bhaskrr/legal-clauses huggingface dataset:
Clause type: board
 (a) (i) Except as otherwise provided hereunder, the business and affairs of the Company shall be managed by or under the direction of the Board, which shall, subject to Section 7.1(a)(iv), consist of eight (8) individuals designated as directors of the Company (the “Directors”) as follows: (A) subject to Section 7.1(a)(iv), each Initial Designating Member shall be entitled to designate one (1) Director, (B) a Majority in Interest shall elect three (3) Directors, each of whom shall be Independent Directors, and (C) the Chief Executive Officer of the Company shall be a Director.
Clause type: assignment
This Agreement may not be assigned or otherwise transferred by either party without the written consent of the other party except that either party without such consent may assign or sell the license (i) in connection with the transfer or sale of all or substantially all of its business assets to a Third Party, or (ii) in the event of its merger or consolidation with another company, or (iii) to an Affiliate. Any purported assignment in violation of this clause shall be void. Any permitted assignee shall assume all the obligations of its assignor under this Agreement. No assignment shall relieve either party of its responsibility for the performance of any obligation that such party has accrued hereunder as of the date of assignment.
Clause type: assignment
The Company shall not assign this Agreement or any rights or obligations hereunder (whether by direct or indirect change of control, operation of law or otherwise). The Purchaser may assign some or all of its rights hereunder to its Affiliates that share a common discretionary investment adviser with the Purchaser without the consent of the Company if in compliance with this Agreement and applicable law, in which event such assignee shall be deemed to be the Purchaser hereunder with respect to such assigned rights and shall be bound by the terms and conditions of this Agreement that apply to the Purchaser; provided, however, that to the extent the Company after the Closing is required by this Agreement to act or refrain from acting at the direction of the Purchaser, the Company shall only be required to act or refrain from acting by the direction of a majority of the Purchased Shares however held among Purchaser and its permitted assigns.
Clause type: severability
If any provision of this Agreement, or the application thereof to any person or circumstance is held invalid or unenforceable, the remainder of this Agreement, and the application of such provision to other persons or circumstances, shall not be affected thereby, and to such end, the provisions of this Agreement are agreed to be severable.
Clause type: miscellaneous
No provision of this Agreement may be modified or ------------- waived unless such waiver or modification is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Delaware (other then its internal conflict of laws) and this Agreement shall be an instrument under seal. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under Sections 6, 7, 8 and 14 shall survive the expiration of the term of this Agreement. The Company shall have no right of setoff against any payments required to be made by the Company hereunder, and any claims by the Company against the Executive may not be set off and must be made against the Executive in an independent proceeding. Nothing herein shall adversely affect any of the Executive's rights under the terms of any option, employee benefit plan or agreement, including without limitation the Long-Term Deferred Cash Incentive Plan, the Supplemental Executive Retirement Plan, the Senior Executive Supplemental Umbrella Pension Plan, the Company's Salary and Retirement Plan for Management Employees and the Employee Stock Ownership Plan and Trust, or any offer letter or employment agreement, subject to the controlling provisions of Sections 5.3 and 6. Nothing in this Agreement shall detract from or limit the Executive's right to participate in any stock option, bonus or other plan which may become applicable to executives of the Company resulting from any merger of consolidation of the Company or sale of all or substantially all of the ...
Clause type: dividends
 For the payment of any dividends or other distributions to shareholders declared pursuant to the Governing Documents of the Fund; 6)
Clause type: taxes
 The Borrower and its Subsidiaries have filed all federal and other tax returns and reports required to be filed, and have paid all federal and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable unless such unpaid taxes and assessments would constitute a Permitted Lien.
Clause type: base-salary
 The Executive shall be paid a fixed salary ("Base Salary") of $450,000 per annum as of the effective date of this Agreement. The Base Salary amount is subject to periodic review by the Board or the HRC (which shall occur at least annually, with the first such review to take place in May 1999). Base Salary shall be payable in accordance with the customary payroll practices of the Companies, but in no event less frequently than monthly.
Clause type: ownership_of_shares
 The Shareholder owns of record and beneficially the Shares, and has, and immediately prior to the Closing the Shareholder will have, good and marketable title to the Shares free and clear of all Liens, other than the agreements and commitments contained herein or contemplated hereby.
Clause type: board
 The Board of Directors is comprised of David J. Arthur, Jonathan P. Northrup, Tess Burleson, Arnold Hanish, Paul Lammers, Bruce C. McCreedy and William K. McVicar. The qualifications of the persons serving as board members and the overall composition of the Board of Directors comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder applicable to the Company and the rules of the Trading Market. At least one member of the Board of Directors qualifies as a “financial expert” as such term is defined under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and the rules of the Trading Market. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent” as defined under the rules of the Trading Market.
Clause type: capitalization
 (a) The authorized Parent Shares consist of 280,000,000 shares of common stock, par value $0.001 per share and 10,000,000 shares of preferred stock, par value $0.001 per share, of which no Parent Shares are issued and outstanding as of the close of business on the date of this Agreement.
Clause type: capitalization
 As of the date hereof, the authorized capital stock of the Company consists of, 200,000,000 shares of the Common Stock, par value $0.001 per share, of which as of the date hereof, 37,074,040 shares are issued and outstanding, and 10,000,000 shares of blank check preferred stock of which none are issued or outstanding as of the date hereof. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as disclosed in the Company’s publicly available filings with the SEC or as otherwise set forth on Schedule 4.3:
Clause type: entire
Agreement. This Agreement constitutes the entire agreement between the Company and the Stockholder (other than the Securities Purchase Agreement and the other Transaction Documents) with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the Company and the Stockholder with respect to the subject matter hereof.
Clause type: payment
 The JBE will pay each correct, itemized invoice received from Contractor after acceptance of the applicable Goods, Services, or Deliverables, in accordance with the terms of this Agreement.
Clause type: compensation
 The Bank shall pay to the Executive compensation for his services during the Term of Employment as follows:
Clause type: investment-company-act
 None of the Seller, the Issuer or the Holding Trust is an “investment company” or a company “controlled by an investment company” within the meaning of the Investment Company Act. The Issuer and the Holding Trust will rely on an exclusion or exemption from the definition of “investment company” under the Investment Company Act contained in Section 3(c)(6) of the Investment Company Act and Section 3(c)(5) of the Investment Company Act, respectively, although there may be additional exclusions or exemptions available to the Issuer and the Holding Trust. Neither the Issuer nor the Holding Trust is a “covered fund” for purposes of the Volcker Rule.
Clause type: payment_terms
 (a) Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount to be paid or reimbursed by a Party (and/or a member of such Party’s Group), on the one hand, to the other Party (and/or a member of such Party’s Group), on the other hand, under this Agreement shall be paid or reimbursed hereunder within sixty (60) days after presentation of an invoice or a written demand therefor and setting forth, or accompanied by, reasonable documentation or other reasonable explanation supporting such amount.
Clause type: taxes
 (a) Any and all payments by the Borrowers hereunder or under the Notes to each Indemnified Party shall be made, in accordance with Section 2.19, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding all taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, imposed by the jurisdiction under the laws of which such Indemnified Party is organized, domiciled, resident or doing business, or any political subdivision thereof or by any jurisdiction in which such Indemnified Party holds any interest in connection with this Agreement or any Note (including, without limitation, in the case of each Lender, the jurisdiction of such Lender's lending office) or any political subdivision thereof, other than by any jurisdiction with which the Indemnified Party's connection arises solely from having executed, delivered or performed obligations or received a payment under, or enforced, this Agreement or any Note (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note to any Indemnified Party, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.20) such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make or cause to be made such deductions and (iii) such Borrower shall pay or cause to be paid the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law, provided that the Borrowers shall not be required to pay any additional amount (and shall be relieved of any liability with respect thereto) pursuant to this subsection (a) to any Indemnified Party that either (A) on the date such Lender became an Indemnified Party hereunder, (I) was not entitled to submit a U.S. Internal Revenue Service form 1001 (relating to such Indemnified Party, and entitling it to a complete exemption from United States withholding taxes on all amounts to be received by such Indemnified Party pursuant to this Agreement) and a U.S. Internal Revenue Se...
Clause type: base-salary
 Executive's initial base salary shall be One Hundred Eighty-Five Thousand Dollars ($185,000) per year ("Base Salary"), which Base Salary shall be payable in accordance with the Company's standard payroll practices and policies for executive officers and shall be subject to such withholdings as required by law or as otherwise permissible under such practices or policies. The Base Salary shall be subject to periodic increases (but not decreases) as determined by the Board.
Clause type: compensation
 Compensation payable to Broker/Dealer on sales of the Insurance Policies sold by Registered Representatives will be paid to the Selling Entity Broker/Dealer designates, in accordance with the compensation schedule(s) set forth on the Schedule Pages. Such Schedule Pages may be amended from time to time and compensation will be paid in accordance with the compensation schedule in effect at the time the premium payments are received by the applicable Insurance Company (in the case of annuities) or at the time the applications are received (in the case of life insurance). The Insurance Companies and Underwriter reserve the privilege of revising the compensation schedules set forth in the Schedule Pages at any time with reasonable prior written notice to Broker/Dealer.
Clause type: investment-company-act
 Neither Parent Guarantor, nor Borrower nor any Subsidiary of Borrower or Parent Guarantor is an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.
Clause type: termination
Any party may terminate this Agreement at any time upon five days' prior written notice to the other party; provided, however, that if the Broker-Dealer is Merrill Lynch, Pierce, Fenner & Smith Incorporated neither Merrill Lynch, Pierce, Fenner & Smith Incorporated nor the Auction Agent may terminate this Agreement without first obtaining the prior written consent of the Fund to such termination, which consent shall not be withheld unreasonably. This Agreement shall automatically terminate upon the redemption of all outstanding Preferred Shares or upon termination of the Auction Agent Agreement.
Clause type: assignment
This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, except that neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated by any Party without the prior written consent of the other Parties, which consent will not be unreasonably withheld. Notwithstanding the foregoing, (i) Buyer may assign in whole or in part its rights and obligations pursuant to this Agreement to one or more of their Affiliates, (ii) Buyer may assign this Agreement and its rights and obligations under this Agreement in connection with a merger or consolidation involving Buyer, or in connection with a sale of substantially all of the equity or assets of Buyer or other disposition of substantially all of the Business provided the assignment will not relieve Buyer of its obligations pursuant to this Agreement, and (iii) Buyer may assign any or all of its rights pursuant to this Agreement or the Transaction Documents, including its rights to indemnification, to any of its lender(s) as collateral security.
Clause type: ownership_of_shares
 All of the Shares of the Company are owned by Seller, free and clear of all liens, encumbrances, charges, assessments and adverse claims of any kind whatsoever. Seller has not pledged, hypothecated or otherwise granted or assigned any interest in, or otherwise restricted the transfer of, any of the Shares. The issued and outstanding Shares have been validly issued and are free of any preemptive rights. There are no outstanding or authorized subscriptions, options, warrants, calls, rights, commitments or any other agreements or arrangements of any character obligating the Company to issue any additional Shares or any other securities convertible into or evidencing the right to subscribe for any Shares. There are no limits or restrictions of any kind on the voting of any of the Shares. All of the Shares were issued in compliance with all applicable state and federal securities laws.
Clause type: interest
 In the event that (1) by July 7, 1997, a registration statement has not been filed with the Securities and Exchange Commission with respect to the proposed Registered Exchange Offer or the resale of the Initial Notes, then Coleman Escrow Corp., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Company"), promises to pay interest on this Security from and including July 7, 1997 until but excluding the earlier of (i) the date such registration statement is filed and (ii) November 17, 1997, or (2) by November 17, 1997, neither (i) a Registered Exchange Offer is consummated nor (ii) a Shelf Registration Statement with respect to the resale of the Initial Notes is declared effective, the Company promises to pay interest on this Security from and including, November 17, 1997 until but excluding the earlier of (i) the consummation of the Registered Exchange Offer and (ii) the effective date of such Shelf Registration Statement, in each case payable in cash semiannually in arrears on May 15 and November 15, commencing November 15, 1997, at a rate per annum equal to 0.50% of the Accreted Value of this Security as of the Semi-Annual Accrual Date immediately preceding the date on which such interest is payable. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Except as provided above, there will be no periodic payments of interest. The Company shall pay interest on overdue Principal at the rate of 137/8% per annum, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.
Clause type: indemnification
(a) The Company agrees to indemnify and hold harmless the Holder and each person, if any, who controls the Holder within the meaning of the Securities Act ("Distributing Holder") against any losses, claims, damages or liabilities, joint or several (which shall, for all purposes of this Agreement, include, but not be limited to, all reasonable costs of defense and investigation and all reasonable attorneys' fees), to which the Distributing Holder may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, or any related preliminary prospectus, final prospectus or amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, preliminary prospectus, final prospectus or amendment or supplement thereto in reliance upon, and in conformity with, written information furnished to the Company by the Distributing Holder, specifically for use in the preparation thereof. This Section 6(a) shall not inure to the benefit of any Distributing Holder with respect to any person asserting such loss, claim, damage or liability who purchased the Registrable Securities which are the subject thereof if the Distributing Holder failed to send or give (in violation of the Securities Act or the rules and regulations promulgated thereunder) a copy of the prospectus contained in such Registration Statement to such person at or prior to the written confirmation to such person of the sale of such Registrable Securities, where the Distributing Holder was obligated to do so under the Securities Act or the rules and regulations promulgated thereunder. This indemnity agreement will be in addition to any liability which the Company may otherwise have.
Clause type: compensation
 For the services to be rendered and the expenses assumed by the Manager, the Fund shall pay to the Manager monthly compensation of the sum of the amounts determined by applying the following annual rates to the Fund's average daily net assets: 1.0% of the first $30 million of the Fund's average daily net assets, .75% of the Fund's average daily net assets of the next $95 million of average daily net assets, and .70% of the average daily net assets in excess of $125 million. Except as hereinafter set forth, compensation under this Agreement shall be calculated and accrued daily and the amounts of daily accruals shall be paid monthly. If this Agreement becomes effective subsequent to the first day of a month or shall terminate before the last day of a month, compensation for that part of the month this Agreement is in effect shall be prorated in a manner consistent with the calculation of fees set forth above. Payment of the Manager's compensation for the preceding month shall be made as promptly as possible after completion of the computations contemplated above.