bhaskrr/legal-clauses huggingface dataset:
Clause type: whereas
on ____, 2021, the Company entered into that certain Private Placement Warrants Purchase Agreement with CIIG Management II LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 7,500,000 warrants (or up to 8,250,000 warrants if the Over-allotment Option in connection with the Offering (as defined below) is exercised in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable) bearing the legend set forth in Exhibit B hereto (the “Sponsor Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant (as defined below); and
Clause type: ownership_of_shares
 The Stockholder has good and marketable title to and is the sole record owner of the Shares; except as set forth on Schedule 4.1 hereto, the Stockholder does not own beneficially or of record any other capital stock of Company; such Shares are validly issued, fully paid and nonassessable, with no personal liability attaching to the ownership thereof; and such Shares are owned by the Stockholder free and clear of any pledges, liens, security interests, adverse claims, assessments, proxies, participations, options, equities, charges or encumbrances of any nature whatsoever with respect to the ownership of or right to vote or dispose of such Shares, except for any encumbrances arising hereunder.
Clause type: dividends
 Declare or pay any dividends or make any other distributions on or in respect of any shares of its capital stock or otherwise to its shareholders.
Clause type: headings
The headings contained in this Agreement are for convenience of reference only and shall have no effect on the interpretation or operation hereof.
Clause type: miscellaneous
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Employee and such officer as may be specifically designated by the Board to sign on behalf of the Bank. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of South Dakota.
Clause type: governing
Law. This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
Clause type: payment_terms
 Unless stipulated otherwise in the associated Order Form, all Fees due under this Agreement are payable thirty (30) days from receipt of a correct invoice. Except as otherwise set forth in this Agreement, all Fees paid to Provider are non-refundable. Company will reimburse Provider for all costs (including reasonable attorney’s fees) associated with collecting delinquent or dishonored payments by Company that are more than thirty (30) days past due. At Provider’s option, interest charges may be added to any past due amounts at the lower of: (i) one and a half percent (1.5%) per month or (ii) the maximum amount allowed by applicable law. Payments by Company will thereafter be applied first to accrued interest and then to the principal unpaid balance. If payment of undisputed invoices is not current, Provider may suspend performing Services and shall provide Company with written notice of nonpayment. If Company does not remit payment within thirty (30) days from said notice, Provider may, at its sole discretion, terminate the applicable Order Form or this Agreement.
Clause type: entire
Agreement. This Agreement together with the other Transaction Documents constitute and contain the entire agreement among the Company and Investors and supersede any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting the subject matter hereof.
Clause type: taxes
 The Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Amendment and such other documents and instruments as are delivered in connection herewith and agrees to save the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.
Clause type: payment
 No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein and in the Indenture prescribed.
Clause type: termination
This Agreement may be terminated at any time prior to the Effective Time:
Clause type: assignment
This Agreement inures to the benefit of and is binding upon the Company and its successors and assigns, but Executive’s rights under this Agreement are not assignable, except to his/her estate.
Clause type: ownership_of_shares
 (a) Seller is the record and beneficial owner of the Shares of each Company and, except as set forth in Section 4.2(a) of the Seller Disclosure Schedule, the Shares of each Company are free and clear of all Encumbrances, excepting only restrictions on the subsequent transfer as may be imposed under applicable Laws. Section 4.2(a) of the Seller Disclosure Schedule sets forth the authorized Shares and the number of outstanding Shares for each Company. The Shares of each Company have been duly authorized, validly issued and fully paid, are non-assessable and have not been issued in violation of any pre-emptive rights, applicable Laws, the respective Company's articles of organization or the terms of any Contract to which any of the MGM Entities is a party or bound. There are no obligations, contingent or otherwise, to repurchase, redeem (or establish a sinking fund with respect to redemption) or otherwise acquire all or any portion of the Shares of either Company. There are no bonds, debentures, notes or other Indebtedness of such Company having voting rights (or convertible into securities having voting rights). Except as set forth in Section 4.2(a) of the Seller Disclosure Schedule, there are no other equity interests or securities of such Company reserved for issuance or any outstanding subscriptions, options, warrants, rights, "phantom" stock rights (or other stock appreciation rights or contractual rights, the value of which is derived from the financial performance of the Companies), convertible or exchangeable securities, stock appreciation rights, or other Contracts (other than this Agreement) granting to any Person any interest in or right to acquire at any time, or upon the happening of any stated event, any shares in such Company (whether issued or un-issued) or other equity interests or securities of the Company, or any interest in, exchangeable for, or convertible into, shares in such Company or other equity interests or securities of such Company.
