bhaskrr/legal-clauses huggingface dataset:
Clause type: taxes
 IHK and each of the IHK Subsidiaries have (a) filed all federal, state, local and foreign tax returns required to be filed by them prior to the date of this Agreement (taking into account extensions), (b) paid or accrued all taxes shown to be due on such returns and have paid all applicable ad valorem and value added taxes as are due, and (c) paid or accrued all taxes for which a notice of assessment or collection has been received (other than amounts being contested in good faith by appropriate proceedings), except in the case of any failure to file such returns or to pay or accrue such taxes which would not individually or in the aggregate, have an IHK Material Adverse Effect. IHK has open years for federal income tax returns and state income and franchise tax returns only as set forth in the Section 4.12 of the IHK Disclosure Schedule. IHK and each IHK Subsidiary have withheld or collected and paid over to the appropriate Governmental Entity (or are properly holding for such payment) all taxes required by Law to be withheld or collected. Neither IHK nor any IHK Subsidiary has made an election under Section 341(f) of the Code. No requests for waivers of the time to assess any taxes against IHK or any IHK Subsidiary have been granted or are pending, except for requests with respect to such taxes that have been adequately reserved for in the most recent financial statements contained in the IHK SEC Reports, or, to the extent not adequately reserved, the assessment of which would not, in the aggregate, have an IHK Material Adverse Effect. Except as set forth in Section 4.12 of the IHK Disclosure Schedule, neither IHK nor any IHK Subsidiary has made any payments, is obligated to make any payments, or is a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Section 280G of the Code. As used in this Agreement the term "taxes" includes all federal, state, local and foreign income, franchise, property, sales, use, excise and other taxes, including without limitation obligations for withholding taxes from payments due or made to any other person and any interest, penalties or additions to tax.
Clause type: definitions
As used herein, (i) “Business Combination” shall mean a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Capital Shares” shall mean, collectively, the Ordinary Shares and the Founder Shares; (iii) “Founder Shares” shall mean the 2,875,000 Class F ordinary shares of the Company, par value $0.0001 per share, outstanding prior to the consummation of the Public Offering (or 2,500,000 Class F ordinary shares if the over-allotment is not exercised by the Underwriters); (iv) “Private Placement Warrants ” shall mean the Warrants to purchase Ordinary Shares that will be acquired by the Sponsor and the Representatives for an aggregate purchase price of $5.25 million (or $5.775 million if the over-allotment is exercised by the Underwriters), or $1.00 per Warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (v) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (vi) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.
Clause type: capitalization
 The fully diluted share capital and cap table of the Company immediately prior to and after the Closing (including the amount of share capital, the type and number of the authorized share capital and of the issued and outstanding share capital, par value of each type of shares and list of shareholders) are each set forth in Schedule A attached hereto.
Clause type: investments
 The Borrower shall not make, and shall not instruct any relevant Person to make, any Investments except:
Clause type: ownership_of_shares
 AP Holdings is the lawful owner, beneficially and of record, of the Exchanged Shares, free and clear of all Liens. AP Holdings has full legal right, power and authority to enter into this Agreement and to exchange, assign, transfer and convey the Exchanged Shares pursuant to this Agreement and the delivery to ASP of the Exchanged Shares pursuant to the provisions of this Agreement will transfer to ASP good and valid title thereto, free and clear of all Liens.
Clause type: grant
 (a) Upon execution of a License Form by LICENSEE and upon acceptance and execution by LICENSOR, LICENSOR grants to LICENSEE a nonassignable, nonexclusive, nontransferable right and license, without the right to grant sublicenses to use each Program(s) set forth on each License Form entered into hereunder for the number of simultaneous tasks, License Term and within the scope of the License Type specified on the License Form. LICENSEE shall use the Program(s) for Licensee’s own internal data processing purposes and shall not make all or any part of any Program(s) available to any third person other than Contract User(s), including without limitation providing data processing services, serving as an application service provider, or providing batch processing services. LICENSEE’S use of each Program(s) shall be restricted to the Designated Site set forth on the applicable License Form in strict accordance with the limitations set forth in this Section and the License Type identified on the applicable License Form. All changes of the Designated Network are permitted only with the prior written consent of LICENSOR and payment of any administration fees. Nothing contained herein shall be deemed to convey to LICENSEE any title, ownership, copyright or any other intellectual property rights in or related to a Program(s). LICENSEE shall not permit the use of the Program(s) by persons other than its employees and its Contract User(s). LICENSEE will require the Contract User(s) to agree in writing to (i) use the Program(s) only to perform internal data processing services for LICENSEE and (ii) to be bound by terms equivalent to those set out in this Agreement. LICENSEE remains responsible for the use of the Program(s) by all Contract User(s).
Clause type: entire
Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and thereof and supersedes and cancels any and all previous agreements, written and oral, regarding the subject matter hereof between the parties hereto. This Agreement shall not be changed, altered, modified or amended, except by a written agreement signed by both parties hereto.
