bhaskrr/legal-clauses huggingface dataset:
Clause type: representations
and Warranties. Each Loan Party hereby represents and warrants to the Agents and the Lenders as follows:
Clause type: payment
 Subject to Section 9, the completion of a purchase pursuant to this Section 4 shall take place at the principal office of Holding on the tenth business day following the later of (i) the receipt by the Grantee (or the Grantee's estate) of the C&D Fund's or Holding's notice of its exercise of the right to purchase the Covered Options pursuant to Section 4(c) and (ii) the receipt by Holding of the independent valuation of the Common Stock referred to in Section 4(g). The Purchase Price shall be paid by delivery to the Grantee (or the Grantee's estate) of a certified or bank check for the Purchase Price payable to the order of the Grantee (or the Grantee's estate), against delivery of such instruments as Holding may reasonably request signed by the Grantee (or the Grantee's estate), free and clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever nature.
Clause type: notices
Any notice provided hereunder shall be sufficiently given when sent by registered or certified mail to the party required to be served with such notice, at the following address: if to the Trust, at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, Attn: David R. Carson; and if to Ultimus, at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, Attn: Robert G. Dorsey; or at such other address as such party may from time to time specify in writing to the other party pursuant to this Section.
Clause type: insurance
(a) To obtain and maintain, and to cause Lessee to obtain and maintain, at Borrower’s or Lessee’s, as applicable, sole expense: (i) property insurance with respect to all insurable property, against loss or damage by fire, lightning, windstorm, explosion, hail, tornado and such additional hazards as are presently included in special form (also known as “all-risk”) coverage and against any and all acts of terrorism and such other insurable hazards as Bank may require, in an amount not less than one hundred percent (100%) of the full replacement cost, including the cost of debris removal, without deduction for depreciation and sufficient to prevent any Obligor from becoming coinsurers; (ii) if and to the extent any portion of any Real Property is, under the Flood Disaster Protection Act of 1973 (for purposes of this Section, “FDPA”), as it may be amended from time to time, in a Special Flood Hazard Area, within a Flood Zone designated A or V in a participating community, a flood insurance policy in an amount required by Bank, but in no event less than the amount sufficient to meet the requirements of applicable law and the FDPA, as such requirements may from time to time be in effect; (iii) general liability insurance, on an “occurrence” basis against claims for “personal injury” liability, including bodily injury, death, or property damage liability, for the benefit of Borrower or Lessee, as applicable, as named insured and Bank as additional insured; (iv) statutory workers’ compensation insurance with respect to any work on or about any of the Collateral (including employer’s liability insurance, if required by Bank), covering all employees and contractors of Borrower or Lessee, as applicable; and (e) such other insurance on the Collateral and endorsements as may from time to time be required by Bank (including but not limited to soft cost coverage, automobile liability insurance, business interruption insurance, or delayed rental insurance, boiler and machinery insurance, earthquake insurance, wind insurance, sinkhole coverage, and/or permit to occupy endorsement) and against other insurable hazards or casualties which at the time are commonly insured against in the case of premises similarly situated, due regard being given to the height, type, construction, location, use and occupancy of buildings and Improvements. All insurance policies shall be issued and maintained by insurers, in amounts, with deductibles, limits and retentions, and in forms satisfa...
Clause type: capitalization
 As of June 30, 2021, the Company has the capitalization as set forth in the column entitled “Actual” and in the corresponding line items under the caption “Capitalization” in the General Disclosure Package and the Prospectus. After giving effect to the purchase of the Securities by the Underwriters on the Closing Date and the use of proceeds described therein, the capitalization of the Company as of the date hereof is as set forth in the column entitled “As Adjusted” and in the corresponding line items under the caption “Capitalization” in the General Disclosure Package and the Prospectus. The shares of issued and outstanding Capital Stock have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of Capital Stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of the Company or any other person.
Clause type: assignment
Except as provided in Section 4.1, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of law or otherwise, by any of the parties hereto without the prior written consent of the other party hereto.
Clause type: employee_benefits
 During the Employment Period, Employee shall be entitled to participate in such health, welfare, disability, retirement savings and other fringe benefit plans and programs (subject to the terms and conditions of such plans and programs) as may be provided from time to time to employees of Employer and to the extent that such plans and programs are applicable to other similarly situated employees of Employer.
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of (i) 100,000,000 shares of the Company Common Stock, par value $0.001 per share, and (ii) 15,000,000 shares of Preferred Stock, par value $0.001 per share. As of July 19, 2002, (i) 15,196,923 shares of the Company Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable, (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of the Company Capital Stock were held by any Subsidiaries of the Company, (iv) 229,843 shares of the Company Common Stock were reserved and available for future issuance under the Company ESPP, (v) 4,142,957 shares of Company Common Stock were reserved and available for issuance upon the exercise of outstanding Company Options, (vi) 686,832 shares of Company Common Stock were reserved and available for issuance upon the redemption of (A) all then outstanding shares of Company Exchangeable Preferred Stock, and (B) all shares of Company Exchangeable Preferred Stock issuable pursuant to the Contract set forth in Section 3.3(a) of the Company Disclosure Schedule, and (vii) 57,500 shares of Company Exchangeable Preferred Stock were reserved and available for issuance pursuant to the Contract set forth in Section 3.3(a) of the Company Disclosure Schedule. Other than as set forth in this Section 3.3(a), as of the date hereof, the Company has no other securities authorized, reserved for issuance, issued or outstanding. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable shares of Company Common Stock. All outstanding shares of Company Capital Stock, all outstanding Company Options, and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements and (ii) all requirements set forth in applicable Contracts.
Clause type: payment
 A non-refundable deposit in the amount of 50% of the total cost is due upon signing of this contract. The remaining amount is due 30 days in advance of Client's Event. If the operator uses the equipment for a time period in excess of the service period agreed to in the invoice below, the overage in rental time will be billed to the operator at the following rates: $125 per hour Payment for any overage in time must be paid before additional hours are provided. Client agrees that in addition to any and all other legal rights and remedies Provider may have, Client will pay a $50.00 fee for any and all returned checks which Client may write to Provider as payment for any service by Provider or rental of Provider's equipment. Client will arrange for an appropriate space for the Photo Booth at event's venue. (8’ deep x 6’ wide x 6’ high). Client is responsible for providing power for the Photo Booth. (110V, 10 amps, 3 prong outlet). Any request for a date change must be made in writing at least thirty days in advance of the original event date. Change is subject to photo booth availability and receipt of a new Service Contract. If there is no availability for the alternate date, the deposit shall be forfeited and event cancelled. Any cancellation occurring less than thirty days prior to the event date shall forfeit all payments received. Cancellations made prior to 30 days will forfeit their 50% retainer. Client acknowledges that it shall be responsible for any damage or loss to the Provider's Equipment caused by: a) Any misuse of the Provider's Equipment by Client or its guests, or b) Any theft or disaster (including but not limited to fire, flood or earthquake).
Clause type: base-salary
 The Company shall pay to the Employee for the performance of his duties hereunder, an initial base salary of $225,000 per annum (the "Base Salary"), payable in accordance with the Company's normal payroll practices. Thereafter, the amount of the Base Salary may be reviewed and adjusted as appropriate by the Board of Directors of MIIX Group, taking into account the recommendation of the Chief Executive Officer, in accordance with executive compensation review practices.
Clause type: assignment
20.3.1 Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be withheld or delayed unreasonably; provided, however, that (a) either Party may assign this Agreement, in whole but not in part, without such consent, to one of its Affiliates or, subject to Section 4.11, to an assignee who acquires all or substantially all of such Party’s business, business division relevant to the Products, the Product line the Products or in the event of such Party’s merger or consolidation or similar transaction; and (b) the assigning Party shall promptly notify the non-assigning Party of any such assignment. Any permitted assignee shall assume all obligations of its assignor under this Agreement. No assignment shall relieve any Party of responsibility for the performance of any obligation hereunder.
Clause type: loans
 Each Lender severally agrees, on the terms and conditions of this Agreement, to make loans to the Borrower during the period from and including (i) the date hereof or (ii) such later date that such Lender becomes a party to this Agreement as provided in Section 12.06(b), to and up to, but excluding, the Termination Date in an aggregate principal amount at any one time outstanding up to, but not exceeding, the amount of such Lender's Revolving Credit Commitment as then in effect; provided, however, that the aggregate principal amount of all such Loans by all Lenders hereunder at any one time outstanding shall not exceed the Aggregate Revolving Credit Commitments. Subject to the terms of this Agreement, during the period from the date hereof to and up to, but excluding, the Termination Date, the Borrower may borrow, repay and reborrow the amount described in this Section 2.01(a).
Clause type: vesting
 The Restricted Shares shall vest and become non-forfeitable on the day immediately preceding the Company’s next Annual Meeting of Stockholders following the Date of Grant (the “Vesting Date”), provided that the Participant is actively carrying out his or her duties in connection with the Directorship at all times from the Date of Grant through the Vesting Date.
Clause type: counterparts
This Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
Clause type: taxes
 (a) You acknowledge that you will consult with your personal tax advisor regarding the income tax consequences of the grant of the PSUs, the receipt of cash payments or other distributions pursuant to Section 7 hereof, the vesting of the PSUs and the receipt of shares of Stock upon the settlement of the PSUs, and any other matters related to this Agreement. In order to comply with all applicable federal, state, local or foreign income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state, local or foreign payroll, withholding, income or other taxes, which are your sole and absolute responsibility, are withheld or collected from you.
Clause type: base-salary
 The Company shall pay Employee a base salary of $250,000 per annum, payable at least monthly on the Company's regular pay cycle for professional employees (the “Base Salary”). Except as specifically otherwise provided herein, the Base Salary may be increased only by recommendation of the Compensation Committee of the Board and ratified by the Compensation Committee or a majority of the independent members of the Board.
Clause type: base-salary
 Motive will pay Employee a Base Salary (“Base Salary”) at a monthly rate of $18,750.00 ($225,000 annually), less applicable withholdings and deductions. Employee’s Base Salary shall be subject to review and potential adjustment, as determined by Motive. Base Salary shall not include any payment or other benefit which is denominated as or is in the nature of a bonus, incentive payment, profit-sharing payment, retirement or pension accrual, insurance benefit, other fringe benefit or expense allowance, whether or not taxable to Employee as income. The term Base Salary shall include any increase therein for the purposes of this agreement.
Clause type: confidentiality
The Company will not, and will not permit any of its Subsidiaries to, disclose, and will not include in any public announcement, the name of the Purchaser, unless expressly agreed to by the Purchaser or unless and until such disclosure is required by law or applicable regulation, and then only to the extent of such requirement. Notwithstanding the foregoing, the Company may disclose the Purchaser’s identity and the terms of this Agreement to its current and prospective debt and equity financing sources.
Clause type: capitalization
 The authorized capital stock of the Company is -------------- 10,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock, of which 2,000,000 have been designated Series A Preferred Stock. There are issued and outstanding 1,200,000 shares of the Company's Common Stock and 1,700,000 shares of Series A Preferred Stock. The holders of record of the presently issued and outstanding Common Stock, Preferred Stock and options to purchase Common Stock immediately prior to the Closing are as set forth on Exhibit E-1. All such issued and outstanding ----------- shares have been duly authorized and validly issued, are fully paid and nonassessable, and were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The holders of any and all rights, options, warrants or conversion rights to purchase or acquire from the Company any of its capital stock, along with the number of shares of capital stock issuable upon exercise of such rights, are set forth in Exhibit E-1 ----------- hereto. The Company has reserved at least 2,000,000 shares of Common Stock for issuance upon conversion of the Series A Preferred Stock and 800,000 shares of Common Stock for future issuance to employees, consultants, officers or directors under stock or other option plans or arrangements approved by the Board of Directors. Except for such rights, there are no outstanding rights, options, warrants, conversion rights or agreements for the purchase or acquisition from the Company of any shares of its capital stock. The Company is not a party or subject to any agreement or understanding between any persons or entities, which affects or relates to the voting or giving of written consents with respect to any securities.
