bhaskrr/legal-clauses huggingface dataset:
Clause type: ownership_of_shares
 Neither Parent nor Merger Sub owns any Shares, beneficially, of record or otherwise, as of the date hereof or at any time prior to the time that is immediately prior to the Effective Time; provided that immediately prior to the Effective Time, Parent or Merger Sub will only own those Shares subject to the Rollover Commitments as of the date hereof.
Clause type: payment_terms
 Payment terms under this Contract are set forth in Attachment B. Payment shall be made only after the CGA receives and accepts the Goods and/or Services and after it receives a properly completed invoice. Unless otherwise specified in the Contract, payment for all accepted Goods and/or Services shall be due within forty-five (45) days after acceptance of the Goods and/ or Services (in arrears) in accordance with Conn. Gen. Stat. §4a-71, or thirty (30) days if the Contractor is a certified small contractor or minority business enterprise as defined in Conn. Gen. Stat. § 4a-60g.
Clause type: capitalization
 (a) The authorized capital stock of Home currently consists of 90,000,000 shares of Home Common Stock and 10,000,000 shares of serial preferred stock, par value $0.01 per share. As of the date hereof, there were (i) 16,872,452 shares of Home Common Stock issued, including 2,350,256 shares of Home Common Stock held in treasury, and 14,522,196 shares of Home Common Stock outstanding, including 109,423 Restricted Shares, (ii) no shares of serial preferred stock issued or outstanding, (iii) 1,005,773 shares of Home Common Stock reserved for issuance upon the exercise of outstanding Home Stock Options, and (iv) no other shares of capital stock or other securities of Home issued, reserved for issuance or outstanding. Immediately prior to the Effective Time, the outstanding shares of Home Common Stock including Restricted Shares and net of shares held in treasury shall not exceed 14,522,196 plus the number of shares that may be issued after the date hereof in connection with the exercise of Home Stock Options outstanding on the date hereof. All of the issued and outstanding shares of Home Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of Home may vote. No trust preferred or subordinated debt securities of Home or any of its Subsidiaries are issued or outstanding. Other than Home Stock Options outstanding on the date of this Agreement, there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating Home to issue, transfer, sell, purchase, redeem or otherwise acquire any shares of capital stock or other securities. To the knowledge of Home, there are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of the Home Common Stock or other equity interests of Home or
Clause type: entire
Agreement. This Agreement, together with any exhibits, attachments, appendices or schedules expressly referenced herein, sets forth the sole and complete understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements relating thereto, whether written or oral, between the parties.
Clause type: assignment
This Agreement shall be binding upon the successors and assigns of the Parties and the name of a Party appearing herein shall be deemed to include the names of its successors and assigns. Neither Party may assign its interest under this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld; provided, however, either Party may assign its interest under this Agreement, without the prior written consent of the other, (a) to an Affiliate or (b) to a successor of the business by reason of merger, sale of all or substantially all of its assets or other form of acquisition. Any permitted assignment of this Agreement by either Party will be conditioned upon that Party's permitted assignee agreeing in writing to comply with all the terms and restrictions contained in this Agreement. Any purported assignment without a required consent shall be void. No assignment shall relieve any Party of responsibility for the performance of any obligation that accrued prior to the effective date of such assignment.
Clause type: investments
 (a) made by the Company or its Restricted Subsidiaries consisting of consideration received in connection with an Asset Sale made in compliance with Section 4.17;
Clause type: taxes
 The Seller shall indemnify, defend and hold harmless the Purchaser and any of the officers, directors, employees and agents of the Purchaser from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Basic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes and costs and expenses in defending against the same.
Clause type: notices
All notices from us will be effective when we have mailed them or delivered them to the appropriate address in the Credit Union’s records. Notices from you will be effective when received by the Credit Union at the address specified in this Agreement. We reserve the right to change the terms and conditions upon which this service is offered. We will mail notice to you at least 21 days before the effective date of any change. Use of this service is subject to existing regulations governing the Credit Union account and any future changes to those regulations.
Clause type: taxes
 Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Holdings, the Borrower and each Restricted Subsidiary (a) have timely filed or caused to be filed all Tax returns and reports required to have been filed and (b) have paid or caused to be paid all Taxes required to be paid, except any Taxes that are being contested in good faith by appropriate proceedings, provided that Holdings, the Borrower or Restricted Subsidiary, as the case may be, has set aside on its books adequate reserves therefor in accordance with GAAP.
