bhaskrr/legal-clauses huggingface dataset:
Clause type: entire
Agreement. This Agreement, including the schedules and exhibits hereto and the documents, annexes, attachments, certificates and instruments referred to herein and therein, embodies the entire agreement and understanding of the parties hereto in respect of the agreements and transactions contemplated by this Agreement and supersedes all prior agreements, representations, warranties, promises, covenants, arrangements, communications and understandings, oral or written, express or implied, between the parties with respect to such transactions. There are no agreements, representations, warranties, promises, covenants, arrangements or understandings between the parties with respect to such transactions, other than those expressly set forth or referred to herein.
Clause type: capitalization
 The authorized capital of the Company consists of Sixty Thousand (60,000) shares, no par value per share, of which One Thousand (1,000) shares are issued and outstanding on the date hereof. All of the shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable. All of the presently authorized, issued and outstanding shares of capital stock of the Company are owned by Seller. Except as otherwise disclosed on Schedule 6(e) annexed hereto, there are no outstanding subscriptions, rights, options, warrants, calls, contracts, demands, commitments, convertible securities or other agreements or arrangements of any character or nature whatsoever under which the Company or Seller are or may become obligated to issue, assign or transfer any shares of the capital stock of the Company.
Clause type: ownership_of_shares
 The Shareholder owns all the issued and ------------------- outstanding shares of the capital stock of each Seller. There are no options, warrants, rights or other agreements or commitments outstanding or in existence which provide for the issuance of capital stock or other securities of any Seller, and there are no securities outstanding or in existence which are convertible into or exchangeable for capital stock or other securities of any Seller.
Clause type: headings
Section headings in this Note are for convenience only, and shall not be used in the construction of this Note.
Clause type: definitions
Capitalized words and phrases used in this Agreement have the following meanings:
Clause type: miscellaneous
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. This Agreement will be governed by and construed in accordance with the laws of the state of California excluding that body of laws pertaining to conflict of laws. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, such provision will be enforced to the maximum extent possible and the other provisions will remain effective and enforceable. All disputes relating to this Agreement are subject to the exclusive jurisdiction of the courts of California and the parties expressly consent to jurisdiction and venue thereof and therein. The parties confirm that this Agreement and all related documentation is and will be in the English language. The application of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly waived and excluded.
Clause type: investments
 Acquire Investments in, or purchase or otherwise acquire all or substantially all of the assets of, any Person. This restriction shall not apply to the following investments:
Clause type: capitalization
 The capitalization of the Company as of the date -------------- hereof, including the authorized capital stock, the number of shares issued and outstanding, the number of shares reserved for issuance pursuant to the Company's stock option plans, the number of shares reserved for issuance pursuant to securities (other than the Preferred Stock and the Warrant) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares to be initially reserved for issuance upon conversion of the Preferred Stock and the exercise of the Warrant is set forth on Schedule 3.3. All of such outstanding shares of capital stock have been, or ------------ upon issuance will be, validly issued, fully paid and non-assessable. Except as set forth in Schedule 3.3, no shares of capital stock of the Company (including the Preferred Stock, the Warrant, the Conversion Shares and the Warrant Shares) are subject to preemptive rights or any other similar rights of the stockholders of the Company or any liens or encumbrances. Except as disclosed in Schedule -------- 3.3, as of the date of this Agreement, (i) there are no outstanding options, --- warrants, scrip, rights to subscribe for, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of its or their securities under the Securities Act (except the Registration Rights Agreement) and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to holders of such securities). The Company has furnished to Purchaser true and correct copies of the Company's Certificate of Incorporation as currently in effect ("Certificate of Incorporation"), and the Company's Bylaws as currently ---------------------------- in effect (the "Bylaws"). The Company has set forth on Schedule 3.3 all ------ ------------ instruments and agreements (other than the Certificate of Incorporation and Bylaws) governing securities convertible ...