Clause type: compensation
 A. Employee shall receive a base salary (the “Base Salary”) of at least $350,000 per year, payable not less frequently than monthly, for each year during the term of this Agreement, subject to proration for any partial year. Such Base Salary, and all other amounts payable under this Agreement, shall be subject to withholding as required by law.
Clause type: confidentiality
From and after the date hereof, each party hereto shall, and shall cause its Affiliates and Representatives to, hold and continue to hold in strict confidence and not utilize in its or their respective business all information and documents concerning any other party hereto or any of its Affiliates (“Confidential Information”), except where disclosure may be necessary for such party (1) to enforce its rights under this Agreement or any Companion Agreement, or (2) as may be permitted under this Agreement or any Companion Agreement or as may be expressly permitted under any other written agreement among the parties hereto or their Affiliates. Notwithstanding the foregoing, the following will not constitute “Confidential Information” for purposes of this Agreement: (a) information that is or becomes generally available to the public other than as the result of a disclosure by the receiving party or any Affiliate thereof or their respective agents or employees and (b) information that the receiving party is legally obligated to disclose pursuant to a valid subpoena or a valid request from any Governmental Authority or by the rules and regulations of any securities exchange or national market system, subject to the obligation of the receiving party to give the other party reasonable advance notice of such disclosure (to the extent not prohibited by applicable Laws) and to cooperate with the other party in seeking a protective order or other appropriate means for limiting the scope of the disclosure. Notwithstanding the foregoing, following the Closing, the foregoing restrictions in this Section 5.04 shall not apply to the use by the Buyer of any documents or information included in the Transferred Assets acquired by the Buyer hereunder.
Clause type: entire
Agreement. This Agreement, the Ancillary Agreements and the Exhibits and Schedules referenced herein and therein and attached hereto or thereto, constitute the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersede all prior negotiations, agreements, commitments, writings, courses of dealing and understandings with respect to the subject matter hereof.
Clause type: definitions
For purposes of this Agreement, the terms used in this Agreement shall be subject to the following:
Clause type: ownership_of_shares
 Shareholder has good title to all of the Shares as of the date hereof, and, except as set forth on Annex A hereto, the Shares are so owned free and clear of any liens, security interests, charges or other encumbrances.
Clause type: loans
 Any Member may, at any time, make or cause a loan to be made to the Company in any amount and on those terms as approved by a majority in interest of the other Members.
Clause type: entire
Agreement. This Agreement contains every obligation and understanding between the parties relating to the subject matter hereof and merges all prior discussions, negotiations and agreements, if any, between them, and none of the parties shall be bound by any conditions, definitions, understandings, warranties or representations other than as expressly provided or referred to herein.
Clause type: compensation
 Unless otherwise provided in the Articles of Incorporation, the Board of Directors may provide for the payment of a fixed sum and/or expenses of attendance to any member of a committee for attendance at each meeting of such committee. Provided, however, no such payments shall be made to committee members who are salaried employees of the Corporation. ARTICLE 5.
Clause type: compensation
 County agrees to pay Contractor a Total Contract Price of (type out contract price, i.e., Five Thousand Dollars and No/100 Cents) Dollars and No/100 Cents ($ ) for all of Contractors services to be provided herein, as are more specifically set forth under Section "SCOPE OF SERVICES". The Total Contract Price shall include all of County’s compensation to Contractor, including reimbursement for all expenses incurred by Contractor in the performance of this Agreement. No other fees or expenses of any kind shall be paid to Contractor in addition to the Total Contract Price. In no event shall the total services to be provided hereunder exceed the Total Contract Price. This fee may be subject to withholding for State of California income tax. Any and/or all payments made under this Agreement shall be paid by check, payable to the order of the Contractor and be mailed or delivered to Contractor at: Name: Address: City/State/Zip: Contractor may request that County mail the check to Contractor, to such other address as Contractor may from time to time designate to County. Such request must be made in writing in accordance with the procedures as outlined under Section “NOTICES”.
Clause type: assignment
This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other parties.
Clause type: dividends
 The Board of Directors may from time to time declare, and the Corporation may pay dividends in cash or in shares of the capital stock of the Corporation, in the manner and upon the terms and conditions provided by applicable laws and regulations and the Corporation's Certificate of Incorporation.
Clause type: representations
and Warranties. Each of Holdings and the Borrower represents and warrants to the Lenders that:
Clause type: definitions
SECTION 1.01 Scope of Supplemental Indenture 2 SECTION 1.02 Definitions 2 SECTION 2.01 Title and Terms 3 SECTION 2.02 Depository Global Securities 3 SECTION 2.03 Payments 3 SECTION 3.01 Survivor’s Option 3 SECTION 4.01 Trustee Acceptance 5 SECTION 4.02 Governing Law 5 SECTION 4.03 Trust Indenture Act 5 SECTION 4.04 Execution in Counterparts 5 SECTION 4.05 Severability 5 SECTION 4.06 Appointment of Paying Agent, Security Registrar and Place of Payment 5 SECTION 4.07 Ratification of Original Indenture 6 Exhibit A Form of Note A-1 One Hundred-and-Fifty-Third SUPPLEMENTAL INDENTURE, dated as of November 16, 2015 (the “Supplemental Indenture”), between SolarCity Corporation, a Delaware corporation (hereinafter called the “Company”), having its principal executive office located at 3055 Clearview Way, San Mateo, California, 94402, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (in such capacity, the “Trustee”), to the indenture, dated as of October 15, 2014, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”).
Clause type: investment-company-act
 None of the Parent or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.
Clause type: whereas
pursuant to a Master Servicing and Trust Agreement, dated as of February 1, 2006 (the "Trust Agreement"), among GS Mortgage Securities Corp., as depositor, U.S. Bank National Association, as trustee (the "Trustee") and as a custodian, Deutsche Bank National Trust Company, as a custodian and JPMorgan Chase Bank, National Assocation, as master servicer (in such capacity, the "Master Servicer"), securities administrator and a custodian, the Assignee will transfer the Mortgage Loans to the Trustee, together with the Assignee's rights under the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder). NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Clause type: investments
 The Borrower will not, and will not permit any Nationwide Core Entity to, make or permit to remain outstanding any Investments except:
Clause type: base-salary
 While Executive is employed hereunder, the Company will pay Executive a base salary at the gross annualized rate of $192,000.00 (the “Base Salary”), paid in accordance with the Company’s usual payroll practices. The Base Salary will be subject to review annually or on such periodic basis (no less than annually) as the Company reviews the compensation of the Company’s other senior executives and may be adjusted upwards in the sole discretion of the Board or its designee. The Company will deduct from each such installment any amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which Executive participates.
Clause type: investment-company-act
 The Company is not, and upon the issuance and sale of the Underwritten Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act").
Clause type: termination
This Agreement shall be subject to termination by notice given to the Company, if the sale of the Certificates provided for herein is not consummated because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform their respective obligations under this Agreement. If you terminate this Agreement in accordance with this Section 8, the Company will reimburse you for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been reasonably incurred by the Underwriter in connection with the proposed purchase and sale of the Certificates.
Clause type: indemnification
(a) Indemnitor shall protect, defend, indemnify, and hold harmless Lender and its respective successors and assigns (including, without limitation, the Trustee, following the Securitization (as defined in SECTION 9 of the Loan Agreement)), and the officers, directors, shareholders, and employees of each of them, in each case in their capacities as such (all such persons and entities being referred to herein individually as an "INDEMNITEE" and collectively as "INDEMNITEES") from and against all liabilities, losses, costs, damages, expenses or claims, including, but not limited to, remedial, removal, response, abatement, cleanup, legal, investigative, and monitoring costs and other related costs, expenses, losses, damages, penalties, fines, liabilities, obligations, defenses, judgments, suits, proceedings, and disbursements (including, without limitation, reasonable attorneys' and experts' fees and disbursements but excluding consequential damages and losses consisting of a reduction in the fair market value of a Mortgaged Property due to an Environmental Claim) which may at any time be imposed upon or incurred by any Indemnitee to the extent arising out of or relating to (directly or indirectly): (i) violation or breach by Indemnitor or any of the Mortgaged Property of, or obligations imposed on Indemnitor or any of the Mortgaged Property under, any Environmental Law; (ii) Environmental Claims (other than Environmental Claims arising subsequent to the transfer of the Mortgaged Properties as a result of Lender's exercise of remedies under the Loan Documents); (iii) failure by Indemnitor, or any other party directly or indirectly connected with any of the Mortgaged Property, or any portion thereof, to obtain, maintain, or comply with any Environmental Permit; (iv) otherwise from the presence or existence of Hazardous Substances on, under, over, or released or transported from any of the Mortgaged Property, or any portion thereof, and/or (v) any breach of any of the covenants set forth in SECTION 3 hereof.
Clause type: loans
 Borrower may prepay the Loans at any time, subject to the terms of this Agreement. Borrower shall repay the outstanding principal balance of the Loans, plus all accrued but unpaid interest thereon, on the Termination Date. Borrower may not reborrow any amounts that are prepaid in accordance with this SECTION 3.1.
Clause type: compensation
 The Fund shall pay the Adviser a fee, based on the value of the net assets of the Fund determined in accordance with the Trust's Declaration of Trust, and computed as follows:
Clause type: whereas
pursuant to the terms of the Sale Agreement, the Depositor may be required, under certain circumstances, to repurchase some of the Interim Trust Loans; and
Clause type: counterparts
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart.
Clause type: counterparts
This Agreement may be executed (including by facsimile transmission) with counterpart signature pages or in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
Clause type: investments
 All Investments of the Borrower and each of its Subsidiaries are either Permitted Investments or otherwise permitted by the terms of this Credit Agreement.
Clause type: governing
Law. This Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflict of law principles; provided, however, that nothing herein shall be construed as being inconsistent with the 1940 Act.
Clause type: definitions
Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Existing Agreement.
Clause type: confidentiality
All proceedings and all documents prepared in connection with any Arbitrable Claim shall be confidential and, unless otherwise required by law, the subject matter thereof shall not be disclosed to any person other than the parties to the proceedings, their counsel, witnesses and experts, the arbitrator, and, if involved, the court and court staff. All documents filed with the arbitrator or with a court shall be filed under seal. The parties shall stipulate to all arbitration and court orders necessary to effectuate fully the provisions of this subsection concerning confidentiality.
Clause type: vesting
 A Participant may receive an In-Service Distribution under Election 46(b) based on vesting in the distributing Account as follows (Choose one of a., b., or c.):
Clause type: interest
 As to any Note, any ownership or security interest in such Note, including any interest in such Note as the holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.
Clause type: investment-company-act
 None of the Company or its Subsidiaries is, or immediately after giving effect to the Restructuring Transactions will be, an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.
Clause type: payment
 50.1 The assessment interval is There will be continuous assessments upon safe delivery of materials to site and having met all the required quality standards and signed off.
Clause type: base-salary
 Executive’s base salary shall be $250,000 per annum (the “Base Salary”), to be paid in accordance with the Company’s customary payroll practices. Executive’s Base Salary (as defined below) will be reviewed on an annual basis by the Compensation Committee of the Board (the “Compensation Committee”) and may be increased (or decreased as part of substantially similar reductions applicable to all executives) from time to time thereafter, at the discretion of the Compensation Committee.
Clause type: loans
 AMOUNTS; INTEREST; BALANCES.......................................15 4.1 Applicable Borrowing Amounts; Interest Rates; Default Rate....................................................15 4.2 Computation of Interest.................................16 4.3 Conversion and Reborrowing of Loans.....................16 4.4 Change of Law...........................................17 4.5 Unavailability of Deposits or Inability to Ascertain the LIBOR Rate or Adjusted LIBOR Rate...................17 4.6 Yield Protection, Etc...................................18 4.7 Funding Indemnity.......................................19 4.8 Discretion of Bank as to Manner of Funding..............19 4.9 Interest Laws...........................................20 4.10 Letter of Credit Fees...................................20
Clause type: termination
This Agreement may be terminated at any time, and without payment of any penalty, by the Board of Trustees of the Trust, on behalf of the Fund, upon sixty (60) days’ written notice to the Manager. This Agreement may not be terminated during its term by the Manager without the consent of the Board of Trustees of the Trust. This Agreement will automatically terminate immediately upon the termination of the Investment Management Agreement.