bhaskrr/legal-clauses huggingface dataset:
Clause type: ownership_of_shares
 (i) Such Securityholder is the beneficial owner of, and has good, valid and marketable title to, the Subject Securities set forth opposite its name on Schedule I, (ii) such Securityholder has sole voting power, and sole power of disposition, with respect to all of its Subject Securities, (iii) such Securityholder’s Subject Shares, together with the capital stock of the Company underlying the Company Convertible Notes and Company Warrants set forth on Schedule I, are all of the shares of Company Capital Stock that are owned, either of record or beneficially, by such Securityholder and its Affiliates (other than the other Securityholders), (iv) such Securityholder’s Subject Securities are all of the equity interests of the Company or any of its Subsidiaries that are owned, either of record or beneficially, by such Securityholder and its Affiliates (other than the other Securityholders); (v) other than the Company Convertible Notes set forth on Schedule I, there is no other Indebtedness or other amounts outstanding on behalf of the Company or any of its Subsidiaries in favor of such Securityholder or any of its Affiliates; (vi) the Subject Securities owned by such Securityholder are free and clear of all Liens, other than any Liens created by this Agreement, the underlying agreements pursuant to which such s were issued or as imposed by applicable securities Laws and (vii) such Securityholder has not appointed or granted any proxy inconsistent with this Agreement, which appointment or grant is still effective, with respect to the Subject Securities.
Clause type: representations
and Warranties. The representations and warranties of the Seller set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date), except to the extent that such representations and warranties are qualified by the term “material” or contain terms such as “Seller Material Adverse Effect” in which case such representations and warranties shall be true and correct in all respects as of the date of this Agreement and at and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date). Parent shall receive at Closing a certificate signed on behalf of the Seller by an authorized officer to the foregoing effect.
Clause type: ownership_of_shares
 Stockholder (i) is the beneficial owner of the Shares indicated on Exhibit A to this Voting Agreement, which are free and clear of any liens, adverse claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, understandings or agreements, or any other rights or encumbrances whatsoever (“Encumbrances”) (except any Encumbrances arising under securities laws, arising hereunder or that are not in contravention of the obligations of Stockholder hereunder); and (ii) does not beneficially own or otherwise have rights to acquire, whether or not currently exercisable, any securities of the Company other than the Shares of the Company indicated on Exhibit A to this Voting Agreement. Stockholder hereby agrees to promptly notify the Company in writing of any new Shares of Common Stock, or any new options, warrants or other rights to purchase shares of the Company’s Common Stock, acquired after the date of this Voting Agreement.
Clause type: whereas
the proceeds of the extensions of credit under the Credit Agreement will be used in part to enable the Borrower to make valuable transfers to one or more of the other Grantors in connection with the operation of their respective businesses;
Clause type: payment
 Payment after Acceptance is normally made within 30 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum, Order, or otherwise prescribed by applicable law. Payments will be remitted by mail. Payments may be made via a State or political subdivision “Purchasing Card” with no additional charge.
Clause type: notices
Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in Section 2, (b) in the case of the Member, to the Member at its address as listed on Schedule B attached hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to the other party.
Clause type: base-salary
 The Corporation shall pay to the Executive a base salary of $192,500 payable in substantially equal periodic installments on the Corporation's regular payroll dates. The Executive's base salary shall be reviewed at least annually and from time to time may be increased (or reduced, if such reduction is effected pursuant to across-the-board salary reductions similarly affecting all management personnel of the Corporation).
Clause type: headings
The headings in this Supplement are included for convenience and will not affect the meaning or interpretation of this Supplement.
Clause type: ownership_of_shares
 Vendor is the registered and beneficial holder of the number of Shares set opposite his name on Schedule 4.1(e), with good and marketable title thereto, free and clear of all Liens. Except as disclosed in Schedule 4.1(e), no Person other than MoSys has any agreement, option, right or privilege capable of becoming an agreement for the purchase from any Vendor of any of the Shares.
Clause type: payment
 Payment of all compensation to Executive hereunder shall be made in accordance with the relevant written Company policies in effect from time to time, including normal payroll practices, and shall be subject to all applicable employment and withholding taxes. This provision shall survive the termination of Executive’s employment with the Company, for any reason.
Clause type: confidentiality
Each Lender agrees to use any confidential information which it may receive from the Borrower or its Affiliates concerning the Borrower or its Affiliates or its or their Properties (“Confidential Information”) solely for the purposes of the Loan Documents and the transactions provided for therein and not for any other purpose. Each Lender agrees to hold Confidential Information in confidence and to not disclose Confidential Information to any Person other than (a) the other Lenders, Affiliates of such Lender, and Affiliates of the other Lenders, (b) legal counsel to such Lender, (c) professional advisors (such as petroleum engineering, geological and geophysical firms) who are engaged by such Lender or any potential Transferee to evaluate the properties of Borrower and its Affiliates in connection with the Loans, provided that prior to delivering Confidential Information to any such advisor, such advisor shall have entered into a confidentiality agreement in the form of Exhibit H, and (d) to any of the following Persons, provided that such Person is advised of and agrees to be bound by the obligations of confidentiality contained in this section: (i) the direct or indirect contractual counterparties of such Lender or such Lender’s Affiliates in swap agreements relating to the obligations or assets of Borrower or its Subsidiaries, (ii) rating agencies if required by such agencies in connection with a rating relating to the Advances hereunder, (iii) any Transferee, and (iv) as permitted by Section 15.4. Nothing contained herein shall be deemed to prevent disclosure of any Confidential Information if such disclosure (A) is required by law, rule, regulation or regulatory officials, (B) is required to be made in a judicial, administrative or governmental proceeding pursuant to a valid subpoena or other applicable order, or (C) is made to any Person in connection with any legal proceeding to which such Lender is a party; provided, however, in making any such disclosure, only that portion of the Confidential Information relevant in the circumstances described above shall be disclosed and all reasonable efforts shall have been taken to preserve the confidentiality thereof.
Clause type: investment-company-act
 None of the Borrower or its Affiliates is an “investment company” or a company “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.
Clause type: interest
 (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the ABR plus the Applicable Margin.
Clause type: notices
Any notices or other communication or document to be given or delivered pursuant to this Agreement to any of the parties hereto shall be sufficiently served if sent by prepaid first class post, by hand or by facsimile transmission and shall be deemed to be given (in the case of facsimile transmission) when despatched or (where delivered by hand) on the day of delivery if delivered before 17.00 hours on a London Business Day or on the next London Business Day if delivered thereafter or (in the case of first class post) when it would be received in the ordinary course of the post and shall be sent:
Clause type: counterparts
For the purpose of facilitating the execution of this Amendment, and for other purposes, this Amendment may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties. The original documents shall be promptly delivered, if requested.
Clause type: termination
Notwithstanding any provision herein to the contrary, the Employee’s employment hereunder shall be terminated upon any of the following events: (i) by mutual agreement; (ii) the death or Disability of the Employee; (iii) the termination of the Employee’s employment by the Company for any reason or no reason; or (iv) the termination by the Employee; provided that any termination pursuant to this clause (iv) of Section 4.1 shall be communicated by a notice from the Employee to the Company and such termination shall be effective after either: (A) sixty (60) days’ written notice, or (B) ninety (90) days’ written notice if any periodic or annual report would be required to be filed by the Company within that sixty-day period, and in such event, the Company has the right to extend Employee’s employment with the Company. Upon notice from the Employee that the Employee will terminate his employment pursuant to clause (iv) of the foregoing, the Company shall have the option to terminate Employee’s employment within two (2) weeks. In the event of the Disability or temporary disability of the Employee, the Company shall have the right to appoint: (i) a temporary replacement to assume some or all of the Employee’s duties, if the Company, in its sole discretion, determines that the Employee’s condition may render him incapable of effectively performing some or all of your essential duties for your position with the Company described in this Agreement (any such determination to be made by the Company in good faith); and (ii) a permanent replacement if the Employee’s employment hereunder is terminated because of such Disability. During any period the Employee is temporarily disabled, the Company will continue, on the same terms and conditions, the Employee’s Annual Payment and Benefits. Any period of paid disability leave under this Section shall be counted against any period of unpaid leave to which the Employee may be entitled under any federal, state or local family and medical leave laws.
Clause type: assignment
15. (1) Subject to the provisions of this Clause, the Company may at any time assign, mortgage, charge, sublet or dispose of to any person, with the consent of the Minister, the whole or any part of the rights of the Company hereunder (including its rights to or as the holder of any lease, licence, easement or other title) and of the obligations of the Company hereunder subject however, in the case of an assignment, subletting or disposition, to the assignee, sublessee or disponee (as the case may be) executing in favour of the State (unless the Minister otherwise determines) a deed of covenant in a form to be approved by the Minister to comply with, observe and perform the provisions hereof on the part of the Company to be complied with, observed or performed in regard to the matter or matters the subject of such assignment, subletting or disposition.
Clause type: payment
 Contractor shall pay Subcontractor the Subcontract Sum in progress payments based on the percentage of completion of the Subcontract Work in accordance to schedule of values in the Contract Documents less 10% retainage or such lesser percentage specified by law or the Contract Documents provided Subcontractor is in complete compliance with all provisions of this Subcontract. Subcontractor shall hold all payments received as trust funds for the benefit of anyone furnishing labor, material, services, tools and equipment to Subcontractor for the Project. Subcontractor shall make all payments for any labor, material, services, tools and equipment promptly when due. Contractor may make any payments due to Subcontractor payable jointly or directly to anyone to whom payment is due from Subcontractor. Applications for payment shall be on a form acceptable to Contractor, based on a schedule of values for the various portions of the Subcontract Work approved by Contractor prior to submission of the first application, and accompanied by such documentation, affidavits, waivers of liens and releases as Contractor may require. Subcontractor shall submit each application for payment no later than Wednesday for payment the following Friday unless Contractor or the Contract Documents specify otherwise. Late or incomplete applications will not be processed until the following week. Contractor shall make progress, and final, payment within 15 days after receipt of payment for Subcontractor’s Subcontract Work from Owner, or such shorter time as required by applicable law. To the full extent permitted by applicable law, Contractor’s receipt of payment from Owner shall be, in each instance, a condition precedent to Subcontractor’s right to receive payment from Contractor. Contractor may decline to make a payment because of evidence of:
Clause type: counterparts
This Agreement may be executed in any number of counterparts and by different parties in separate 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. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. Delivery of an executed counterpart of a signature page of this Agreement by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement. Without limiting the foregoing, to the extent a manually executed counterpart is not specifically required to be delivered, upon the request of any party, such fax transmission or electronic mail transmission shall be promptly followed by such manually executed counterpart.
Clause type: now
THEREFORE in consideration of the mutual promises hereinafter contained in this Agreement, the Fund and BNY hereby agree as follows:
Clause type: base-salary
 In consideration for all services rendered by Executive during the term of this Agreement, Employer shall pay Executive an annual base salary (before all customary and proper payroll deductions) of $220,000 as adjusted from time to time (“Base Salary”). The Board of Directors of the Employer shall review Executive’s salary each year, in a manner consistent with that used for all management employees of the Employer, and in its sole discretion may adjust such salary commensurate with the Executive’s performance under this Agreement.
Clause type: counterparts
This Agreement may be executed in multiple counterparts (including by facsimile or pdf or other electronic document transmission), each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.
Clause type: termination
This Agreement shall continue in full force and effect until the first to occur of: (a) termination by the Custodian by an instrument in writing delivered or mailed (certified mail, return receipt requested) to the Fund, such termination to take effect not sooner than ninety (90) days after the date of such delivery or receipt; (b) termination by the Fund by an instrument in writing delivered or mailed (certified mail, return receipt requested) to the Custodian, such termination to take effect not sooner than ninety (90) days after the date of such delivery or receipt; or (c) termination by the Fund by an instrument in writing delivered to the Custodian, based upon the Fund's determination that there is reasonable basis to conclude that the Custodian is insolvent or that the financial condition of the Custodian is deteriorating in any material respect, in which case termination shall take effect upon the Custodian's receipt of such notice or at such later time as the Fund shall designate. In the event of termination pursuant to this Article VII, the Fund shall make payment of all accrued fees and unreimbursed expenses within a reasonable time following termination and delivery of a statement to the Fund setting forth such fees and expenses. The Fund shall identify in any notice of termination a successor custodian to which the cash, securities and other Assets of the Fund shall, upon termination of this Agreement, be delivered. In the event that securities and other Assets remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to appoint a successor custodian, the Custodian shall be entitled to compensation for its services in accordance with the fee schedule most recently in effect, for such period as the Custodian retains possession of such securities and other Assets, and the provisions of this Agreement relating to the duties and obligations of the Custodian and the Fund shall remain in full force and effect for such period. In the event of the appointment of a successor custodian, the cash, securities and other Assets owned by the Fund and held by the Custodian, any Subcustodian or nominee shall be delivered, at the terminating party's expense, to the successor custodian; and the Custodian agrees to cooperate with the Fund in the execution of documents and performance of other actions necessary or desirable in order to substitute the successor custodian for the Custodian under this Agreement.
Clause type: payment
 The purchase rights under this Warrant may be exercised by Holder, in whole or in part, by the surrender of this Warrant at the principal office of the Company located at 410 Saw Mill River Road, Suite 2065, Ardsley, New York 10502, and by the payment to the Company, by certified, cashier's or other check acceptable to the Company, of an amount equal to the aggregate Warrant Price of the shares being purchased.
Clause type: taxes
 It is understood that the Transfer Agent shall file such appropriate information returns concerning the payment of dividends and capital gain distributions with the proper federal, state and local authorities as are required by law to be filed by each Company and shall withhold such sums as are required to be withheld by applicable law.
Clause type: investment-company-act
 The Company is not, and immediately after receipt of payment for the Notes will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: board
 Brown-Forman Corporation June 29, 2015 We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described Form 8-K and to the reference to this firm under the caption “Legal Matters” in the Prospectus dated June 24, 2015 that forms part of the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Act. Very truly yours, /s/ Hogan Lovells US LLP
Clause type: dividends
 After the date of this Agreement, each of PNU and Monsanto shall coordinate with the other the payment of dividends with respect to the PNU Common Stock and Monsanto Common Stock and the record dates and payment dates relating thereto, it being the intention of the parties hereto that holders of PNU Common Stock and Monsanto Common Stock shall not receive two dividends, or fail to receive one dividend, for any single calendar quarter with respect to their shares of PNU Common Stock and/or Monsanto Common Stock and any shares of Monsanto Common Stock that any such holder receives in exchange for such shares of PNU Common Stock in the Merger.
Clause type: insurance
28.1 Tenant shall procure and shall maintain in effect, at Tenant's sole cost and expense throughout the term of this Lease, including any extensions and renewals thereof, public liability and property damage insurance against claims for bodily injury, death or property damage occurring upon or about the Premises or Building, in each case naming Landlord as additional insured and, upon request by Landlord, naming the holder of any mortgage, deed of trust or like encumbrance or the lessor under any underlying lease covering the Building as additional insured, with a limit of liability of not less than $2,000,000.00 single limit. If from time to time, the limits of liability set forth above are, in the reasonable opinion of Landlord, inadequate, Tenant shall increase such insurance coverage to an amount as shall be designated by Landlord's notice to Tenant. Tenant shall also procure and maintain, at Tenant's sole cost and expense throughout the term of this Lease, casualty insurance on Tenant's personal property in the Premises and any leasehold improvements which the Tenant installed at its own cost in an amount at least equal to the full replacement cost of such property, providing coverage against all perils insured against by a "fire and extended coverage" policy, as well as sprinkler damage, vandalism and malicious mischief. Tenant shall also obtain the following insurance:
Clause type: ownership_of_shares
 By I.A. EUROPE's issuance of the I.A. EUROPE shares to the SELLERS pursuant to this Agreement, the SELLERS will thereby acquire good, absolute marketable title thereto, free and clear of all liens, encumbrances and restrictions of any nature whatsoever, except by reason of the fact that such I.A. EUROPE shares will not have been registered under the 33 Act, or any applicable state securities laws.