bhaskrr/legal-clauses huggingface dataset:
Clause type: definitions
Additional definitions applicable to this Contract can be found in Appendix B. Authorized User Agreement The document resulting from the transactional Mini-Bid process, which sets forth the specifics regarding the services to be provided by the Contractor to the Authorized User, under the Project Based Information Technology Consulting Contract. Best Value The basis for awarding all service and technology contracts to the offerer that optimizes quality, cost and efficiency, among responsive and responsible offerers. Such basis shall be, wherever possible, quantifiable (State Finance Law §163 (1) (j)). Billing Contact The name, phone number, e-mail, and billing address a customer uses on a bill for contact information. Consultant Disclosure Legislation Chapter 10 of the Laws of 2006 amends State Finance Law § 8 and § 163 by requiring: that the Office of the State Comptroller (OSC) include in the Consulting Services Report it compiles annually on contracts issued by state agencies for consulting services during the previous fiscal year. http://www.osc.state.ny.us/agencies/guide/MyWebHelp/Content/XI/18/C.htm Deliverables All services or products created during the performance or provision of Services hereunder or identified as a “Deliverable” in an applicable Mini-Bid. A Deliverable is a building block of an overall project. For the purposes of this Solicitation and the resulting Contract, a deliverable shall not be set forth as a status report, meeting attendance, a block of staff hours, or an invoice submission. Fixed Price Authorized User Agreement An agreement pursuant to the Centralized Contract that provides for a fix cost for a defined project. Government Contract A contract let by a Federal, State, or Local governmental body within the continental United States. Government Entity An entity at the federal, state, county, city or provincial level. Joint Venture A contractual agreement joining together two or more business enterprises for the purpose of performing on a State Contract. Knowledge Transfer The transfer of knowledge from the Contractor to the Authorized User. Knowledge Transfer can include full written system documentation including all system changes, training classes, manuals and other items. Depending on the scope of the transaction, there may or may not be a deliverable cost associated. All materials will be the property of the Authorized User unless specifically negotiated during the award process. May Denotes the permissive in a contra...
Clause type: ownership_of_shares
 The Shareholder is the owner of record of his Services Stock, all of which shares are free and clear of all rights, claims, liens and encumbrances, and have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement.
Clause type: whereas
the Issuer has duly authorized the issue from time to time of its unsecured debentures, notes or other evidences of indebtedness to be issued in one or more series (the "Securities") up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture;
Clause type: taxes
 Except as set forth on Schedule 4.8 for which reserves shall be established upon the reasonable request of the Administrative Agent, or for such matters as would not reasonably be expected individually or in the aggregate to cause a Material Adverse Effect, all federal, state, local and foreign income and franchise and other material tax returns, reports and statements (collectively, the “Tax Returns”) required to be filed by any Loan Party have been filed in its own name with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are required to be filed, all such Tax Returns are true and correct in all material respects, and all Taxes, charges and other impositions reflected therein or otherwise due and payable have been paid prior to the date on which any Liability may be added thereto for non-payment thereof except for those contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Loan Party in accordance with GAAP. Other than as set forth on Schedule 4.8, no material Tax Return is under audit or examination by any Governmental Authority and no written notice of such an audit or examination or any written assertion of any claim for material Taxes has been given or made by any Governmental Authority. Except as set forth on Schedule 4.8, or for such matters as would not reasonably be expected individually or in the aggregate to cause a Material Adverse Effect, proper and accurate amounts have been withheld by each Loan Party from their respective employees for all periods in full and complete compliance with the Tax, social security and unemployment withholding provisions of applicable Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities. No Tax Affiliate has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b) or has been a member of an affiliated, combined or unitary group other than the group of which a Tax Affiliate is the common parent. To the extent required to be paid on or prior to the Closing Date, all Other Taxes required to be paid in connection with the granting of the security interest under the Loan Documents have been paid or will be paid on the Closing Date.