Clause type: assignment
Due to the personal nature of the services to be rendered by the Consultant, the Consultant may not assign this Agreement. The Company may assign all rights and liabilities under this Agreement to a subsidiary or an affiliate or to a successor to all or a substantial part of its business and assets without the consent of the Consultant. Subject to the foregoing, this Agreement will inure to the benefit of and be binding upon each of the heirs, assigns and successors of the respective parties.
Clause type: assignment
This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company, and the Company shall be obligated to require any successor to expressly acknowledge and assume its obligations hereunder. This Agreement shall inure to the extent provided hereunder to the benefit of and be enforceable by the Executive or the Executive’s legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. The Executive may not delegate any of the Executive’s duties, responsibilities, obligations or positions hereunder to any person and any such purported delegation shall be void and of no force and effect.
Clause type: investment-company-act
 Neither Borrower nor Grantor is (a) an "Investment company" or a company "controlled" by an "investment company," within the meaning of the Investment Company Act of 1940, as amended; (b) a "holding company" or a
Clause type: investment-company-act
 No Loan Party is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. No Loan Party is subject to regulation under any Requirement of Law (other than Regulation X of the Board) that limits its ability to incur Indebtedness.
Clause type: assignment
This Agreement is personal and non-assignable by Employee. It shall inure to the benefit of any corporation or other entity with which the Company shall merge or consolidate or to which the Company shall lease or sell all or substantially all of its assets and may be assigned by the Company to any affiliate of the Company or to any corporation or entity with which such affiliate shall merge or consolidate or which shall lease or acquire all or substantially all of the assets of such affiliate.
Clause type: headings
The various headings of each Loan Document are inserted for convenience only and shall not affect the meaning or interpretation of such Loan Document or any provisions thereof.
Clause type: payment_terms
 On or before the 10th calendar day of each month, WCES shall notify WECU, in a mutually agreeable electronic format (e.g., e-mail, fax), of the Payment Amount due for the prior month. WECU shall pay WCES such amount on or before the last day of the month of notification. Any payments not received by this date shall bear interest at an arm’s length rate of interest (as determined under US Internal Revenue Code Section 482 or Section 247 of Canada’s Income Tax Act) from the date due until the date of payment. The Payment Amount shall be in Canadian dollars and all payments shall be remitted in Canadian dollars.
Clause type: capitalization
 (a) As of the close of business on December 31, 2015 (the "Capitalization Date"), the authorized capital stock of the Company consisted of (i) 2,500,000,000 shares of Company Common Stock, of which 679,287,500 shares were issued and outstanding and no shares were held in the treasury of the Company, and (ii) 100,000,000 shares of the Company's preferred stock, par value $0.01 per share ("Company Preferred Stock"), of which no shares were issued and outstanding. There are no other classes of capital stock of the Company authorized or issued and outstanding. All issued and outstanding shares of the capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable, and no class of capital stock of the Company is entitled to preemptive rights.
Clause type: investments
 Make or hold any loans or advances to, Guarantees for the benefit of, or any other Investment in, any Person, except as provided in SECTION 5A and except for (a) extensions of trade credit made in the ordinary course of business consistent with past custom and practice, (b) Investments having a stated maturity no greater than one year in (i) readily marketable direct obligations of the United States government or any agency thereof or obligations guaranteed by the United States government, (ii) certificates of deposit of U.S. commercial banks having combined capital and surplus of at least $100,000,000 (iii) commercial paper with a rating from a nationally recognized credit rating agency in such agency's highest rating category, (iv) repurchase agreements relating to securities issued or guaranteed as to principal and interest by the United States of America or (v) other readily marketable investments in debt securities which are satisfactory to the Majority Holders, and (c) travel and other expense advances to management personnel and employees in the ordinary course of business.
Clause type: financing
 (A) This Agreement is conditional for the benefit of the Purchaser until upon the Purchaser obtaining mortgage financing on the terms reasonably acceptable to the Purchaser. In the event that the Purchaser is unable to obtain such mortgage financing and the Vendor is so advised in writing by the above-noted date, then this Agreement shall become null and void and all deposit monies will be returned forthwith to the Purchaser in full, without interest or deduction. In the event that no notice is provided to the Vendor prior to the expiry of the conditional period, this condition shall be deemed to have been waived and this Agreement shall be firm and binding. Notwithstanding the foregoing, this Agreement shall not be terminated in the event that the Vendor agrees to take back or otherwise arrange the said financing within five (5) days after the Purchaser advises the Vendor in writing that it cannot obtain mortgage financing. The Vendor has the right to request from the Purchaser a first mortgage approval (Commitment), which will include principal amount, interest, amortization and term of the firm mortgage approval by .
