bhaskrr/legal-clauses huggingface dataset:
Clause type: severability
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Clause type: capitalization
 MBPI has authorized (i) 20,000,000 shares of common stock, par value $0.0001 per share, and (ii) 1,000,000 shares of preferred stock, par value $0.0001 per share of which as of the date hereof 1,046,500 shares of MBPI Common Stock are issued and outstanding and owned by the shareholders of record set forth in Schedule 4.3 (which list will be updated as of the Closing Date by a faxed certified shareholder list from MBPI’s transfer agent) (“MBPI Shareholders List”). Upon the Closing, MBPI shall have 1,715,500 shares of Common Stock issued and outstanding. No shares of preferred stock have been designated or are issued or outstanding. MBPI has no outstanding options, warrants, rights, calls, Purchase Rights and/or other direct and/or indirect commitments or agreement to issue any other securities of MBPI. All of the issued and outstanding shares of MBPI Common Stock are duly authorized and validly issued and outstanding, fully paid and non assessable. All of the issued and outstanding MBPI Common Stock has been issued in compliance with all applicable Law. Except for the MBPI Shares to be issued to CAOPU at the Closing pursuant to the terms of this Agreement, there are no subscriptions, options, warrants, rights or calls, Purchase Rights or other commitments or agreements to which MBPI is a party or by which any of its officers, controlling shareholders and/or directors, or to MBPI’s best knowledge any of its affiliates is bound regarding the issuance, transfer, or sale or other disposition of any class of securities of MBPI, nor are there any preemptive rights or agreements, arrangements or understandings to issue preemptive rights with respect to the issuance or sale of MBPI Common Stock.
Clause type: loans
 Except as set forth on Exhibit K-1, make any Loans or other advances of money in the aggregate in excess of the Permitted Loan and Guarantee Amount (other than for salary, travel advances, advances against commissions and other similar advances in the ordinary course of business and Loans to officers to exercise stock options) to any Person, including, without limitation, any of Borrower's Affiliates, officers or employees.
Clause type: severability
The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.
Clause type: notices
All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party at the address shown above, or at such other address or addresses as either party shall designate to the other in accordance with this Section 13.
Clause type: compensation
 If the compensation paid to the Environmental Consultant is derived from Federal government or Commonwealth of Pennsylvania grant funds, the Environmental Consultant must bill the School District for any outstanding compensation owed to the Environmental Consultant within thirty (30) days after the ending date of this Contract, as set forth in Section 2 (Term of Contract). In the event the Environmental Consultant does not bill the School District for the balance of any compensation within said 30-day time period, the School District, in its sole discretion, reserves the right to withhold payment of the balance of the compensation to the Environmental Consultant because of the unavailability of federal government or Commonwealth of Pennsylvania funds, in which event the School District shall not be liable to the Environmental Consultant for the balance of the compensation.
Clause type: capitalization
 The initial capitalization of the Partnership shall be ______________ dollars ($_____________), made up of the initial cash amounts contributed by each partner such amounts and percentages set forth next to each Partner’s name on Schedule A. The capital of the Partnership shall be the aggregate amount of capital contributions made to it by the Partners. Contributions to the capital of the Partnership shall not bear interest. In the event that a Partner advances money to the Partnership in excess of the amounts provided for herein, such advancement shall be considered a loan to the Partnership and shall have payment terms agreed upon by the Partnership. No partner shall be obligated to make any additional capital contributions except as otherwise set forth herein. Capitalization Call: (Check One) ☐ - Partnership: If _____% of the Partners vote that additional capitalization is required, the Partners shall send out a notice (“Call Notice”) to each partner specifying the proportional amount required. The proportional share is determined by multiplying the total amount required for the additional capitalization by the percentage interest set forth next to each Partner’s name on Schedule A. The Partners vote as to additional capital shall be binding on each Partner. ☐ - Limited Partnership: The General Partner may from time to time determine that additional capitalization is required and send out a notice (“Call Notice”) to each Partner, setting forth the proportional amount each Partner is required to contribute. The proportional share is determined by multiplying the total amount required for the additional capitalization by the percentage interest set forth next to each Partner’s name on Schedule A. The General Partner’s determination as to additional capital shall be binding on each Partner unless at least ____% of the Partners vote otherwise. ☐ - Limited Liability Partnership: The Managing Partner may from time to time determine that additional capitalization is required and send out a notice (“Call Notice”) to each Partner, setting forth the proportional amount each Partner is required to contribute. The proportional share is determined by multiplying the total amount required for the additional capitalization by the percentage interest set forth next to each Partner’s name on Schedule A. The General Partner’s determination as to additional capital shall be binding on each Partner unless at least ____% of the Partners vote otherwise. In the event that a P...
