bhaskrr/legal-clauses huggingface dataset:
Clause type: severability
If any provision or covenant, or any part thereof, of this Agreement should be held by any court to be invalid, illegal or unenforceable, either in whole or in part, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of the remaining provisions or covenants, or any part thereof, of this Agreement, all of which shall remain in full force and effect.
Clause type: termination
14.1 This Agreement commences on the Effective Date and shall remain in effect until terminated by Covered Entity or until all of the PHI provided by Covered Entity to Business Associate or created or received by Business Associate on behalf of Covered Entity is destroyed or returned to Covered Entity subject to Section 18.7.
Clause type: ownership_of_shares
 Schedule I hereto sets forth opposite such Sponsor Stockholder’s name the number of all of the shares of Acquiror Common Stock and the number of all of the Sponsor Warrants over which such Sponsor Stockholder has beneficial ownership as of the date hereof. As of the date hereof, such Sponsor Stockholder is the lawful owner of the shares of Acquiror Common Stock and Sponsor Warrants denoted as being owned by such Sponsor Stockholder on Schedule I and has the sole power to vote or cause to be voted such shares of Acquiror Common Stock and, assuming the exercise of the Sponsor Warrants, the shares of Acquiror Common Stock underlying such Sponsor Warrants. Such Sponsor Stockholder has good and valid title to the Acquiror Common Stock and Sponsor Warrants denoted as being owned by such Sponsor Stockholder on Schedule I, free and clear of any and all pledges, charges, proxies, voting agreements, Liens, adverse claims, options and demands of any nature or kind whatsoever, other than those created by this Agreement, those imposed by the Escrow Agreement and those imposed by applicable Law, including federal and state securities Laws. There are no claims for finder’s fees or brokerage commissions or other like payments in connection with this Agreement or the transactions contemplated hereby payable by such Sponsor Stockholder pursuant to arrangements made by such Sponsor Stockholder (except for that certain fee arrangement, dated as of October 28, 2020, among the Sponsor, Riverside Management Group, LLC, and the Company). Except for the shares of Acquiror Common Stock and Sponsor Warrants denoted on Schedule I, as of the date of this Agreement, such Sponsor Stockholder is not a beneficial owner or record holder of any (i) equity securities of PSAC, (ii) securities of PSAC having the right to vote on any matters on which the holders of equity securities of PSAC may vote or which are convertible into or exchangeable for, at any time, equity securities of PSAC, or (iii) options or other rights to acquire from PSAC any equity securities or securities convertible into or exchangeable for equity securities of PSAC.
Clause type: board
 (a) From and after the Closing (as defined in the Purchase Agreement) and until the provisions of this paragraph 1 cease to be effective, each holder of Stockholder Shares shall vote all of such holder's Stockholder Shares which are voting shares and any other voting securities of the Company over which such holder has voting control and shall take all other necessary or desirable actions within such holder's control (whether in his capacity as a stockholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that:
Clause type: payment
 The total value (the “Earned Amount”) owed to you in connection with this Agreement will be determined by multiplying the number of Performance Units by the Vested Value. Except as otherwise expressly provided herein, the total value owed to you based on the calculations set forth above will be paid to you [ ]% in cash (the “Cash Payment”) and [ ]% in common stock of the Company (the “Stock Issuance”).
Clause type: definitions
When used herein, the following words and phrases shall have the meanings below unless the context clearly indicates otherwise:
Clause type: esop
 The Company has provided to the Investor true and complete copies of the board resolutions authorizing the reservation of 12,048,193 Ordinary Shares for issuance under an employee stock option plan to be adopted by the Board of Directors after the Closing. The Company has not directly or indirectly issued Ordinary Shares, share options or other forms of equity of the Company to employees, directors or consultants of any Group Company except in accordance with the ESOP and as approved by the Board of Directors. The approval of the Board of Directors (including the approval of the Investor Director) shall be obtained for any issuance of share options after the Closing.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.
Clause type: taxes
 (i) The Company and each Company Subsidiary have timely filed (or have had timely filed on their behalf) or will file or cause to be timely filed, all material Tax Returns required by applicable law to be filed by any of them prior to or as of the Effective Time of the Merger. All such material Tax Returns are, or will be at the time of filing, true, complete and correct in all material respects.
Clause type: interest
 (a) Each Loan shall bear interest at a rate per annum equal to the Applicable Rate, provided that if an Event of Default has occurred and is continuing, then, so long as such Event of Default is continuing, (i) the principal balance of such Loan shall bear interest at a rate per annum equal to the Applicable Rate plus 2.00%, and (ii) all other amounts owing under the Loan Documents that are not paid when due, shall bear interest, after as well as before judgment, at a rate per annum equal to the Alternate Base Rate plus 2.00%.
Clause type: severability
If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.
Clause type: investments
 The Escrow Agent is authorized and directed to deposit, transfer, hold and invest the Escrow Property and any investment income thereon as set forth in Exhibit A hereto, or as set forth in any subsequent joint written instruction signed by Acquiror and NFP . Any investment earnings and income on the Escrow Property shall not become part of the Escrow Property and shall be disbursed to NFP. The Escrow Agent is hereby authorized and directed to sell or redeem any such investments as it deems necessary to make any payments or distributions required under this Escrow Agreement. The Escrow Agent shall have no responsibility or liability for any loss which may result from any investment or sale of investment made pursuant to this Escrow Agreement. The Escrow Agent is hereby authorized, in making or disposing of any investment permitted by this Escrow Agreement, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or any such affiliate is acting as agent of the Escrow Agent or for any third person or dealing as principal for its own account. The Parties acknowledge that the Escrow Agent is not providing investment supervision, recommendations, or advice.
Clause type: miscellaneous
The Adviser agrees to advise the Fund of any change of its membership (which shall mean its general partner) within a reasonable time after such change. If the Adviser enters into a definitive agreement that would result in a change of control (within the meaning of the 1940 Act) of the Adviser, it agrees to give the Fund the lesser of 60 days’ written notice and such notice as is reasonably practicable before consummating the transaction. Where the effect of a requirement of the 1940 Act reflected in or contemplated by any provisions of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.
Clause type: dividends
 The Board of Directors may declare and pay dividends upon the outstanding shares of the Corporation from time to time and to such extent as they deem advisable, in the manner and upon the terms and conditions provided by statute and the Certificate of Incorporation.
Clause type: ownership_of_shares
 Immediately following Implementation, (i) except for the Company’s ordinary shares (the “Shares”) Beneficially Owned by the Shareholder and the Shareholder’s rights arising under the Transaction Agreements, neither the Shareholder nor any of its Affiliates (for the purposes of this Deed, the term “Affiliates” shall be defined as such term is defined on the date hereof under the rules and regulations promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), provided that for purposes of this Deed the Company, any of its past or present directors, and the Shareholder shall not be deemed to be Affiliates of each other), (1) Beneficially Owns any equity securities of the Company entitled to vote at any general meeting of the Company or
Clause type: base-salary
 During the Employment Period, the Executive shall receive an annual base salary (the “Annual Base Salary”) at an annual rate at least equal to 12 times the highest monthly base salary paid or payable, including any base salary that has been earned but deferred, to the Executive by the Company and the Affiliated Companies in respect of the one-year period immediately preceding the month in which the Effective Date occurs. The Annual Base Salary shall be paid at such intervals as the Company pays executive salaries generally. During the Employment Period, the Annual Base Salary shall be reviewed at least annually, beginning no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date. Any increase in the Annual Base Salary
Clause type: board
 (a) During the Standstill Period and provided the Purchaser Beneficially Owns an aggregate of at least 35% of the Outstanding Common Stock of the Company, the Purchaser shall have the right to nominate the minimum number of individuals necessary to comprise a majority of the Board (each, a “Designee,” and collectively, the “Designees”); provided, that, during the Standstill Period, in the event the Purchaser exercises its right to nominate a majority of the directors on the Board, the Board shall increase the total number of Board seats available to accommodate the Purchaser’s nominees such that the election of a Designee shall not have the effect of requiring any current member of the Board to resign, excluding the three (3) Resigning Directors (defined below). Each Designee shall be subject to the Company Approval Right and shall continue to serve as a director until the sooner of such director’s death, retirement, resignation or removal, or his or her successor is elected and qualified. The Designees shall be nominated to serve and allocated as equally as possible among the different classes of the Board, with each of the three (3) initial Designees named below to serve on a different class of the Board. Mr. Qisen Huang, Mr. Heping Feng and Mr. Tao Zhang shall be the initial Designees and shall, upon the effectiveness of this Agreement, replace Mr. Michael Harmon, Mr. Aaron Bendikson and Mr. Curtis Lane (collectively, the “Resigning Directors”). In addition, subject to the Company Approval Right, for so long as the Purchaser Beneficially Owns an aggregate of at least 35% of the Outstanding Common Stock of the Company, Mr. Huang will be the chairman of the Board, and Mr. Feng and Mr. Zhang will both serve on the Nominating and Corporate Governance Committee and the Compensation Committee; provided, that, during the Standstill Period, the Nominating and Corporate Governance Committee shall consist of five (5) members (three (3) of which shall be non-Purchaser Designees and one of the non-Purchaser Designees shall be Chair of the Committee), and the Compensation Committee shall consist of four (4) members (two (2) of which shall be non-Purchaser Designees and one of the non-Purchaser Designees shall be Chair of the Committee). Subject to the Company Approval Right, in the event that the Purchaser Beneficially Owns less than 35% but at least 25% of the Outstanding Common Stock of the Company, the Purchaser shall have the right to nominate three (3) Designee...
Clause type: headings
Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.
Clause type: counterparts
This Agreement may be executed in one or more counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signed signature pages may be transmitted by facsimile or as an attachment to an email, and any such signature shall have the same legal effect as an original.
Clause type: payment
 4.1 Boeing acknowledges receipt of a deposit in the amount shown in Table 1 for each Aircraft (Deposit).
Clause type: headings
Clause headings and the table of contents are inserted for convenience of reference only and shall be ignored in the interpretation of this Agreement.
Clause type: termination
6.1 This Agreement may be terminated by either party for any reason by ninety (90) days advance written notice delivered to the other party.
Clause type: investments
 No Loan Party shall, nor shall it permit any of its Subsidiaries (excluding the Excluded Entities) to, directly or indirectly, make or own any Investment in any Person, including, without limitation, any Joint Venture, except any Loan Party or any Subsidiary (excluding the Excluded Entities) thereof may make or own Permitted Investments. Notwithstanding the foregoing, in no event shall any Loan Party make any Investment (i) which results in or facilitates in any manner any Restricted Junior Payment not otherwise permitted under the terms of Section 6.05 or (ii) that results in the transfer of ownership (directly or indirectly) of any Material Intellectual Property (except for non-exclusive licenses of patents, trademarks, and other intellectual property rights granted by any Loan Party or any of its Subsidiaries in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Loan Party or any such Subsidiary) or any interest in any Franchise Agreement to any Person that is not a Loan Party.
Clause type: investment-company-act
 The Company is not required, and upon the issuance and sale of the Shares as herein contemplated and the application of the net proceeds therefrom to the capital or any other accounts of the Company will not be required, to register as an “investment company” under the Investment Company Act of 1940.
Clause type: seed
 The Adviser agrees that the Sub-Adviser shall not be responsible for providing money for the initial capitalization of the Series. The Adviser or an affiliate of the Adviser will provide $25 million in initial capitalization of ING DFA Global Allocation Portfolio.
Clause type: counterparts
This CVR Agreement shall be signed in any number of counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this CVR Agreement.
Clause type: dividends
 The Borrower will not declare or pay any dividends (other than dividends payable solely in stock of the Borrower) on any class of its stock or make any payment on account of the purchase, redemption or other retirement of any shares of such stock or make any distribution in respect thereof, either directly or indirectly.
