bhaskrr/legal-clauses huggingface dataset:
Clause type: grant
 Subject to the terms and conditions of this Agreement, MFB hereby grants to Nonni's, and Nonni's hereby accepts the grant by MFB of, the exclusive right and license to use the Licensed Names and Marks to market Royalty Bearing Products through Designated Distribution Channels throughout the Territory. Subject to the terms and conditions of this Agreement, MFB further grants to Nonni's a NON-EXCLUSIVE right to sell Royalty Bearing Products outside the Territory, but only to a United States based company, or its direct subsidiary, with which Nonni's is then doing business in the United States. Provided, however, that if MFB grants a food service license to a third party applicable to an area outside the Territory, any sales activities by Nonni's under this Agreement, within the area covered by such third-party license, shall cease within 30 days of notice to Nonni's by MFB. Except as stated in Section 3, MFB shall not compete with Nonni's in the (i) use of any trademark, service mark or tradename in marketing Royalty Bearing Products in Designated Distribution Channels in the Territory or (ii) license any third party to use the same in marketing any Royalty Bearing Products in Designated Distribution Channels in the Territory.
Clause type: base-salary
 As long as Employee remains an employee of Company, Employee will be paid a base salary, less applicable withholding, which shall continue at the rate currently in effect, until adjusted by the Company. Any adjustment shall not reduce or limit any other obligation of the Company hereunder. Employee’s annual base salary payable hereunder, as it may be adjusted from time to time and without reduction for any amounts deferred as described below, is referred to herein as “Base Salary”. Payment of Employee’s Base Salary, as in effect from time to time, may be deferred to the extent Employee elects to defer such salary under the terms of any deferred compensation plan or other employee benefit arrangement maintained or established by the Company. The Company shall pay Employee the portion of his/her Base Salary not deferred in accordance with its customary periodic payroll practices.
Clause type: investments
 Make an Investment in or to any Person; provided, Borrower may make Investments in the existing Subsidiaries of Borrower identified on Schedule 1 if the aggregate of all Investments in such Subsidiaries does not exceed at any time $2,500,000.
Clause type: compensation
 For all services rendered by Employee, the Company shall compensate Employee as follows:
Clause type: miscellaneous
This Agreement supersedes all prior agreements and understandings relating to the subject matter hereof.
Clause type: severability
If any of the covenants, agreements or terms of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining covenants, agreements or terms of this Agreement and will in no way affect the validity, legality or enforceability of the remaining Agreement.
Clause type: capitalization
 As of the Closing Date, SKYC’s authorized capitalization consists of (a) 750,000,000 shares of common stock, par value $0.001 per share, of which 578,031 shares are issued and outstanding, and (b) 25,000,000 shares of preferred stock, par value $0.001 per share, of which no preferred shares are issued. All issued and outstanding shares are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person. As of the Closing Date, no shares of SKYC’s common stock were reserved for issuance upon the exercise of outstanding options to purchase the common shares; (iv) no common shares were reserved for issuance upon the exercise of outstanding warrants to purchase SKYC common shares; (v) no shares of preferred stock were reserved for issuance to any party; and (vi) no common shares were reserved for issuance upon the conversion of SKYC preferred stock or any outstanding convertible notes, debentures or securities. All outstanding SKYC common shares have been issued and granted in compliance with (i) all applicable securities laws and (in all material respects) other applicable laws and regulations, and (ii) all requirements set forth in any applicable contracts.
Clause type: taxes
 36.1 Except as otherwise provided in this Section 36.0, with respect to any purchase of products or services under this Agreement, if any Tax is required or permitted by Applicable Law to be billed to and/or collected from the purchasing Party by the providing Party, then: (i) the providing Party shall have the right to bill the purchasing Party for such Tax; (ii) the purchasing Party shall pay such Tax to the providing Party; and (iii) the providing Party shall pay or remit such Tax to the respective Governmental Authority. Whenever possible, Taxes shall be billed as a separate item on the invoice; provided, however, that failure to include Taxes on an invoice or to state a Tax separately shall not impair the obligation of the purchasing Party to pay any Tax. Nothing shall prevent the providing Party from paying any Tax to the appropriate Governmental Authority prior to the time: (i) it bills the purchasing Party for such Tax, or (ii) it collects the Tax from the purchasing Party. If the providing Party fails to bill the purchasing Party for a Tax at the time of billing the products or services to which the Tax relates, then, as between the providing Party and the purchasing Party, the providing Party shall be liable for any penalties or interest thereon. However, if the purchasing Party fails to pay any Tax properly billed by the providing Party, then, as between the providing Party and the purchasing Party, the purchasing Party shall be solely responsible for payment of the Tax and any penalties or interest thereon. Subject to the provisions of this Section 36.0 governing contests of disputed Taxes, the purchasing Party shall be liable for and the providing Party may collect from the purchasing Party any Tax, including any interest or penalties for which the purchasing Party would be liable under this subsection, which is paid by Providing Party to the respective Governmental Authority within the applicable statue of limitations periods for assessment or collection of such Tax, including extensions; provided, however, that the providing Party notifies the purchasing Party within the earlier of (i) sixty (60) days following the running of such limitations period for including extensions, or (ii) six (6) years following the purchasing Party’s payment for the products or services to which such Tax relates.
Clause type: taxes
 Each of the Company and its subsidiaries have paid all Mexican, U.S. and other taxes and filed all tax returns required to be paid or filed through the date of the Pricing Agreement and all assessments received by them to the extent such taxes have become due and are not being contested in good faith; and except as disclosed in the Time of Sale Disclosure Package and the Prospectus, there is no material tax deficiency that has been, or could reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of their respective properties or assets except for taxes that are being contested in good faith and as to which appropriate reserves have been established by the Company.
Clause type: representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct in all respects as of the Closing.
Clause type: compensation
 It is understood and agreed that The Nottingham Company shall be responsible for paying to the Custodian such compensation as is agreed to in writing by the Custodian and the Fund from time to time out of compensation received by The Nottingham Company under the Fund Accounting and Administration Agreement between The Nottingham Company and the Fund. In addition, each Fund shall reimburse the Custodian for actual out-of-pocket expenses incurred by the Custodian in connection with this Agreement, but excluding salaries and usual overhead expenses. Such compensation and expenses shall be billed to each such Fund and paid in cash to the Custodian. Notwithstanding anything to the contrary, amounts owed by a Fund to the Custodian shall only be paid out of the assets and property of the particular Fund involved.
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of 55,000,000 shares of Common Stock, of which the Shares constitute the only issued and outstanding shares and the Company does not hold any shares of its capital stock in its treasury. The Shares are owned, of record and beneficially, by the Sellers in the amounts set forth on the Disclosure Schedule, free and clear of all liens, charges, encumbrances, claims, rights of others, mortgages, pledges or security interests and are not subject to any agreements or understandings among any Persons with respect to the voting or transfer thereof. The Shares have been duly authorized and validly issued and are fully paid and non-assessable. The Shares were issued in compliance with all applicable federal and state securities laws. The Shares were not issued in violation of any pre-emptive rights, rights of first refusal or similar rights. There are no outstanding options, warrants, convertible securities, calls, rights, commitments, preemptive rights, agreements, instruments or understandings of any character to which the Company is a party or by which the Company is bound, obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, contingently or otherwise, additional shares of the Company's capital stock or any securities or obligations convertible into or exchangeable for such shares or to grant, extend or enter into any such option, warrant, convertible security, call, right, commitment, preemptive right or agreement. There are no outstanding obligations, contingent or otherwise, to which the Company is a party or by which the Company is bound, obligating the Company to purchase, redeem or otherwise acquire any of its capital stock. The Company is not a party to any voting trust agreement or other contract, agreement, arrangement, commitment, plan or understanding restricting transfer or otherwise relating to voting, dividend or other rights with respect to the capital stock of the Company.
Clause type: indemnification
The Company agrees to indemnify the Depositary, its directors, officers, employees, agents and affiliates and any Custodian against, and hold each of them harmless from, any liability or expense (including, but not limited to any fees and expenses incurred in seeking, enforcing or collecting such indemnity and the reasonable fees and expenses of counsel) which may arise out of or in connection with (a) any registration with the Commission of American Depositary Shares or Deposited Securities or the offer or sale thereof in the United States or (b) acts performed or omitted, pursuant to the provisions of or in connection with this Deposit Agreement and of the Receipts, as the same may be amended, modified or supplemented from time to time, (i) by either the Depositary or a Custodian or their respective directors, officers, employees, agents and affiliates, except for any liability or expense arising out of the negligence or bad faith of any of them, or (ii) by the Company or any of its directors, officers, employees, agents and affiliates. The Depositary agrees to indemnify the Company, its directors, officers, employees, agents and affiliates and hold them harmless from any liability or expense (including, but not limited to the fees and expenses of counsel) which may arise out of acts performed or omitted by the Depositary or its Custodian or their respective directors, officers, employees, agents and affiliates due to their negligence or bad faith. If an action or proceeding (including, but not limited to, any governmental investigation, claim or dispute) in respect of which indemnity may be sought by either party is brought or asserted against the other party, the party seeking indemnification (the "Indemnitee") shall promptly notify the other party (the "Indemnitor") in writing of such proceeding giving reasonable details thereof. The Indemnitor shall be entitled to participate in such proceeding and, to the extent no conflict of interest exists in the conduct of the defense, to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee. After notice from the Indemnitor to the Indemnitee of its election to assume the defense, and provided no conflict of interest exists, the Indemnitor shall not be liable to the Indemnitee for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the Indemnitee, in connection with the defense other than reasonable costs of investigation. No compromise or ...
Clause type: whereas
the Servicer and Lehman Brothers Bank, FSB (the “Bank”) are parties to a Flow Servicing Agreement dated as of August 31, 1999, pursuant to which the Servicer services certain of the residential, fixed and adjustable rate mortgage loans identified on Exhibit A hereto (the “Bank Mortgage Loans”).