Clause type: payment
 All fees payable under Section 3.24.1 are due and payable to FBW, by certified check or wire transfer, at the closing of the Business Combination.
Clause type: investment-company-act
 The Company is not required to register as an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Investment Company Act”).
Clause type: insurance
The Borrower will maintain, and will cause each of its Subsidiaries to maintain (either in the name of the Borrower or in such Subsidiary's own name), with financially sound and reputable insurance companies, insurance on all its Property in at least such amounts and against at least such risks as are usually insured against in the same general area by companies of established repute engaged in the same or similar business.
Clause type: termination
This Agreement: (i) may be terminated at any time without the payment of any penalty, either by vote of the Directors of the Company or by a vote of a majority of the outstanding voting securities of the Fund, on sixty (60) days' written notice to you; (ii) shall terminate immediately in the event of its assignment; and (iii) may be terminated by you on sixty (60) days' written notice to us.
Clause type: loans
 ADVANCES, OR CREDIT. Any loan or advance or any grant of credit by the Company; or
Clause type: counterparts
This Agreement may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.
Clause type: ownership_of_shares
 The Shareholders have good and valid title to the Shares, free and clear of all liens, claims, charges, or other encumbrances, with full lawful right, power, capacity and authority to sell, assign, transfer and deliver the Shares to Buyer pursuant to this Agreement, to execute and deliver this Agreement, and to consummate the transactions contemplated hereby; and there are no agreements, arrangements, or understandings restricting or otherwise relating to the transfer or voting of the Shares. At the Closing, the Buyer will receive good and valid title to the Shares, free and clear of all liens, claims, charges or other encumbrances of any nature whatsoever.
Clause type: payment
 MERCHANT acknowledges that this Agreement provides for the provisional settlement of MERCHANT’S transactions, subject to certain terms and conditions, fees, credit transactions, contingent claims for chargebacks, adjustments and final settlement including but not limited to those enumerated herein. All payments to MERCHANT for legitimate and authorized transactions shall be made by SPS-EFT through the ACH (Automated Clearing House) Network and shall normally be electronically transmitted directly to MERCHANT’S designated account. However, SPS-EFT cannot guarantee the timeliness with which any payment may be credited by MERCHANT’S bank. MERCHANT understands that due to the nature of the ACH and the electronic networks involved and the fact that not all banks belong to an ACH, payment to MERCHANT can be delayed. In such cases, MERCHANT agrees to work with SPS-EFT to help resolve any problems in crediting MERCHANT’S designated account. In the event that a payment is rejected by MERCHANT’S bank or fails to arrive within five
Clause type: definitions
For all purposes of this Indenture and of any indenture supplemental hereto the following terms shall have the respective meanings specified in this Section 1.1 (except as otherwise expressly provided herein or in any indenture supplemental hereto or unless the context otherwise clearly requires). All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939, including terms defined therein by reference to the Securities Act of 1933, as amended (the "Securities Act"), shall have the meanings assigned to such terms in said Trust Indenture Act of 1939 and in the Securities Act as in force at the date of this Indenture (except as otherwise expressly provided herein or in any indenture supplemental hereto or unless the context otherwise clearly requires). All accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles, and the term "generally accepted accounting principles" means such accounting principles as are generally accepted on the date of this Indenture. The words "herein", "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The expressions "date of this Indenture", "date hereof", "date as of which this Indenture is dated" and "date of execution and delivery of this Indenture" and other expressions of similar import refer to the effective date of the original execution and delivery of this Indenture, viz. as of _____________________. The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular.
