bhaskrr/legal-clauses huggingface dataset:
Clause type: payment
 Commencing on the Lease Commencement Date, and continuing through the Lease Term, Tenant shall pay, on or before the first day of each calendar month, monthly installments of Tenant’s Share of Operating Expenses, Tenant’s Share of Insurance Expenses and Tenant’s Share of Real Property Taxes in amounts set forth in a written estimate by Landlord (“Landlord’s Estimate”). Landlord shall have the right to revise its estimate from time to time during a particular calendar year, in which event, commencing with Tenant’s next installment of Base Rent due after Tenant’s receipt of such revised estimate, provided Landlord shall have given Tenant at least fifteen (15) days notice of such revised estimate, Tenant thereafter shall pay such amounts set forth in such revised estimate (which may include an additional monthly amount based upon any shortfall in Landlord’s previous estimate; provided, however, that Landlord reserves the right to bill Tenant for the entire then current amount of such shortfall at the time that Landlord delivers such revised estimate, in which case such billing shall be due and payable with Tenant’s next installment of Base Rent after Tenant’s receipt of Landlord’s revised estimate). Landlord shall endeavor to furnish to Tenant a statement (hereinafter referred to as “Landlord’s Statement”), within ninety (90) days after the end of To the extent any item of Operating Expenses, Real Estate Taxes or Insurance Expenses is payable by Landlord in advance of the period to which it is applicable due to, for example, (i) a requirement by Landlord’s lender for an escrow account (e.g., insurance and tax escrows), or (ii) because prepayment to the third party billing authority is customary for the service or matter (e.g., insurance or taxes), Landlord may (a) include such items in Landlord’s Estimate for periods prior to the date such item is to be paid by Landlord, and (b) to the extent Landlord has not collected the full amount of such item prior to the date such item is to be paid by Landlord, Landlord may include the balance of such full amount in a following Landlord’s Estimate. In addition, with respect to any item of Operating Expenses, Real Estate Taxes or Insurance Expenses that is payable in a lump-sum on an annual, semi-annual or other periodic (non-monthly) basis (e.g., insurance and taxes), Landlord may elect to bill Tenant for Tenant’s Share of such expense on a lump-sum basis not more than sixty (60) days prior to the date that Landlord’s ...
Clause type: investment-company-act
 No Loan Party is an “investment company” or a company “controlled” by an “investment company” (as each such term is defined or used in the Investment Company Act of 1940, as amended).
Clause type: representations
and Warranties. 8.1 Each Fund represents and warrants to Transfer Agent that:
Clause type: entire
Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings (written or oral) of the parties in connection therewith.
Clause type: investments
 Directly or indirectly make, acquire, or incur any liabilities (including contingent obligations) for or in connection with (a) the acquisition of the securities (whether debt or equity) of, or other interests in, a Person; provided, however, that, so long as no Default or Event of Default -------- ------- has occurred and is continuing, Borrower shall be entitled to make investments under this clause (a) during the term of this Agreement in an aggregate amount ---------- not to exceed $500,000, (b) loans, advances, capital contributions, or transfers of property to a Person, or (c) the acquisition of all or substantially all of the properties or assets of a Person.
Clause type: taxes
 All material Tax Returns required to be filed by, or on behalf of, the Company or the Company Subsidiaries have been timely filed, or will be timely filed, in accordance with all Laws, and all such Tax Returns are, or will be at the time of filing, complete and correct in all material respects. The Company and the Company Subsidiaries have timely paid all material Taxes due and payable (whether or not shown on such Tax Returns), or, where payment is not yet due, have made adequate financial statement provisions therefor in accordance with GAAP. There are no Liens with respect to Taxes upon any of the assets or properties of either the Company or the Company Subsidiaries other than with respect to Taxes not yet due and payable. As of the date of this Agreement, there are not pending or threatened in writing, any audits, examinations, investigations or other proceedings initiated by the Internal Revenue Service in respect of U.S. federal income tax matters. None of the Company or any of the Company Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date hereof that was purported or intended to be governed by Section 355 of the Code (or any similar provision of state, local or foreign Law). The Company and each Company Subsidiary is, and has been since the date of its formation, a corporation for U.S. federal income tax purposes, and neither the Company nor any Company Subsidiary has elected pursuant to the Code to be treated as a Subchapter S corporation pursuant to Section 1362(a) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have, or be reasonably expected to result in, individually or in the aggregate, a Material Adverse Effect.
Clause type: conversion_of_shares
 (a) Each share of common stock, no par value per share ("Company Common Stock"), of the Company issued and outstanding immediately prior to the Effective Time (other than any Shares to be canceled pursuant to Section 2.1(c) hereof) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive .264 (the "Exchange Ratio") of a fully paid and nonassessable share (the "Merger Consideration") of common stock, par value $.001 per share, of Parent (the "Parent Common Stock").
Clause type: investment_company
 The Company is not an “investment company” as defined in the Investment Company Act. In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon certificates of officers and employees of the Targa Entities and upon information obtained from public officials, (ii) assume that all documents submitted to such counsel as originals are authentic, that all copies submitted to such counsel conform to the originals thereof, and that the signatures on all documents examined by such counsel are genuine, (iii) state that its opinion is limited to matters governed by federal law and the Delaware LP Act, Delaware LLC Act and the DGCL and the laws of the State of Texas, (iv) with respect to the opinions expressed as to the due qualification or registration as a foreign limited partnership or limited liability company, as the case may be, of the Targa Entities, state that such opinions are based upon certificates of foreign qualification or registration provided by the Secretary of State of the States listed on an annex to be attached to such counsel’s opinion (each of which shall be dated as of a date not more than fourteen days prior to the Closing Date and shall be provided to counsel to the Underwriters) and (v) state that they express no opinion with respect to (A) any permits to own or operate any real or personal property or (B) state or local taxes or tax statutes to which any of the limited partners of the Partnership or any of the Targa Entities may be subject. Such counsel may exclude any non-wholly-owned entities from its opinion regarding ownership of Material Subsidiaries. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Company, the independent public accountants of the Company and your representatives, at which the contents of the Registration Statement, the Disclosure Package and the Prospectus and related matters were discussed, and although such counsel has not independently verified, is not passing upon, and is not assuming any responsibility for the accuracy, completeness or fairness of the statements contained in, the Registration Statement, the Disclosure Package and the Prospectus (except to the extent specified in the foregoing opinion), based on the foregoing, no facts have come to such counsel’s attention that lead such counsel to believe that:
Clause type: assignment
The right of the Company to purchase any part of the Shares may be assigned in whole or in part to any holder or holders of capital stock of the Company or other persons or organizations.
Clause type: representations
and Warranties. Party B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of transfer of the Optioned Interests, that:
Clause type: payment
 Customer will pay Dialogic or a designated Dialogic authorized distributor (“Billing
Clause type: investment-company-act
 No Borrower Party is required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”).
Clause type: esop
 Each of the Parties acknowledges and agrees that the number of Class A Ordinary Shares reserved under the Company’s ESOP has been increased to 5,456,192 (the “ESOP Increase”) as of the date hereof, which, together with any other Equity Securities of the Company reserved under the Company’s ESOP, represents 11.45% of the Company’s total share capital on a fully diluted basis, and each holder of the Shares agrees to and has duly approved the ESOP Increase in accordance with this Agreement and the Memorandum and Articles. The Company agrees and acknowledges that no additional reserves in connection with the Company’s ESOP or other similar employment or equity incentive plans of the Company or any Group Company and that would have a dilutive effect on any Investor will be made prior to a Qualified IPO.
Clause type: compensation
 The Company shall pay to the Agent in cash, upon each sale of Placement Shares pursuant to this Agreement, an amount equal to 3.0% of the gross proceeds from each sale of Placement Shares. Brandon LaVerne blaverne@catasys.com Terren Peizer terren@catasys.com Patrice McNicoll pmcnicoll@brileyfbr.com Keith Pompliano kpompliano@brileyfbr.com Scott Ammaturo sammaturo@brileyfbr.com with a copy to atmdesk@brileyfbr.com This Representation Date Certificate (this “Certificate”) is executed and delivered in connection with Section 7(1) of the At Market Issuance Sales Agreement (the “Agreement”), dated September 11, 2020, and entered into between Ontrak, Inc., a Delaware corporation (the “Company”) and B. Riley Securities, Inc. All capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement. The Company hereby certifies as follows:
Clause type: payment
 On a daily basis, weekends and holidays excluded, HR shall provide UBE with weight certificates (which certificates will be in accordance with Section 6.C below) for the previous day’s shipments of Distiller’s Grains, and UBE shall pay HR the F.O.B. Plant Price for all such shipments. The weight certificates with respect to any shipments which are made on a weekend or a holiday will be provided to UBE on the next succeeding business day. Payment for all shipments shall be made by UBE so that payment is received by HR on or before the second (2nd) following Friday of each one week shipment period (Sunday through Saturday). Each payment shall be accompanied by a detail of the shipments which are the subject of the payment and documentation supporting the amount of the payment. Any payment which is not received by HR when due shall bear interest from the date due, until paid, at the rate of ten percent (10%) per annum. UBE agrees to maintain complete, accurate and up-to-date sales records and to provide such records to HR upon request. HR shall also have the right to audit UBE’s sales invoices and records at any time during normal business hours at the corporate office of UBE. If HR’s review of any such sales records or any such audit reveals any shortages or deficiencies in the amount of any of the payments required to be made by UBE to HR pursuant to this Restated Agreement (an “Unpaid Amount”), UBE shall pay HR the Unpaid Amount, along with interest thereon at the rate provided above, within ten (10) days of HR’s written notice to UBE of the Unpaid Amount. HR’s notice must include the basis for the calculation of the Unpaid Amount. UBE shall also pay, or reimburse HR for, the out-of-pocket costs and expenses incurred by HR in connection with the review or audit if the review or audit in question reveals a shortage or deficiency of [***] percent ([***]%) or more in the aggregate amount of payments that were required to be made by UBE to HR with respect to any month.
Clause type: base-salary
 The Company shall pay to Executive base salary compensation at an annual rate of not less than $250,000. Following the end of the Company's fiscal year 2005, and annually thereafter, the Board shall review Executive's base salary in light of the performance of Executive and the Company, and may, in its sole discretion, maintain or increase (but not decrease) such base salary by an amount it determines to be appropriate. Executive's annual base salary payable hereunder, as it may be maintained or increased from time to time, is referred to herein as "BASE SALARY." Base Salary shall be paid in equal installments in accordance with the Company's payroll practices in effect from time to time for executive officers, but in no event less frequently than monthly.
Clause type: taxes
 Other than in the ordinary course of business, make or change any material election in respect of Taxes, adopt or change any accounting method in respect of Taxes, file any material Tax Return or any amendment to a material Tax Return, enter into any closing agreement, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes;
Clause type: investment-company-act
 The Company is not and, after giving effect to the transactions contemplated by this Agreement will not be, an “investment company” as that term is defined in, nor is the Company otherwise subject to registration or regulation under, the Investment Company Act of 1940.
Clause type: employee_benefits
 (a) During the period from the Effective Time until the first anniversary thereof, Parent shall (i) maintain or cause to be maintained the Benefit Plans that are in effect as of the Effective Time, other than any Benefit Plan providing benefits based on equity securities or any equivalent thereof or any incentive-based compensation, bonus or other similar arrangement, and (ii) provide each person employed by the Surviving Corporation and its subsidiaries compensation (including salary, bonus and incentive compensation) that is in the aggregate substantially comparable to that enjoyed by such employee at the Effective Time, other than as referred to in clause (i) above (taking into account salary, bonus and equity-based and incentive-based benefits). From and after the first anniversary of the Effective Time, Parent shall continue the employment arrangements described in the preceding sentence or shall offer to each person then employed by the Surviving Corporation and its subsidiaries, compensation and benefits substantially comparable to those then enjoyed by other similarly situated employees of Parent and its affiliates. For purposes of eligibility to participate in and vesting in benefits provided under employee benefit plans maintained by Parent and its affiliates (but not for purposes of determining benefits (or accruals thereof) under such plans), all persons previously employed by the Company and then employed by Parent or its affiliates shall be credited with their years of service with the Company and its subsidiaries and years of service with prior employers to the extent service with prior employers is taken into account under the Benefit Plans.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Agreement by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart hereof. INVESCO ADVISERS, INC. By: Name: Title: Agreed and Accepted: WEDBUSH SECURITIES INC. By: Name: Title: November [ ], 2017 Wedbush Securities Inc. 1000 Wilshire Blvd. Los Angeles, CA 90017 Ladies and Gentlemen: In connection with the engagement of Wedbush Securities Inc. (the “Bank”) to advise and assist the undersigned, Invesco Advisers, Inc. (together with its successors and assigns, the “Company”), with respect to the matters set forth in the Fee Agreement dated November [ ], 2017 between the Company and the Bank (the “Agreement”), in the event that the Bank, any of its affiliates, each other person, if any, controlling the Bank or any of its affiliates, their respective officers, current and former directors, employees and agents or the successors or assigns of any of the foregoing persons (the Bank and each such other person or entity being referred to as an “Indemnified Party”) becomes involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a “Proceeding”) with respect to the Agreement, the Company agrees to indemnify, defend and hold each Indemnified Party harmless to the fullest extent permitted by law, from and against any losses, claims, damages, liabilities and expenses, including reasonably incurred fees and expenses of counsel to the Indemnified Parties, with respect to the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted primarily from the bad faith, gross negligence or willful misconduct of such Indemnified Party. In addition, in the event that an Indemnified Party becomes involved in any capacity in any Proceeding with respect to the Agreement, the Company will reimburse such Indemnified Party for reasonable legal and other expenses (including the cost of any investigation and preparation) as such expenses are incurred by such Indemnified Party in connection ...
Clause type: taxes
 (a) Any and all payments by the Borrower hereunder or under the Notes shall be made, in accordance with Section 2.11, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges and withholdings, and all liabilities with respect thereto, excluding, in the case of each Bank and the Agent, taxes imposed on its overall net income (including branch profits), and franchise taxes imposed on or measured by net income, by the jurisdiction under the laws of which such Bank or the Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its overall net income(including branch profits), and franchise taxes imposed on or measured by net income, by the jurisdiction of such Bank's Applicable Lending Office or principal executive office or any political subdivision thereof, and all liabilities with respect thereto (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"), except as may otherwise be required by law. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note to any Bank or the Agent, (i) the sum payable shall be increased by such amount (an "Additional Amount") as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.13) such Bank or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Any such payment by the Borrower shall be made in the name of the relevant Bank or the Agent (as the case may be).
Clause type: investment-company-act
 The Trust shall at all times conduct its operations so as not to be subject to, or shall comply with, the requirements of the Investment Company Act of 1940, as amended (or any successor statute), and the rules and regulations thereunder.
Clause type: esop
 Prior to the Effective Date, United and SBI shall take such other actions as may be reasonably necessary for the Southern Bancorp, Inc. Employee Stock Ownership Plan (“SBI ESOP”) to be merged with and into the United Community Banks, Inc. Profit Sharing Plan (the “United 401(k) Plan”) at the Effective Date. In connection with the Merger, participants in the SBI ESOP will be provided the right to vote the shares (or units representing shares) in accordance with the requirements of Section 409(e) of the Code and the regulations and rulings thereunder.
Clause type: definitions
Unless otherwise specified in a Confirmation, this Agreement and each Transaction under this Agreement are subject to the 2000 ISDA Definitions as published and copyrighted in 2000 by the International Swaps and Derivatives Association, Inc. (the “Definitions”), and will be governed in all relevant respects by the provisions set forth in the Definitions, without regard to any amendment to the Definitions subsequent to the date hereof. The provisions of the Definitions are hereby incorporated by reference in and shall be deemed a part of this Agreement, except that (i) references in the Definitions to a “Swap Transaction” shall be deemed references to a “Transaction” for purposes of this Agreement, and (ii) references to a “Transaction” in this Agreement shall be deemed references to a “Swap Transaction” for purposes of the Definitions. Each term capitalized but not defined in this Agreement shall have the meaning assigned thereto in the Pooling and Servicing Agreement.
Clause type: entire
Agreement. This Agreement, and any employment agreement signed by an officer of the Company between the Company and Employee contain the entire agreement of the parties relating to the subject matter addressed therein and supersede all prior agreements and understandings with respect to such subject matter, and the parties hereto have made no other agreements, representations or warranties relating to the subject matter of this Agreement.
Clause type: grant_of_option
 Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Optionee a nonqualified stock option to purchase all or part of «Shares_Granted» Shares of the Company (the "Option") at a per share purchase price of «Option_Price», effective as of «Option_Date» (the "Grant Date"). The Option shall not be treated as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986.
Clause type: investments
 Make, hold, maintain, or permit to exist any Investments, except: