bhaskrr/legal-clauses huggingface dataset:
Clause type: private_equity
 After the date of the Funding Threshold, M.I.T. (specifically not including M.I.T. Holders) shall have the right to purchase additional shares of the COMPANY’S Common Stock in any private offering by the COMPANY of its equity securities in exchange for cash, to maintain its pro rata ownership as calculated immediately prior to such offering on a Fully Diluted Basis, pursuant to the terms and conditions as those granted to the other offerees. All rights granted to M.I.T. pursuant to this Section 4.1(g)(iii) shall terminate immediately prior to a firm commitment underwritten public offering of the COMPANY’S common stock resulting in gross proceeds to the COMPANY of at least $[**]. M.I.T.’s rights under this Section shall not apply to the following equity securities (i) shares of Common Stock issued or issuable to employees, consultants or directors of COMPANY pursuant to an option plan (including shares issued or issuable upon exercise of options already granted); (ii) securities issued in connection with any stock split or stock dividend by COMPANY; (iii) and shares of Common Stock issued upon conversion of COMPANY Preferred Stock; (iv) securities issued in consideration for the acquisition or licensing of technology or a corporate
Clause type: compensation
 During the Term of the Executive's employment with the Company hereunder, the Company will compensate the Executive as follows:
Clause type: investment-company-act
 The Borrower shall not take any action that would result in the Borrower being required to register as an “investment company” under the Investment Company Act.
Clause type: taxes
 As of the Closing, the Buying Fund will (i) have filed all federal and other tax returns and reports that have been required to be filed, (ii) have paid or provided for payment of all federal and other taxes shown to be due on such returns or on any assessments received, (iii) have adequately provided for all tax liabilities on its books, (iv) except as disclosed to the Selling Fund, not have had any tax deficiency or liability asserted against it or question with respect thereto raised, and (v) except as disclosed to the Selling Fund, not be under audit by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid.
Clause type: base-salary
 Employer agrees to pay Employee an annual base salary of [$ amount], payable in installments at the same time that the other management employees of the Employer are paid.
Clause type: confidentiality
The Contractor must maintain confidentiality of all confidential data, files, and records related to the commodities or contractual services provided pursuant to the Contract and must comply with all state and federal laws, including, but not limited to sections 381.004, 384.29, 392.65, and 456.057, F.S. The Contractor’s confidentiality procedures must be consistent with the most recent version of the Department security policies, protocols, and procedures. The Contractor must also comply with any applicable professional standards with respect to confidentiality of information.
Clause type: capitalization
 As of the date hereof, the Members (including Renee Harrison) own all the profit and loss interests in Operating Company and 70 percent of the capital interest. All outstanding capital interests of Operating Company (“Operating Company Interest”) are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights or rights of first refusal created by statute, the articles of organization or operating agreement of Operating Company or any agreement to which Operating Company is a party or by which it is bound, and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof or under applicable federal or state securities or “blue sky” laws. Operating Company has no outstanding bonds, debentures, notes or other obligations the holders of which have or upon the happening of certain events would have the right to vote (or which are convertible into or exercisable or exchangeable for securities having the right to vote) with the holders of any interest of Operating Company on any matter. There are no existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements, appreciation rights or similar derivative securities or instruments or commitments that obligate Operating Company to issue, transfer or sell any Operating Company membership interests or make any payments in lieu thereof. There are no agreements or understandings to which Operating Company is a party with respect to the voting of any Operating Company Interest or which restrict the transfer of any such Interests, nor does the Operating Company or the Members (including Renee Harrison) have knowledge of any such agreements or understandings with respect to the voting of any such Interest or which restrict the transfer of any such Interest. There are no outstanding contractual obligations of Operating Company to repurchase, redeem or otherwise acquire any Operating Company Interest or any other securities of Operating Company. Operating Company is not under any obligation, contingent or otherwise, by reason of any agreement to register any of its securities under the Securities Act. True and complete copies of all agreements and instruments relating to the securities described above and in Section 3.3 of the Operating Company/Members Disclosure Letter have been provided to Publico and such agreements and instruments have not been amended, modified or supplemented, and there are no agr...