Clause type: base-salary
 In consideration of the services rendered by Employee to the Company during the Term, effective as of the Effective Date, Employee shall receive an annual base salary of Three Hundred Fifty Thousand and 00/100 Dollars ($350,000) (the “Base Salary”), payable in equal periodic installments in accordance with the Company’s regular payroll practices in effect from time to time.
Clause type: indemnification
(a) Pubco agrees to (i) indemnify and hold harmless, to the fullest extent permitted by law, each Investor and their respective officers, directors, members, partners, agents, affiliates and employees and each Person who controls such Investor (within the meaning of the Securities Act or the Exchange Act) against all losses, claims, actions, damages, liabilities and expenses caused by (A) any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (B) any violation or alleged violation by Pubco of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to Pubco and relating to action or inaction required of Pubco in connection with any such registration, qualification or compliance, and (ii) pay to each Investor and their respective officers, directors, members, partners, agents, affiliates and employees and each Person who controls such Investor (within the meaning of the Securities Act or the Exchange Act), as incurred, any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, except insofar as the same are caused by or contained in any information furnished in writing to Pubco or any managing underwriter by such Investor expressly for use therein; provided, however, that the indemnity agreement contained in this Section 9 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall Pubco be liable in any such case for any such claim, loss, damage, liability or action to the extent that it solely arises out of or is based upon an untrue statement of any material fact contained in the registration statement or omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the registration statement, in reliance upon and in conformity with writ...
Clause type: severability
In the event that any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of the Agreement shall not in any way be affected or impaired thereby. Moreover, if any one or more of the provisions contained in this Agreement shall be held to be excessively broad as to duration, activity or subject, such provisions shall be construed by limiting and reducing them so as to be enforceable to the maximum extent allowed by applicable law.
Clause type: base-salary
 Luby's shall pay to Executive a base salary (the "Base Salary") of One Hundred Thousand Dollars ($100,000) per year. Luby's and Executive have agreed that the majority of Executive's compensation shall be incentive based and, consequently, no adjustments in Base Salary are appropriate during the Term. The Base Salary shall be payable in equal, semi-monthly installments on the 15th day and last day of each month or at such other times and in such installments as may be agreed between Luby's and Executive. All payments shall be subject to the deduction of payroll taxes, income tax withholdings, and similar deductions and withholdings as required by law.
Clause type: capitalization
 (i) As of the date of this Agreement, the total authorized capital stock of BPZ consists of 40,000,000 shares of common stock, no par value per share, of which 26,320,000 shares are issued and outstanding. Additionally, BPZ is authorized to issue 5,000,000 shares of preferred stock, of which 905,000 shares are outstanding as Series A 6% Callable Convertible Redeemable Preference Shares. All of the outstanding BPZ Common Stock and Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable.
Clause type: compensation
 The Borrower shall pay to the Administrative Agent for the account of each Lender, upon the request of the Administrative Agent, such amount or amounts as the Administrative Agent shall determine in its sole discretion shall be sufficient to compensate such Lender for any loss, cost or expense attributable to:
Clause type: loans
 The loans made by MPT Operating Partnership, L.P. and MPT Development Services to Vibra and certain of its Affiliates, evidenced by promissory notes and other security documents executed in connection therewith, including any such loans made after the date hereof.
Clause type: investments
 The Company will not, nor will it permit any of its Subsidiaries to, make or permit to remain outstanding any Investments except Investments made in the ordinary course of business of the Company or its Subsidiaries or that would be permitted under the terms of Section 9.5.
Clause type: representations
and Warranties. Each of the Buyer and each Seller hereby represents and warrants to the other party that (a) such party has all necessary power and authority to execute and deliver this Amendment, (b) the execution and delivery of this Amendment have been duly authorized and approved, (c) no other entity or governing body action on the part of such party is necessary to authorize the execution and delivery by such party of this Amendment; and (d) this Amendment has been duly executed and delivered by such party and, assuming due authorization, execution and delivery of this Amendment by the other parties hereto, constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, moratorium, or other similar Laws relating to creditors’ rights and general principles of equity.