bhaskrr/legal-clauses huggingface dataset:
Clause type: dividends
 Except as disclosed in the Registration Statement and the General Disclosure Package, none of the Subsidiaries is currently prohibited, directly or indirectly, from paying any dividends or other distributions to the Company, from making any other distribution on its equity interest, or from transferring any of its property or assets to the Company; except as disclosed in the Registration Statements and the General Disclosure Package, all dividends and other distributions declared and payable upon the equity interests in Trina China to the Company may be converted into foreign currency that may be freely transferred out of the People’s Republic of China (the “PRC”) and, except as disclosed in the Registration Statement and the General Disclosure Package, all such dividends and other distributions are not and will not be subject to withholding or other taxes under the current laws and regulations of the PRC and are otherwise free and clear of any other tax, withholding or deduction in the PRC, in each case without the necessity of obtaining any governmental or regulatory authorization in the PRC, except such as have been obtained.
Clause type: dividends
 1. The holders of the Deferral Preferred Shares, Series-[·] shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the board of directors out of the monies of the Corporation properly applicable to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by (y) four; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividends.
Clause type: governing
Law. This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided therein or performance shall be governed or interpreted according to the internal laws of the State of Florida without regard to choice of law considerations.
Clause type: loans
 Coast will make loans to Borrower (the "Loans"), in amounts determined by Coast in its sole discretion, up to the amounts (the "Credit Limit") shown on the Schedule, provided no Default or Event of Default has occurred and is continuing.
Clause type: ownership_of_shares
 (a) Shareholder is the owner of all right, title and interest (legal, record and beneficial) in and to that number of Put Shares listed opposite the name of such Shareholder in Schedule 1.1 hereto, free and clear of any and all liens, pledges, charges, claims, encumbrances or restrictions of any nature whatsoever, except pursuant to the Joint Venture Agreement. The delivery to Travelocity of all Put Shares of such Shareholder upon exercise of the option granted by Travelocity pursuant to the provisions of this Agreement will transfer to Travelocity good and marketable title to all such Put Shares free and clear of all liens, pledges, charges, claims, encumbrances or restrictions of any nature whatsoever. Other than the Put Shares listed opposite the name of the Shareholder in Schedule 1.1 hereto, on the date of this Agreement the Shareholder owns no right, title or interest (legal, record or beneficial) to any ordinary shares Zuji or any other equity security of Zuji or right of any kind to have any such equity security issued. Except as specifically contemplated by this Agreement, no person has any agreement or option or any right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option for the purchase of any Put Shares from the Shareholder.
Clause type: interest
 Subject to the provisions of Section 3.1, the Tranche B Term Loan shall bear interest at a per annum rate equal to:
Clause type: miscellaneous
12.1 All persons dealing with the Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund as neither the Board, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Fund.
Clause type: conversion_of_shares
 At the Effective Time, by virtue of the Merger and without any action on the part of any party:
Clause type: loans
 Each Lender severally agrees, on the terms and conditions set forth in this Agreement, on the Closing Date to make Loans to Borrower in the amount of such Lender’s Commitment. Amounts borrowed hereunder and prepaid or repaid may not be reborrowed.
Clause type: payment
 The Borrower shall fail to pay (i) any principal of any Loan when the same becomes due and payable, including any mandatory prepayment required by Section 2.06, or (ii) any interest on the Loans, any fees, reimbursements, indemnifications, or other amounts payable under this Agreement or any other Loan Document within three (3) days after the same becomes due and payable;
Clause type: grant
 The Company hereby grants to the Executive as of the Date of Grant an award of Shares (as defined in the Plan), subject to the terms and conditions set forth in this Agreement, including, without limitation, those described in Section 5 (the “Restricted Shares”).
Clause type: investments
 The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, make or hold any Investments except the following:
Clause type: assignment
Any interest of Van Kampen under this Agreement shall not be assigned or transferred, either voluntarily or involuntarily, by operation of law or otherwise, without the prior written consent of the Fund. This Agreement shall automatically and immediately terminate in the event of its assignment without the prior written consent of the Fund.
Clause type: capitalization
 TGCI's authorized capital stock is unlimited -------------- shares of Preferred Stock, no par value, none of which are issued and outstanding prior to the Closing Date, and unlimited shares of Common stock (defined as "TGCI Common Stock"), of which 1,000,000 shares are issued and outstanding prior to the Closing Date, and held of record by approximately five (5) persons, who are currently residents of Ontario, Canada. All of such outstanding shares are validly issued, fully paid and non-assessable. There are no outstanding options and warrants for TGCI Common Stock. All securities issued by TGCI as of the date of this Agreement have been issued in compliance with all applicable state, federal, or Canadian laws. Except as set forth in Schedule 4.1(b), no other equity securities or debt obligations of TGCI are authorized, issued or outstanding.
Clause type: capitalization
 (a) The authorized share capital of the Company consists of 150,000,000 Common Shares, par value US$0.001 per share, and 75,000,000 Preferred Shares, par value US$0.001 per share. As of the date of this Agreement, (i) 50,685,216 Common Shares are issued and outstanding, all of which have been duly authorized and are validly issued, fully paid and non-assessable and (ii) 6,505,113 Preferred Shares are issued and outstanding. Except as set forth in this Section 3.03, and except for this Agreement and the Transactions, there are no options, warrants, or preemptive, conversion, redemption, share appreciation, repurchase or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued share capital of the Company or obligating the Company to issue or sell any shares or securities of, or other equity interests in, the Company. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the Stockholders on any matter.
Clause type: capitalization
 Xodtec’s authorized capitalization consists of _______ (____) shares of stock, of which all are issued and outstanding as of Closing. All issued and outstanding shares are legally issued, fully paid, and non-assessable and not issued in violation of the pre-emptive or other rights of any person.
Clause type: insurance
The Receivable requires the Obligor thereunder to insure the Financed Vehicle under a physical damage insurance policy.
Clause type: counterparts
This Agreement may be executed in one or more counterparts each of which will be deemed an original, all of which together shall constitute one and the same agreement.
Clause type: miscellaneous
A. This Agreement is executed and delivered in the State of Illinois and shall be governed by the laws of said state (except as to Section 24.G hereof which shall be governed by the laws of The Commonwealth of Massachusetts).
Clause type: investments
 Funds credited to the Trust Account shall be actually invested and reinvested in an account in securities selected from time to time by an investment advisor designated from time to time by the Company (the "Investment Advisor"), substantially all of which securities shall be "eligible securities". The designation from time to time by the Company of an Investment Advisor shall be subject to the approval of the Executive, which approval shall not be withheld unreasonably. "Eligible securities" are common and preferred stocks, warrants to purchase common or preferred stocks, put and call options, and corporate or governmental bonds, notes and debentures, either listed on a national securities exchange or for which price quotations are published in newspapers of general circulation, including The Wall Street Journal, and certificates of deposit. Eligible securities shall not include the common or preferred stock, any warrants, options or rights to purchase common or preferred stock or the notes or debentures of the Company or any corporation or other entity of which the Company owns directly or indirectly 5% or more of any class of outstanding equity securities. The Investment Advisor shall have the right, from time to time, to designate eligible securities which shall be actually purchased and sold for the Trust Account on the date of reference. Such purchases may be made on margin; provided that the Company may, from time to time, by written notice to the Executive, the Trustee and the Investment Advisor, limit or prohibit margin purchases in any manner it deems prudent and, upon three business days written notice to the Executive, the Trustee and the Investment Advisor, cause all eligible securities theretofore purchased on margin to be sold. The Investment Advisor shall send notification to the Executive and the Trustee in writing of each transaction within five business days thereafter and shall render to the Executive and the Trustee written quarterly reports as to the current status of his or her Trust Account. In the case of any purchase, the Trust Account shall be charged with a dollar amount equal to the quantity and kind of securities purchased multiplied by the fair market value of such securities on the date of reference and shall be credited with the quantity and kind of securities so purchased. In the case of any sale, the Trust Account shall be charged with the quantity and kind of securities sold, and shall be credited with a dollar amount eq...
Clause type: indemnification
(a) The Fund agrees to indemnify and hold harmless the Remarketing Agent and the Liquidity Provider and its respective officers, directors and employees (collectively, the “Indemnified Persons” and individually, an “Indemnified Person”) from and against any losses, claims, damages or liabilities to which any Indemnified Person may become subject insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in any of the Remarketing Materials or the Offering Memorandum or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading (except with respect to the Liquidity Provider Information, or information provided by the Remarketing Agent specifically for use therein), or arise out of, or are based upon, any violation by the Fund of, or any failure by the Fund to perform, any of its obligations under, this Agreement. The Fund agrees to promptly reimburse each Indemnified Person for any legal or other expenses reasonably incurred by such Indemnified Person in investigating, defending or preparing to defend any such action or claim; provided, however, that the Fund shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of the use by the Remarketing Agent of any information that is not contained in the Remarketing Materials. The indemnity agreement in this paragraph shall be in addition to any liability or obligation which the Fund may otherwise have to any Indemnified Person and shall extend upon the same terms and conditions to each person, if any, who controls the Remarketing Agent within the meaning of the Exchange Act. “
Clause type: ownership_of_shares
 On the date hereof, the Shares are owned of record and beneficially by Stockholder, are not subject to a pledge and do not otherwise serve as collateral for any indebtedness. Upon the exercise of the Option, except with respect to 11,739 shares of Lady Luck Common Stock which are subject to the Uboldi Agreement, Buyer will receive good and marketable title to the Shares, free and clear of all liens, claims, encumbrances and security interests of any kind. Stockholder has sole power and authority to vote and to sell the Shares, without restrictions, with respect to all of the Shares.
