bhaskrr/legal-clauses huggingface dataset:
Clause type: board
 As of the date of effectiveness of this Agreement, no such delegation is in effect. Except for the rights and duties that are assigned to officers of the Company, the rights and duties of the directors may not be assigned or delegated to any person. No action, authorization or approval of the Board shall be required, necessary or advisable for the taking of any action by the Company that has been approved by the Manager. In the event that any action of the Manager conflicts with any action of the Board, the action of the Manager shall control.
Clause type: headings
The Article and Section headings contained in -------- this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
Clause type: entire
Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the employment of Employee by Employer, and contains all of the covenants and agreements between the parties with respect to such employment in any manner whatsoever.
Clause type: interest
 No interest shall be paid on the Capital Contribution of any Partner.
Clause type: investments
 The Borrower shall not, and shall cause each Restricted Subsidiary not to, directly or indirectly, make any Investments, except:
Clause type: ownership_of_shares
 The Seller is the sole record and beneficial owner of the Shares and sole owner of all interests in the Shares. When paid for in accordance with the terms of this Agreement, the Shares will be transferred to the Purchaser free of any liens, claims, restrictions, security interests or encumbrances, except for restrictions on transfer provided for under the Securities Act.
Clause type: termination
It is contemplated by the parties hereto that from time to time there may be no outstanding Indebtedness, but notwithstanding such occurrences, this Agreement shall remain valid and shall be in full force and effect as to subsequent outstanding Indebtedness. Upon (i) the satisfaction in full of the Indebtedness, (ii) the termination or expiration of any commitment of Secured Party to extend credit to Borrower, (iii) written request for the termination hereof delivered by Pledgor to Secured Party, and (iv) written release delivered by Secured Party to Pledgor, this Agreement and the security interests created hereby shall terminate. Upon termination of this Agreement and Pledgor's written request, Secured Party will, at Pledgor's sole cost and expense, return to Pledgor such of the Collateral as shall not have been sold or otherwise disposed of or applied pursuant to the terms hereof and execute and deliver to Pledgor such documents as Pledgor shall reasonably request to evidence such termination.
Clause type: miscellaneous
SECTION 9.01. Notices; Electronic Communications 112 SECTION 9.02. Survival of Agreement 114 SECTION 9.03. Binding Effect 115 SECTION 9.04. Successors and Assigns 115 SECTION 9.05. Expenses; Indemnity 123 SECTION 9.06. Right of Setoff 125 SECTION 9.07. Waivers; Amendment 125 SECTION 9.08. Interest Rate Limitation 127 SECTION 9.09. Entire Agreement 128 SECTION 9.10. WAIVER OF JURY TRIAL 128 SECTION 9.11. Severability 128 SECTION 9.12. Counterparts 128 SECTION 9.13. Headings 129 SECTION 9.14. Applicable Law 129 SECTION 9.15. Jurisdiction; Consent to Service of Process 129 SECTION 9.16. Electronic Execution of Assignments 130 SECTION 9.17. Confidentiality 130 SECTION 9.18. Lender Action 131 SECTION 9.19. USA PATRIOT Act Notice 131 SECTION 9.20. No Fiduciary Duty 131 SCHEDULES Schedule 1.01(b) - Subsidiary Guarantors Schedule 1.01(c) - Mortgaged Properties Schedule 2.01(a) - Lenders and Commitments Schedule 2.01(b) - L/C Commitment Schedule 3.08 - Subsidiaries Schedule 3.18 - Insurance Schedule 3.19(a) - UCC Filing Offices Schedule 3.19(c) - Mortgage Filing Offices Schedule 3.20(a) - Owned Real Property Schedule 4.02(a) - Local Counsel Schedule 5.15 - Post-Closing Obligations Schedule 6.01 - Existing Indebtedness Schedule 6.02 - Existing Liens Schedule 6.04 - Existing Investments Schedule 6.09 - Transactions with Affiliates EXHIBITS Exhibit A - Form of Administrative Questionnaire Exhibit B - Form of Affiliate Subordination Agreement Exhibit C-1 - Form of Assignment and Assumption Exhibit C-2 - Form of Affiliate Assignment and Assumption Exhibit D - Form of Borrowing Request Exhibit E - Form of Compliance Certificate Exhibit F - Form of Guarantee and Collateral Agreement Exhibit G - Form of Interest Election Request Exhibit H-1 - Form of Revolving Note Exhibit H-2 - Form of Term Note Exhibit I-1 - Form of U.S. Tax Compliance Certificate Exhibit I-2 - Form of U.S. Tax Compliance Certificate Exhibit I-3 - Form of U.S. Tax Compliance Certificate Exhibit I-4 - Form of U.S. Tax Compliance Certificate CREDIT AGREEMENT dated as of July 31, 2014 (this “Agreement”), among CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “Borrower”)), the Lenders (such term and each other capitalized term used but not defined in these introductory statements having the meaning given it in Article I) and CREDIT SUISSE AG, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, includ...
Clause type: esop
 (i) The ESOP has been operated and administered at all times in compliance in all material respects with its terms and with the provisions of applicable Law, including applicable provisions of ERISA and the Code. Since its inception, the ESOP has been intended to be qualified under Section 401(a) of the Code and is intended to be exempt from tax under Section 501(a) of the Code, and the ESOP has intended to be qualified as a valid “employee stock ownership plan” (within the meaning of sections 409 and 4975(e)(7) of the Code) and to the Knowledge of the Company, there has been no act or omission that would reasonably be expected to adversely affect the tax-qualified status of the ESOP,
Clause type: board
 The Company will exercise all authority and use its best efforts, consistent with applicable law, to cause one individual designated by Purchasers holding more than 50% of the Securities and reasonably satisfactory to the Company to be elected to the Board of Directors of the Company for so long as Purchasers collectively hold at least 50% of the Shares. The Company agrees that such individual will also serve as a member of the Company's Compensation and Audit Committees. If any individual so designated shall cease to serve as a director for any reason other than pursuant to the preceding sentence, the vacancy created thereby shall be filled by the Board with another individual designated by Purchasers holding more than 50% of the Securities reasonably satisfactory to the Company. In addition, the Company agrees that Purchasers shall be provided with at least five (5) days' prior written notice of each meeting of the Board, or such lesser notice as is provided to the members of the Company's Board of Directors, and Purchasers holding more than 50% of the Securities shall have the right to designate one (1) additional person to attend such meeting as an observer ("Observer"). The Observer may participate in any such Board meeting in person or via telephone conference at the request of the Observer. The Company shall promptly reimburse the reasonable expenses of the director nominated by Purchasers and the Observer incurred in connection with attendance at each Board meeting, including without limitation coach-class airfare and commensurate hotel accommodations. The Company hereby covenants to hold Board meetings no less frequently than four times per year.
Clause type: entire
Agreement. This Agreement, the Single Family Shared-Loss Agreement, and the Commercial Shared-Loss Agreement, including the Schedules and Exhibits thereto, embodies the entire agreement of the parties hereto in relation to the subject matter herein and supersedes all prior understandings or agreements, oral or written, between the parties.
Clause type: board
 The Company shall have taken all necessary corporate actions such that immediately following the Closing, the Board shall have ten (10) members, composed of the following individuals: Ruiping ZHANG, Qian MIAO, Hans TUNG, John ZAGULA, Yan HUANG, Zishuo WU, Yang LI (Samuel LI), Ming Yunn Stephanie HUI, Bin ZHU and Greg STUBBLEFIELD.
Clause type: loans
 (a) The Lender agrees to make, on the terms and subject to the conditions of this Loan Agreement, loans (individually, a "Loan" and, collectively, the "Loans") to the Borrower in Dollars, from and including the Effective Date to but not including the Termination Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time.
Clause type: investments
 Make, or permit any of its Subsidiaries to make, an investment in any Person that is not a Loan Party or a Subsidiary of a Loan Party by way of the purchase of such Person’s capital stock or securities or the making of capital contributions with respect thereto (an “Investment”) unless, on the date of and after giving pro forma effect to such investment, the Company would be in compliance with the financial covenants set forth in Section 6.03.
