bhaskrr/legal-clauses huggingface dataset:
Clause type: notices
All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be deemed to have been given if delivered personally, mailed by certified mail (return receipt requested) or sent by cable, telegram, telecopier or recognized overnight delivery service to the parties at the following addresses or at such other addresses as specified by the parties by like notice: If to Investor: Atrix Laboratories, Inc. 2579 Midpoint Drive Fort Collins, Colorado 80525 Attn: Dr. Charles P. Cox, Senior Vice President of Corporate Development Fax: (970) 482-9765 Phone: (970) 482-5868 With a copy to: Morrison & Foerster LLP 370 17th Street, Suite 5200 Denver, Colorado 80202 Attn: Warren L. Troupe, Esq. Fax: (303) 592-1510 Phone: (303) 592-1500 If to CGPI: CollaGenex Pharmaceuticals, Inc. 41 University Drive Newtown, PA 18940 Attn: Brian M. Gallagher, Ph.D. Chairman, President and Chief Executive Officer Telephone: (215) 579-7388 Facsimile: (215) 579-8577 With a copy to: William J. Thomas, Esq. Hale and Dorr LLP 650 College Road East Princeton, New Jersey 08540 Notice so given shall be deemed given and received (i) if by mail on the fourth calendar day after posting; (ii) by cable, telegram, telecopier, telex of personal delivery on the date of actual transmission or (as the case may be) personal or other delivery or one business day after transmission (if transmitted and received on a non-business day); and (iii) if by overnight courier, on the next business day following the day such notice is delivered to the courier service.
Clause type: grant_of_option
 This agreement evidences the award by Bellerophon Therapeutics LLC, a Delaware limited liability company (the “Company”), on [ ], 201[ ] (the “Grant Date”) to [ ], (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2014 Equity Incentive Plan (the “Plan”), a total of [ ] Non-Voting Units (as defined in the Plan) of the Company (each a “Unit” and together, the “Units”). The exercise price of this option, as determined by the Board of Directors (the “Board”), is $[ ] per Unit. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on the ten-year anniversary of the Grant Date (such date, the “Final Exercise Date”). It is intended that the option evidenced by this agreement shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms. Any terms not defined in this agreement shall have the meaning assigned to them in the Plan.
Clause type: miscellaneous
11.1. This Agreement shall be binding upon and inure to the benefit of the parties respective successors and assigns.
Clause type: entire
Agreement. This Agreement constitutes the entire understanding and agreement of the Fund, on the one hand, and the Custodian, on the other, with respect to the subject matter hereof and accordingly, supersedes as of the effective date of this Agreement any custodian agreement heretofore in effect between each Fund and the Custodian.
Clause type: ownership_of_shares
 Seller is the sole record owner of the Shares set forth opposite such Seller's name on Schedule I attached hereto. Seller has good, valid and marketable title to such Shares and the absolute right to deliver the Shares in accordance with this Agreement, free and clear of all Liens. The transfer of the Shares to the Company in accordance with the terms of this Agreement will transfer good, valid and marketable title to the Shares owned by Seller to the Company, free and clear of all Liens.
Clause type: assignment
This Agreement is for the unique personal services of Employee and is not assignable or delegable in whole or in part by Employee without the consent of the Board of Directors of the Company. This Agreement may be assigned or delegated in whole or in part by the Company and, in such case, the terms of this Agreement shall inure to the benefit of, be assumed by, and be binding upon the entity to which this Agreement is assigned.
Clause type: taxes
 Except as would not have a Parent Material Adverse Effect, PNM and each of its Significant Subsidiaries (i) have duly and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them as of the date hereof and all such filed Tax Returns are complete and accurate in all respects; (ii) (A) have timely paid all Taxes that are shown as due on such filed Tax Returns, except with respect to matters contested in good faith and (B) no penalties or charges are due with respect to the late filing of any Tax Return required to be filed by or with respect to any of them on or before the Effective Time; (iii) with respect to any filed Tax Returns, have not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency; (iv) as of the date hereof, does not have any deficiency, or any such audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters pending or proposed or threatened in writing; and (v) has not been or is not a party to any Tax sharing agreement or similar arrangement. Except as would not have a Parent Material Adverse Effect when aggregated with the preceding sentence, neither PNM nor any PNM Subsidiary (x) has engaged in any intercompany transaction within the meaning of Treasury Regulation Section 1.1502-13 for which any income or gain remains unrecognized and (y) has constituted a "distributing corporation" in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (1) in the past 24-month period, or (2) in a distribution which could otherwise constitute part of a "plan" or "series of related transactions" within the meaning of Section 355(e) of the Code, in each case, excluding any transactions described in Section 355(e)(3) of the Code.