Clause type: severability
The parties hereto intend and believe that each provision in this Agreement comports with all applicable local, state and federal laws and judicial decisions. However, if any provision in this Agreement is found by a court of law to be in violation of any applicable local, state or federal law, statute, ordinance, administrative or judicial decision, or public policy, or if in any other respect such a court declares any such provision to be illegal, invalid, unlawful, void or unenforceable as written, then it is the intent of all parties hereto that, consistent with and with a view towards preserving the economic and legal arrangements among the parties hereto as expressed in this Agreement, such provision shall be given force and effect to the fullest possible extent, and that the remainder of this Agreement shall be construed as if such illegal, invalid, unlawful, void or unenforceable provision were not contained herein, and that the rights, obligations and interests of the parties under the remainder of this Agreement shall continue in full force and effect.
Clause type: compensation
 For the services provided by the Administrator to each Series pursuant to this Agreement, each Series will pay to the Administrator the annual fee for such Series set forth in Schedule A hereto.
Clause type: definitions
Section 2 of the Existing Repurchase Agreement is hereby amended by deleting the definition of “Termination Date” in its entirety and replacing it with the following:
Clause type: ownership_of_shares
 The capitalization of MRG is set forth on Schedule 3.1. The shareholders listed on Schedule 3.1 are the lawful owners of all issued and outstanding shares of capital stock of MRG in the denominations therein set forth. Each issued share is validly issued, fully paid, nonassessable and each outstanding share is entitled to one vote. No shares were issued in violation of pre-emptive rights. Such shares are owned free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, spouses' rights, encumbrances and claims of any kind or nature whatsoever, except as set forth on Schedule 3.1. As of the Closing Date, MRG shall not have any outstanding stock options, warrants, or other obligations to issue its capital stock, except as listed Schedule 3.1.
Clause type: notices
Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed to the other party at its address as shown below beneath its signature, or to such other address as such party may designate in writing from time to time to the other party.
Clause type: miscellaneous
(a) This Joinder may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument.
Clause type: esop
 (a) All options issued or granted under the ESOP shall be subject to a four-year vesting schedule: 25% of the options in respect of any eligible employee will vest on the first anniversary of the commencement date of such employee’s employment with a Group Company, and the remaining 75% of the options granted to such employee will vest yearly in equal installments over the next thirty-six (36) months. The exercise price thereof shall be determined by the Board (with the affirmative vote of the Series C-1 Director, the Series C Director, both Series B Directors and two Series A Directors).
Clause type: ownership_of_shares
 Seller is the owner, beneficially and of record, of the shares of Stock set forth opposite his name in Schedule 4(a)(i) hereto (the “Seller’s Shares”). Seller’s Shares are not pledged, mortgaged or otherwise encumbered in any way and there is no lien, mortgage, charge, claim, liability, security interest or encumbrance of any nature against the Seller’s Shares arising from such Seller’s actions. Except as set forth on Schedule 4(a)(i) hereto, Seller is not party to any outstanding options, warrants, rights of subscription or conversion, calls, commitments, agreements, arrangements, understandings, plans, contracts, proxies, voting trusts, voting agreements or instruments of any kind or character, oral or written, relating to the issuance, voting or sale of Seller’s Shares or of any securities representing the right to purchase or otherwise receive any such Shares. Seller is not party to any stockholders agreements, preemptive rights or other agreements, arrangements, commitments or understandings, oral or written, relating to the voting, issuance, acquisition or disposition of the Seller’s Shares or the conduct or management of the Corporation by its Board of Directors, other than as set forth on Schedule 4(a)(i) hereto. At the Closing, the Seller shall have good and marketable title to the Seller’s Shares and full right to transfer title to such Shares, subject to any restrictions imposed by state or federal securities laws, free and clear of all liens, mortgages, charges, liabilities, claims, security interests or encumbrances of every type whatsoever. The sale, conveyance, transfer and delivery of the Seller’s Shares by the Seller to the Buyer pursuant to this Agreement, against payment therefor in accordance with the terms hereof, will transfer full legal and equitable right, title and interest in the Seller’s Shares to the Buyer, free and clear of all liens, mortgages, charges, claims, liabilities, security interests and encumbrances of any nature whatsoever other than as contemplated by this Agreement and the other agreements and instruments to be entered into in connection with the transactions contemplated hereby (the “Other Agreements”).
Clause type: base-salary
 During the “Term” (as defined in Section 3 below), the Company will pay to Executive a base salary at a rate of $395,000 per annum, which may be reviewed and increased (but not decreased) from time to time in the normal course of business (such annual salary, as in effect from time to time, to be referred to herein as “Base Salary”). Executive’s Base Salary will be payable in accordance with the Company’s normal payroll practices.