Clause type: whereas
for federal income tax purposes, it is intended that the merger shall qualify as a reorganization under the provisions of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code");
Clause type: confidentiality
All information furnished or made available by the Series or the Company to the Asset Manager hereunder, or by the Asset Manager to the Series or the Company hereunder, shall be treated as confidential by the Asset Manager, or the Series and the Company, as applicable, and shall not be disclosed to third parties except as required by law or as required in connection with the execution of transactions with respect to the Series #JORDANBGS9.5 Asset and except for disclosure to counsel, accountants and other advisors.
Clause type: grant_of_option
 The Company hereby grants to the Optionee the right and option (the “Option”) to purchase all or any part of an aggregate of Common Shares. The Option is in all respects limited and conditioned as hereinafter provided, and is subject in all respects to the terms and conditions of the Plan now in effect and as it may be amended from time to time (but only to the extent that such amendments apply to outstanding options). Such terms and conditions are incorporated herein by reference, made a part hereof, and shall control in the event of any conflict with any other terms of this Option Agreement. The Option granted hereunder is intended to be an incentive stock option (“ISO”) meeting the requirements of the Plan and section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), and not a nonqualified stock option (“NQSO”).
Clause type: employee_benefits
 As of the Closing Date, except as set forth on Schedule 4.11, neither Borrower nor any of its Subsidiaries, nor any of their ERISA Affiliates maintains or contributes to any Benefit Plan.
Clause type: payment
 The portion of the Purchase Price, less the Earnest Money Deposit, to the extent that Buyer elects to have it applied against the Purchase Price (as provided below), less the Escrow Funds, shall be paid to Seller in cash, certified funds or wire transfer, at the Closing of the Property. At the Closing, the Earnest Money Deposit, shall, at Buyer’s election, be returned to Buyer or shall be paid over to Seller by Escrow Agent to be applied to the portion of the Purchase Price on behalf of Buyer and the Escrow Funds shall be deposited into an escrow account pursuant to the Post-Closing Agreement as contemplated by Section 8.9.
Clause type: governing
Law. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREUNDER TO THE EXTENT THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
Clause type: base-salary
 For services rendered by the Executive pursuant to this Agreement, the Executive will receive an annualized base salary of three hundred seventy-five thousand US Dollars (US$375,000) as may be adjusted from time to time by the compensation committee of the Board in its sole discretion (the “Base Salary”), payable in accordance with the Company’s regular payroll schedule (but not less frequently than monthly), less any payroll withholding and deductions in accordance with applicable law and the Company’s general employment policies or practices.
Clause type: compensation
  The Company shall pay to the Agent in cash, upon each sale of Placement Shares pursuant to this Agreement, an amount equal to 3.0% of the aggregate gross proceeds from each sale of Placement Shares. Spiro Rombotis (srombotis@cyclacel.com) Paul McBarron (pmcbarron@cyclacel.com) Shabir Hussain (shussain@cyclacel.com) Sameer Vasudev (svasudev@cantor.com) With copies to: CFControlledEquityOffering@cantor.com Incorporated by reference to Exhibit 21 of the Company’s most recently filed Form 10-K. The undersigned, the duly qualified and elected [•], of Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), does hereby certify in such capacity and on behalf of the Company, pursuant to Section 7(l) of the Sales Agreement, dated August 12, 2021 (the “Sales Agreement”), between the Company and Cantor Fitzgerald & Co., that to the best of the knowledge of the undersigned:
Clause type: miscellaneous
(a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to principles of conflict of laws. The parties hereto irrevocably agree to submit to the jurisdiction and venue of the courts of the States of New York or New Jersey in any action or proceeding brought with respect to or in connection with this Agreement. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Executive: At the most recent home address on file for the Executive at the Company; If to the Company: 1 CIT Drive Livingston, New Jersey 07039 Attention: General Counsel or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.
Clause type: termination
The Lenders may continue to make loans or extend credit to the Borrowers based on this Loan Guaranty until five days after it receives written notice of termination from any Loan Guarantor. Notwithstanding receipt of any such notice, each Loan Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations created, assumed or committed to prior to the fifth day after receipt of the notice, and all subsequent renewals, extensions, modifications and amendments with respect to, or substitutions for, all or any part of that Guaranteed Obligations.
Clause type: compensation
 The Fund shall pay the Investment Manager in full compensation for services rendered hereunder an annual investment advisory fee, payable monthly, of 1.00% of the average daily net assets of the Portfolio.
Clause type: definitions
Whenever used in this Agreement with initial capitalization, the following terms shall have the meanings specified or referred to in this Article 1.
Clause type: payment
 Payment by Customer of the Price for each Stage shall be made against Lonza’s invoices as follows:
Clause type: miscellaneous
Except as herein provided, the Guaranty and each of the other Operative Documents shall remain unchanged and in full force and effect. Upon the effectiveness of this Agreement, on and after the date hereof, each reference in any Operative Document to the Guaranty shall mean and be a reference to the Guaranty as amended hereby. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. This Agreement shall be governed by, and construed in accordance with, the law of the Commonwealth of Massachusetts.
Clause type: investment-company-act
 The Partnership and the General Partner hereby covenant and agree that, for as long as any Preferred Units are outstanding, each of the Partnership and the General Partner shall take such steps as shall be necessary to ensure that none of the Partnership, the General Partner or any of their respective Subsidiaries shall become an “investment company” within the meaning of such term under the Investment Company Act of 1940, as amended.
Clause type: miscellaneous
a. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Advisers Act, or rules or orders of the SEC thereunder, and without regard for the conflicts of laws principle thereof. Any legal action or proceeding with respect to this Agreement or the services provided hereunder or for recognition and enforcement of any judgment in respect hereof brought by the other party hereto or its successors or assigns may be brought and determined in the state courts of the Commonwealth of Massachusetts or the United States District Court for the District of Massachusetts and each party hereto submits with regard to any action or proceeding for itself and in respect of its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. The term “affiliate” or “affiliated person” as used in this Agreement shall mean “affiliated person” as defined in Section 2(a)(3) of the 1940 Act.
Clause type: ownership_of_shares
 Each Shareholder represents and warrants to the Investor that, on the date hereof, he beneficially owns and is the registered holder of the number of shares of common stock, $.01 par value per share, of the Company ("Common Stock") and Series A Convertible Preferred Stock ("Series A Preferred Stock") and Series B Convertible Preferred Stock ("Series B Preferred Stock") set forth on the counterpart signature page executed by such Shareholder. All of such shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock and any additional shares of Common Stock, Series A Preferred Stock or Series B Preferred Stock hereinafter acquired by the Shareholders (including, without limitation, any shares of stock issued in connection with a conversion of Series A Preferred Stock, Series B Preferred Stock, stock split, stock dividend or recapitalization of the Company) are collectively referred to herein as the "Shares."
Clause type: compensation
 The Employer agrees to pay to the Employee as compensation for his services hereunder a Base Salary initially equal to the fixed annual salary currently being paid to the Employee as shown on the Employer's employment records, payable in substantially equal weekly, biweekly, bimonthly or monthly installments, as the case may be, in the manner currently being paid to the Employee. The Base Salary may be discretionarily increased by the Board from time to time as the Board deems appropriate in its reasonable business judgment. The Base Salary in effect from time to time shall not be decreased during the Term (except as provided in Section 7.2). It is understood and agreed that the Employee's compensation may not be limited to his Base Salary and that the Employee may receive an annual bonus in the amount, if any, determined annually by the Employer. The Employee shall also participate in employee compensation and benefit plans available generally to executives of the Employer (including, without limitation, any tax-qualified profit sharing plan, nonqualified profit sharing plan, life insurance plan and health insurance plan) on a level appropriate to his position and shall receive the employee fringe benefits available generally to executives of the Employer (including, without limitation, the use of a company car).
Clause type: payment
 Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of McDermott Will & Emery LLP, 227 West Monroe Street, Suite 4700, Chicago, IL 60606, or at such other place as shall be agreed upon by the Representative and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from Merrill Lynch to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to bank account(s) designated by the Company against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill Lynch, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.