Clause type: ownership_of_shares
 Seller is the record and beneficial owner and holder of the Shares, free and clear of all Encumbrances. There are no Contracts relating to the encumbrance, sale, transfer or other disposition of any of the Shares. Seller does not own, or has any Contract to acquire, any equity securities or other securities of the Company.
Clause type: compensation
 The salaries of the Corporation's principal officers shall be fixed from time to time by the Board, after taking account of any recommendations by any committee to which the power to advise with respect to salaries is delegated by the Board. The Board may from time to time delegate to any principal officer or any committee power to fix the salaries of other officers, agents and employees. No officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation or a member of any committee contemplated by these Bylaws.
Clause type: compensation
 The Trust shall pay for the services to be provided by Ultimus under this Agreement in accordance with, and in the manner set forth in, Schedule B attached hereto, as such Schedule may be amended from time to time. If this Agreement becomes effective subsequent to the first day of a month or terminates before the last day of a month, Ultimus' compensation for that part of the month in which the Agreement is in effect shall be prorated in a manner consistent with the calculation of the fees as set forth above. Payment of Ultimus' compensation for the preceding month shall be made promptly.
Clause type: now
THEREFORE in consideration of the respective agreements of the parties contained herein, it is agreed as follows:
Clause type: payment
 On or before December 1 of each year, Landlord shall deliver to Tenant a yearly Operating Expense estimate for the following calendar year. Thereafter, Tenant shall pay, with its next installment of Base Rent, an amount equal to 1/12 of such annual estimate of Operating Expenses. Landlord shall have the right to revise such estimate during the course of the calendar year as necessary, in which event Tenant’s monthly payment amount for such calendar year shall be proportionately revised. Landlord shall deliver to Tenant within one hundred eighty (180) days after the expiration of each calendar year a reasonably detailed statement (the “Statement”) showing the actual Operating Expenses incurred during such year, and shall provide reasonable supporting documentation for the Operating Expenses set forth in the Statement within thirty (30) days following Tenant’s request. Landlord’s failure to deliver the Statement to Tenant within said period shall not constitute Landlord’s waiver of its right to collect said amounts or otherwise prejudice Landlord’s rights hereunder. If Tenant’s payments under this section during said calendar year exceed the Operating Expenses as indicated on the Statement, Tenant shall be entitled to credit the amount of such overpayment against the Operating Expenses next falling due. If Tenant’s payments under this section during said calendar year were less than the Operating Expenses
Clause type: private_equity
 If, after achievement of the Funding Threshold but before the earlier of (a) the initial public offering of Licensee’s securities and (b) a sale of all or substantially all of Licensee’s business to which this Agreement relates, whether by merger, sale of stock, sale of assets or otherwise, Licensee proposes to sell any Equity Securities for cash (a “Qualified Financing”), then[***] TSRI shall have the right, but not the obligation, to participate in such Qualified Financing, on the same terms made available to all other investors in such Qualified Financing, to the extent necessary to maintain TSRI’s percentage ownership interest of Licensee’s Fully Diluted Shares. Notwithstanding the foregoing, no issuance of Equity Securities of Licensee to any financial institution, [***], lessor or other entity in connection with any commercial credit arrangement, equipment financing, real property leasing arrangement, debt financing, [***] or similar transaction, that, in each case, has been approved by Licensee’s board of directors, shall be considered a Qualified Financing.
Clause type: payment
 Payment of the purchase price for, and delivery of certificates for, the Securities shall be made at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019, or at such other place as shall be agreed upon by the Representatives and the Selling Shareholder, at 9:00 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 (unless postponed in accordance with the provisions of Section 11), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Selling Shareholder (such time and date of payment and delivery being herein called “Closing Time”). Payment shall be made to the Selling Shareholder by wire transfer of immediately available funds to a bank account designated by the Selling Shareholder against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for their account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities, which it has agreed to purchase. Merrill Lynch and Sandler O’Neill, individually and not as Representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time but such payment shall not relieve such Underwriter from its obligations hereunder.
Clause type: compensation
 Each Fund will pay to the Custodian such compensation as is agreed to in writing by the Custodian and each such Fund from time to time. Such compensation, together with all amounts for which the Custodian is to be reimbursed in accordance with Section 7(e), shall be billed to each such Fund and paid in cash to the Custodian.
Clause type: miscellaneous
This Contract shall be governed by the laws of the Commonwealth of Virginia. Jurisdiction and venue for any litigation arising out of or involving this Agreement shall lie in the Circuit Court of the County of Dinwiddie, Virginia, and such litigation shall be brought only in such courts. All pronouns used herein shall refer to every gender. Headings or titles in this Contract are only for convenience and shall have no meaning or effect upon the interpretation of the provisions of this Contract. This Contract is the entire agreement between the parties and may not be amended or modified, except by writing, signed by each party. If any provision of this Contract is determined to be unenforceable, then the remaining provisions of this Contract shall be interpreted as in effect as if such unenforceable provision were not included therein.
Clause type: investment-company-act
 Neither the Company nor the Operating Partnership is, and after the consummation of the transactions contemplated by this Agreement, neither the Company nor the Operating Partnership will be, an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended.
Clause type: dividends
 The Pledgor may, unless an Event of Default shall have occurred and be continuing, receive and retain all cash dividends and other distributions with respect to the Pledged Securities.
Clause type: taxes
 The Company and its subsidiaries have filed all federal, state, local and non-U.S. tax returns that are required to be filed or have requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect); and, except as set forth in the General Disclosure Package, the Company and its subsidiaries have paid all taxes (including any assessments, fines or penalties) required to be paid by them, except for any such taxes, assessments, fines or penalties currently being contested in good faith or as would not, individually or in the aggregate, have a Material Adverse Effect.
Clause type: investments
 The money and assets held under this Account shall be invested by the Trustee, either directly or through an agent, in the manner provided in the Declaration of Trust creating the retirement savings plan. All investments of money or assets held under this Account must comply with the rules for the investment of RSP money contained in the Federal Income Tax Act and the Regulations thereunder.
Clause type: investments
 Directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so other than Permitted Investments.
Clause type: representations
and Warranties. (i) The representations and warranties of the Company set forth in Sections 3.1, 3.3, 3.4(a), 3.7, 3.18 and 3.20 shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date (in either case other than those representations and warranties which address matters only as of a particular date, which representations and warranties shall have been true and correct as of such particular date, except in either case contemplated by this clause (i) for de minimis inaccuracies, and (ii) the other representations and warranties of the Company set forth in this Agreement shall have been true and correct as of the date hereof and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date (in either case other than those representations and warranties which address matters only as of a particular date, which representations shall have been true and correct as of such particular date), except in either case contemplated by this clause (ii) where the failure of such representations and warranties to be true and correct (disregarding all qualifications or limitations as to materiality, Material Adverse Effect or words of similar import set forth therein) individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. Each of Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an executive officer of the Company.
Clause type: payment
 The said Purchase Price shall be paid in full free of bank charges to ABN AMRO Bank N.V., New York, NY, SWIFT ABNA US33 for credit of Fortis bank N.V. Rotterdam, SWIFT FTSBNL2R in favour of account 25.11.89.694 CCS ref MC Shipping on delivery of the Vessel, but not later than 3 banking days after the Vessel is in every respect physically ready for delivery in accordance with the terms and conditions of this Agreement and Notice of Readiness has been given in accordance with Clause 5.
Clause type: interest
 In the event that any payment required to be made under this Agreement is made after the date on which such payment is due, interest will accrue on such amount from (but not including) the due date of the payment to (and including) the date such payment is actually made at the rate designated from time to time in Section 6621(a)(2) of the Code, compounded on a daily basis.
Clause type: interest
 Interest shall be paid on the outstanding principal amount of the Governmental Lender Note at the rate or rates set forth in the Borrower Note and otherwise as set forth in the Borrower Loan Agreement.
Clause type: headings
The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
Clause type: investment_company
 The Company and its Subsidiaries will conduct their businesses in a manner so as to not be required to register under the Investment Company Act.
Clause type: board
 Each of the Cash Equity Investors hereby agrees, so long as such Stockholder continues to hold any shares of Series C Preferred Stock or Common Stock, in exercising its rights under Section 3 of the Company Stockholder Agreement, that it will vote or cause to be voted all of the shares of its Common Stock owned or held of record by it (whether now owned or hereafter acquired), in person or by proxy, to cause the selection of directors, the election of directors and thereafter the continuation in office of the following persons as members of the Board of Directors (the "Cash Equity Directors") as follows:
Clause type: investment_company
 The Company is not and after giving effect to the sale of the Shares and Warrant Shares will not be an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended.
Clause type: termination
Upon the payment in full of the Obligations (other than contingent indemnification obligations not yet accrued and payable) and termination of the Security Agreement or as otherwise provided in Section 11.4 of the Security Agreement, the Administrative Agent shall execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Copyrights under this Copyright Security Agreement.
Clause type: loans
 (a) Subject to Sections 4.1 and 4.2 hereof, (i) all Revolving Loans shall be advanced and made ratably by the Revolving Lenders in accordance with the Revolving Lenders’ respective Revolving Commitments; and (ii) the Term Loans shall be made on the Closing Date by the Lenders upon the execution of this Agreement. The Term Loans shall amortize as set forth in Section 2.6 hereof.
Clause type: now
THEREFORE in consideration of the promises and mutual agreements set forth herein, the Parties agree to amend the Agreement as follows:
Clause type: insurance
The Partnership Entities are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; all policies of insurance and any fidelity or surety bonds insuring the Partnership Entities or their respective businesses, assets, employees, officers and directors are in full force and effect in all material respects; the Partnership Entities are in compliance with the terms of such policies and instruments in all material respects; there are no material claims by any Partnership Entity under any such policy or instrument as to which any insurer is denying liability or defending under a reservation of rights clause; no Partnership Entity has been refused any insurance coverage sought or applied for; and no Partnership Entity has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers at a cost that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
Clause type: definitions
Affiliate is defined as a person that (directly or indirectly) owns or controls, is owned or controlled by, or is under common ownership or control with, another person. For purposes of this paragraph, the term “own” means to own an equity interest (or equivalent thereof) of more than 10 percent. Commission is defined as the appropriate regulatory agency in each of BellSouth’s nine-state region, Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina, and Tennessee. Competitive Local Exchange Carrier (CLEC) means a telephone company certificated by the Commission to provide local exchange service within BellSouth's franchised area.
Clause type: whereas
the Fund desires the Manager to render investment supervisory services to the Fund in the manner and on the terms and conditions hereinafter set forth;
Clause type: vesting
 Subject to the provisions of Paragraph 5(a) of this Agreement, the Restricted Stock Units will vest and become non-forfeitable on the one-year anniversary of the Grant Date.
Clause type: payment
 2.1 The Subscription Proceeds must accompany this Subscription and shall be paid by certified check or bank draft drawn on a chartered bank, and made payable and delivered to the Company. Alternatively, the Subscription Proceeds may be wired to the Company to the wiring instructions that are provided in this Subscription Agreement. The Subscriber acknowledges and agrees that this Agreement, the Subscription Proceeds and any other documents delivered in connection herewith will be held on behalf of the Company. In the event that this Agreement is not accepted by the Company for whatever reason, which the Company expressly reserves the right to do, within 30 days of the delivery of an executed Agreement by the Subscriber, this Agreement, the Subscription Proceeds (without interest thereon) and any other documents delivered in connection herewith will be returned to the Subscriber at the address of the Subscriber as set forth in this Agreement.