bhaskrr/legal-clauses huggingface dataset:
Clause type: miscellaneous
It is not necessary for Beneficiaries to inquire into the capacity or powers of Guarantor or any Co-Obligor or the officers, directors or any agents acting or purporting to act on behalf of any of them. The rights, powers and remedies given to Beneficiaries by this Guaranty are cumulative and shall be in addition to and independent of all rights, powers and remedies given to Beneficiaries by virtue of any statute or rule of law or in any of the Credit Documents or any agreement between Guarantor and one or more Beneficiaries or between the Co-Obligors and one or more Beneficiaries. Any forbearance or failure to exercise, and any delay by any Beneficiary in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy. In case any provision in or obligation under this Guaranty shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. This Guaranty shall inure to the benefit of Beneficiaries and their respective successors and assigns. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS GUARANTY GUARANTOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS GUARANTY. Guarantor agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to Guarantor at its address set forth below its signature hereto, such service being acknowledged by Guarantor to be sufficient for personal jurisdiction in any action against Guarantor in any such court and to be otherwise effective and binding service in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of Guarantied Party or any Beneficiary to bring proceedings against Guarantor in the courts of any othe...
Clause type: whereas
the Executive will be in a better position to consider the Company’s best interests if the Executive is afforded reasonable economic security, as provided in this Agreement, against altered conditions of employment which could result from any such change in control or acquisition;
Clause type: base-salary
 The Company shall pay to Employee a base annual salary (the “Base Salary”) at the rate of Two Hundred Thirty Eight Thousand Six Hundred and Eighty Dollars ($238,680). The Employee’s Base Salary shall be reviewed at least annually by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) and the Compensation Committee may, but shall not be required to, increase (but not decrease) the Base Salary during the Employment Period. The Base Salary will be payable at such intervals as salaries are paid generally to other executive officers of the Company.
Clause type: compensation
 Employee shall be compensated by the Company for the performance of Employee’s duties and obligations hereunder as follows:
Clause type: interest
 DEX MEDIA EAST LLC (f/k/a SGN LLC), a Delaware limited liability company (the "Company"), and DEX MEDIA EAST FINANCE CO., a Delaware corporation ("Dex Media East Finance") (such entities, and their respective successors and assigns under the Indenture hereinafter referred to, being herein called the "Issuers"), promise to pay interest on the principal amount of this Security at the rate per annum shown above. The Issuers shall pay interest semiannually on May 15 and November 15 of each year. Interest on the Securities shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from November 8, 2002 until the principal hereof is due. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.
Clause type: assignment
Either party may assign this Agreement to an entity acquiring substantially all of its assets or merging with it, provided that such assignee agree in writing to assume all obligations under this Agreement. Except as set forth above, neither party may assign any of its rights or delegate any of its obligations under this Agreement to any third party without the express written consent of the other. Any attempted assignment in violation of the foregoing shall be void and of no effect. Subject to the above, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto.
Clause type: investments
 The Trustee shall invest and reinvest the Trust Fund without distinction between income or principal in one or more of the following ways as the Trustee shall from time to time determine:
Clause type: assignment
Neither party shall assign this Agreement or any part hereof or any interest herein (whether by operation of law or otherwise) to any Third Party without the written approval of the other party; provided, however, that either party may assign this Agreement without such consent (i) to any Affiliate; and (ii) in the case of a merger, consolidation, change in control or sale of all or substantially all of the assets of the Relevant Business Unit of the party seeking such assignment or transfer and such transaction relates to the business or assets covered by this Agreement and the resulting entity assumes all of the obligations under this Agreement. For the purposes of this Section 11.6, the “Relevant Business Unit” shall mean, with respect to Impax, the generics division of Impax, and with respect to Medicis, the medical dermatology division of Medicis. No assignment shall be valid unless the permitted assignee(s) assumes all obligations of its assignor under this Agreement. No assignment shall relieve any party of responsibility for the performance of its obligations hereunder. Any purported assignment in violation of this Section 11.6 shall be void.
