bhaskrr/legal-clauses huggingface dataset:
Clause type: capitalization
 The authorized capital stock of the Company consists of an unlimited number of preferred shares and an unlimited number of common shares, of which no preferred shares are outstanding and of which 6,251,601 common shares (which constitute the Shares) are outstanding. As of the date hereof, all of the issued and outstanding Shares of the Company are owned of record by the Holder and are free and clear of any Liens other than Permitted Liens. All of the outstanding Shares of the Company have been duly authorized and are validly issued, fully paid and non-assessable. Except as set forth on Schedule 4.4, the Company does not have any other capital stock, equity securities or securities containing any equity features authorized, issued or outstanding, and there are no agreements or other rights or arrangements existing or outstanding which provide for the sale or issuance of any of the foregoing by the Company. Except as set forth on Schedule 4.4, there are no rights, subscriptions, warrants, options, conversion rights, preemptive rights, rights of first refusal, shareholder agreements, or agreements of any kind outstanding to purchase or otherwise acquire any shares of Shares or other equity securities of the Company of any kind. Except as set forth on Schedule 4.4, there are no agreements or other obligations (contingent or otherwise) which require the Company to repurchase or otherwise acquire or retire any shares of the Company or other equity securities. No shares of capital stock of the Company are currently reserved for issuance for any purpose or upon the occurrence of any event or condition. Other than this Agreement, there are no existing contracts or options between the Holder or the Seller on the one hand, and any other Person, on the other hand, regarding the Shares. There are no contracts between or among the Holder, the Seller or any other Persons that are binding upon the Company with respect to the voting, transfer, encumbrance of the Company’s capital stock or options to acquire capital stock or securities that are exchangeable or convertible into capital stock of the Company or with respect to any aspect of the Company’s governance or dividends or distributions. The shareholder’s ledger of the Company that has been delivered to the Buyer for inspection prior to the date hereof is complete and correct. The Company has not redeemed any securities in violation of any contract, order or regulation.
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of 1,000 shares of the Company Common Stock, of which 1,000 shares are issued and outstanding (no shares being held in treasury). Each outstanding share of the Company Common Stock has been duly authorized, is validly issued, fully paid and nonassessable and was not issued in violation of any preemptive rights of any stockholder. Set forth in the Company Disclosure Letter are the names and addresses (as reflected in the corporate records of the Company) of each record holder of the Company Common Stock, together with the number of shares held by each such Person.
Clause type: assignment
This Amendment shall be binding upon and inure to the benefit of the respective heirs, successors and assigns of Borrowers, Collateral Agent, and Lenders, except that Borrowers may not assign any rights or delegate any obligations arising hereunder without the prior written consent of Lenders. Any attempted assignment or delegation without the required prior consent shall be void.
Clause type: base-salary
 The Executive’s annualized Base Salary as of the date of this Agreement is $550,000, payable in accordance with the regular payroll practices of the Company. The Base Salary shall be reviewed no less frequently than annually, and any changes thereto (which shall thereafter be deemed the Executive’s Base Salary) shall be solely within the discretion of the Board.
Clause type: base-salary
 Executive shall be paid an annualized base salary (the “Base Salary”), payable in accordance with the regular payroll practices of the Company, of not less than Two Hundred Seventy-Five Thousand Dollars ($275,000), with increases, if any, as may be approved in writing by the Compensation Committee of the Board of Directors (the “Compensation Committee”).
Clause type: now
THEREFORE in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
Clause type: interest
 If Contractor fails to make any payment to Subcontractor as provided in the Contract Documents, then Subcontractor shall be entitled to interest on amounts not paid when due at the Prime Rate.
Clause type: now
THEREFORE in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Company and Employee hereby agree as follows:
Clause type: definitions
In addition to those terms defined above and elsewhere in this Agreement, for the purposes of this Agreement, the following terms shall have the meanings set forth below:
Clause type: investment-company-act
 Borrower is not required to register as an “investment company” under the provisions of the Investment Company Act of 1940, as amended.
