bhaskrr/legal-clauses huggingface dataset:
Clause type: foreign_investors
 Notwithstanding anything to the contrary set forth herein, no Foreign Investor (as defined in the Purchase Agreement), shall obtain any of the following rights (to the extent such Foreign Investor did not have such rights prior to the date of this Agreement): (i) access to any “material nonpublic technical information” (as defined in the DPA) in the possession of the Company; (ii) membership or observer rights on the Board of Directors or equivalent governing body of the Company or the right to nominate an individual to a position on the Board of Directors or equivalent governing body of the Company; (iii) any involvement, other than through the voting of shares, in the substantive decision-making of the Company regarding (x) the use, development, acquisition or release of any Company “critical technology” (as defined in the DPA) or (y) the use development, acquisition, safekeeping or release of “sensitive personal data” (as defined in the DPA) of U.S. citizens maintained or collected by the Company; or (iv) “control” of the Company (as defined in the DPA).
Clause type: whereas
the Fund is authorized to issue separate series, each series having its own investment objective or objectives, policies, and limitations; and
Clause type: compensation
 For investment advisory and research services provided under subparagraph (a) of paragraph 1 of this Agreement, the Sub-Advisor agrees to pay the U.K. Sub-Advisor a sub-advisory fee (the "U.K. Sub-Advisory Fee"). The U.K. Sub-Advisory Fee shall be equal to the administrative costs incurred by the U.K. Sub-Advisor in providing investment advice and research services hereunder. The U.K. Sub-Advisory Fee may be reduced to reflect expense reimbursements, fee waivers or aggregate caps, if any, in effect from time to time upon mutual agreement of the Sub-Advisor and the U.K. Sub-Advisor. Notwithstanding the foregoing, a Portfolio that is party to a sub-advisory agreement with the Sub-Advisor and the U.K. Sub-Advisor for the provision of either discretionary or non-discretionary services ("FIIA/FIIAL U.K. Sub-Advisory Agreement") shall not be allocated any portion of the U.K. Sub-Advisory Fee payable hereunder during any period in which such FIIA/FIIAL U.K. Sub-Advisory Agreement is in effect and either discretionary or non-discretionary services are being provided thereunder. As further consideration, the Sub-Advisor shall provide the U.K. Sub-Advisor with access to any and all research produced or acquired by the Sub-Advisor.
Clause type: now
THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Agent and the Lenders hereby agree as follows:
Clause type: assignment
The Contractor shall not assign, transfer, convey, sublet, or otherwise dispose of the contract or its right, title or interest therein, or its power to execute such contract to any other person, company, firm or corporation in performance of the contract without the prior written consent of the Commissioner or Authorized User (as applicable); provided, however, notwithstanding anything in Section 138 of the State Finance Law to the contrary, any approval required thereunder shall not be unreasonably withheld, conditioned, delayed or denied. Notwithstanding the foregoing, the State shall not hinder, prevent or affect assignment of money by a Contractor for the benefit of its creditors. Prior to a consent to assignment of monies becoming effective, the Contractor shall file a written notice of such monies assignment(s) with the Comptroller. Prior to a consent to assignment of a Contract, or portion thereof, becoming effective, the Contractor shall submit the request for assignment to the Commissioner and seek written agreement from the Commissioner which will be filed with the Comptroller. Commissioner shall use reasonable efforts to promptly respond to any request by Contractor for an assignment, provided that Contractor supplies sufficient information about the party to whom the Contractor proposes to assign the contract. Upon notice to the Contractor, the Contract may be assigned without the consent of the Contractor to another State Agency or subdivision of the State pursuant to a governmental reorganization or assignment of functions under which the functions are transferred to a successor Agency or to another Agency that assumes OGS responsibilities for the Contract.
Clause type: now
THEREFORE in consideration of the foregoing recitals, which shall be considered an integral part of this Agreement, the covenants and agreements set forth hereafter, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Investor hereby agree as follows:
Clause type: taxes
 The Company and each of its Subsidiaries has properly filed all federal, foreign, state, local, and other tax returns and reports which are required to be filed, which returns and reports were properly completed and are true and correct in all respects, and all taxes, interest, and penalties due and owing have been timely paid. There are no outstanding waivers or extensions of time with respect to the period for assessing or auditing any tax or tax return of the Company or any Subsidiary, or claims now pending or matters under discussion between the Company or any Subsidiary and any taxing authority in respect of any tax of the Company or any Subsidiary.
Clause type: taxes
 All tax returns required to be filed by the Company have been filed, and all taxes, assessments, fees and other charges due or claimed to be due from the Company which are due and payable have been paid. The Company does not know of any actual or proposed additional tax assessments for any fiscal period against the Company or of any basis therefor. None of the Company's tax returns are under audit, and no waivers of the statute of limitations or extensions of time with respect to any tax returns have been granted by the Company.