Clause type: counterparts
This Agreement may be executed by either of the Parties in counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
Clause type: severability
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of this Agreement is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible.
Clause type: interest
 This Note will accrue interest at a rate and in the manner set forth in Section 2.05 of the Indenture. Stated Interest on this Note will begin to accrue from, and including, [date].
Clause type: definitions
Unless otherwise defined herein, the following terms shall have the following meanings, which meanings shall be equally applicable to both the singular and plural forms of such terms:
Clause type: termination
Upon the making of any Provider Advance or Final Advance hereunder or the occurrence of the Termination Date, the obligation of the Liquidity Provider to make further Advances hereunder shall automatically and irrevocably terminate, and the Borrower shall not be entitled to request any further Borrowing hereunder.
Clause type: confidentiality
The Lender agrees to hold any non-public --------------- information which it may receive from the Borrower pursuant to this Agreement in confidence, except for disclosure to (i) employees, directors, agents, legal counsel, accountants, and other professional advisors who are advised of the confidential nature of such information, on a need-to-know basis, (ii) as required by law or legal process or in connection with any legal proceeding, and (iii) permitted assignees, purchasers or participants in connection with a disposition or proposed disposition of the Lender's interests hereunder or under the Related Documents, upon execution by such institution of an agreement to keep such information confidential to the extent described in this subsection 9.11. Notwithstanding (ii) and (iii) above, in the event that the Lender is requested pursuant to, or required by, applicable law, regulation, legal process, or regulatory authority to disclose any such information, the Lender will provide the Borrower with prompt notice of such request or requirement in order to enable the Borrower to seek an appropriate protective order or other remedy, or to consult with the Lender with respect to the Borrower's taking steps to resist or narrow the scope of such request or legal process. If, in such event, the Borrower has not provided the Lender with a protective order or other remedy in sufficient time, with the Lender acting in good faith and otherwise in its sole discretion, for the Lender to avoid unlawful nondisclosure of such information, the Lender may disclose such information pursuant to such law, regulation, or in such legal process, or to such regulatory authority, as the case may be, without any recourse or remedy against the Lender by the Borrower or any Affiliate of the Borrower, which the Borrower hereby expressly waives.
Clause type: ownership_of_shares
 None of the Purchaser or its Affiliates Beneficially Own any shares of Company Common Stock (without giving effect to the issuance of the Purchased Notes hereunder).
Clause type: interest
 Payments pursuant to this Agreement that are not made within the period prescribed in this Agreement (the “Payment Period”) shall bear interest for the period from and including the date immediately following the last date of the Payment Period through and including the date of payment at a per annum rate equal to the prime rate as published in The Wall Street Journal on the last day of such Payment Period. Such interest will be payable at the same time as the payment to which it relates and shall be calculated on the basis of a year of three hundred sixty-five (365) days and the actual number of days for which due.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, all of which will be considered one and the same agreement and will become effective when counterparts have been signed by each of the Parties and delivered to each other Party (including via facsimile or other electronic transmission), it being understood that each Party need not sign the same counterpart.
Clause type: loans
 Advances hereunder (each, a “Loan” and collectively, “Loans”) shall be comprised of the amounts and at the advance rates shown in the Schedule. DLL may, in its Permitted Discretion, adjust the advance rates set forth in the Schedule.
Clause type: payment
 Payment for the license granted in Section 8.1 is considered part of the fees set forth in Section 5.
Clause type: taxes
 Each of Holdings, the Borrower and the Restricted Subsidiaries has timely filed or caused to be filed all federal and other Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for which Holdings, the Borrower or such Restricted Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so is not reasonably likely to result, individually or in the aggregate, in a Material Adverse Effect. None of Holdings, the Borrower and the Restricted Subsidiaries is aware of any proposed or pending Tax assessments, deficiencies or audits that are reasonably likely to result, individually or in the aggregate, in a Material Adverse Effect.
Clause type: confidentiality
During the term of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “