bhaskrr/legal-clauses huggingface dataset:
Clause type: base-salary
 During the Employment Period, the Company shall pay to the Executive a base salary at the gross rate of $300,000 per annum, less required and authorized withholding and deductions (the “Base Salary”), payable in installments in accordance with the Company’s executive payroll policy. The Base Salary shall be reviewed annually, at the same time as for other senior officers of the Company, and increased, as determined by the Board in its discretion, but not decreased except as part of an across-the-board reduction in senior officer base salaries consistent with (on a percentage basis) reductions applicable to other senior officers of the Company, and any such increased (or decreased) amount shall be the Executive’s “Base Salary” for all purposes hereunder thereafter.
Clause type: termination
This Agreement and each of the obligations of the undersigned shall be null and void and without effect if a Closing does not occur prior to December 31, 2021.
Clause type: whereas
the Trust and the Adviser each represent that the Advisory Agreement permits the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act; and
Clause type: counterparts
This Agreement may be executed in any number of counterparts, including by electronic mail or facsimile, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a copy hereof containing multiple signature pages, each signed by one party, but together signed by both parties hereto.
Clause type: investment_company
 During the period of two years after the Closing Date, neither the Company nor any Guarantor will be or become an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act.
Clause type: insurance
Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all insurance policies of the Company and its Subsidiaries are in full force and effect and provide insurance in such amounts and against such risks as the Company reasonably has determined to be prudent, taking into account the industries in which the Company and its Subsidiaries operate. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action which, with notice or the lapse of time, would constitute such a breach or default, or permit termination or modification of, any of such insurance policies. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and to the Knowledge of the Company no notice of cancellation or termination, other than pursuant to the expiration of a term in accordance with the terms thereof, has been received with respect to any such policy.
Clause type: base-salary
 The Company shall pay the Executive an annual rate of base salary of $275,000.00 in periodic installments in accordance with the Company’s customary payroll practices, but no less frequently than monthly. The Executive’s annual base salary may be increased from time to time by the Compensation Committee, but may not be decreased without the Executive’s written consent. The Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as “Base Salary”.
Clause type: capitalization
 (a) All of the outstanding Fund Interests consist of (i) general partnership interests, which are not designated in terms of units; and (ii) 4,000,000 units of limited partnership interests.
Clause type: whereas
the Fund and the Distributor wish to enter into an agreement with each other, with respect to the continuous offering of the Fund's Shares from and after the date hereof in order to promote the growth of the Fund and facilitate the distribution of its Shares; and
Clause type: investments
 10.02 Administrative Agent’s Office; Certain Addresses for Notices A Loan Notice B Swing Line Loan Notice C-1 Term Note C-2 Revolving Credit Note D Compliance Certificate E Assignment and Assumption F Company Guaranty G Subsidiary Guaranty H Designated Borrower Request and Assumption Agreement I Designated Borrower Notice J Guarantor Release Certificate K Administrative Questionnaire L U.S. Tax Certificates M Letter of Credit Report N Swing Line Loan Report This CREDIT AGREEMENT (this “Agreement”) is entered into as of June 30, 2017, among FLEX LTD. (formerly Flextronics International Limited), a Singapore registered public company limited by shares and having company registration no. 199002645H, acting (subject to Section 10.20 hereof) through its Bermuda branch, having a principal place of business from which it conducts operations in accordance with its permit located at 16 Par-la-Ville Road, Hamilton HM08 Bermuda (the “Company”), certain Subsidiaries of the Company from time to time party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each Lender from time to time party hereto, and BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender. The Company has requested that the Lenders provide senior credit facilities, which are intended to replace and refinance the Existing Credit Agreement, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Clause type: notices
Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others’ address: If to the Company and/or any Guarantor: FiberTower Corporation 185 Berry Street, Suite 4800 San Francisco, CA 94107 Fax: 415-659-0007 Attention: Chief Financial Officer With a copy (which shall not constitute notice) to: Andrews Kurth LLP 600 Travis Street, Suite 4200 Houston, TX 77002 Fax: 713-238-7111 Attention: W. Mark Young, Esq. If to the Trustee and/or Collateral Agent: Wells Fargo Bank, National Association Corporate Trust Services 1445 Ross Avenue, 2nd Floor Dallas, TX 75202-2812 Fax: 214-777-4086 Attention: Patrick T. Giordano The Company, any Guarantor or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications. All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. If the Company or a Guarantor mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.
Clause type: insurance
Maintain insurance with financially sound and reputable insurance companies against at least such risks and in at least such amounts as are customarily maintained by similar businesses and as may be required by Applicable Law (including, without limitation, hazard and business interruption insurance). On the Closing Date and from time to time thereafter deliver to the Administrative Agent upon its request information in reasonable detail as to the insurance then in effect, stating the names of the insurance companies, the amounts and rates of the insurance, the dates of the expiration thereof and the properties and risks covered thereby.