Clause type: entire
Agreement. This Agreement, including all Appendices and Schedules attached hereto, constitutes the entire agreement between the Parties with reference to the subject matter hereof, and supersedes all prior and contemporaneous understandings or agreements, oral or written, between the Parties with respect to the subject matter of this Agreement. There are no other agreements, representations, warranties, or covenants which constitute any part of the consideration for, or any condition to, either Party’s compliance with its obligations under this Agreement.
Clause type: whereas
the Investment Manager is registered under the Investment Advisers Act of 1940 as an investment adviser and engages in the business of providing investment management services; and
Clause type: payment
 Subscriber shall pay the Subscription Price through Subscriber’s account with the Platform prior to the applicable Closing Date. Subscriber hereby authorizes the Platform to debit funds equal to the Subscription Price from Subscriber’s account. In the event of rejection of this subscription, or in the event the sale of the Preferred Share is not consummated for any reason, the Preferred Share will not be sold to Subscriber, and the Subscription Price will remain in Subscriber’s account with the Platform.
Clause type: base-salary
 During the Initial Term, the Executive shall be compensated at a base rate of $220,000 per year (the "Base Salary"). The obligation for payment of Base Salary shall be apportioned between the Company and the Bank as they may agree from time to time in their sole discretion. The Executive's Base Salary shall be reviewed by the Board of Directors of the Bank and the Company at least annually, and the Executive shall be entitled to receive annually an increase in such amount, if any, as may be determined by the Board of Directors of the Bank or the Company based on its evaluation of Executive's performance. Base Salary shall be payable in accordance with the Employer's normal payroll practices.
Clause type: confidentiality
(a) By executing this Agreement, each Partner expressly agrees, at all times during the term of the Partnership and thereafter and whether or not at the time a Partner of the Partnership, to maintain the confidentiality of, and not to disclose to any person other than the Partnership, another Partner or a person designated by the Partnership, any information relating to the business, financial structure, financial position or financial results, clients or affairs of the Partnership that shall not be generally known to the public or the securities industry, except as otherwise required by law or by any regulatory or self-regulatory organization having jurisdiction; provided, that any corporate Partner may disclose any such information it is required by law, rule, regulation or custom to disclose. Notwithstanding anything in this Agreement to the contrary, to comply with Treasury Regulations Section 1.6011-4(b)(3)(i), each Partner (and any employee, representative or other agent of such Partner) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the Partnership, it being understood and agreed, for this purpose, (1) the name of, or any other identifying information regarding (a) the Partners or any existing or future investor (or any Affiliate thereof) in any of the Partners, or (b) any investment or transaction entered into by the Partners; (2) any performance information relating to any of the Partners or their investments; and (3) any performance or other information relating to previous funds or investments sponsored by any of the Partners, does not constitute such tax treatment or tax structure information.
Clause type: investments
 Make any material Investments solely in Persons and/or property which are used or useful in the same or a similar line of business as the Borrower and its Subsidiaries are engaged in on the Closing Date (or any reasonable extension thereof).
Clause type: whereas
the Committee has determined that it would be in the best interests of the Company and its stockholders to grant the option provided for herein to the Participant pursuant to the Plan and the terms set forth herein.
Clause type: grant
 To mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create, and grant a lien upon, a security interest in and right of set-off against, deposit, set over and confirm pursuant to the Indenture. A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the Granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of, the Collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Granting party or otherwise and generally to do and receive anything that the Granting party is or may be entitled to do or receive thereunder or with respect thereto. Holder: The Person in whose name a Note or Certificate is registered on the Note Register or the Certificate Register, as applicable.
Clause type: loans
 Borrower shall not make or commit to make any advance, loan, extension of credit or capital contribution to, or purchase of any stock, bonds, notes, debentures or other securities of any person.