Clause type: confidentiality
As used in this Agreement, the term "Confidential Information" means any and all of the Company's trade secrets, confidential and proprietary information and all other information and data of the Company that is not generally known to third persons who could derive economic value from its use or disclosure, including, without limitation, the Company's profile of prospective or current vendors or customers, business methods and structure, details of the Company's contracts and business matters, employee compensation, personnel information, marketing strategies and plans, business plans, pricing information and strategies, costs information, and financial data, whether or not reduced to writing or other tangible medium of expression, including work product created by Employee in rendering services to the Company. During his employment with the Company and thereafter, Employee will not use or disclose to others any of the Confidential Information except as authorized in writing by the Company or in the performance of work assigned Employee by the Company. Employee also will abide by the Company's policies protecting the Confidential Information. Employee's confidentiality obligations shall continue as long as the Confidential Information remains confidential, and shall not apply to information which becomes generally known to the public through no fault or action of Employee. Employee agrees that the Company owns the Confidential Information and Employee has no rights, title or interest in any of the Confidential Information. At the Company's request or upon termination of Employee's employment with the Company for any reason, Employee will immediately deliver to the Company all materials (including all copies and electronically stored data) containing any Confidential Information in Employee's possession, custody or control.
Clause type: confidentiality
(a) Each of the parties shall hold, and shall cause its Representatives to hold, in confidence all documents and information furnished to it by or on behalf of the other party in connection with the transactions contemplated hereby pursuant to the terms of the confidentiality agreement dated as of June 10, 2020, by and between ECG, Holdings and RCP Advisors 3, LLC (the “Existing Confidentiality Agreement”), which shall continue in full force and effect until the Closing Date, at which time such Existing Confidentiality Agreement and the obligations of the parties under this Section 6.9(a) shall terminate. If for any reason this Agreement is terminated prior to the Closing Date, the Existing Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. Following Closing, the confidentiality arrangements between the parties shall be governed by the remainder of this Section 6.9.
Clause type: base-salary
 During the Term, the Executive’s annual base salary (the “Base Salary”) shall be paid in accordance with the Corporation’s regular payroll practices in effect from time to time, but not less frequently than in monthly installments. As of the Effective Date, the Executive’s Base Salary shall be at an annualized rate of $400,000. During the Term, subject to Section 5, the Board (or a subcommittee thereof) will annually review, and may adjust in its discretion, the Executive’s rate of Base Salary. The term “Base Salary” as utilized in this Agreement shall refer to the Base Salary as so adjusted.
Clause type: confidentiality
Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 44.2 (Disclosure of Confidential Information) and Clause 44.3 (Disclosure to numbering service providers) and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.
Clause type: taxes
 The issuance of the Shares upon the exercise of this Warrant, and the delivery of certificates or other instruments representing such Shares, shall be made without charge to the Holder for any tax or other charge of whatever nature in respect of such issuance and the Company shall bear any such taxes in respect of such issuance.
Clause type: headings
All Section headings or other titles used in this Contract are used solely for convenience and shall not affect or be used in connection with the interpretation or construction of this Contract.
Clause type: whereas
the undersigned Augmenting Lender was not an original party to the Credit Agreement but now desires to become a party thereto;
Clause type: now
THEREFORE intending to be legally bound hereby, the parties hereto agree as follows:
Clause type: payment
 (a) You agree to pay all Charges shown on each monthly Account statement on receipt. Each monthly statement of Charges shall be deemed to have been received by you or the Card Member (depending on the billing system in place) upon the date of the actual receipt or the seventh day following its dispatch by us. In the event of your non-receipt of our monthly statement you shall be liable to make payment of the Charges within 21 days of incurring the Charge or earlier if requested by us. Failure to pay on time and in full is a material breach of this Agreement.
Clause type: termination
The Underwriters may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Date (or, in the case of an Option Closing Date that is subsequent to the Closing Date for the Firm Shares), (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings or business affairs of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, in each case the effect of which is such as to make it, in the judgment of the Underwriters, impracticable or inadvisable to proceed with the completion of the offering or to enforce contracts for the sale of the Shares, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof involving the United States or other material calamity or crisis or any material adverse change or development involving a prospective material adverse change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable good faith judgment of the Representative, impracticable or inadvisable to proceed with the completion of the offering or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or NYSE where trading has not been suspended or materially limited as described in the immediately following clause, or (iv) if trading generally on the NYSE or on The NASDAQ Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (vi) if a banking moratorium has been declared by either Federal or New York authorities.
Clause type: interest
 (a) Subject to the terms and conditions of this Agreement, each Loan shall bear, and the Borrower shall pay, interest from the Closing Date on the unpaid principal balance thereof at the Adjusted LIBOR Rate.
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 or director as may be designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement together with all exhibits hereto sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes any and all prior agreements or understandings between the Employee and the Company with respect to the subject matter hereof. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.