Clause type: payment
 Progress payments shall be made based upon quarterly requests submitted. The amounts of all such progress payments shall be limited exclusively to allowable costs and shall be based upon verified progress in completing the performance. Each request should state the period being requested and should be submitted on Utah AIDS Foundation’s standard billing form. All requests should reference Prime Contract No. NO1-LM-1-3514. The final 10% of the award will be paid upon receipt of the final report of the project and an invoice for the final 10%. Invoices shall be delivered to: Claire Hamasu, Associate Director NN/LM-MidContinental Region Eccles Health Sciences Library 10 North 1900 East, Building 589 Salt Lake City, Utah 84112-5890
Clause type: investment-company-act
 Neither AGM nor any member of the Apollo Operating Group is an “investment company” within the meaning of the Investment Company Act of 1940.
Clause type: representations
and Warranties. The representations and warranties of ALC set forth in Article III hereof that are not qualified as to materiality shall be true and correct in all material respects as of the date of this Agreement (except to the extent such representations and warranties speak as of an earlier date) and as of the Closing Date as though made on and as of the Closing Date; the representations and warranties of set forth in Article III hereof that are qualified as to materiality shall be true and correct in all respects as if made on such date as of the date of this Agreement (except to the extent such representations and warranties speak as of an earlier date) and as of the Closing Date as though made on and as of the Closing Date.
Clause type: dividends
 The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in cash, property, or its own shares pursuant to law and subject to the provisions of the Articles of Incorporation.
Clause type: taxes
 All amounts paid under this Agreement (including, without limitation, Base Salary) shall be reduced by all applicable state and federal tax withholdings and any other withholdings required by any applicable jurisdiction.
Clause type: investments
 Make any Investments, except the following (“Permitted Investments”):
Clause type: entire
Agreement. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof. There are no agreements, representations, warranties, covenants or understandings with respect to the subject matter hereof or thereof other than those expressly set forth herein and therein. This Agreement supersedes all other prior agreements and understandings between the parties with respect to such subject matter.
Clause type: definitions
For purposes of this Agreement, the terms defined in this Article shall have the meanings specified below:
Clause type: dividends
 Declare or pay cash dividends upon any of its stock or distribute any of its property or redeem, retire, purchase or acquire directly or indirectly any of its stock;
Clause type: loans
 From: Kosmos Energy Finance International (the “Borrower”) To: BNP PARIBAS (the “Facility Agent”) Dated: Dear Sirs
Clause type: miscellaneous
Subject to Section 19, this Agreement shall inure to the benefit of, and be binding upon, City Bodies and Developer, and their respective successors and assigns. This Agreement may be signed in one or more counterparts, each of which shall constitute one and the same instrument. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Indiana. All proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts in Hamilton County, Indiana, or the federal courts with venue that includes Hamilton County, Indiana. Developer waives, to the extent permitted under applicable law: (a) the right to a trial by jury; and (b) any right Developer may have to: (i) assert the doctrine of “forum non conveniens”; or (ii) object to venue. This Agreement may be modified only by a written agreement signed by City, Building Corp, RDC, EDC, and Developer. The invalidity, illegality, or unenforceability of any one or more of the terms and conditions of this Agreement shall not affect the validity, legality, or enforceability of the remaining terms and conditions hereof. All Exhibits to this Agreement are attached hereto and incorporated herein by reference. Time is of the essence in this Agreement. If any provision of this Agreement or application to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances, other than those as to which it is so determined invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law; provided that, in lieu of such invalid or unenforceable provision, there will be added to this Agreement a provision as similar to the invalid or unenforceable provision as is possible to reflect the intent of the parties and still be valid and enforceable. The captions in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, or describe the scope of this Agreement or the scope or content of any of its provisions. Nothing contained in this Agreement shall be construed to create a partnership or joint venture between Developer, City, Building Corp., EDC, and RDC or their successors in interest. Unless otherwise specified, in computing any period of time described h...
Clause type: investment_company
 The Company is not, and is not an Affiliate of, and immediately following the Closing will not have become, an “investment company,” an Affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: miscellaneous
Section 6.01. The Minister of Finance of the Recipient is designated as representative of the Recipient for the purposes of Section 11.02 of the Grant Regulations.
Clause type: investments
 (i) Other than in accordance with the investment policies of the Company or any of its Subsidiaries in effect on the date hereof or in securities transactions as provided in (ii) below, make any investment either by contributions to capital, property transfers or purchase of any property or assets of any Person or (ii) other than purchases of direct obligations of the United States of America or obligations of United States government agencies which are entitled to the full faith and credit of the United States of America, in any case with a remaining maturity at the time of purchase of 18 months or less, purchase or acquire securities of any type; provided, however, that in the case of investment securities, the Company may purchase investment securities if, within two (2) Business Days after the Company requests in writing (which request shall describe in detail the investment securities to be purchased and the price thereof) that Parent consent to making of any such purchase, Parent has approved such request in writing or has not responded in writing to such request.