Clause type: loans
 (a)The Swingline Lender is authorized by the Lenders and shall, subject to the provisions of this Section, make Swingline Loans up to the Swingline Loan Sublimit in the aggregate outstanding at any time (which requests for Borrowings of Swingline Loans shall be in minimum integrals of $500,000) consisting only of Prime Rate Loans, upon a notice of Borrowing received by the Administrative Agent and the Swingline Lender (which notice, at the Swingline Lender’s discretion, may be submitted prior to 1:00 p.m., Boston time, on the Business Day on which such Swingline Loan is requested). Swingline Loans shall be subject to periodic settlement with the Lenders under Section 2.8 below. (b)Swingline Loans may be made only in the following circumstances: (A) for administrative convenience, the Swingline Lender shall, at the Lead Borrower’s request, make Swingline Loans in reliance upon the Borrowers’ actual or deemed representations under Section 4.2, that the applicable conditions for borrowing are satisfied or (B) for Permitted Overadvances; provided that the Swingline Lender shall not be obligated to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. If the conditions for borrowing under Section 4.2 cannot be fulfilled at the time of a requested Swingline Loan, the Lead Borrower shall give immediate notice thereof to the Administrative Agent and the Swingline Lender (a “Noncompliance Notice”), and the Administrative Agent shall promptly provide each Lender with a copy of the Noncompliance Notice. If the conditions for borrowing under Section 4.2 cannot be fulfilled, the Required Lenders may direct the Swingline Lender to, and the Swingline Lender thereupon shall, cease making Swingline Loans (other than Permitted Overadvances) until such conditions can be satisfied or are waived in accordance with Section 9.2. Unless the Required Lenders so direct the Swingline Lender, the Swingline Lender may, but is not obligated to, continue to make Swingline Loans beginning one Business Day after the Non-Compliance Notice is furnished to the Lenders. Notwithstanding the foregoing, no Swingline Loans shall be made pursuant to this subsection (b) (other than Permitted Overadvances) if the aggregate outstanding amount of the Credit Extensions would exceed the Loan Cap.
Clause type: base-salary
 Employee's base salary shall be $110,000.00 per year, subject to an annual increase (if any) in the sole discretion of the Board, payable in accordance with the Company's payroll practices as in effect from time to time, and subject to such withholding as is required by law.
Clause type: investment-company-act
 The Company will conduct its affairs in such a manner so that neither it nor any of its subsidiaries will be or become, at any time prior to the termination of this Agreement, an “investment company,” as such term is defined in the Investment Company Act.
Clause type: ownership_of_shares
 (a) The statements in clause 1 and 2 of the Preamble concerning the shareholding of the Seller in the Company are true and correct. The Seller is the legal and beneficial owner of the Shares, which are free of any encumbrances or any other rights for the benefit of third parties. The Seller has the right and the power to freely dispose of the Shares without requiring the consent of any third party for such disposal or violating the right of any third party.
Clause type: termination
The obligations of the Underwriter hereunder may be terminated by the Underwriter by notice given to and received by the Company prior to delivery of and payment for the Stock if, prior to that time, any of the events described in Sections 7(j) or 7(k), shall have occurred or if the Underwriter shall decline to purchase the Stock for any reason permitted under this Agreement.
Clause type: investment-company-act
 None of Holdings, the Company and the Restricted Subsidiaries is required to register as an “investment company” or is subject to regulation under the Investment Company Act of 1940, as amended.
Clause type: entire
Agreement. This Guaranty constitutes and contains the entire agreement of the parties and supersedes any and all prior and contemporaneous agreements, negotiations, correspondence, understandings and communications between Guarantor and Bank, whether written or oral, respecting the subject matter hereof.
Clause type: dividends
 Authorize, declare or pay, directly or indirectly, any Dividends, except that the following shall be permitted:
Clause type: financing
 The Buyer shall have received cash proceeds from its financing sources in an amount sufficient to consummate the transactions contemplated by this Agreement and to pay all fees and expenses in connection therewith and to provide for the ongoing working capital needs of the Buyer, all on terms and conditions reasonably satisfactory to the Buyer.
Clause type: base-salary
 The Company shall pay to Executive an annual base salary (“Base Salary”) of $300,000, less applicable withholdings and deductions, in accordance with the Company’s normal payroll procedures.