Clause type: conversion_of_shares
 (a) At the Effective Time, except as otherwise provided herein and subject to Section 2.06(b), each share of Company Common Stock, issued and outstanding immediately prior to the Effective Time (other than the shares of Company Common Stock owned by IHK, Merger Sub or any of their Subsidiaries or held in the treasury of the Company, all of which shall be canceled and cease to exist, without consideration being payable therefore (the "Excluded Shares"), shall, by virtue of the Merger and, except as provided in Section 2.11, without any action on the part of the holder thereof, be converted into, exchanged for and represent the right to receive (without interest), subject to the proration procedures described below, either (i) the Stock Consideration (as defined below) or (ii) cash in an amount equal to the Offer Price ("Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration")); provided, however, that, in any event, if between the date of this Agreement and the Effective Time the outstanding shares of IHK Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such sha...
Clause type: loans
 Collectively, the Syndicated Loans, the Swing Line Loans and the Competitive Bid Loans.
Clause type: payment
 Payments of selling commissions will be made by the Dealer Manager (or by the Company as the agent of the Dealer Manager, as provided in the Dealer Manager Agreement) to Participating Dealer within 30 days of the receipt by the Dealer Manager of the gross commission payments from the Company. Participating Dealer, in its sole discretion, may authorize Dealer Manager (or the Company as the agent of the Dealer Manager, as provided in the Dealer Manager Agreement) to deposit selling commissions, Dealer Manager Fees and other payments due to it pursuant to this Agreement directly to its bank account. If Participating Dealer so elects, Participating Dealer shall provide such deposit authorization and instructions in Schedule 2 to this Agreement.
Clause type: now
THEREFORE in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree as follows:
Clause type: entire
Agreement. This Agreement and the documents expressly referred to herein constitute the entire agreement between the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby are expressly superseded by this Agreement.
Clause type: interest
 Royalties or any other payments due to Disney hereunder which are received after the due date shall bear interest at the rate of 18% per annum from the due date (or the maximum permissible by law if less than 18%).
Clause type: employee_benefits
 (iii) The Operator shall make an adjustment in respect of the Office Maintenance cost forthwith after the end of each Operating Year upon having determined the actual operating expenses and actual total staff man days referred to in clause 3.01(c)(i)(B) of this Appendix I.
Clause type: now
THEREFORE for and in consideration of the foregoing and the mutual covenants hereinafter set forth, it is hereby agreed as follows:
Clause type: taxes
 (a) Each of EQR and the EQR Subsidiaries has filed all tax returns and reports required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so) and has paid (or EQR has paid on its behalf) all Taxes shown on such returns and reports as required to be paid by it except where the failure to file such tax returns or reports and failure to pay such Taxes would not have an EQR Material Adverse Effect. The most recent audited financial statements contained in the EQR SEC Documents reflect an adequate reserve for all material Taxes payable by EQR and the EQR Subsidiaries for all taxable periods and portions thereof through the date of such financial statements. Since the EQR Financial Statement Date, EQR has incurred no liability for taxes under Sections 857(b), 860(c) or 4981 of the Code, including without limitation any tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither EQR nor any EQR Subsidiary has incurred any liability for taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material Tax described in the preceding sentence will be imposed upon EQR. To the Knowledge of EQR, no deficiencies for any Taxes have been proposed, asserted or assessed against EQR or any of the EQR Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pending.
Clause type: taxes
 The Debtor agrees to pay, when due, all taxes lawfully levied or assessed against the Debtor or any of the Collateral before any penalty or interest accrues thereon; provided, however, that, unless such taxes have become a federal tax or ERISA lien on any of the assets of the Debtor, no such tax need be paid if the same is being contested, in good faith, by appropriate proceedings promptly instituted and diligently conducted and if an adequate reserve or other appropriate provision shall have been made therefor as required in order to be in conformity with GAAP.
Clause type: termination
1. Florida Housing may terminate the Agreement, without cause, at any time upon 24-hour written notice delivered by courier service or electronic mail to the Grantee, from the date sent from Florida Housing.
Clause type: interest
 Each Note shall bear interest, prior to the occurrence of an Event of Default (as defined in Article IV), at a rate per annum equal to the London InterBank Offered Rate (“LIBOR”) for one-year loans as published in the Wall Street Journal on the date of each Note, plus four and one-half percent (4.5%). From and after the occurrence of an Event of Default, the unpaid Aggregate Principal Amount and, to the extent permitted by law, overdue interest, shall bear interest at the stated rate of interest plus an additional two percent (2%) per annum. Interest shall be calculated on the basis of actual days elapsed and on a 360 day year and shall be due and payable on the last business day of each calendar quarter. All unpaid accrued interest on the Notes shall be due and payable on the Maturity Date.
Clause type: headings
Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements, if any, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof.
Clause type: investments
 Except for Investments permitted by Section 7.4 of this Agreement, the Borrower has no other Investments.
Clause type: entire
Agreement. This Agreement sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the Parties with respect to the transactions contemplated hereby and thereby, and supersedes all prior agreements, arrangements and understandings between the Parties, whether written, oral or otherwise.
Clause type: insurance
The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.
Clause type: whereas
the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No. 333-254078 (the “Registration Statement”) and prospectus (the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, and the Public Warrants and the Common Stock included in the Units; and