Clause type: counterparts
This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof.
Clause type: compensation
 In consideration of the duties and services to be performed by Employee hereunder, the Company agrees to pay, and Employee agrees to accept the amounts set forth below:
Clause type: assignment
Upon the transfer of any Registrable Securities by a Holder, the rights of such Holder hereunder with respect to such securities so transferred shall be assigned automatically to the transferee thereof, and such transferee shall thereupon be deemed to be a “Holder” for purposes of this Agreement, provided that: (i) the Company is, within a reasonable period of time following such transfer, furnished with written notice of the name and address of such transferee; (ii) the transferee agrees in writing with the Company to be bound by all of the provisions hereof; and (iii) such transfer is made in accordance with the applicable requirements of all applicable state and federal securities laws.
Clause type: notices
Any notice, request, instruction or other document to be given hereunder by any party to the others shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid: if to Praxair or Purchaser Praxair, Inc. 39 Old Ridgebury Road Danbury, CT 06810-5113 Attention: David H. Chaifetz, Esq. with a copy to: Neil T. Anderson, Esq. Sullivan & Cromwell 125 Broad Street New York, NY 10004 if to the Company CBI Industries, Inc. 800 Jorie Boulevard Oak Brook, IL 60521-7001 Attention: Charles O. Ziemer, Esq. with a copy to: Richard D. Katcher, Esq. Seth A. Kaplan, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 or to such other persons or addresses as may be designated in writing by the party to receive such notice.
Clause type: taxes
 The Contractor shall pay all taxes and other such amounts required by federal, state and local law, including but not limited to federal and social security taxes, workers’ compensation, unemployment insurance and sales taxes.
Clause type: counterparts
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic means (including .pdf) shall be effective as delivery of a manually executed counterpart of this Amendment.
Clause type: capitalization
 The capitalization of the Company is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has issued capital stock since its most recently filed periodic report under the Exchange Act, which is reflected in schedule 3.1(g) All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.
Clause type: compensation
 During the Employment Period which is in the Term of this Agreement, Executive shall receive the following compensation:
Clause type: investment-company-act
 The Company is familiar with the 1940 Act and the rules and regulations thereunder, and will in the future use its reasonable best efforts to ensure that the Company will not be an “investment company” within the meaning of the 1940 Act and the rules and regulations thereunder.
Clause type: esop
 The ESOP is an "employee stock ownership plan" within the meaning of Section 4975(e)(7) of the Code and is qualified under Section 401(a) of the Code. The ESOP has been duly established in accordance with and under applicable law and it is a tax-exempt trust under Section 501(a) of the Code.
Clause type: capitalization
 Exhibit A sets forth a complete and accurate list of all General Partners and Limited Partners in the Company and their respective ownership interests, none of which were issued in violation of any preemptive rights. Except as set forth in Section 2.04(a) of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Interests or obligating any of Sellers or the Company to issue or sell any Interests, or any other interest in the Company. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Interests from any Person. The Interests constitute all of the issued and outstanding equity or ownership interests in the Company and are owned of record and beneficially by Sellers free and clear of all Encumbrances. There are no voting trusts, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Interests. Ownership of the Interests is not evidenced by any certificates or other instruments.
Clause type: interest
 The provisions of Section 3.1(b) are intended to operate so that interest will effectively accrue in respect of the Net Tax Benefit for any Taxable Year as follows:
Clause type: termination
This Agreement may be terminated on or prior to the Closing Date as follows:
Clause type: vesting
 The RSUs have been credited to a bookkeeping account (“Account”) on your behalf as of the grant date specified in the Grant Notice (the “Grant Date”). Your Account will reflect the number of RSUs awarded to you as set forth in the Grant Notice, as well as any additional RSUs credited as a result of dividend equivalents, as described in Section 9 below. Each RSU represents an unfunded, unsecured right to receive Common Stock, subject to the terms and conditions stated in the Plan and this Grant Agreement. Your RSUs will vest and become non-forfeitable on the earliest to occur of the following (each, a “Date of Vesting”):
Clause type: base-salary
 The Executive shall receive an aggregate annual minimum "Base Salary" at the rate of Ninety Thousand dollars ($90,000) per annum, payable in periodic installments in accordance with the regular payroll practices of the Employer. Such Base Salary shall be subject to review annually by the Compensation Committee of the Board during the term hereof, in accordance with the Employers established compensation policies.
Clause type: dividends
 (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of this Series with respect to dividends, the holders of shares of this Series shall be entitled to receive, when and as declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on April 1, July 1, October 1, and January 1 of each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of this Series, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $10.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in Common Stock or a subdivision of the outstanding Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of this Series. In the event the Company shall at any time after September 19, 1989 (the "Rights Declaration Date") declare any dividend on the Common Stock payable in Common Stock, subdivide the outstanding Common Stock, or combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of this Series were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of Common Stock outstanding immediately after such event and the denominator of which is the number of Common Stock that were outstanding immediately prior to such event.
Clause type: investments
 (a) Subject to the further limitations set forth in Sections 8.10(b), (c) and (d), after the Execution Date, neither Borrower, any Subsidiary or any Portfolio Entity-50% shall make any investment in Equity Interests of any Person, except for (i) in connection with the acquisition by a Portfolio Entity of an Asset Pool in accordance with the other terms hereof on the Funding Date of the Acquisition Loans relating thereto in accordance with the Asset Pool Acquisition Certificate relating thereto (or of any other asset pool in respect of which no Loans have been requested if such acquisition is in the ordinary course of business for the Consolidated Group and is not otherwise prohibited hereunder), (ii) direct or indirect contributions by Primary Obligors to capital of Portfolio Entities to be used by such entities (a) to pay development expenses related to real estate or (b) to pay Portfolio Protection Expenses, and (iii) investments by any such Person (other than by a Portfolio Entity) in the ordinary course of business.
Clause type: governing
Law. THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Clause type: dividends
 Declare, pay or make any dividend or distribution on any shares of the common stock or preferred stock of Borrower (other than dividends or distributions payable in its stock, or split-ups or reclassifications of its stock) or apply any of its funds, property or assets to the purchase, redemption or other retirement of any common or preferred stock, or of any options to purchase or acquire any such shares of common or preferred stock of Borrower.
Clause type: vesting
 The number of PSUs awarded in Section 1.1 vesting, if any, shall be determined as of the PSU Vesting Date. That number will be determined based on the level of attainment of the Performance Goals for the Performance Period, in accordance with the schedule determined by the Committee at the time the Performance Goals for the Performance Measure are established by the Committee. At the beginning of a Performance Period, the Committee shall establish one or more Performance Goals for the Performance Measure that must be attained for Threshold, Target and Maximum performance for that Performance Period. The Performance Goal(s) will be provided to you. Following the end of the Performance Period, the Committee will determine the percentage of Target Award PSUs that would be payable for the Performance Period based on the attainment of the Performance Goals established for that Performance Period. The percentage of (Employee Univ rTSR) Page 28 of 54 the Target Award that would be payable under the schedule shall be adjusted, pro rata, to reflect the attained performance between Threshold and Target, and Target and Maximum. Except as provided in Section 1.4, the PSUs will be permanently forfeited if your Termination Date occurs prior to the PSU Vesting Date.
Clause type: interest
 If the Rent is not paid to the Landlord on the due date for payment or if any other sum payable under this Lease is not paid to the Landlord within five Business Days of the due date for payment or if the Landlord refuses to accept any Rent or other such sum when the Tenant is, or may be, in breach of any of its obligations in this Lease, the Tenant shall pay interest to the Landlord on such sum at the Interest Rate for the period from and including the due date until payment (both before and after any judgment) or until payment is accepted by the Landlord (as the case may be).