Clause type: taxes
 The Company and its subsidiaries, and to the knowledge of the Company, William Hill and its subsidiaries have paid or made provision for the payment of all federal, state, local and foreign taxes that are due and payable, except for amounts the Company, William Hill or their respective subsidiaries are contesting in good faith and for which adequate reserves have been made in accordance with GAAP or where the failure to pay would not reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries and, to the knowledge of the Company, William Hill and its subsidiaries have filed all tax returns required to be filed through the date hereof, except where the failure to file would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in each of the Registration Statement, the Time of Sale Information and the Prospectus, there is no tax deficiency that has been, or could reasonably be expected to be, asserted against the Company or its subsidiaries or their respective properties or assets, or to the knowledge of the Company, William Hill or any of its subsidiaries or any of their respective properties or assets, except for such deficiencies that would not reasonably be expected to result in a Material Adverse Effect.
Clause type: ownership_of_shares
 The Stockholder holds of record and owns beneficially and will hold of record and own beneficially through the date this Agreement is terminated pursuant to Section 5.1 herein the Subject Common Shares, free and clear of any restrictions on transfer (other than restrictions under applicable securities laws), Liens, options, warrants, purchase rights, contracts, commitments, equities, claims and demands, except as provided in this Agreement. The Subject Common Shares represent all of the shares of Common Stock of Clinical Data owned by the Stockholder, as of the date hereof. The Stockholder has not appointed or granted any proxy inconsistent with this Agreement, which appointment or grant is still effective, with respect to the Subject Common Shares.
Clause type: loans
 On each Interest Payment Date, the Borrowers shall pay interest in respect of the outstanding principal amount of each Loan at a rate per annum equal at all times during the Interest Period for such Loan to LIBOR for such Interest Period plus the Applicable Margin; provided that if any circumstance in Section 2.3(b)(iii), Section 2.3(b)(iv) or Section 2.3(b)(v) occurs which results in any Loan being maintained on a basis other than LIBOR, the Borrowers shall pay interest in respect of the outstanding principal amount of such Loan at a rate per annum equal to the alternative rate identified in Section 2.3(b)(iii), Section 2.3(b)(iv) or Section 2.3(b)(v), as applicable plus the Applicable Margin at the end of each Fiscal Quarter or at such other times as may be reasonably determined by the Administrative Agent.
Clause type: interest
 Any late Rent shall bear interest from the date due until paid at the annual rate of the Bank of America (or its successor) prime rate of interest plus four percent (4%) per annum (the “Default Rate”) except to the extent such interest would cause the total interest to be in excess of that legally permitted. Payment of interest shall not cure Tenant’s payment default or prevent Landlord from exercising other rights and remedies. No interest under this Section 4.04 shall accrue until Landlord provides notice of such late payment to Tenant and five (5) days elapse from such notice without Tenant having made such payment; provided, however, that Landlord shall not be required to give such notice more than one time in any 12-month period.
Clause type: taxes
 The Borrower and its Subsidiaries have filed all United States Federal income tax returns and all other material tax returns which are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Borrower or any Subsidiary. The charges, accruals and reserves on the books of the Borrower and its Subsidiaries in respect of taxes or other governmental charges are, in the opinion of the Borrower, adequate.
Clause type: headings
Headings contained in this Agreement are inserted for reference and convenience only and in no way define, limit, extend or describe the scope of this Agreement or the meaning or construction of any of the provisions hereof.
Clause type: whereas
the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised of one share of Common Stock (as defined below) and one-third of one Public Warrant (as defined below) (the “Units”) and, in connection therewith, has determined to issue and deliver up to 14,375,000 warrants (including up to 1,875,000 warrants subject to the Over-allotment Option) to public investors in the Offering (the “Public Warrants” and, together with the Private Placement Warrants, the “Warrants”). Each whole Warrant entitles the holder thereof to purchase one share of Class A common stock of the Company, par value $0.0001 per share (“Common Stock”), for $11.50 per share, subject to adjustment as described herein; and
Clause type: now
THEREFORE in consideration of the above and the mutual warranties, representations, covenants, and agreements set forth herein, the Parties agree as follows:
Clause type: compensation
 (a) Stephens shall bear all expenses in connection with the performance of its services under this Agreement, except those enumerated in Paragraph 5(a)(2) below.