Clause type: compensation
 (i) Each Notice of Continuation and Notice of Conversion shall be irrevocable by and binding on the Borrowers. In the case of any Borrowing, continuation or conversion that the related Notice of Borrowing, Notice of Continuation or Notice of Conversion specifies is to be comprised of LIBOR Rate Loans, the Borrowers shall indemnify each Lender against any loss, cost or expense incurred by such Person as a result of any failure to fulfill, on or before the date for such Borrowing, continuation or conversion specified in such Notice of Borrowing, Notice of Continuation or Notice of Conversion, the applicable conditions set forth in ARTICLE 5, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund the Revolving Loan to be made by such Lender as part of such Borrowing, continuation or conversion.
Clause type: payment
 Processing Fees and other service charges owed by Merchant to Bank may be deducted by Merchant Bank from amounts due Merchant, or from the Settlement Account or from the Reserve Account. Merchant will pay the amounts due by the next Business Day if sufficient funds are not available in the Settlement Account.
Clause type: compensation
 Payment for completed services delivered and accepted by the State shall be at the contract price. The State may withhold from amounts due Contractor such sums as the Commission or designee deems to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders and to reimburse the State for the excess costs incurred in procuring similar goods and services.
Clause type: taxes
 The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.
Clause type: base-salary
 During the Term, the Company shall pay to Employee a base per fiscal year equal to Employee's current base salary (the "Base Salary"), with payments to be made in accordance with the Company's standard payment policy and subject to such withholding as may be required by law. Employee's Base Salary shall be increased to include any increases in Employee's base salary as approved by the Board.
Clause type: severability
Whenever possible, each provision or portion of any provision of this Employment Agreement, including those contained in Section 4 hereof, will be interpreted in such manner as to be effective and valid under applicable law but the invalidity or unenforceability of any provision or portion of any provision of this Employment Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Employment Agreement in that jurisdiction or the validity or enforceability of this Employment Agreement, including that provision or portion of any provision, in any other jurisdiction. In addition, should a court or arbitrator determine that any provision or portion of any provision of this Employment Agreement, including those contained in Section 4 hereof, is not reasonable or valid, either in period of time, geographical area, or otherwise, the parties hereto agree that such provision should be interpreted and enforced to the maximum extent which such court or arbitrator deems reasonable or valid.
Clause type: notices
All demands, notices and direction hereunder shall be in writing or by telecopy and shall be deemed effective upon receipt to:
Clause type: assignment
Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void, except that the Parent and/or the Merger Sub may assign this Agreement to any direct or indirect wholly owned Subsidiary of the Parent without the consent of the Company, provided that the Parent and/or the Merger Sub, as the case may be, shall remain liable for all of its obligations under this Agreement. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement. There are no warranties, conditions, or representations (including any that may be implied by statute) and there are no agreements in connection with such subject matter except as specifically set forth or referred to in this Agreement. No reliance is placed on any warranty, representation, opinion, advice or assertion of fact made either prior to, contemporaneous with, or after entering into this Agreement, or any amendment or supplement hereto, by any party to this Agreement or its directors, officers, employees or agents, to any other party to this Agreement or its directors, officers, employees or agents, except to the extent that the same has been reduced to writing and included as a term of this Agreement, and none of the parties to this Agreement has been induced to enter into this Agreement or any amendment or supplement by reason of any such warranty, representation, opinion, advice or assertion of fact. Accordingly, there will be no liability, either in tort or in contract, assessed in relation to any such warranty, representation, opinion, advice or assertion of fact, except to the extent contemplated above.
Clause type: insurance
Net premiums paid for insurance required to be carried for the Joint Operations for the protection of the Parties. In the event Joint Operations are conducted in a state in which Operator may act as self-insurer for Worker's Compensation and/or Employers Liability under the respective state's laws, Operator may, at its election, include the risk under its self-insurance program and in that event, Operator shall include a charge at Operator's cost not to exceed manual rates.