Clause type: compensation
 The “Compensation” of a Participant shall mean all of a Participant’s: XX (a) Base salary.
Clause type: termination
The respective obligations and responsibilities of the Seller and the Purchaser created hereby shall terminate, except for the indemnity obligations of the Seller as provided herein, upon the occurrence of (i) the discharge of all obligations of the Issuer under the Indenture and (ii) the termination of the Trust Agreement and dissolution of the Issuer as provided in Article IX of the Trust Agreement.
Clause type: payment_terms
 Each Providing Party shall send to the Receiving Party monthly invoices showing all charges pursuant to this Agreement and the specific Services each such charge relates to. Such invoices shall be accompanied by reasonable documentation or other reasonable explanation supporting such charges. Invoices shall be due and payable within forty-five (45) days after receipt. Late payments shall bear interest at the greater of 10% or the maximum rate allowed by law. If two Parties owe each other for charges hereunder, the Party owing the greater amount in any payment period may pay to the other the net amount by which its payment exceeds the payment due to it for such period.
Clause type: loans
 Subject to the terms and conditions of this Agreement, the Bank agrees to make Advances to the Borrower from the date hereof until the Maturity Date, in aggregate principal amount at any time outstanding not to exceed the Revolving Maximum.
Clause type: loans
 (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising each Borrowing shall be in an aggregate principal amount which is an integral multiple of $1,000,000 and not less than $10,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable Commitments, as the case may be).
Clause type: headings
The headings employed in this Agreement are solely for the convenience and reference of the parties and are not intended to be descriptive of the entire contents of any paragraph and shall not limit or otherwise affect any of terms, provisions, or construction thereof.
Clause type: investment-company-act
 None of the Loan Parties is an “investment company” or an “affiliated person” or “promoter” of, or “principal underwriter” of or for, an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended.
Clause type: taxes
 Citizens is a State of Florida, legislatively created, governmental entity which does not pay federal excise or state sales taxes on direct purchases of tangible personal property. Vendor represents and warrants that it is an independent contractor for purposes of federal, state, and local employment taxes. Vendor agrees that Citizens is not responsible to collect or withhold any federal, state, or local employment taxes, including personal property tax, income tax withholding, and social security contributions, for Vendor or Vendor Staff. Any and all taxes, interest or penalties, including personal property tax or any federal, state, or local withholding or employment taxes, imposed, assessed, or levied as a result of this Agreement shall be paid or withheld by Vendor or, if assessed against and paid by Citizens, shall be immediately reimbursed by Vendor upon demand by Citizens.
Clause type: interest
 The Government will pay or transfer to MCC, in accordance with the Program Implementation Agreement, any interest or other earnings that accrue on MCC Funding prior to such funding being used for a Program purpose.
Clause type: base-salary
 Effective January 1, 2005 and until the expiration of the term set forth in Section 2 above, Employer agrees to pay Executive a base salary of at least One Hundred and Eighty-Five Thousand Dollars ($185,000) per year in semi-monthly installments on the same dates the other senior officers of Employer are paid.
Clause type: investments
 It shall not directly or indirectly, hold, own or invest in or commit or agree to hold or invest in, or purchase or otherwise acquire or commit or agree to purchase or otherwise acquire any Investment, except for Permitted Investments and Permitted Acquisitions.
Clause type: investment-company-act
 Borrower is not (a) an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended; (b) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or a “subsidiary company” within the meaning of the Public Utility Holding Company Act of 1935, as amended; or (c) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money.
Clause type: ownership_of_shares
 Seller is the registered and beneficial owner of the Shares and has sole power over the disposition of the Shares. The Shares are legally and validly issued and fully paid and non-assessable Ordinary Shares of the Company, free of preemptive rights.