Clause type: indemnification
Borrower shall indemnify and hold Lender, and its directors, agents, employees and counsel, harmless from and against any and all losses, claims, damages, liabilities, costs or expenses imposed on, incurred by or asserted against any of them in connection with any litigation, investigation, claim or proceeding commenced or threatened related to the negotiation, preparation, execution, delivery, enforcement, performance or administration of this Agreement, any other Financing Agreements, or any undertaking or proceeding related to any of the transactions contemplated hereby or any act, omission, event or transaction related or attendant thereto, including, without limitation, amounts paid in settlement, court costs, and the fees and expenses of counsel. To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion which it is permitted to pay under applicable law to Lender in satisfaction of indemnified matters under this Section. The foregoing indemnity shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.
Clause type: compensation
 The Borrowers agree, jointly and severally, to pay to the Agent for the account of each Bank, upon the request of such Bank, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost, or expense incurred by it as a result of:
Clause type: ownership_of_shares
 Each Shareholder is the holder of record and owns beneficially the Capital Stock listed on Section 4.1 of the Disclosure Letter, free and clear of any Encumbrances. At the Canadian Closing, each Shareholder will deliver to Buyer good and valid title to its Capital Stock, free and clear of any Encumbrances. No Shareholder is a party to any voting trust, proxy or other agreement with all respect to the voting of any Capital Stock which will remain in force or effect after the Closings.
Clause type: vesting
 The RSUs shall vest and become non-forfeitable on the dates established in the Vesting Schedule (each such date, a “Vesting Date”), provided that the Participant is actively carrying out his or her duties in connection with the Employment at all times from the Date of Grant through each respective Vesting Date.
Clause type: counterparts
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. Signatures to this Agreement transmitted via facsimile or e-mail shall be valid and effective to bind the party so signing.
Clause type: indemnification
5.01 The Transfer Agent shall not be responsible for, and the Fund shall on behalf of the applicable Portfolio, indemnify and hold the Transfer Agent harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to:
Clause type: investment-company-act
 It (i) is not required to register as an “investment company” under the Investment Company Act and (ii) has elected to be regulated as a “business development company” for purposes of the Investment Company Act.
Clause type: now
THEREFORE in consideration of the mutual covenants and promises contained herein, the parties hereto, each intending to be legally bound hereby, agree as follows:
Clause type: indemnification
From and after the earliest to occur of a Change in Control or termination of employment, the Corporation shall (a) for a period of five (5) years after such occurrence, provide the Executive (including the Executive's heirs, executors, and administrators) with coverage under a standard directors' and officers' liability insurance policy at the Corporation's expense, and (b) indemnify and hold harmless the Executive, to the fullest extent permitted or authorized by the law of the State of Delaware as it may from time to time be amended, if the Executive is (whether before or after the Change in Control) made or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that the Executive is or was a director, officer, or employee of the Corporation or any Subsidiary, or is or was serving at the request of the Corporation or any Subsidiary as a director, trustee, officer, or employee of a corporation, partnership, joint venture, trust, or other enterprise. The indemnification provided by this Section 9 shall not be deemed exclusive of any other rights to which the Executive may be entitled under the charter or bylaws of the Corporation or of any Subsidiary, or any agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in the Executive's official capacity and as to action in another capacity while holding such office, and shall continue as to the Executive after the Executive has ceased to be a director, trustee, officer, or employee and shall inure to the benefit of the heirs, executors, and administrators of the Executive.