Clause type: interest
 Payments required under this Agreement shall, if overdue, bear interest until payment at a per annum rate [***] percent ([***]%) above the average of the prime rate as published in the Wall Street Journal during the ninety (90) days immediately preceding the due date of such overdue payment. The payment of such interest shall not foreclose UNIVERSITIES from exercising any other rights they may have because any payment is late.
Clause type: ownership_of_shares
 The Shareholder (i) is the Beneficial Owner of the Company Ordinary Shares (including options and/or warrants to purchase Company Ordinary Shares and Company Ordinary Shares issuable upon the exercise of such options and/or warrants) as indicated on the signature page of this Agreement, all of which are free and clear of any Liens (except any Liens arising hereunder or as set forth on Schedule 6.3 hereto), and (ii) does not own, beneficially or otherwise, any Company Ordinary Shares (including options and/or warrants to purchase Company Ordinary Shares and Company Ordinary Shares issuable upon the exercise of such options and/or warrants) other than as indicated on the signature page of this Agreement. The Shares are and will be at all times up until the Expiration Date free and clear of any Liens, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on the Shareholder’s voting rights and other encumbrances of any nature that would adversely affect the Merger or the exercise or fulfillment of the rights and obligations of the Company under the Merger Agreement or of the parties to this Agreement. The Shareholder’s principal residence or place of business is set forth on the signature page hereto.
Clause type: dividends
 If at any time during the period from and including the Effective Date, to and including the last Expiration Date, (i) an ex-dividend date for a cash dividend occurs with respect to the Shares (an “Ex-Dividend Date”), and that dividend differs from the Regular Dividend on a per Share basis or (ii) if no Ex-Dividend Date for a cash dividend occurs with respect to the Shares
Clause type: counterparts
(1) This Settlement Agreement may be executed in counterparts, all of which taken together will be deemed to constitute one and the same agreement, and a facsimile or electronic signature shall be deemed an original signature for purposes of executing this Settlement Agreement.
Clause type: payment
 The Securities shall be delivered by the Company to the Representatives, including, at the option of the Representatives, through the facilities of DTC for the account of the Representatives, against payment by the Representatives of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company. The time and date of such delivery and payment shall be 10:00 a.m. (New York City time) on the third (fourth, if the pricing occurs after 4:30 p.m. (New York City time) on any given day) business day after the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company.
Clause type: investment-company-act
 On the date hereof, and at all times during the term of this Agreement, the Company shall maintain its status as a company not required to register, or is exempt from registration, as an investment company under the Investment Company Act of 1940, as amended.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement may also be executed via facsimile, which shall be deemed an original.
Clause type: investments
 Purchase or acquire obligations or Equity Interests of, or any other interest in, any Person, other than Permitted Investments.
Clause type: taxes
 (a) Any and all payments by or on account of any obligation of any Credit Party hereunder or under any other Credit Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if any Credit Party shall be required to deduct any Indemnified Taxes or Other Taxes from any such payment, then (i) the sum payable shall be increased as necessary so that after making all required deductions of Indemnified Taxes or Other Taxes (including deductions applicable to additional sums payable under this Section) the Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrowers will cause such Credit Party to make such deductions and (iii) the Borrowers will pay or cause such Credit Party to pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Clause type: assignment
Company may not, and shall not under any circumstances, assign, sublicense or otherwise transfer any Licensed Rights or any part thereof or any obligation under this Schedule D, and any such assignment or transfer or attempted assignment or transfer shall be void.
Clause type: taxes
 Each Seller has filed all Federal income tax returns and all other tax returns that are required to be filed by it and has paid all taxes due pursuant to such returns or pursuant to any assessment received by it, except for any such taxes, if any, that are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided. The charges, accruals and reserves on the books of each Seller in respect of taxes and other governmental charges are, in the opinion of such Seller, adequate. Any taxes, fees and other governmental charges payable by a Seller in connection with a Transaction and the execution and delivery of the Program Documents have been or will timely be paid.
Clause type: termination
This Agreement may be terminated (i) by OFI at any time without penalty upon giving the Fund sixty days' written notice (which notice may be waived by the Fund); or (ii) by the Fund at any time without penalty upon sixty days' written notice to OFI (which notice may be waived by OFI) provided that such termination by the Fund shall be directed or approved by the vote of a majority of all of the Trustees of the Fund then in office or by the vote of the holders of a "majority" (as defined in the Investment Company Act) of the outstanding voting securities of the Fund.
Clause type: definitions
For purposes of this Article XV, the following terms shall have the following meanings:
Clause type: headings
The descriptive headings preceding Articles and Sections of this Agreement are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Articles or Sections. The division of this Agreement into Articles and Sections shall not affect the interpretation of this Agreement.
Clause type: whereas
Borrowers, the other Credit Parties, the Agent and the Lenders entered into that certain Credit Agreement dated as of December 29, 2006 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”); and
Clause type: capitalization
 (a) As of the date hereof, the authorized capital stock of the Company pursuant to the Company Certificate of Incorporation consists of (i) 31,500,000 shares of the Company Class A Stock, 9,841,350 of which are issued and outstanding as of the date of this Agreement; (ii) 7,711,738 shares of Company Class B Stock, none of which are issued and outstanding as of the date of this Agreement, (iii) 1,922,600 shares of the Company Founders Preferred Stock, 1,922,600 of which are issued and outstanding as of the date of this Agreement, (iv) 2,228,361 shares of the Company Series A Preferred Stock, 1,660,839 of which are issued and outstanding as of the date of this Agreement, (v) 163,306 shares of the Company Series A-1 Preferred Stock, 163,306 of which are issued and outstanding as of the date of this Agreement, (vi) 1,322,780 shares of the Company Series A-2 Preferred Stock, 1,322,780 of which are issued and outstanding as of the date of this Agreement, (vii) 223,548 shares of the Company Series A-3 Preferred Stock, 223,548 of which are issued and outstanding as of the date of this Agreement, (viii) 49,827 shares of the Company Series A-4 Preferred Stock, 49,827 of which are issued and outstanding as of the date of this Agreement, (ix) 137,715 shares of the Company Series A-5 Preferred Stock, 124,068 of which are issued and outstanding as of the date of this Agreement, (x) 247,420 shares of the Company Series A-6 Preferred Stock, 247,420 of which are issued and outstanding as of the date of this Agreement, (xi) 1,459,656 shares of the Company Series A-7 Preferred Stock, 1,459,656 of which are issued and outstanding as of the date of this Agreement, (xii) 385,777 shares of the Company Series A-8 Preferred Stock, 385,777 of which are issued and outstanding as of the date of this Agreement, (xiii) 748,674 shares of the Company Series A-9 Preferred Stock, 748,674 of which are issued and outstanding as of the date of this Agreement, (xiv) 252,801 shares of the Company Series A-10 Preferred Stock, 252,801 of which are issued and outstanding as of the date of this Agreement, (xv) 317,404 shares of the Company Series A-11 Preferred Stock, 317,404 of which are issued and outstanding as of the date of this Agreement and (xvi) 1,472,905 shares of the Company Series X Preferred Stock, none of which are issued and outstanding as of immediately prior to the Initial Closing (as defined in the Series X Stock Purchase Agreement). All of the issued and outstanding shares of Comp...
Clause type: capitalization
 The authorized capital of EME consists of 75,000,000 shares of common stock, par value $.001 per share, of which 125,000 shares are currently issued and outstanding, and 20,000,000 shares of preferred stock, $.001 par value, of which no shares are currently issued and outstanding. All issued and outstanding shares of common stock of EME are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.
Clause type: notices
All notices, consents, approvals and requests required or permitted hereunder or under any other Loan Document shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) certified or registered United States mail, postage prepaid, return receipt requested, (b) expedited prepaid overnight delivery service, either commercial or United States Postal Service, with proof of attempted delivery, or by (c) telecopier (with answer back acknowledged provided an additional notice is given pursuant to subsection (b) above), addressed as follows (or at such other address and Person as shall be designated from time to time by any party hereto, as the case may be, in a written notice to the other parties hereto in the manner provided for in this Section): If to Lender: Morgan Stanley Mortgage Capital Holdings LLC 1585 Broadway New York, NY 10036 Attention: George Kok Facsimile No. (212) 507-4859 And: Barclays Bank PLC 745 Seventh Avenue New York, New York 10019 Attention: Sabrina Khabie, Esq. And: Bank of America, N.A. c/o Capital Markets Servicing Group 900 West Trade Street, Suite 650 Mail Code: NC1-026-06-01 Charlotte, North Carolina 28255 Attention: Servicing Manager Facsimile No. (704) 317-4501 With a copy to: Alston & Bird LLP 90 Park Avenue New York, NY 10016 Attn: Meryl P. Diamond Esq. Facsimile No. (212) 922-3947 If to Borrower: c/o Ashford Hospitality Trust 14185 Dallas Parkway, Suite 1100 Dallas, Texas 75254 Attention: Christopher A. Peckham Facsimile No.: (972) 490-9605 With a copy to: Jackson Walker LLP 2323 Ross Avenue, Suite 600 Dallas, Texas 75201 Attention: Cynthia Nelson, Esq. Facsimile No.: (214) 661-6819 A notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day; or in the case of expedited prepaid delivery and telecopy, upon the first attempted delivery on a Business Day.
Clause type: payment
 Where the purchase order is submitted by a registered dealer over an electronic trading and settlement service, the dealer must provide full payment of the purchase price of the Units subscribed for and the supporting documents (original or electronic copy) for the purchase to the Manager (or its appointee) by the close of the third business day after the Valuation Date determined as the date of purchase, or the subscription for the Units will be reversed and any shortfall resulting from the reversal will be an expense of the Subscriber and may be deducted from the purchase price tendered before returning it to the Subscriber.
Clause type: whereas
pursuant to the Agreement, the Adviser agreed to pay the Sub-Adviser for the services provided and the expenses assumed by the Sub-Adviser a sub-advisory fee as set forth on Schedule B to the Agreement, and the Sub-Adviser agreed to accept such sub-advisory fee as full compensation under the Agreement for such services and expenses.
Clause type: interest
 No Member shall be entitled to earn interest on such Member's Capital Contribution or on any profits retained by the Company.
Clause type: loans
 With the consent of the Management Committee and subject to Applicable Law, any Member may provide funds to the Company as a loan. Such loan shall bear interest, payable at the end of each calendar month, at a rate determined by the Management Committee, which loan shall not bear an interest rate or other conditions less favorable to the Company than would be required by a commercial lender. All loans shall be repaid in accordance with their terms prior to distributions to Members.
Clause type: dividends
 1. Any dividends earned by the Stock and payable before the Closing of this Agreement will belong to the Seller, and any dividends earned by the Stock and payable after the Closing of this Agreement will belong to the Purchaser.
Clause type: payment
 Once each month, CITY will make payment to CONSULTANT based on an itemized statement, filled out and signed by CONSULTANT, covering services performed during the period covered by the itemized statement and supported by such data as the Designated Representative may require.
Clause type: taxes
 The Borrower shall pay all Taxes to which all or any part of the Indebtedness or any of the Security Documents may be at any time subject and shall indemnify the Finance Parties on demand against all liabilities, costs, claims and expenses incurred in connection therewith, including but not limited to any such liabilities, costs, claims and expenses resulting from any omission to pay or delay in paying any such Taxes. The indemnity contained in this Clause shall survive the repayment of the Indebtedness.
Clause type: capitalization
 All of the outstanding REIT Common Shares are, and when issued pursuant to the terms of this Agreement upon receipt of payment therefor, the Subject REIT Shares will be, duly authorized, validly issued, fully paid and non-assessable.
Clause type: ownership_of_shares
 As of the date hereof, such Equityholder does not own, beneficially or of record, any Phoenix Equity other than the Owned Shares and Owned Warrants listed opposite such Equityholder’s name on Schedule A attached hereto (except to the extent that such Equityholder may be deemed to beneficially own other Phoenix Equity owned by other Equityholders, including as a result of the Equityholders Agreement and other agreements among the Equityholders). Such Equityholder is the sole record owner of the Owned Shares and Owned Warrants listed opposite such Equityholder’s name on Schedule A hereto, and has power to vote (or cause to be voted or consents to be executed) and to dispose of (or cause to be disposed of) such Owned Shares and Owned Warrants sufficient to perform its obligations hereunder. Any proxies granted by such Equityholder in respect of any or all of such Owned Shares and/or Owned Warrants prior to and including the date hereof (except as set forth herein) in respect of the Proxy Matters have been revoked.
Clause type: insurance
(a) Set forth in Section 4.23 of the Disclosure Schedule is a complete and accurate list of all primary, excess and umbrella policies, bonds and other forms of insurance currently owned or held by or on behalf of and/or providing insurance coverage to DPII or the DPII Assets and Properties (or any of DPII's directors, officers, salespersons, agents or employees), including the following information for each such policy: type(s) of insurance coverage provided; per occurrence and annual aggregate deductibles or self-insured retentions; per occurrence and annual aggregate limits of liability and the extent, if any, to which the limits of liability have been exhausted. All policies, bonds and other forms of insurance set forth in Section 4.23 of the DPII Disclosure Schedule are in full force and effect, and with respect to such policies, all premiums currently payable or previously due have been paid, and no notice of cancellation or termination has been received with respect to any such policy. All such policies, bonds and other forms of insurance are sufficient for compliance with all requirements of law and all agreements to which DPII is a party or otherwise bound, and are valid, outstanding, collectible and enforceable policies and, to the Knowledge of DPII, provide adequate insurance coverage for DPII and the DPII Business and DPII Assets and Properties.