bhaskrr/legal-clauses huggingface dataset:
Clause type: investments
 The Borrower will not, and will not permit any Loan Party to, purchase or acquire (including pursuant to any merger with such Person) any Equity Interests in or evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make any loans or advances to, or Guarantee any Indebtedness of, any other Person (other than a Loan Party), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, or incur an obligation (contingent or otherwise) to do any of the foregoing (each, an “Investment”), at any time when (x) the Excess Availability is less than the Threshold Amount at such time or (y) a Default or Event of Default has occurred and is continuing, provided that, without limiting the foregoing, so long as no Default or Event of Default shall have occurred and is continuing, the Borrower may make Investments in an aggregate amount (each such Investment being valued at the amount determined therefor at the date made net of any return of capital or sale proceeds actually received in cash (which shall not exceed the cost of such Investment) in respect of such Investment) not to exceed $150,000,000 at any time outstanding; provided further that the Borrower shall not, nor shall it permit any Loan Party to, make an Investment that would otherwise be permitted by this Section if, in the Borrower’s reasonable business judgment (taking into account, among other things, the likelihood that the Borrower or any other Loan Party would be required to make a cash payment in respect of such Investment as well as alternate sources of cash (other than proceeds from Borrowings hereunder) that are reasonably likely to be available for the funding of such Investment at the time a cash payment in respect of such Investment would become due), such Investment (when taken together with each other Investment made pursuant to this Section 6.04, excluding clauses (a) through (j) of this Section 6.04) would result in Excess Availability being less than $50,000,000 (after giving effect to any cash payments, and any Borrowings hereunder, made (or to be made) in connection with such Investments). Notwithstanding the foregoing, the following Investments shall be deemed not to be covered or restricted by this Section:
Clause type: dividends
 In the event the Company shall make or issue, or shall fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution with respect to the Common Stock payable in (i) securities of the Company other than shares of Common Stock or (ii) assets, then and in each such event the holders of Preferred Stock shall receive, at the same time such distribution is made with respect to Common Stock, the number of securities or such other assets of the Company which they would have received had their Preferred Stock been converted into Common Stock immediately prior to the record date for determining holders of Common Stock entitled to receive such distribution.
Clause type: interest
 (1) Any interest that FCIC is required to pay the Company under the terms of this Agreement will be paid in accordance with the interest provisions of the Contract Disputes Act (41 U.S.C. §§ 601 et seq.).
Clause type: stock_option
 With respect to the outstanding stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company (the “Company Stock Plans”), (i) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986 , as amended (the “Code”), so qualified, (ii) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Stock Plans and all other applicable laws and regulatory rules or requirements, except where the failure to comply with such laws, regulatory rules or requirements would not result in a Material Adverse Effect, and (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus, to the extent required under GAAP to be accounted for in such financial statements.
Clause type: headings
The headings in this Agreement are inserted for convenience only and are not to be considered a construction of the provisions hereof.
Clause type: assignment
This Agreement is personal to Employee, and Employee shall not assign any of Employee’s rights or delegate any of Employee’s duties hereunder without the prior written consent of OMNI. OMNI shall have the right to assign this Agreement to a successor in interest in connection with a merger, sale of substantially all assets, or the like; provided however, that an assignment of this Agreement to an entity with operations, products or services outside of the industries in which OMNI is then active shall not be deemed to expand the scope of Employee’s covenant not to compete with such operations, products or services without Employee’s written consent. OMNI shall require any Person who is the successor (whether direct or indirect, by purchase, merger, consolidation, reorganization, or otherwise) to all or substantially all of the business and/or assets of OMNI to expressly assume and agree to perform, by a written agreement, all of the obligations of OMNI under this Agreement.
Clause type: compensation
 (a) As compensation for services rendered by BNY Mellon during the term of this Agreement, the Fund will pay to BNY Mellon a fee or fees as may be agreed to in writing by the Fund and BNY Mellon.
Clause type: vesting
 Subject to the terms of the Plan and this Agreement, the Restricted Shares shall vest as follows:
Clause type: compensation
 For all services rendered by Executive hereunder and all covenants and conditions undertaken by him pursuant to this Agreement, the Company shall pay, and Executive shall accept, as full compensation, the amounts set forth in this Article II.
Clause type: base-salary
 Executive shall receive for services to be rendered hereunder a salary at the rate of $25,000.02 per month, payable at least as frequently as monthly and subject to payroll deductions as may be necessary or customary in respect of the Company’s salaried executives (the “Base Salary”). The Base Salary will be reviewed by and shall be subject to adjustment at the sole discretion of the Company’s President and CEO each year during the Term of this Agreement.