Clause type: whereas
pursuant to a certain Subsidiary Guarantee, dated as of the date hereof (the “Guarantee”), the Guarantors have jointly and severally agreed to guarantee and act as surety for payment of such Debentures; and
Clause type: investments
 The Company does not own or have, directly or indirectly, any material interest or investment (whether as equity or debt) in, or own any of the capital stock of, any corporation, partnership, joint venture, business, trust or other entity.
Clause type: loans
 Except for loans made pursuant to another Partner's default as set forth in Section 3.03, above, and the loan made by USCC to the Partnership pursuant to Section 5.09, below, a Partner may only make a loan to the Partnership with the written consent of the Managing General Partner. If any Partner, with the written consent of the Managing General Partner, makes any loan to the Partnership or advances money on its behalf, the loan or advance shall not increase that Partner's capital account, entitle that Partner to any greater share of Partnership distributions, or subject that Partner to any greater proportion of Partnership losses. The amount of the loan or advance shall be a debt owed by the Partnership to that Partner, repayable on the terms and conditions and bearing interest at the rate agreed upon by that Partner and the Managing General Partner.
Clause type: compensation
 The Company will pay the Executive the amounts described in Sections 3.00 and 5.00 as compensation for the services described in this Agreement and in exchange for the duties and responsibilities described in Section 4.00.
Clause type: assignment
No assignment of this Agreement shall be made by Dimensional without the prior consent of the Fund.
Clause type: taxes
 (a) Except as disclosed in Schedule 3.16(a), the Companies have duly and timely filed with the appropriate taxing authorities all income Tax Returns and all other material Tax Returns that were required to be filed by them. All such Tax Returns were true, correct and complete in all material respects and have been completed in accordance with applicable Law. Except as disclosed in Schedule 3.16(a), the Companies have timely paid all income Taxes and all other material Taxes required to be paid by them (whether or not shown on any Tax Return), other than in those instances in which such Taxes are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP in respect of all such Taxes in the most recent Financial Statements. The reserves for Taxes provided in the Books and Records of the Companies have been determined in accordance with GAAP and will be sufficient for all Taxes of the Companies with respect to any period for which Tax Returns have not yet been filed or for Taxes not yet due and owing for any Tax period or portion thereof through and including the Closing Date. Except as disclosed in Schedule 3.16(a), there is no material Tax liability proposed in writing by any taxing authority for which there is not an adequate reserve in accordance with GAAP in the most recent Financial Statements.
Clause type: headings
The Article and Section headings in this Agreement are for convenience only and shall not affect the construction hereof.
Clause type: investments
 The Borrower will not make any loans, advances or extensions of credit to any other Person (except for trade and customer accounts receivable for inventory sold or services rendered in the ordinary course of business and payable in accordance with customary trade terms) or purchase or acquire any stock or other debt or equity securities of or any interest in any other Person or any integral part of any business or the assets comprising such business or part thereof, except for:
Clause type: interest
 The Notes will bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months) from May 18, 2020 at the rate of 3.50% per annum, payable semi-annually; interest payable on each Interest Payment Date will include interest accrued from May 18, 2020 or from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest Payment Dates on which such interest shall be payable are June 1 and December 1, commencing on December 1, 2020; and the record date for the interest payable on any Interest Payment Date is the close of business on May 15 or November 15 (whether or not such day is a Business Day), as the case may be, next preceding the relevant Interest Payment Date.
Clause type: entire
Agreement. This Lease, including the exhibits attached hereto, constitutes the entire agreement between Landlord and Tenant pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, letters of intent, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements, express or implied, made to either party by the other party in connection with the subject matter hereof except as specifically set forth herein.
Clause type: indemnification
The Company shall indemnify Executive to the fullest extent permitted by law, in effect at the time of the subject act or omission, and shall advance to Executive reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking from Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that Executive was not entitled to the reimbursement of such fees and expenses). Executive shall be entitled to the protection of any insurance policies that the Company may elect to maintain generally for the benefit of its directors and officers against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding (other than any action, suit or proceeding arising under or relating to this Agreement) to which Executive may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its Affiliates, or his serving or having served any other enterprise as a director, officer or employee at the request of the Company. The Company covenants to maintain during Executive’s employment for the benefit of Executive (in his capacity as an officer and director of the Company) Directors’ and Officers’ Insurance providing benefits to Executive no less favorable, taken as a whole, than the benefits provided to the other senior executives of the Company by the Directors’ and Officers’ Insurance maintained by the Company on the date hereof; provided, however, that the Board may elect to terminate Directors’ and Officers’ Insurance for all officers and directors, including Executive, if the Board determines in good faith that such insurance is not available or is available only at unreasonable expense.
Clause type: headings
All article and paragraph headings and captions are purely for convenience and will not affect the interpretation of this Lease. Any reference to a specific article, paragraph or section will be interpreted as a reference to such article, paragraph or section of this Lease.
Clause type: loans
 The aggregate Loans (including Swing Loans) to be made by the Banks hereunder.
Clause type: now
THEREFORE in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows: