bhaskrr/legal-clauses huggingface dataset:
Clause type: investment-company-act
 The Company is not an "investment company" or a company "controlled" by an "investment company" that is incorporated in or organized under the laws of the United States or any "State," as those terms are defined in the Investment Company Act of 1940, as amended. The execution and delivery by the Company and its Subsidiaries of this Agreement and the other Financing Documents to which they respectively are parties and their respective performance of the obligations provided for therein, will not result in a violation of the Investment Company Act of 1940, as amended.
Clause type: counterparts
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. A telefaxed copy of this Agreement shall be deemed an original.
Clause type: now
THEREFORE in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
Clause type: insurance
The properties of the Loan Parties are insured with financially sound and reputable insurance companies not Affiliates of any Loan Party, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Loan Parties operate.
Clause type: counterparts
This Amendment may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile or pdf transmission shall be deemed to be an original signature hereto.
Clause type: representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document shall be incorrect or misleading in any material respect (or, with respect to any representation or warranty that is itself modified or qualified by materiality or a “Material Adverse Effect” standard, in any respect) when made or deemed made; or
Clause type: compensation
 The Officers shall receive such compensation for their services as may be designated by the Board or any committee thereof established for the purpose of setting compensation.
Clause type: whereas
Executive wishes to be employed by the Company and provide personal services to the Company in return for certain compensation and benefits;
Clause type: counterparts
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, with the same effect as if all parties hereto had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument. This Agreement may also be executed and delivered by exchange of facsimile transmissions of originally executed copies.
Clause type: confidentiality
NLD agrees to treat all records and other information related to the Trust as proprietary information of the Trust and, on behalf of itself and its employees, to keep confidential all such information, except that NLD may:
Clause type: interest
 (a) Each Loan made to a Borrower shall bear interest at a rate per annum equal to the Applicable Rate, provided that all overdue amounts payable under the Loan Documents (including, without limitation, any overdue principal of the Loans (whether at stated maturity, by acceleration or otherwise), any overdue interest on the Loans and any overdue fees) shall bear interest, payable on demand, for each day from and including the date payment thereof was due to but not including the date of actual payment, at a rate per annum equal to the sum of two percent (2%) plus the Applicable Rate until such amount shall be paid in full (after as well as before judgment).
Clause type: compensation
 (a) During the Initial Term and any Renewal Term (each as defined below), the Company shall pay the Manager the Base Management Fee quarterly in arrears commencing with the quarter in which this Agreement was executed (with such initial payment pro-rated based on the number of days during such quarter that this Agreement was in effect).
Clause type: headings
The headings in this Agreement are for purposes of convenience only and are not intended to define or limit the construction of the terms and conditions of this Agreement.
Clause type: capitalization
 (a) As of the date of this Agreement, the authorized shares of capital stock of the Company consist of 80,000,000 shares of Common Stock and 20,000,000 shares of preferred stock, par value $0.001 per share (“Preferred Stock”). As of the close of business on May 26, 2014 (the “Capitalization Date”), (i) 16,269,765 shares of Common Stock were issued and outstanding, (ii) 1,718,804 of Common Stock were reserved for issuance under the Company Stock Plans, (iii) zero shares of Preferred Stock were issued and outstanding, and (iv) 31,626 shares of Common Stock or Preferred Stock were held by the Company as treasury shares. All outstanding shares of Common Stock are validly issued, fully paid, nonassessable and free of preemptive or similar rights. Since the Capitalization Date, the Company has not sold or issued or repurchased, redeemed or otherwise acquired any shares of the Company’s capital stock (other than issuances pursuant to the exercise of any Company Option or vesting of any share unit award that had been granted under any Company Stock Plan, or repurchases, redemptions or other acquisitions pursuant to agreements contemplated by a Company Stock Plan). No Subsidiary of the Company owns any Equity Securities of the Company.
Clause type: now
THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the mutual covenants herein contained, the parties hereto hereby agree as follows:
Clause type: base-salary
 During the Employment Period, the Company shall pay to Employee an annualized base salary of $550,000 (the “Base Salary”) in consideration for Employee’s services under this Agreement, payable in substantially equal installments in conformity with the Company’s customary payroll practices for other senior executives as may exist from time to time, but no less frequently than monthly. The Base Salary shall be reviewed by the Board in accordance with the Company’s policies and practices, but no less frequently than once annually, and may be increased but not decreased unless such decrease is agreed to in writing by Employee. To the extent applicable, the term “Base Salary” shall include any such increases (or decreases agreed to in writing by Employee) to the Base Salary enumerated above.
Clause type: investments
 None of the Covenant Parties or any their Restricted Subsidiaries shall directly or indirectly, make or hold any Investments, except:
Clause type: assignment
All of the terms, conditions and provisions of this Contract, and any amendments thereto, shall inure to the benefit of and be binding upon the parties hereto, and their respective successors and assigns. The Contractor shall not assign this Contract without the written consent of the City which will not be unreasonably withheld.
Clause type: compensation
 For the services provided and the expenses assumed pursuant to this Agreement, Adviser will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefore, a sub-advisory fee accrued daily and payable monthly on the average daily net assets in the Funds in accordance with Schedule B hereto. The Sub-Adviser represents and warrants that in no event shall the Sub-Adviser provide similar investment advisory services to any U.S. registered investment company client comparable to the Funds being managed under this Agreement at a composite rate of compensation less than that provided for herein.
Clause type: payment
 Customer must pay all fees as specified on the order, but if not specified then within 30 days of receipt of an invoice. Customer is responsible for the payment of all sales, use, withholding, VAT and other similar taxes. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement.
Clause type: governing
Law. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
Clause type: loans
 On the Final Maturity Date the Borrower shall repay the outstanding principal amount of the Revolving Credit Notes.
Clause type: capitalization
 The authorized Stock of each Borrower, as of the Closing Date, is set forth on Schedule 7.33 hereto. Parent or another Borrower, as the case may be, legally and beneficially owns all of the issued and outstanding Stock of each Borrower. All issued and outstanding Stock of the Borrower is duly authorized and validly issued, fully paid, nonassessable, free and clear of all Liens or pledges other than Permitted Liens, and such Stock was issued in compliance with all applicable state, federal and foreign laws concerning the issuance of securities. No shares of the Stock of Borrower, other than those owned by Parent or Borrower, are issued and outstanding. There are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from Borrower of any equity securities of Borrower.
Clause type: interest
 (a) The Term Loans and Revolving Loans comprising each (i) Alternate Base Rate Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate and (ii) Canadian Prime Rate Borrowing shall bear interest at the Canadian Prime Rate plus the Applicable Rate.
Clause type: investments
 So long as the Bonds are outstanding and there is no default hereunder of which the Trustee is deemed to have knowledge pursuant to Section 11.03, moneys on deposit to the credit of the Funds shall, at the written request of the Company Representative, specifying and directing that such investment of such funds be made, be invested by the Trustee in Permitted Investments having a maturity no later than the date such moneys will be needed. The Trustee is entitled to conclusively rely on said instructions for purposes of this Section. The Trustee may commingle any of the money held by it hereunder. The Trustee may present for redemption or sell any such deposit or investment whenever it shall be necessary in order to provide money to meet any payment of the money so deposited or invested. The Trustee shall not be liable or responsible for any losses, fees, taxes or other charges resulting from any such deposit or investment presented for redemption or sold. Any interest or profits on deposits and investments in the Bond Fund received by the Trustee shall be retained therein. The Trustee shall have no responsibility for determining whether any investment is a legally permitted investment of the Authority or the Company, and the Trustee shall be fully protected in relying upon instructions received in accordance with this Section.
Clause type: board
 If the Executive is or becomes a member of the Board of Directors of the Company (the “Board”), his or her continuation as such shall be subject to the will of the Company’s shareholders and the Board, as provided in the Company’s bylaws and articles of incorporation. Therefore, removal of the Executive from, or nonelection of the Executive to, the Board by the Company’s shareholders or the Board, as provided in the Company’s bylaws and articles of incorporation, shall in no event be deemed a breach of this Agreement by the Company.
Clause type: ownership_of_shares
 As of the date hereof, other than (i) the Shares (including Shares represented by ADSs) held by the Rollover Shareholders as of the date hereof as set forth in Schedule A attached hereto, (ii) an aggregate of 1,002,916 Class B Shares beneficially owned by certain executive officers and employees of the Company who have acquired the beneficial ownership of such shares pursuant to the Company Share Plans and who have authorized the Founder to vote such shares on their behalves under power of attorney, and (iii) Company Options and Company RSUs held by the Founder, none of Parent, Merger Sub, the Founder Parties, the Sponsors nor any of their respective Affiliates beneficially own (as such term is used in Rule 13d-3 promulgated under the Exchange Act) any Shares or other securities of, or any other economic interest (through derivative securities or otherwise) in the Company, or any options, warrants or other rights to acquire Shares or other securities of, or any other economic interest (through derivative securities or otherwise) in, the Company.
Clause type: capitalization
 As of the date hereof and immediately prior to Closing, the authorized share capital of the Company consists of 50,000,000 Ordinary Shares, of which 5,000,000 are issued and outstanding, with 2,550,000 and 2,450,000 held by E-House and Reckon, respectively, free and clear of all Liens. As of the date hereof, options to purchase 455,000 Ordinary Shares have been granted and are outstanding under the Company Share Incentive Plan, of which none will become vested and exercisable by the holders thereof as of the Closing. Immediately after the Closing, the authorized share capital of the Company consists of 50,000,000 Ordinary Shares, of which 5,000,000 are issued and outstanding and held by the Purchaser. All of the issued and outstanding Ordinary Shares have been duly authorized, validly issued and fully paid in accordance with applicable Laws, non-assessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except as set forth in this Section 2.2, as of the date hereof, no Securities were issued, reserved for issuance or outstanding and no securities of any of its subsidiaries convertible into or exchangeable or exercisable for any Securities were issued or are outstanding. From the date hereof to the Closing, there will be no issuances by the Company of any Securities. Other than this Agreement, the Company does not have and is not bound by any outstanding subscriptions, options, warrants, calls, repurchase rights, commitments, or agreements of any character calling for the purchase or issuance of, or securities or rights convertible into or exchangeable or exercisable for, any Ordinary Shares.
Clause type: investment-company-act
 Neither EchoStar nor Newco is, or will become after giving effect to the Pre‑Closing Restructuring and the Distribution, an “investment company” required to be registered under the Investment Company Act of 1940, as amended.
Clause type: payment
 The purchase price for the Units shall be paid simultaneously with the execution and delivery to the Company of the signature page of this Subscription Agreement. Subscriber shall deliver a signed copy of this Subscription Agreement, along with payment for the aggregate purchase price of the Units by any means approved by the Company, including but not limited to a check for available funds made payable to “CannAssist International Corp.,” by ACH electronic transfer or by wire transfer to an account designated by the Company, or by any other methods, such as credit cards, Paypal or other electronic transfer or methods approved by the Company.
Clause type: taxes
 Sellers (i) have timely filed with the appropriate Governmental Entities all material Tax Returns required to be filed with respect to any Purchased Asset or the Maintenance Reserves, and all such Tax Returns are true, complete and correct in all material respects, and (ii) have paid all material Taxes due and payable with respect to any Purchased Asset or the Maintenance Reserves and have paid all material Taxes claimed or asserted in writing by any Governmental Entity to be due from them with respect to any Purchased Asset or the Maintenance Reserves or have provided for all such Taxes on the Books and Records in accordance with GAAP. No adjustment relating to such Tax Returns has been proposed formally or informally by any Governmental Entity, and to Sellers’ Knowledge, no basis exists for any such adjustment. With respect to any taxable period for which any material Tax Returns have not yet been filed with respect to any Purchased Asset, or for which material Taxes with respect to any Purchased Asset are not yet due or owing or are being contested in good faith, Sellers have made due and sufficient current accruals for such Taxes on the Books and Records in accordance with GAAP. There are no liens for Taxes upon the Purchased Assets or the Maintenance Reserves except for liens arising as a matter of law for Taxes not yet due and payable and liens for Taxes that are being contested in good faith, in each case, for which adequate reserves have been provided in the Books and Records in accordance with GAAP. There are no proposed reassessments of any Purchased Assets or other proposals that could increase the amount of any Tax in respect of the Purchased Assets. There are no pending or, to Sellers’ Knowledge, threatened claims, actions, suits, or other proceedings by or before any Governmental Entity for the assessment or collection of Taxes in respect of the Purchased Assets. There are no Tax investigations or audits in progress relating to the Purchased Assets, and the Sellers have not received any written notice indicating that a Governmental Entity intends to conduct such an audit or investigation. Sellers have not received any written inquiries or requests for information outstanding that could affect the Taxes relating to the Purchased Assets. There are no outstanding waivers or agreements extending the applicable statute of limitations for any period with respect to any Taxes relating to the Purchased Assets. The LILO Contracts, LILO Sublease Contra...
Clause type: counterparts
This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.