Clause type: capitalization
 As of the date hereof, the entire authorized capitalization of the Company consists of (a) 60,000,000 shares of common stock, $.001 par value per share (the "COMPANY COMMON STOCK"), of which 24,600,00 shares of Company Common Stock are currently issued and outstanding, (b) 10,000,000 shares of Series A preferred stock, $.001 par value, (the "COMPANY SERIES A PREFERRED STOCK"), of which 3,258,000 shares of Company Series A Preferred Stock are issued and outstanding, and (c) 2,000,000 shares of Series B preferred stock, $.001 par value, (the "COMPANY SERIES B PREFERRED STOCK"), of which _____ shares of Company Series B Preferred Stock are issued and outstanding. The Company Common Stock, Company Series A Preferred Stock and Company Series B Preferred Stock are hereinafter collectively referred to as the "COMPANY CAPITAL STOCK. All of the issued and outstanding shares of Company Capital Stock are validly issued, fully paid, and non-assessable. There are currently 2,727,000 shares of Company Common Stock reserved for issuance upon exercise of Outstanding Company Options and warrants, as listed in SCHEDULE A. Company Common Stock is not owned or held in violation of any preemptive right of any other person or entity. Except as described herein, there is no commitment, plan, subscription rights, or arrangement to issue, no preemptive right to acquire, and no outstanding option, warrant, or other right calling for the issuance of, any shares of Company Capital Stock or any security or other instrument convertible into, exercisable for, or exchangeable for Company Capital Stock. There is outstanding no right, security or other instrument convertible into or exchangeable for Company Capital Stock.
Clause type: investment-company-act
 (i) The Borrower represents and warrants that the Borrower is exempt and will remain exempt from registration as an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”). The Borrower further represents and warrants that the Borrower is not a “covered fund” under the Volcker Rule, because the Borrower is excluded from the definition of “covered fund” pursuant to Section ___.10(c)(8) of the Volcker Rule.
Clause type: miscellaneous
21.01 A copy of this agreement in a mutually agreed form will be issued to each employee now employed and as employed. The cost of printing this agreement, including the printing of the French Translation, shall be equally shared between the Union and the Employer. The cost of the French translation for the template will be shared equally by the Union and the Participating Homes, to a maximum of five hundred dollars ($500) each. The parties agree that the English version of the template is the official version.
Clause type: investment-company-act
 The Company has been advised of the rules and requirements under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company is not, and after receipt of payment for the Shares and application of the proceeds thereof as contemplated in the Pricing Disclosure Package and the Prospectus under the caption “Use of Proceeds” (and any similar section or information, if any, contained in any Permitted Free Writing Prospectus) will not be, an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act.
Clause type: payment
 Company shall pay Jabil all monies when due, including all NRE Costs associated with this Agreement. Payment of all invoices shall be net forty-five (45) days from date of invoice. Payment to JBL073 Manufacturing Services Agreement [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Jabil shall be in U.S. dollars and in immediately available funds. In the event any amounts are invoiced or paid in a different currency, the process in Schedule 2 “Currency Policy” will apply. Company hereby unconditionally guarantees the payment by any of its subsidiaries or Affiliates who place orders under this Agreement to Jabil and/or its Affiliates. Any equipment, tooling, component, material or other goods or property, which is purchased by Jabil in order to perform its obligations under this Agreement, shall become the property of Company once Jabil is reimbursed for all NRE Costs. Jabil shall invoice Company for actual outstanding NRE Costs and other monies due at monthly intervals (or such other intervals as deemed appropriate) during the term of this Agreement and upon cancellation, termination or expiration of this Agreement. Jabil agrees to request advance written approval from Company should resource requirements, and thereby NRE Costs, increase materially relative to estimated NRE Costs initially agreed by the Parties. Upon such request, Jabil shall provide to Company reasonably detailed supporting documentation and/or descriptions of the NRE Costs for which Jabil seeks reimbursement.
Clause type: loans
 Except as otherwise permitted by Section 9.2 hereof, the Borrower is not obligated on any loans or other Indebtedness.
Clause type: compensation
 The Advisor shall compensate the Sub-Advisor on the following basis for the services to be furnished hereunder.
Clause type: assignment
This Agreement and the rights and duties hereunder shall not be assignable by either of the parties hereto except by the specific written consent of the other party; provided however, that the terms and provisions of this Agreement shall become automatically applicable to any investment company which is the successor to the Trust as a result of reorganization, recapitalization or change of domicile, unless the contract has otherwise been terminated in accordance with Paragraph 6 of this Agreement, and that Ultimus may, to the extent permitted by law, in its sole discretion and upon prior notice to the Trust, assign all its right, title and interest in this Agreement to an affiliate, parent or subsidiary, or to the purchaser of substantially all of its business. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns.
Clause type: esop
 The Company shall have adopted, and its shareholders and the Board shall have approved, a stock option plan with 5,777,777 shares of Ordinary Shares, and the Board shall have approved the issuance of such 5,777,777 shares of Ordinary Shares to Mr. Zhu pursuant to the approved stock option plan (the “ESOP Issuance”).
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.