Clause type: definitions
1 SECTION 1.2 Other Definitions. . . . . . . . . . . . . . . . . . . . . . . 5 SECTION 1.3 Incorporation by Reference of Trust Indenture Act. . . . . . . 6 SECTION 1.4 Rules of Construction. . . . . . . . . . . . . . . . . . . . . 6
Clause type: base-salary
 The Company shall pay the Employee an annual base salary of US$ 150,000. The Employee’s salary shall be payable in accordance with the normal payroll practices of the Company and shall be subject to applicable withholdings, deductions and taxes. Base salary may be adjusted on an annual basis.
Clause type: dividends
 In the case of the Borrower, permit its Subsidiaries to pay dividends and cause such dividends to be paid to the extent required to pay the monetary Obligations, subject to restrictions permitted by Section 6.09(c) and to prohibitions imposed by applicable requirements of law.
Clause type: assignment
This Agreement may not be assigned by either party hereto without the consent of the other, and any purported assignment without such consent shall be void.
Clause type: taxes
 Except where the failure to pay or file or where such deficiency, liability or lien would not reasonably be expected to have a Material Adverse Effect and except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been established by the Company, the Company and its subsidiaries have paid all federal, state, local and foreign taxes and filed all tax returns required to be paid or filed through the date hereof (after considering any applicable extension). The charges, accruals and reserves on the books of the Company in respect of any income and corporation tax liability for any years not finally determined are, to the Company’s knowledge, adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not, individually or in the aggregate, result in a Material Adverse Effect.
Clause type: ownership_of_shares
 Such Stockholder is the record or beneficial owner of, and has good title to, the Subject Shares set forth opposite its name on Schedule I. Such Stockholder, together with its affiliates, has sole voting power, and sole power of disposition, with respect to all of its Subject Shares. The Subject Shares, including any shares of Company Common Stock issuable on conversion of or in exchange for shares of Company Preferred Stock, are all the securities of the Company owned, either of record or beneficially, by such Stockholder as of the date hereof, except with respect to the right to receive dividends payable "in kind" on shares of Company Preferred Stock. The Subject Shares owned by such Stockholder are free and clear of all Liens, other than any Liens created by this Agreement. The Stockholder has not appointed or granted any proxy inconsistent with this Agreement, which appointment or grant is still effective, with respect to the Subject Shares.
Clause type: severability
Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.
Clause type: base-salary
 The base salary of the Executive for his services pursuant to the terms of this Agreement shall be $46,000 per year, payable in equal bi-monthly installments, or on such other terms as may mutually be agreed upon by the Company and Executive. Executive's base salary shall be subject to an automatic cost-of-living increase of five percent (5%) on each anniversary of this Agreement, and shall be subject to periodic increase by the Compensation Committee of the Board of Directors in its discretion.
Clause type: interest
 All interest and other income earned on the Earnest Money deposited with Escrow Agent hereunder shall be reported for income tax purposes as earnings of Purchaser. Purchaser’s taxpayer identification number is 30-0734476.
Clause type: assignment
You shall not, without the prior written consent of us, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these terms and conditions.
Clause type: taxes
 Each Borrower has filed, and has caused each Material Subsidiary to file, all federal, state and local tax returns and other reports and all other tax returns required to be filed, whether in the United States or in any foreign jurisdiction, that such Borrower and each such Material Subsidiary is required by law to file and have paid all taxes and other similar charges that are due and payable pursuant to such returns and reports, except (a) to the extent any of the same are being contested in good faith by appropriate proceedings promptly initiated and diligently conducted, and with respect to which adequate reserves have been set aside on the books of such Person in accordance with Agreement Accounting Principles, or (b) to the extent the failure to file such tax returns or to pay such taxes or other similar charges could not reasonably be expected to have a Material Adverse Effect.
Clause type: insurance
The Company and each of its Subsidiaries carry, or are covered by, insurance in such amounts and covering such risks as the Company and each of its Subsidiaries reasonably believe are adequate for the conduct of their properties and as is customary for companies engaged in similar businesses in similar industries.