Clause type: notices
All notices required or permitted pursuant to this Agreement will be in writing and will be deemed to be properly given when actually received by the Person entitled to receive the notice at the address stated below, or at such other address as a party may provide by notice to the other: If to the Company: GeoGlobal Resources Inc. Suite 200, 625 - 4th Ave. S.W. Calgary, Alberta T2P 0K2 Fax: (403) 777-9199 Attention: Paul Miller With a copy (which shall not constitute notice) to: Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY10019-6064 Fax: (212) 492-0078 Attention: Andrew J. Foley, Esq. If to ILDE: The Israel Land Development Company – Energy Ltd. 2 Shenkar St. Tel-Aviv, Israel Fax: +972 (3) 796-2246 Attention: Ohad Marani, CEO With a copy (which shall not constitute notice) to: CBLS Law Offices 35th floor, 5 Azrieli Center, Square Tower Tel-Aviv Israel Fax: +972 (3) 718-8701 Attention: Barak Luchtenstein, Adv.
Clause type: payment_terms
 2.2.1 GHC will pay for any Services obtained for its own account, or for any Services for which any Facility is responsible for payment, within 30 days of receipt of an invoice from NeighborCare. NeighborCare reserves the right to provide Services on a C.O.D. basis if GHC fails to keep payments current in accordance with this section 2.2.1.
Clause type: confidentiality
(a) During the Term and thereafter, the Parties hereto shall, and shall instruct their respective Representatives to, maintain in confidence and not disclose or use the other Party’s financial, technical, sales, marketing, development, personnel, and other information, records, or data, including, without limitation, customer lists, supplier lists, trade secrets, designs, product formulations, product specifications or any other proprietary or confidential information, however recorded or preserved, whether written or oral (any such information, “Confidential Information”). Each Party shall use the same degree of care, but no less than reasonable care, to protect the other Party’s Confidential Information as it uses to protect its own Confidential Information of like nature. Unless otherwise authorized in any other agreement between the Parties, any Party receiving any Confidential Information of the other Party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement or to enforce its rights under this Agreement (collectively, the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 8.2 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by an Order of a Governmental Authority, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing Party (the “Disclosing Party”), and take reasonable steps, at the request and expense of the Disclosing Party, to assist in contesting such Order, minimizing any required disclosure, and protecting the Disclosing Party’s rights prior to any required disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel that it is legally bound to disclose under such Order.
Clause type: interest
 The ownership interest of a Member in the Company, including the right of a Member to receive the revenues, income and loss of the Company and all management rights, voting rights or rights to consent. Majority-in-Interest of the Members. Members holding more than 50% of the total Interests.
Clause type: investment-company-act
 None of the WPZ Group Entities is, nor immediately after the Closing will be, subject to regulation under the Investment Company Act of 1940, as amended.
Clause type: loans
 Make advances, loans or other extensions of credit to any Person, including, without limitation, any Subsidiary or Affiliate, except with respect to:
Clause type: payment
 If any Taxes become payable with respect to any payment to be made to the Client, such Taxes will be payable by the Client and the Custodian may withhold the Taxes from such payment. The Custodian may withhold any Cash held or received with respect to the Cash Account and apply such Cash in satisfaction of such Taxes. If any Taxes become payable with respect to any prior payment made to the Client by the Custodian, the Custodian may withhold any Cash in satisfaction of such prior Taxes. The Client shall remain liable for any deficiency.
Clause type: loans
 Not to make any loans, advances or other extensions of credit to any individual or entity, except for:
Clause type: ownership_of_shares
 Stockholder is the sole beneficial owner of the Shares set forth opposite such Stockholder's name on the signature page hereto, free and clear of any lien or encumbrance (including any restriction on the right to vote or otherwise dispose of the Shares), other than (i) the Options and agreements to sell referenced in Section 1.5, (ii) the pledge of 52,904 Shares to the Company by Mr. Brown pursuant to a Promissory Note and Stock Pledge Agreement, and (iii) in the case of the Trust, any beneficial interest a beneficiary of the Trust may have. None of such Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares.
Clause type: employee_benefits
 During the Employment Term, Executive will be entitled to participate in the employee benefit plans currently and hereafter maintained by the Company of general applicability to other senior executives of the Company. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.