Clause type: representations
and Warranties. Each Guarantor warrants and represents to the Administrative Agent, for the benefit of the Floorplan Secured Parties, that it is duly authorized to execute and deliver this Guaranty Agreement (or the Joinder Agreement to which it is a party, as applicable), and to perform its obligations under this Guaranty Agreement, that this Guaranty Agreement (or the Joinder Agreement to which it is a party, as applicable) has been duly executed and delivered on behalf of such Guarantor by its duly authorized representatives; that this Guaranty Agreement (and any Joinder Agreement to which such Guarantor is a party) is legal, valid, binding and enforceable against such Guarantor in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles; and that such Guarantor’s execution, delivery and performance of this Guaranty Agreement (and any Joinder Agreement to which such Guarantor is a party) do not violate or constitute a breach of any of its Organizational Documents, any agreement or instrument to which such Guarantor is a party, or any law, order, regulation, decree or award of any governmental authority or arbitral body to which it or its properties or operations is subject.
Clause type: dividends
 No dividend, distribution or payment will be declared or made in respect to the American Stock and American will not, directly or indirectly, redeem, purchase or otherwise acquire any of its capital stock.
Clause type: assignment
The Consultant may not assign or delegate its rights and/or obligations hereunder, provided, however, the Consultant may assign its right to receive fees or other compensation hereunder the any lender of the Consultant. The Company may assign its rights hereunder to any of its Affiliates but shall remain primarily liable hereunder absent a written release executed by the Consultant.
Clause type: now
THEREFORE in consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
Clause type: payment
 The Consultant shall be paid by the City for completed work and for services rendered under this agreement as follows:
Clause type: definitions
In this Plan of Arrangement, unless the context otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the meanings ascribed to them below:
Clause type: now
THEREFORE in consideration of the premises and the mutual agreements, provisions and covenants set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Clause type: investments
 Purchase or acquire (including pursuant to any merger with a person that is not a Wholly Owned Subsidiary immediately prior to such merger) any Equity Interests in, evidences of Indebtedness or other securities of, or make any loans or advances to or Guarantees of the Indebtedness of (each, an “Investment”), any other person, except:
Clause type: investments
 (a) Set forth on Schedule 3.13(a) is a complete and correct list and description as of the date set forth on Schedule 3.13(a), of all investment and debt securities, mortgage-backed and related securities, marketable equity securities and securities purchased under agreements to resell that are owned by the Minority Bank, other than in a fiduciary or agency capacity (the “Investment Securities”). The Minority Bank has good and marketable title to all Investment Securities held by it, free and clear of all Encumbrances, except for Minority Bank Permitted Encumbrances, and except to the extent such Investment Securities are pledged in the Ordinary Course of Business consistent with prudent banking practices to secure obligations of the Minority Bank. The Investment Securities are valued on the books of the Minority Bank in accordance with GAAP.
Clause type: loans
 Make loans or advances to any Person, except credit extended to employees or to customers in the ordinary course of business.
Clause type: ownership_of_shares
 Such Seller holds of record and owns legally and beneficially the number of Shares set forth next to such Seller’s name on the signature page hereof, such Shares are free and clear of any restrictions on transfer, Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, liens, claims and demands, and such Seller is the sole legal and beneficial owners of such Shares. No certificate(s) evidencing any Shares have been issued. Such Seller is not a party to any option, warrant; purchase right or other contract or commitment that could require such Seller to sell, transfer or otherwise dispose of Shares. Such Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any Shares. At the Closing, Buyer shall acquire good and marketable title to the Shares, free and clear of any restrictions on transfer, Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, liens, claims and demands.
Clause type: interest
 Any Designated Shareholder who is required to hold harmless, indemnify, compensate or reimburse any Indemnitee pursuant to this Section 9 with respect to any Damages shall also be liable to such Indemnitee for interest on the amount of such Damages (for the period commencing as of the date on which such Designated Shareholder first received notice of a claim for recovery by such Indemnitee and ending on the date on which the liability of such Designated Shareholder to such Indemnitee is fully satisfied by such Designated Shareholder) at a floating rate equal to the rate of interest publicly announced by Bank of America, N.T. & S.A. from time to time as its prime, base or reference rate.
Clause type: severability
If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be determined to be invalid, illegal or unenforceable under present or future laws effective during the term of this Agreement, then and, in that event: (A) the performance of the offending term or provision (but only to the extent its application is invalid, illegal or unenforceable) shall be excused as if it had never been incorporated into this Agreement, and, in lieu of such excused provision, there shall be added a provision as similar in terms and amount to such excused provision as may be possible and be legal, valid and enforceable, and (B) the remaining part of this Agreement (including the application of the offending term or provision to persons or circumstances other than those as to which it is held invalid, illegal or unenforceable) shall not be affected thereby and shall continue in full force and effect to the fullest extent provided by law.
Clause type: payment
 3.2.1 The Client shall pay all sums properly due and payable to the Solicitor in respect of the Contract Services in cleared funds by no later than thirty (30) calendar days after the date of a validly issued invoice for such sums.
Clause type: taxes
 All taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of the Operative Documents shall have been paid or provisions for such payment shall have been made to the satisfaction of the Lessor.
Clause type: headings
The article and section headings and the table of contents are for reference and convenience only and shall not be considered in the interpretation of this Agreement.