Clause type: counterparts
This Agreement may be executed and delivered in any number of separate counterparts (including by facsimile or electronic mail), each of which shall be an original, but all of which together shall constitute one and the same agreement.
Clause type: ownership_of_shares
 As of the date hereof, none of ------------------- the Acquiror Companies owns any Shares.
Clause type: investments
 To purchase, sell and sell short securities of any kind including, without limitation, common and preferred stocks, bonds, call options, put options, futures contracts, debentures, notes, bank certificates of deposit, bankers' acceptances, mortgage-backed securities and other debt obligations, and any certificates, receipts, warrants or other instruments representing rights to receive, purchase or subscribe for the same, or evidencing or representing any other rights or interests therein; and to hold cash or other property uninvested without in any event being bound or limited by any present or future law or custom in regard to investments by trustees;
Clause type: severability
If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
Clause type: indemnification
4.1 The Fund authorizes you to use any prospectus or statement of additional information furnished by the Fund from time to time, in connection with the sale of Shares. The Fund agrees to indemnify, defend and hold you, your several officers and directors, and any person who controls you within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any such counsel fees incurred in connection therewith) which you, your officers and directors, or any such controlling person, may incur under the 1933 Act or under common law or otherwise, arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement, any prospectus or any statement of additional information or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in any registration statement, any prospectus or any statement of additional information or necessary to make the statements in any of them not misleading; provided, however, that the Fund's agreement to indemnify you, your officers or directors, and any such controlling person shall not be deemed to cover any claims, demands, liabilities or expenses arising out of any statements or representations made by you or your representatives or agents other than such statements and representations as are contained in any prospectus or statement of additional information and in such financial and other statements as are furnished to you pursuant to paragraph 2.3 of this Agreement; and further provided that the Fund's agreement to indemnify you and the Fund's representations and warranties herein before set forth in paragraph 3 of this Agreement shall not be deemed to cover any liability to the Fund or its shareholders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties, or by reason of your reckless disregard of your obligations and duties under this Agreement. The Fund's agreement to indemnify you, your officers and directors, and any such controlling person, as aforesaid, is expressly conditioned upon the Fund's being notified of any action brought against you, your officers or directors, or any such controlling person, such notification to be given by letter or by telegram add...
Clause type: capitalization
 The authorized capital stock of Telesource, the number of shares of capital stock which are issued and outstanding and par value thereof are as set forth in the Telesource Disclosure Schedule. All of such shares of capital stock are duly authorized, validly issued and outstanding, fully paid and nonassessable, and were not issued in violation of the preemptive rights of any person. There are no subscriptions, options, warrants, rights or calls or other commitments or agreements to which Telesource is a party or by which it is bound, calling for any issuance, transfer, sale or other disposition of any class of securities of Telesource. There are no outstanding securities convertible or exchangeable, actually or contingently, into shares of common stock or any other securities of Telesource.
Clause type: definitions
(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms are used herein as defined in the New York UCC (and if defined in more than one Article of the New York UCC, shall have the meaning given in Article 8 or 9 thereof): Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Commodity Accounts, Deposit Accounts, Documents, Electronic Chattel Paper, Equipment, Farm Products, Fixtures, General Intangibles, Goods, Instruments, Inventory, Money, Negotiable Documents, Securities Accounts, Securities Entitlements, Supporting Obligations, Tangible Chattel Paper and Uncertificated Security.
Clause type: notices
Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to the other party at such address as such other party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Trust is 1290 Broadway, Suite 1100, Denver, CO 80203, and your address for this purpose shall be P.O. Box 8, Alpha, Ohio 45301.
Clause type: indemnification
Tenant and Landlord shall each protect, indemnify and hold harmless the other, its trustees, directors, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the "Indemnitees" and, individually, an "Indemnitee") for, from and against any and all debts, liens, claims, causes of action, administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorney's fees and expenses) imposed upon, incurred by or asserted against any Indemnitee resulting from, either directly or indirectly, the presence during the Term in, upon or under the soil or ground water of the Leased Property or any properties surrounding the Leased Property of any Hazardous Substances in violation of any Applicable Law or otherwise (collectively, the "Environmental Claims"), provided that any of the foregoing arises by reason of the gross negligence or willful misconduct of the indemnifying party, except to the extent the same arise from the gross negligence or willful misconduct of the other party or any other Indemnitee. This duty includes, but is not limited to, costs associated with personal injury or property damage claims as a result of Environmental Claims prior to the expiration or sooner termination of the Term and the surrender of the Leased Property to Landlord in accordance with the terms of this Agreement free of Hazardous Substances in, upon or under the soil or ground water of the Leased Property in violation of an Applicable Law. Upon Notice from the indemnified party and any other of the Indemnitees, the indemnifying party shall undertake the defense, at its sole cost and expense, of any indemnification duties set forth herein, in which event, the indemnifying party shall not be liable for payment of any duplicative attorneys' fees incurred by the other party or any Indemnitee.