Clause type: capitalization
 The authorized capital stock of the Company consists of 60,000,000 shares of Common Stock, $0.001 par value per share, of which approximately 11,877,000 shares are issued and outstanding, and 50,000 shares of Preferred Stock, of which 15,000 have been designated as Series A Preferred Stock and none are issued and outstanding. All of the outstanding shares of Common Stock and Preferred Stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable. No shares of Common Stock are entitled to preemptive or similar rights. Except for the proposed issuance of warrants to Columbia Financial Group, Inc., as otherwise specifically disclosed in the Company Documents, and pursuant to the Company's employee benefit plan, there are no outstanding options, warrants, rights to subscribe to, calls or commitments of any character whatsoever relating to, or, except as a result of the purchase and sale of the Initial Shares, Secondary Shares, Reset Shares, Underlying Shares, Additional Shares, and the Warrants, securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings, or arrangements by which the Company or any subsidiary is or may become bound to issue additional shares of Common Stock or securities or rights convertible or exchangeable into shares of Common Stock. To the knowledge of the Company, other than as stated on Schedule 4.3 annexed hereto, no Person or group of Persons beneficially owns (as determined pursuant to Rule 13d-3 promulgated under the Exchange Act) or has the right to acquire by agreement with or by obligation binding upon the Company beneficial ownership of in excess of five percent of the Common Stock.
Clause type: taxes
 OTG shall assume responsibility for, and hold the Consultant harmless from all taxes, duties, or similar liabilities arising under this Agreement, under any present or future tax laws, except for the personal income tax of the Consultant.
Clause type: headings
The Article and Section headings and the Table of Contents herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.
Clause type: taxes
 To the best of Debtor's knowledge all ad valorem, property, production, severance, excise and similar taxes and assessments based on or measured by the ownership of property or the production of Hydrocarbons or the receipt of proceeds therefrom relating to the Collateral that have become due and payable have been properly and timely paid.
Clause type: termination
This Agreement shall terminate automatically if it is assigned by Distributor or NW without the prior written consent of the other party. This Agreement may be terminated at any time for any reason or for no reason by either party upon 60 days' written notice to the other party, without payment of any penalty. (The term "assigned" as used in this Section 9 shall not include any transaction exempted from Section 15(b)(2) of the 1940 Act.) This Agreement may be terminated at the option of either party to this Agreement upon the other party's material breach of any provision of this Agreement or of any representation or warranty made in this Agreement, unless such breach has been cured within 30 days after receipt of notice of breach from the non-breaching party. Upon termination of this Agreement, all authorizations, rights and obligations under this Agreement shall cease except the following: (1) the obligation to settle accounts hereunder, including commissions on Premiums subsequently received for Contracts in effect at the time of termination or issued pursuant to Applications received by NW prior to termination; and (2) the agreements contained in Sections 3.d.( 4), 5, 6, 7, 8, 10.g and 10.h of this Agreement.
Clause type: esop
 The Company has adopted a stock incentive plan adopted on March 1, 2017 (the “ESOP”), under which, a total of 7,412,650 Common Shares, representing 10% of the Company’s issued share capital (on a fully diluted basis) as of immediately before the Closing, will be used for issuance pursuant to the ESOP.
Clause type: entire
Agreement. This Agreement is intended by the parties hereto as a final expression of their agreement and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and the registration rights granted by the Company with respect to the Registrable Securities. Except as provided in the Purchase Agreement, there are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the registration rights granted by the Company with respect to the Registrable Securities. This Agreement supersedes all prior agreements and undertakings among the parties hereto with respect to such registration rights.
Clause type: compensation
 As full compensation for all services provided, the Employee shall be paid at the rate of _______________ dollars ($__________) per ☐ Hour ☐ Annually and will be subject to review of their work on a periodic basis. Such payments shall be subject to standard mandatory deductions by the Employer (i.e., Federal & State Taxes, Social Security, Medicare) and shall be made on a ☐ Weekly ☐ Bi-Weekly ☐ Monthly ☐ Quarterly ☐ Annual basis.
Clause type: assignment
This Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may, without consent of the other Party, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate of such Party or, subject to Section 9.3 in the case of Pandion, in whole to its successor-in-interest in connection with a Change of Control. Any attempted assignment not in accordance with this Section 15.2 shall be null and void and of no legal effect. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. The terms and conditions of this Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respected successors and permitted assigns.
Clause type: investments
 Except as set forth on Schedule 4.30., attached hereto no Credit Party has an Investment in any Person other than existing Investments in Subsidiaries and Qualified Investments.