Clause type: loans
 (a) An accurate list of the Deposit Related Loans has previously been delivered to Purchaser. Such list will be updated to include an accurate list of such Loans as of the Closing Date. With respect to each such Deposit Related Loan:
Clause type: capitalization
 (a) The authorized capital stock of the Company consists solely of 30,000,000 shares of Company Common Stock, and 10,000,000 shares of preferred stock, no par value ("COMPANY PREFERRED STOCK"). As of the date hereof: (i) 10,671,503 shares of Company Common Stock are issued and outstanding, no shares of Company Common Stock are held in treasury, and no shares of Company Preferred Stock are issued and outstanding; and (ii) 248,600 shares of Company Common Stock are reserved for purchase pursuant to the Company Option Plans. All of the outstanding shares of Company Common Stock are, and all shares of Company Common Stock which may be issued prior to the Effective Time upon exercise of any option or other right will be, validly issued, fully paid and nonassessable and free of preemptive rights. Except as set forth above, as of the date hereof there are outstanding no shares of capital stock or other voting securities of the Company and no equity equivalent interests in the ownership or earnings of the Company or the Company Subsidiaries. All of the outstanding shares of capital stock, or other ownership interest, of each Company Subsidiary are validly issued, fully paid and nonassessable, and are owned by the Company or another Company Subsidiary free and clear of all security interests, liens, claims, pledges, charges or other encumbrances of any nature whatsoever.
Clause type: insurance
Evidence of insurance coverage, as required in the "Covenants" section of this Agreement.
Clause type: definitions
(a) Capital terms used herein without definition are used as defined in the Credit Agreement.
Clause type: taxes
 All Taxes, if any, due and payable on or before the Closing Date in connection with the execution, delivery, recording and filing of this Agreement or any other Operative Document, or any document or instrument contemplated thereby shall have been duly paid in full.
Clause type: whereas
the Trust is authorized to issue shares of beneficial interest in separate series, each having its own investment objective or objectives, policies and limitations;
Clause type: confidentiality
Each of the Purchaser and the Seller shall employ proper procedures and standards designed to maintain the confidential nature of the terms of this Agreement, except to the extent: (a) the disclosure of which is reasonably believed by such party to be required in connection with regulatory requirements or other legal requirements relating to its affairs; (b) disclosed to any one or more of such party's employees, officers, directors, agents, attorneys or accountants who would have access to the contents of this Agreement and such data and information in the normal course of the performance of such Person's duties for such party, to the extent such party has procedures in effect to inform such Person of the confidential nature thereof; (c) that is disclosed in a prospectus, prospectus supplement or private placement memorandum relating to a securitization of the Mortgage Loans by the Purchaser (or an affiliate assignee thereof) or to any Person in connection with the resale or proposed resale of all or a portion of the Mortgage Loans by such party in accordance with the terms of this Agreement; and (d) that is reasonably believed by such party to be necessary for the enforcement of such party's rights under this Agreement. Notwithstanding any other express or implied agreement to the contrary, each of the Purchaser and the Seller agree and acknowledge that each of them and each of their employees, representatives, and other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to any of them relating to such tax treatment and tax structure, except to the extent that confidentiality is reasonably necessary to comply with U.S. federal or state securities laws. For purposes of this paragraph, the terms "tax treatment" and "tax structure" have the meanings specified in Treasury Regulation section 1.6011-4(c).
Clause type: whereas
the Distributor is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is a member of the National Association of Securities Dealers, Inc. (the “NASD”);
Clause type: severability
If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.
Clause type: compensation
 RECEIVING PARTY shall continue to make all payments due and owing under Article III for Corporate Services not the subject of a Dispute and shall not off-set such fees by the amount of fees for Corporate Services that are the subject of the Dispute.
Clause type: definitions
Capitalized terms used in this Amendment, to the extent not otherwise defined herein, shall have the same meanings as in the Agreement, as amended hereby.
Clause type: taxes
 (a) All payments made by any Obligor hereunder or under any other Funding Document shall be made without set-off, counterclaim, deduction or other defense. All such payments shall be made free and clear of and without deduction for any present or future income, franchise, sales, use, excise, stamp or other taxes, levies, imposts, deductions, charges, fees, withholdings, restrictions or conditions of any nature now or hereafter imposed, levied, collected, withheld or assessed by any jurisdiction (whether pursuant to Federal, state, local or foreign law) or by any political subdivision or taxing authority thereof or therein, and all interest, penalties or additional amounts, excluding taxes on the net income of any Holder or the Agent imposed by the jurisdiction in which such Holder or the Agent is organized or any political subdivision thereof or taxing authority thereof or any jurisdiction in which such Person’s principal office is located or any political subdivision thereof or taxing authority thereof (such nonexcluded taxes, levies, imposts, deductions, charges, fees, withholdings, restrictions, conditions, interest, penalties and additional amounts being hereinafter collectively referred to as “Taxes”). If any Obligor shall be required to deduct or to withhold any Taxes from or in respect of any amount payable hereunder or under any other Funding Document,