Clause type: board
 Raju Panjwani Ramesh Akella Shekhar Wadekar Rohit Phansalkar EXHIBIT B EXHIBIT C
Clause type: taxes
 (a) Any and all payments by Seller under or in respect of this Agreement or any other Facility Documents to which Seller is a party shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto, whether now or hereafter imposed, levied, collected, withheld or assessed by any taxation authority or other Governmental Authority (collectively, “Taxes”), unless required by law. If Seller shall be required under any applicable Requirement of Law to deduct or withhold any Taxes from or in respect of any sum payable under or in respect of this Agreement or any of the other Facility Documents to Buyer, (i) Seller shall make all such deductions and withholdings in respect of Taxes, (ii) Seller shall pay the full amount deducted or withheld in respect of Taxes to the relevant taxation authority or other Governmental Authority in accordance with any applicable Requirement of Law, and (iii) the sum payable by Seller shall be increased as may be necessary so that after Seller has made all required deductions and withholdings (including deductions and withholdings applicable to additional amounts payable under this Section 7) Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made in respect of Non-Excluded Taxes. For purposes of this Agreement the term “Non-Excluded Taxes” are Taxes other than, in the case of Buyer, Taxes that are imposed on its overall net income (and franchise taxes imposed in lieu thereof) by the jurisdiction under the laws of which Buyer is organized or of its applicable lending office, or any political subdivision thereof, unless such Taxes are imposed as a result of Buyer having executed, delivered or performed its obligations or received payments under, or enforced, this Agreement or any of the other Facility Documents (in which case such Taxes will be treated as Non-Excluded Taxes).
Clause type: capitalization
 (i) The authorized share capital of the Issuer consists of 37,500,000,000 Class A Ordinary Shares, 2,500,000,000 Class B Ordinary Shares, and 10,000,000,000 Preferred Shares, of which 1,065,292,221 Class A Ordinary Shares and 370,718,629 class B ordinary shares of the Issuer are issued and outstanding as of the date hereof. As of the date of this Agreement, 60,389,549 class B ordinary shares are reserved and available for issuance pursuant to the ESOP. Except securities that the Issuer have issued or may issue under the Transaction Documents, 2019 share incentive plan, Stock Options A and Stock Options B of the Issuer as disclosed in the Issuer SEC Documents, the Issuer has no outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of the Issuer on any matter. All issued and outstanding Class A Ordinary Shares have been duly authorized and validly issued and are fully paid and non-assessable, are free of preemptive rights and were not issued in violation of any preemptive right, resale right, right of first refusal, or similar right and the ADSs issued as of the date of this Agreement have been duly listed and admitted and authorized for trading on the NASDAQ.
Clause type: investment-company-act
 Neither the Borrower nor any Subsidiary is an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. Neither the Borrower nor any Subsidiary is subject to regulation under any Federal or state statute, regulation or other Legal Requirement which limits its ability to incur Debt.
Clause type: ownership_of_shares
 Stockholder is the beneficial owner of all the Shares and Options set forth on Exhibit A. On the date hereof, the Shares and Options set forth on Exhibit A constitute all of the securities of Company beneficially owned by Stockholder. Except as set forth on Exhibit A, Stockholder has voting power with respect to the matters set forth in Section 1 hereof with respect to all of the Shares set forth on Exhibit A, with no limitations, qualifications or restrictions on such rights.
Clause type: headings
The various headings and numbers herein, the grouping of provisions of this Contract into separate clauses and paragraphs, and the organization hereof are for the purpose of convenience only and shall not limit or otherwise affect the meaning hereof.
Clause type: ownership_of_shares
 Affiliate owns and has the present power and right to vote (or to direct the voting of) the number of Subject Shares set forth beneath the Affiliate’s name on the signature page hereto. Affiliate has sole voting power and sole power of disposition, in each case with respect to all of the Subject Shares set forth beneath Affiliate’s name on the signature page hereto with no limitations, qualifications or restrictions on such rights, subject only to applicable securities laws and the terms of this Agreement and as otherwise noted on the signature page hereto. The Subject Shares set forth beneath the Affiliate’s name on the signature page hereto are all of the equity interests in Petrosearch legally or beneficially owned by Affiliate.
Clause type: taxes
 If any sum payable by the Company under this Agreement is subject to tax in the hands of an Underwriter or taken into account as a receipt in computing the taxable income of that Underwriter (excluding net income taxes on underwriting commissions payable hereunder), the sum payable to the Underwriter under this Agreement shall be increased to such sum as will ensure that the Underwriter shall be left with the sum it would have had in the absence of such tax.