Clause type: ownership_of_shares
 EHCL and the NuZee JP Shareholders represent that they are both the record and beneficial owners of the number of shares of NuZee JP as stated in Schedule I attached hereto. EHCL and the NuZee JP Shareholders have and shall transfer at the Closing, good and marketable title to their respective shares of NuZee, free and clear of all liens, claims, charges, encumbrances, pledges, mortgages, security interests, options, rights to acquire, proxies, voting trusts or similar agreements, restrictions on transfer or adverse claims of any nature whatsoever, excepting only restrictions on future transfers imposed by applicable law.
Clause type: termination
(a) This Agreement, and all rights and obligations of the parties hereunder, shall terminate immediately upon the earliest to occur of the following:
Clause type: assignment
In furtherance of and in addition to the assignment made by Mortgagor in Section 2.1 of this Mortgage, Mortgagor hereby absolutely and unconditionally assigns, sells, transfers and conveys to Mortgagee all of its right, title and interest in and to all Leases, whether now existing or hereafter entered into, and all of its right, title and interest in and to all Rents. This assignment is an absolute assignment and not an assignment for additional security only. So long as no Event of Default shall have occurred and be continuing, Mortgagor shall have a revocable license from Mortgagee to exercise all rights extended to the landlord under the Leases, including the right to receive and collect all Rents and to hold the Rents in trust for use in the payment and performance of the Obligations and to otherwise use the same. The foregoing license is granted subject to the conditional limitation that no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, whether or not legal proceedings have commenced, and without regard to waste, adequacy of security for the Obligations or solvency of Mortgagor, the license herein granted shall automatically expire and terminate, without notice to Mortgagor by Mortgagee (any such notice being hereby expressly waived by Mortgagor to the extent permitted by applicable law).
Clause type: taxes
 Each Credit Related Party has duly filed all tax returns required to be filed by it, and has duly paid and discharged all taxes, assessments and governmental charges upon it or against its properties now due and payable, the failure to file or pay which, as applicable, would have a Material Adverse Effect, unless and to the extent only that the same are being contested in good faith and by appropriate proceedings by the Company or the applicable Credit Related Party.
Clause type: interest
 (a) The Term Loans and Revolving Loans comprising each ABR Borrowing (including Swingline Loans) shall bear interest at the Alternate Base Rate plus the Applicable Rate.
Clause type: loans
 Subject to Section 7.4, no loans and no renewals of any loans shall be contracted on behalf of the Company except as authorized by the Manager(s). When authorized to do so, any one (1) or more Manager(s) or such other person(s) designated by the Managers may affect loans and advances for the Company from any bank, trust company or other institution or from any firm, corporation or individual, and for such other evidences of indebtedness of the Company. When authorized so to do, any one (1) or more Managers or such other person(s) designated by the Managers may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Company, any and all stocks, securities and other personal property at any time held by the Company, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.
Clause type: compensation
 INVESTOR CLASS AND INSTITUTIONAL CLASS OF SHARES. Distributor shall not be entitled to compensation for its services hereunder with respect to the Investor Class and Institutional Class of shares.
Clause type: board
 Three persons designated by Purchaser pursuant to Section 5.10(a) shall have been duly appointed to the Company Board and one person designated by Purchaser pursuant to Section 5.10(b) shall have been duly appointed to the GGO Board.
Clause type: employee_benefits
 During the Employment Term, Executive will be entitled to participate in executive benefit plans and programs of the Company, if any, on the same terms and conditions as other similarly-situated employees to the extent that Executive’s position, tenure, salary, age, health and other qualifications make Executive eligible to participate in such plans or programs, subject to the rules and regulations applicable thereto. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.
Clause type: investment-company-act
 Neither the Company nor any of its Subsidiaries is, and, after giving effect to the Restructuring Transactions, none of them will be, an “investment company” within the meaning of the Investment Company Act.
Clause type: interest
 (a) The Loans comprising each ABR Borrowing shall bear interest on the daily amount outstanding at the Alternate Base Rate.
Clause type: assignment
No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor, each of the Insiders and each of their respective successors, heirs, personal representatives and assigns and permitted transferees.
Clause type: payment
 Payment terms are net 30 days from the date the invoice is received unless otherwise specified in the Purchase Order.
Clause type: termination
This Agreement shall be in effect for an initial two-year period and shall continue in effect from year to year thereafter, but only so long as such continuance is specifically approved at least annually by (i) either a majority of the Board of Trustees of the Trust or the vote of a majority of the outstanding voting securities of the Fund, and (ii) separately by a majority of the Trustees who are not parties to this Agreement or interested persons (as defined in the Investment Company Act) of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval; provided, however, that if the shareholders of the Fund fail to approve the Agreement, if required by law, the Manager may continue to serve in such capacity in the manner and to the extent permitted by the Investment Company Act, and the rules thereunder. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time, without payment of any penalty, by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on 60 days’ written notice to the Manager, or by the Manager on like notice to the Trust.
Clause type: representations
and Warranties. In order to induce the Banks to enter into this Agreement and to make the Loans herein provided for, the Company hereby represents and warrants to the Banks and the Administrative Agent that: