bhaskrr/legal-clauses huggingface dataset:
Clause type: confidentiality
The second paragraph of Section 8.15 of the VRDP Shares Fee Agreement is hereby deleted in its entirety and replaced with the following: Each party agrees to hold all Confidential Information in confidence, that it will not disclose any Confidential Information to any Person, other than (i) directors, trustees, officers, employees, agents or representatives (including those of a legal nature) (collectively, the “Representatives”) or (ii) any affiliates of such party (including the Representatives of any such affiliates), who have a need to know such information in connection with the transactions contemplated by this Agreement or any other Related Document (the “Transactions”), and that it will not use any such Confidential Information for purposes other than in connection with the Transactions. Notwithstanding the restrictions listed in the preceding sentence, copies of the Related Documents, Remarketing Memorandum or Remarketing Materials may be distributed to prospective investors in tender option bond trusts (or similar investment vehicles) into which the VRDP Shares have or may be deposited for the purpose of such investor’s evaluation of an investment in such tender option bond trust (or similar investment vehicle). For the avoidance of doubt, any Ratings Agency rating the VRDP Shares at the request of the Fund shall not be deemed to be a Representative for purposes of this Section 8.15 and will not be subject to the obligations of this Section 8.15. Each party agrees to inform its Representatives and affiliates, and cause its affiliates to inform the Representatives of such affiliates, of the confidential and valuable nature of the Confidential Information and of its obligations under this Section 8.15. Each party shall be responsible and liable for any breach of this Section 8.15 by its Representatives, affiliates and Representatives of its affiliates. Each party agrees to use reasonable care and implement reasonable controls, but in all events at least the same degree of care and controls that it uses to protect its own confidential and proprietary information of similar importance, to prevent the unauthorized use, disclosure or availability of Confidential Information. The third paragraph of Section 8.15 of the VRDP Shares Fee Agreement is hereby deleted in its entirety and replaced with the following: It is understood and agreed that no information shall be within the protection of this Section 8.15 where such information: (a) is or becomes publ...
Clause type: confidentiality
The Parties acknowledge that the terms of this Agreement are confidential and will not be disclosed without the prior written consent of the non-disclosing Party except as may otherwise be required by law. Further, during the Term of this Agreement, and at all times following termination thereof, each Party shall keep strictly confidential all information which they obtain from the other Party during the Term, including, in particular, “Proprietary Information” and “Third Party Information,” as each of such terms is defined below. Neither Party shall use or disclose to any person, firm, or other entity or permit any person to examine, copy or duplicate any such confidential information furnished by one Party to the other, except as otherwise required by law. Upon the termination of this Agreement (irrespective of the reason or circumstances), unless otherwise agreed to in writing by the Parties, each Party will return to the other Party all such confidential information in its possession, as well as any copies or information derived there from. Without limiting any other provision herein, the provisions of this Section shall survive any termination or expiration of this Agreement. Furthermore, upon termination of this Agreement, unless otherwise agreed to in writing by the Parties, Atossa and Distributor shall immediately discontinue their use (if any) of the name or trademarks of the other (or developed for Atossa by Distributor) and shall immediately discontinue all representation s or statements from which it might be inferred that any relationship exists between Atossa and Distributor.
Clause type: investment-company-act
 Neither the Borrower nor any of its Consolidated Subsidiaries is an “investment company” or a company “controlled” by an “investment company,” within the meaning of, or subject to regulation under, the Investment Company Act of 1940, as amended.
Clause type: taxes
 All ad valorem, property, production, severance, excise and similar taxes and assessments based on or measured by the ownership of the Assets, or the production of Hydrocarbons or the receipt of proceeds therefrom, that have become due and payable have been timely paid. To Seller’s Knowledge all material tax returns required to be filed with respect to the Assets have been timely filed and all such tax returns are complete, accurate and correct in all material respects. To Seller’s Knowledge, there are no liens arising from or related to taxes on or pending against the Assets other than statutory liens for taxes that are not yet due and payable, and no notices have been given of any event that could lead to any such lien and, to Seller’s Knowledge, there is no reasonable basis for the assertion of such a lien. Seller has properly withheld and remitted all material taxes required to be withheld and remitted by it with respect to the Assets. Seller has not received a written claim or demand from any applicable tax authority in connection with any tax relating to the Assets and no written notices of audits, examinations, investigations or claims by any tax authority relating to the Assets or taxes owing with respect to the Assets have been received by Seller. No written notice or claim has been received by Seller from any taxing authority as to the filing of tax returns or the payment of taxes with respect to the Assets in any jurisdiction for which no tax return has been filed or taxes paid previously.
Clause type: headings
Sections headings are not to be considered part of this Agreement, are for convenience and reference only, and are not to be deemed to be full or accurate descriptions of the contents of any paragraph or subparagraph. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Agent, the Company and the Bank in accordance with its terms. Very truly yours, First Leesport Bancorp, Inc. By:_______________________________ Name: Title: Leesport Bank By:_______________________________ Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: Sandler O'Neill & Partners, L.P. By: Sandler O'Neill & Partners Corp., the sole general partner By:_______________________________ Name: Title:
Clause type: esop
 The adoption, amendment or termination of any employee equity incentive plan or any related agreement or document.
Clause type: entire
Agreement. This Agreement and the Schedules together constitute a complete and exclusive statement of the terms of the agreement between the Parties on the subject hereof, and no amendment or modification hereto shall be valid and effective unless such modification or amendment is agreed to in writing by the Parties and duly executed by persons especially empowered in this behalf by the respective Parties. All prior written or oral understandings, offers or other communications of every kind pertaining to this Agreement are abrogated and withdrawn. For the avoidance of doubt, the Parties hereto agree that any obligations of the Developer arising from the Request for Proposal shall be deemed to form part of this Agreement and treated as such.
Clause type: definitions
The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement.
Clause type: definitions
Section 1.01 Defined Terms................................................ Section 1.02 Interest Calculations........................................
Clause type: headings
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
Clause type: capitalization
 The authorized, issued and outstanding capital stock of the Fund is as set forth in the General Disclosure Package and the Prospectus as of the date thereof under the captions “The Company” and “Description of Securities.” All issued and outstanding Common Shares of the Fund and all issued and outstanding Money Market Cumulative Preferred Shares of the Fund (the “PREFERRED SHARES”) have been duly authorized and validly issued and are fully paid and non-assessable, and have been offered and sold or exchanged by the Fund in compliance with all applicable laws (including, without limitation, federal and state securities laws). None of the outstanding Common Shares or Preferred Shares of the Fund was issued in violation of the preemptive or other similar rights of any securityholder of the Fund.
Clause type: severability
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
Clause type: board
 Navistar International Corporation 2701 Navistar Drive Lisle, Illinois 60532 Re: Resignation Ladies and Gentlemen: This irrevocable resignation is delivered pursuant to Section 2(a)(vi) or 2(b) of that certain Settlement Agreement, effective as of October 5, 2012, between Navistar International Corporation and the members of the Icahn Group signatory thereto (the “Agreement”). Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. Effective only upon, and subject to, such time as the Icahn Group, together with all of the Icahn Affiliates, ceases collectively to “beneficially own” (as defined in Rule 13d-3 under the Exchange Act) at least 5,125,250 shares of Common Stock, I hereby resign from my position as a director of the Company and from any and all committees of the Board on which I serve. Sincerely, Name: , 201 Navistar International Corporation 2701 Navistar Drive Lisle, Illinois 60532 Attention: Corporate Secretary Board of Directors of Navistar International Corporation 2701 Navistar Drive Lisle, Illinois 60532 Re: Resignation Ladies and Gentlemen: This irrevocable resignation is delivered pursuant to Section 2(a)(vi) or 2(c) of that certain Settlement Agreement, effective as of October 5, 2012, between Navistar International Corporation and the members of the Icahn Group signatory thereto (the “Icahn Agreement”) and Section 2(c) of that certain Settlement Agreement, dated October 5, 2012, between Navistar International Corporation and the members of the Other Shareholder signatory thereto. Capitalized terms used herein but not defined shall have the meaning set forth in the Icahn Agreement. Effective only at such time that the Board Representation Period for either the Icahn Group or the Other Shareholder terminates, I hereby resign from my position as a director of the Company and from any and all committees of the Board on which I serve. Sincerely, Name: [ ], 201[ ] To: [Each of the persons or entities listed on Schedule A hereto (the “Icahn Group”)] Ladies and Gentlemen:
Clause type: compensation
 In consideration for its services hereunder, Fund will pay to State Street the compensation set forth in a separate fee schedule, incorporated herein by reference, to be agreed to by Fund and State Street from time to time, and, upon demand, reimbursement for State Street's cash disbursements and reasonable out-of-pocket costs and expenses, including attorney's fees and disbursements, incurred by State Street in connection with the performance of services hereunder. State Street may charge such compensation against monies held by it for the account of the Portfolios. State Street will also be entitled to charge against any monies held by it for the account of the Portfolios the amount of any loss, damage, liability, advance, overdraft or expense for which it is entitled to reimbursement from Fund, including but not limited to fees and expenses due to State Street for other services provided to Fund by State Street. State Street will be entitled to reimbursement by Fund for the losses, damages, liabilities, advances, overdrafts and expenses of Subcustodians only to the extent that (a) State Street would have been entitled to reimbursement hereunder if it had incurred the same itself directly, and (b) State Street is obligated to reimburse the Subcustodian therefor.
Clause type: base-salary
 During the Service Term, the Company will pay Executive a base salary (the “Annual Base Salary”) as the Board may designate from time to time. The initial Annual Base Salary shall be at the rate of $275,000 per annum paid in accordance with the Company’s customary payroll practices (minus all applicable withholdings and deductions). Executive’s Annual Base Salary for any partial year will be prorated based upon the number of days elapsed in such year. The Annual Base Salary may be increased (but not decreased) from time to time during the Service Term by the Board based upon the Company’s and Executive’s performance.
Clause type: compensation
 All employees shall be compensated for overtime at the rates set out in Section 4. No application of this Article shall be construed or interpreted to provide for compensation for overtime at a rate exceeding time and one-half (1 ½), or to effect a “pyramiding” of overtime and penalty payments.
Clause type: investments
 The Issuer does not own or hold, directly or indirectly (i) any capital stock or equity security of, or any equity interest in, any Person or (ii) any debt security or other evidence of indebtedness of any Person.
Clause type: investment_company
 For a period of five years after the latest Date of Delivery, the Partnership will use its reasonable best efforts to ensure that no Partnership Entity, nor any subsidiary thereof, shall become an investment company as defined in the 1940 Act.
Clause type: confidentiality
In connection with any Alliance Program or otherwise in connection with this Agreement or the conduct of the Alliance, each party (the "Recipient") may receive, either intentionally or unintentionally, certain oral and written proprietary and confidential information of the other party (the "Disclosing Party") (or a third party providing such information to the Disclosing Party) which is not otherwise a part of the public domain ("Proprietary Information"). Proprietary Information includes, but is not limited to, intellectual property, know-how, trade secrets, computer software, pricing information, physician lists, investigation/nurse coordinator network lists, mailing lists, subject and patient lists, employee lists, fee schedules, client and customer lists, programmactical information and structure, utilization review procedures, proprietary sequence information, variance discovery and variance detection techniques, pharmacogenomics algorithms, applications and procedures, formats and structure and related information and documents concerning the planning, structure and operations of the Disclosing Party or relating to its business affairs. Each party (for itself, its affiliates and its and their respective directors, officers, employees, agents, subcontractors, affiliates and representatives) agrees that all Proprietary Information shall be disclosed to the Recipient's directors, officers, employees, agents, subcontractors, affiliates and representatives only on a need-to-know basis for the purposes of carrying out the purposes of any Alliance Program, this Agreement or the Alliance. Each party further agrees to keep all Proprietary Information in the strictest confidence, to use the Proprietary Information only in furtherance of the purposes of this Agreement, not to duplicate, transmit, reverse engineer, decompile, or disassemble any Proprietary Information, and not to, directly or indirectly, divulge, disclose, reveal, report, or transfer such Proprietary Information to any third party without, in each instance, obtaining specific, prior written authorization of the Disclosing Party. Each party further agrees that all health records of patients or subjects of the investigators participating in any Alliance Program shall be treated as confidential so as to comply with all state and federal laws and regulations and industry standards regarding the confidentiality of patent health records and research records. Subject to the right of access provided he...
Clause type: capitalization
 The authorized, issued and outstanding capital stock of the Company prior to the consummation of the transactions contemplated hereby is as set forth in the Offering Documents. All issued and outstanding shares of the Company are validly issued, fully paid and nonassessable and have not been issued in violation of the preemptive rights of any stockholder of the Company. All prior sales of securities of the Company were either registered under the Act and applicable state securities laws or exempt from such registration, and no security holder has any rescission rights with respect thereto.
Clause type: loans
4 accept any repayments of principal or interest or other sums due or payable thereunder or take any action against any Owner;
Clause type: capitalization
 As of the Effective Date, the authorized capital stock of the Company consists of 571,428,571.4 shares, par value $0.175 per share. As of the Effective Date, none of the Company’s Significant Subsidiaries has outstanding any securities convertible into or exchangeable for its capital stock or outstanding any rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, its capital stock except for options, warrants and grants outstanding in the aggregate amounts set forth on Schedule 3.13.
Clause type: assignment
Except as set forth in any other Transaction Agreement (as defined in the Separation Agreement), neither this Agreement nor any of the rights, interests or obligations under this Agreement will be assigned, in whole or in part, by operation of Law (as defined in the Merger Agreement) or otherwise, by either of the parties without the prior written consent of the other party, except (a) for assignments in connection with the acquisition of beneficial ownership of fifty percent (50%) or more of the voting securities of such party, including by way of merger or any other business combination, or the sale of all or substantially all assets of such party, and (b) that either party may assign any or all of its rights, interests or obligations under this Agreement to any one or more of its direct or indirect wholly owned Subsidiaries (as defined in the Merger Agreement) or DMRC Subsidiaries (as defined in the Separation Agreement); provided that no such assignment will relieve the assigning party from any of its obligations under this Agreement. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by the Company and DMRC and their respective successors and assigns.
Clause type: entire
Agreement. This Agreement contains the entire understanding and agreement of the parties with respect to the Allocated Portion.
Clause type: investment-company-act
 Neither the Borrower nor any company controlling the Borrower is required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: severability
If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.
Clause type: notices
All communications, notices and consents provided for herein shall be in writing and be given in person or by means of facsimile or other means of wire transmission (with request for assurance of receipt in a manner typical with respect to communications of that type), by overnight courier or by mail, and shall become effective: (a) on delivery if given in person; (b) on the date of transmission if sent by facsimile or other means of wire transmission; (c) one (1) Business Day after delivery to the overnight service; or (d) four (4) Business Days after being deposited in the United States mails, with proper postage and documentation, for first-class registered or certified mail, prepaid, and shall be addressed as follows: if to Reliant, to: Reliant Pharmaceuticals, Inc. 110 Allen Road Liberty Corner, NJ 07938 Attn: Chief Executive Officer Facsimile: (908) 542-9405 with copies sent concurrently to: Reliant Pharmaceuticals, Inc. 110 Allen Road Liberty Corner, NJ 07938 Attn: Vice President of Legal Affairs and Secretary Facsimile: (908) 542-9405 Latham & Watkins LLP Sears Tower, Suite 5800 Chicago, IL 60606 Attention: Michael A. Pucker Facsimile: (312) 993-9767 if to Oscient or Parent to: Oscient Pharmaceuticals Corporation 1000 Winter Street, Suite 2200 Waltham, MA 02451 Attn: Chief Executive Officer Facsimile: (781) 893-9535 with copies sent concurrently to: Oscient Pharmaceuticals Corporation 1000 Winter Street, Suite 2200 Waltham, MA 02451 Attn: Legal Facsimile: (781) 398-2530 Ropes & Gray LLP One International Place Boston, MA 02110 Attn: Patrick O’Brien Facsimile: (617) 951-7050 provided, however, that if any Party shall have designated a different address by notice to the others, then to the last address so designated.
Clause type: loans
 Make advances, loans or extensions of credit to, or invest in, any Person;
Clause type: severability
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby and this Agreement shall be carried out as nearly as possible in accordance with its original terms and conditions.
Clause type: assignment
This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto. In addition, and whether or not any express assignment shall have been made, the provisions of this Agreement which are for the benefit of the parties hereto other than the Company shall also be for the benefit of and enforceable by any subsequent holder of any Registrable Securities. Each of the Holders of the Registrable Securities agrees, by accepting any portion of the Registrable Securities after the date hereof, to the provisions of this Agreement including, without limitation, appointment of the Sellers' Representative to act on behalf of such Holder pursuant to the terms hereof which such actions shall be made in the good faith discretion of the Sellers' Representative and be binding on all persons for all purposes.
Clause type: headings
The headings and captions contained herein are for convenience only and shall not control or affect the meaning or construction of any provision hereof.