Clause type: ownership_of_shares
 Schedule I sets forth opposite Shareholder's name the number of shares of Common Stock over which Shareholder has record and beneficial ownership as of the date hereof. As of the date hereof, Shareholder is the lawful owner of the shares of Common Stock denoted as being owned by Shareholder on Schedule I and has the sole power to vote or cause to be voted such shares. Shareholder does not own or hold any right to acquire any additional shares of any class of capital stock of the Company or other securities of the Company or any interest therein or any voting rights with respect to any securities of the Company other than the Subject Shares. Shareholder has good and valid title to the Common Stock denoted as being owned by Shareholder on Schedule I, free and clear of any and all pledges, mortgages, Encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those created by this Agreement. There are no claims for finder's fees or brokerage commission or other like payments in connection with this Agreement or the transactions contemplated hereby payable by Shareholder pursuant to arrangements made by Shareholder.
Clause type: investments
 Neither the Company nor any Subsidiary will make or acquire any Investment in any Person, other than:
Clause type: ownership_of_shares
 Seller is the record owner of, and owns legally and beneficially, all of the Shares in the amounts set forth opposite Seller’s name on Section 4.3(a) of the Disclosure Schedules, free and clear of any and all Liens (other than the rights set forth in this Agreement). At the Closing, Seller shall transfer to the Buyer good title to Seller’s Shares, free and clear of all Liens and other restrictions on transfer. Seller is not a party to any option, warrant, purchase right, or other Contract or commitment that could require Seller to sell, transfer or otherwise dispose of any of Seller’s Purchased Shares (other than this Agreement or the other agreements contemplated hereby). Seller does not, with respect to the Company, own any securities, options, warrants, rights, contracts, pledges, calls, puts, rights to subscribe, conversion rights, rights to purchase, preemptive rights, rights of first refusal, co-sale rights, exchange rights, stock appreciation rights or similar rights (including rights issued by the Company that are derivative of the price of any capital stock of the Company), phantom stock or other similar agreements or commitments to which Seller is a party or which are binding upon Seller providing for the voting, issuance, disposition, repurchase, redemptions or acquisition of Seller’s Shares or any rights or interests exercisable therefor.
Clause type: taxes
 Borrower and its Subsidiaries shall pay when due all material taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against Borrower, Agent, Lender or the Collateral or upon Borrower’s ownership, possession, use, operation or disposition thereof or upon Borrower’s rents, receipts or earnings arising therefrom. Borrower shall file on or before the due date therefor all personal property tax returns in respect of the Collateral. Notwithstanding the foregoing, Borrower may contest, in good faith and by appropriate proceedings, taxes for which Borrower maintains adequate reserves therefor in accordance with GAAP.
Clause type: compensation
 3.1 The Company agrees to pay, and the Executive agrees to accept, as base compensation for all services to be rendered by the Executive in any capacity to the Company or its affiliates during the Employment Term, a salary of $100,000 per annum, subject to such deductions and withholdings as may be required by law or by further agreement with the Executive (the "Base Salary"), payable in arrears in equal bi-weekly installments. The Base Salary may be increased from time to time in the discretion of the Board. Any such increases shall be added to the Base Salary then being paid to the Executive, and the sum thereof shall then become the Base Salary for each successive year, until further adjusted in accordance with the provisions of this Section 3.1.
Clause type: compensation
 For all services rendered by the Executive in any capacity required hereunder, including, without limitation, services as an officer, director, or member of any committee of Sterling, or any subsidiary or division thereof, the Executive shall be compensated as follows:
Clause type: entire
Agreement. This instrument and the attachments hereto contain the entire understanding of the parties and may not be changed orally, but only by an instrument in writing signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought.
Clause type: loans
 Each loan reflected as an asset in the Financial Statements is the legal, valid and binding obligation of the obligor of each loan, enforceable in accordance with its terms, subject to the Remedies Exception; provided, however, that no representation or warranty is made as to the collectibility of such loans. The Company's Subsidiaries do not have in their portfolios any loan exceeding their legal lending limit, and except as disclosed in Section 5.25 of the Company Disclosure Schedule, there are no significant delinquent, substandard, doubtful, loss, nonperforming or problem loans.
Clause type: entire
Agreement. This Agreement and the documents referred to herein constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof.
Clause type: loans
 Make any loans in a principal amount in excess of $750,000, or make any loans outside of the District of Columbia, Delaware, Maryland, Pennsylvania, Virginia and West Virginia.
Clause type: grant
 As of July 2, 2007, the Company hereby grants and issues to the Participant, and the Participant hereby accepts the grant of the Shares in such number as is specified in attached Exhibit A. Concurrent with the execution and delivery of the Agreement, the Company will cause the stock certificates representing the Shares to be issued in Participant’s name. To the extent the Participant hereby acquires the Shares and the Shares are not fully vested as of the date hereof, such Shares shall constitute “Restricted Shares” and shall be subject to all of the restrictions described herein. Stock certificates representing Restricted Shares shall be held by the Company until such time as the Shares vest.
Clause type: base-salary
 Compensation paid to the Employee for the services rendered by the Employee as required by this Agreement will include an annual salary of CDN $200,000.00, less any lawful and applicable deductions and remittances, payable every two weeks while this Agreement is in force (the “Base Salary”).
Clause type: assignment
Except as permitted herein, neither party may assign the Agreement, in whole or in part, without the prior written consent of the other, not to be unreasonably withheld. Any attempt by either party to assign or transfer the Agreement without the prior written consent of the other will be null and void. Notwithstanding the foregoing, We may at any time upon notice to You assign or otherwise transfer Our rights and obligations under the Agreement to any of Our Affiliates or successors in business.
Clause type: grant
 The Landlord hereby leases to the NPO, and the NPO accepts, a certain parcel of land together with the improvements thereon and the fixtures therein, known as the WI Patterson Recreation Center, located at 2614 Crest St., and sited on City Parcel 114264, in the County of Durham, North Carolina ("the Premises"). The Premises are located in the City of Durham.
Clause type: capitalization
 The authorized capital stock of MOD and each of its subsidiaries is as set forth in SCHEDULE 4.2. As of the date hereof, the number of Shares of MOD which are issued and outstanding is as set forth in SCHEDULE 4.2. Except as set forth in SCHEDULE 4.2, all of the issued and outstanding Shares of MOD are validly issued, fully paid, and non-assessable and free of preemptive rights or similar rights created by statute, the Articles of Incorporation or Bylaws of MOD or any agreement by which MOD or any of its subsidiaries or the MOD Shareholders is a party or by which it is bound. Except (a) as set forth above or, (b) as disclosed in SCHEDULE 4.2, there are not as of the date of this Agreement any shares of capital stock of MOD issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities, or other agreements or commitments obligating MOD to issue, transfer, or sell any shares of its capital stock.
Clause type: taxes
 Each Loan Party and each of their Subsidiaries has timely filed all federal and all material provincial, state, municipal, foreign and other tax returns and reports required to be filed, and have timely paid all federal and all material provincial, state, municipal, foreign and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets or otherwise due and payable (including in their capacity as a withholding agent), except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There are no Tax audits, deficiencies, assessments or other claims with respect to any Loan Party or any of their Subsidiaries that, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.
Clause type: investments
 The Credit Parties shall not, and shall not permit any Subsidiary to, make or have outstanding Investments in or to any Person, except for:
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of (i) 500,000,000 shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”), of which, as of the close of business on June 21, 2019 (the “Capitalization Date”), there were 57,369,022 shares issued and outstanding (excluding 2,469,978 shares of Company Common Stock held in treasury) and (ii) 25,000,000 shares of preferred stock, par value $0.001 per share (the “Company Preferred Stock”), of which no shares are issued and outstanding. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights.
Clause type: counterparts
This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.
Clause type: headings
Headings used in this Agreement are for reference only and shall not be deemed a part of this Agreement.
Clause type: investment-company-act
 No Seller Party or any of its Subsidiaries is required to register under the Investment Company Act and it is not necessary for the REO Subsidiary to register under the Investment Company Act as it is not within the definition of investment company in Section 3(a)(1) of the Investment Company Act.
Clause type: base-salary
 In consideration of the Executive’s performance of the obligations under this Agreement, the Company shall pay or cause to be paid to the Executive a salary at the annual rate of $205,368, payable according to the regular payroll practices of the Company. The Executive’s salary shall be subject to annual review. The Executive’s salary, as the same may be modified from time to time, is referred to in this Agreement as the “Base Salary.” All compensation under this Agreement shall be subject to customary income tax withholding and such other employment taxes as are imposed by law.
Clause type: whereas
the Company desires to employ Employee and to enter into this Agreement embodying the terms of such employment, and Employee desires to enter into this Agreement and to accept such employment, subject to the terms and provisions of this Agreement.
Clause type: vesting
 Upon the Employer’s freezing under Section 11.04(A) of the Plan which is a Profit Sharing Plan or 401(k) Plan, an affected Participant’s right to his/her Account Balance is 100% Vested, irrespective of the Vested percentage which otherwise would apply under Article V.
Clause type: notices
Any notices required or permitted to be given under the terms of this Agreement shall be sent by certified or registered mail (return receipt requested) or delivered personally or by courier (including a recognized overnight delivery service) or by facsimile and shall be effective five days after being placed in the mail, if mailed by regular United States mail, or upon receipt, if delivered personally or by courier (including a recognized overnight delivery service) or by facsimile, in each case addressed to a party. The addresses for such communications shall be: If to the Company, to: ID Global Solutions Corporation 160 East Brantley Drive Longwood, FL 32779 Attention: Thomas R. Szoke Telephone: (407) 951-8640 Facsimile: With a copy to: Fleming, PLLC Attn: Stephen Fleming 49 Front Street, Suite 206 Rockville Centre, NY 11570 Telephone: (516) 833-5034 Facsimile: (516) 977-1029 If to the Buyer(s), to the address set forth on the signature page. Each party shall provide notice to the other party of any change in address.
Clause type: grant
 The Company hereby grants to Employee the right to purchase up to 140,000 shares of common stock of the Company at a price of $1.25 per share (which price equals the fair market value of the Company's common stock as of the date of the grant), on the terms and conditions set forth herein. This option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code, as amended, and is not made pursuant to any Company stock option plan. Employee agrees that Employee and any other person who may be entitled hereunder to exercise this option shall be bound by all terms and conditions of this Agreement. This Agreement and the grant of the option herein shall not be effective unless and until Employee commences full time employment with the Company pursuant to the terms of the Employment Agreement. If Employee does not commence full time employment with the Company pursuant to the terms of the Employment Agreement, this Agreement and the option granted herein shall be null and void, and the parties hereto shall be deemed to have no rights or obligations under this Agreement whatsoever.
Clause type: base-salary
 During the Term of his employment by the Company under this Agreement, Employee shall receive an initial annual salary of $728,300 as of the Effective Date and, due to such increases as have occurred from the Effective Date to the date hereof, an annual salary of $791,970 as of the date hereof ("Base Salary") (less withholding for applicable taxes), payable in accordance with the Company's payroll procedures for its salaried employees, subject to such increases as may be approved by the Compensation Committee of Holdings' Board of Directors (the "Compensation Committee").
Clause type: headings
The table of contents and headings of this Agreement are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.
Clause type: representations
and Warranties. In order to induce the Lenders to enter into this Agreement and to make the Loans, the Borrower or each Credit Party, as applicable, makes the following representations and warranties, in each case on a daily basis, all of which shall survive the execution and delivery of this Agreement and the making of the Loans:
Clause type: loans
 (a) Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their applicable Revolving Commitments; provided, that, the failure of any Lender to make any Revolving Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Revolving Loan required to be made by such other Lender). Except for Revolving Loans deemed made pursuant to Section 2.17(e), any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than $500,000 or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
Clause type: taxes
 Borrower and each of its Subsidiaries has to the best knowledge of Borrower after due investigation filed all tax returns and reports required by law to have been filed by it and has paid all taxes and governmental charges thereby shown to be owing, except any such taxes or charges which are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books or which the failure to file or pay could not reasonably be expected to have a Material Adverse Effect.
Clause type: dividends
 (a) Upon the declaration of each dividend and each capital gains distribution by the Board of Directors of a Fund with respect to Shares of the Fund, the Fund shall furnish or cause to be furnished to the Transfer Agent Written Instructions setting forth the date of the declaration of such dividend or distribution, the ex-dividend date, the date of payment thereof, the record date as of which Shareholders entitled to payment shall be determined, the amount payable per Share to the Shareholders of record as of that date, the total amount payable to the Transfer Agent on the payment date and whether such dividend or distribution is to be paid in Shares at net asset value.