii) use or permit any proceeds of the Loans to be used, either directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of “purchasing or carrying” any margin stock (such Borrower will furnish to Agent upon request, a statement in conformity with the requirements of Federal Reserve Form U-1 referred to in Regulation U of the Federal Reserve Board);
Clause type: assignment
The Executive shall have no power or right to transfer, assign, anticipate, hypothecate, modify or otherwise encumber any part or all of the amounts payable hereunder, nor, prior to payment in accordance with the terms of this Agreement, shall any portion of such amounts be: (i) subject to seizure by any creditor of the Executive, by a proceeding at law or in equity, for the payment of any debts, judgments, alimony or separate maintenance obligations which may be owed by the Executive; or (ii) transferable by operation of law in the event of bankruptcy, insolvency or otherwise. Any such attempted assignment or transfer shall be void.
Clause type: headings
The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. References herein to “Sections,” Exhibits,” and “Schedules” without reference to a document or other source are designated Sections, Exhibits, and Schedules of this Agreement.
Clause type: headings
Any and all headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement. Numbered or lettered provisions, sections and subsections contained herein, refer only to provisions, sections and subsections of this Agreement unless otherwise expressly stated.
Clause type: whereas
the Fund is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets; and
Clause type: entire
Agreement. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. This Agreement, together with the other Primary Documents, including any certificate, schedule, exhibit or other document delivered pursuant to their terms, constitutes the entire agreement among the parties hereto with respect to the subject matters hereof and thereof, and supersedes all prior agreements and understandings, whether written or oral, among the parties with respect to such subject matters.
Clause type: capitalization
 The shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company.
Clause type: investment_company
 The Company is not, and upon the issuance and sale of the Preferred Shares as herein contemplated will not be, an "investment company" or an Entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended.
Clause type: assignment
Prior to Closing, this Agreement and the rights and obligations hereunder shall be binding upon and inure to the benefit of the parties hereto, their respective successors and assigns, but this Agreement shall not be assignable by either party hereto, whether by operation of law or otherwise, other than by Buyer (i) in connection with a Change of Control of Buyer and/or a Transfer of the Product or (ii) to an Affiliate, without the express written consent of the other party hereto, which will not be unreasonably withheld, delayed or conditioned. After Closing, either party may assign this Agreement in its entirety without the consent of the other party, provided that the assigning party remains primarily liable for its obligations hereunder.