Clause type: stock_option
 The Company hereby agrees to grant to the Executive an option to purchase 83,333 shares of common stock of the Company on the date hereof and on each anniversary of the date of this Agreement during the Term (each such grant, an “Option”); provided, that, the Executive is employed by the Company on each such date. The respective exercise price per share of each Option shall be no less than the fair market value of the underlying shares on the date the Option is granted. If the Option is granted on or prior to the date of the Company’s initial public offering of its common stock pursuant to an effective registration statement filed with the Securities Exchange Commission (the “IPO”), the fair market value of the Company’s common stock shall be determined in good faith by the Board in compliance with Section 409A of the Internal Revue Code of 1986, as amended (the “Code”). If the Option is granted after the IPO, the fair market value of the Company’s common stock shall be determined based on the closing price on the trading day immediately before the grant date. Subject to accelerated vesting provisions set forth in Section 6 herein, each Option shall vest as to twenty percent (20%) of the shares subject to such Option on the first anniversary of the grant of such Option and as to twenty percent (20%) of the shares subject to such Option on each anniversary thereafter, subject to the Executive’s continued employment with the Company on the relevant vesting dates. In all other respects, each Option shall be subject to the terms, definitions and provisions of the Company’s 2008 Stock Option Plan, as amended from time to time, and the stock option agreement by and between the Executive and the Company (the “Option Agreement”).
Clause type: definitions
The terms “registered investment company,” “vote of a majority of the outstanding voting securities,” “assignment,” and “interested persons,” when used herein, shall have the respective meanings specified in the Investment Company Act as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Securities and Exchange Commission (“Commission”).
Clause type: dividends
 Any dividends paid on the shares of Restricted Stock granted to the Award Recipient shall be paid to the Award Recipient as soon as practicable following the date such dividends are declared and paid to the Company’s shareholders.
Clause type: loans
 The Seller shall not make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of Debt, acquisition of the business or assets, or otherwise) in, any Person.
Clause type: base-salary
 During the Term of Employment, the Executive shall receive a base salary per annum payable in accordance with the Company’s normal payroll practices of no less than US $300,000, which the Board shall review annually and may, in its sole discretion, increase (but not decrease) (“Base Salary”).
Clause type: investments
 Directly or indirectly make, acquire, or incur any liabilities (including contingent obligations), other than those under this Agreement, for or in connection with (a) the acquisition of the securities (whether debt or equity) of, or other interests in, a Person, (b) loans, advances, capital contributions, or transfers of property to a Person; provided, that such loans, advances and capital contributions would be permitted so long as immediately before and after each such loan, advance, or capital contribution no Event of Default exists or results, or (c) the acquisition of all or substantially all of the properties or assets of a Person.
Clause type: base-salary
 Executive shall receive for services to be rendered hereunder an annual base salary of $269,954, payable on the regular payroll dates of the Company, subject to increase in the sole discretion of the Board.
Clause type: loans
 1.1.1 FOR VALUE RECEIVED, the Borrower hereby absolutely and unconditionally promises to pay to the order of the Lender on the Maturity Date (as hereinafter defined) the principal sum of up to ONE MILLION DOLLARS ($1,000,000.00) (the “Loan”), in accordance with the terms, and subject to the conditions of, this Agreement and to pay interest as hereinafter provided on the principal sum outstanding hereunder from time to time from the date hereof, together with all other outstanding Obligations (as hereinafter defined).
Clause type: indemnification
The Subadviser shall indemnify the Adviser, the Trust and the Fund, and their respective Affiliates and Controlling Persons for any liability and expenses, including without limitation reasonable attorneys’ fees and expenses, which the Adviser, the Trust and/or the Fund and their respective Affiliates and Controlling Persons may sustain as a result of the Subadviser’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA. The Adviser shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys’ fees and expenses, which may be sustained as a result of the Adviser’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA. The Trust shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys’ fees and expenses, which may be sustained as a result of the Trust’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA.
Clause type: miscellaneous
(a) Any notice and other instrument in writing, authorized or required by this Agreement to be given to the Company or the Transfer Agent, shall be sufficiently given if addressed to that party and mailed or delivered to it at its office set forth below or at such other place as it may from time to time designate in writing. To the Company: (Address to Relevant Company Listed in Schedule A) 7800 East Union Avenue, MS 201 Denver, Colorado 80237 Attn.: Glen A. Payne, Secretary To the Transfer Agent: INVESCO Funds Group, Inc. Post Office Box 2040 Denver, Colorado 80201 Attn.: William J. Galvin, Senior Vice President