Clause type: interest
 Each Domestic Swingline Loan shall be an ABR Loan and, subject to the provisions of Section 2.07, shall bear interest as provided in Section 2.06(a) as if it were an ABR Revolving Loan. Each N.Z. Swingline Loan shall be a Bank Bill Rate Loan (except to the extent required to be a Foreign Base Rate Loan as provided for herein) and, subject to the provisions of Section 2.07, shall bear interest as provided in Section 2.06(e).
Clause type: payment
 Any references to prepayment are deleted. Payment will be in arrears.
Clause type: ownership_of_shares
 Other than as a result of this Agreement, none of Parent, Merger Sub or any of their Affiliates is, or at any time during the last three (3) years has been, an “interested stockholder” (as defined in Section 203 of the DGCL) of the Company. None of Parent, Merger Sub or any of their Affiliates owns, or has at any time during the last three (3) years owned, any Shares, other than Shares that represent, in the aggregate, no more than one percent (1%) of the outstanding Shares.
Clause type: confidentiality
Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, “Information” means all information received from any Credit Party relating to the Credit Party or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by any Credit Party; provided that, in the case of information received from any Credit Party after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
Clause type: board
 The Company is managed and represented and bound before third persons by the Board of Directors. The Board of Directors is authorised to carry out the affairs of the Company and for the management of Company assets and any and all activities relating to the Company’s scope of business, other than those falling within the authority of the General Assembly. Subject to the following paragraph, the Board of Directors shall comprise 9 (nine) members to be appointed by the General Assembly. The number and qualifications of the independent members to serve on the Board of Directors shall be determined according to the Corporate Governance Principles of the Capital Markets Board and the Nomination Committee Operations Principles to be adopted by the Board of Directors in accordance therewith. In the event that a membership of Board of Directors becomes vacant for any reason or an independent member of Board of Directors ceases to be independent, appointment may be made in accordance with Article 363 and other provisions of Turkish Commercial Code and the capital markets legislation, and the so appointed board member shall be submitted to the approval of shareholders in the following General Assembly meeting. So long as the privileges envisaged as per Article 7 of this Articles of Association are in effect, in the event that any Board of Directors membership elected through the exercise of the privileges granted to Group A Shares becomes vacant, the appointment by the Board of Directors to be made for this vacancy pursuant to Article 363 of Turkish Commercial Code shall be made from amongst the candidates proposed by all of the members of Board of Directors which are elected by the general assembly through the exercise of privileges of the Group A Shares and continue holding their posts unanimously, or if unanimous decision may not be provided, proposed by the majority of the said Board of Directors members.
Clause type: headings
The division of this Agreement into articles, sections, subsections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
Clause type: conversion_of_shares
 At the Effective Time, by virtue of the Merger and without any action on the part of Parent, HoldCo, Merger Sub, the Company or the holders of any Company Common Shares or any shares of Parent, HoldCo or Merger Sub:
Clause type: notices
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives c/o J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: (212) 622-8358); Attention: Equity Syndicate Desk; Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005 (fax: (212) 797-9344); Attention: ECM Syndicate Desk, with a copy to General Counsel (fax: (212) 797-4564); and Merrill Lynch, Pierce, Fenner & Smith Incorporated, One Bryant Park, New York, New York 10036 (fax: (646) 855-3073); Attention: Syndicate Department with a copy to ECM Legal (fax: (212) 230-8730). Notices to the Company shall be given to it at CommScope Holding Company, Inc., 1100 Commscope Place, S.E., Hickory, North Carolina 28602 (fax: (828) 324-2520); Attention: General Counsel. Notices to Carlyle-CommScope Holdings, L.P. (“Carlyle”), as the Selling Stockholder, shall be given to it at The Carlyle Group, 1001 Pennsylvania Avenue, NW, Suite 220 South, Washington, District of Columbia 20004-2505, (fax: (202) 729-5266; Attention: R. Rainey Hoffman. Copies of any notice given to the Company or the Selling Stockholder shall be given to Latham & Watkins LLP at 555 Eleventh Street, NW, Suite 1000, Washington, District of Columbia, (fax: (202) 637-2201); Attention: Patrick H. Shannon.
Clause type: base-salary
 For all services to be rendered by Executive pursuant to this Agreement, the Company agrees to pay Executive during the Employment Period an initial base salary (the "Base Salary") of $250,000.00 per annum. The Base Salary shall be paid in periodic installments in accordance with the Company's regular payroll practices.
Clause type: notices
All notices and all other communications provided for in the Agreement shall be in writing and addressed (i) if to the Company, at its principal office address or such other address as it may have designated by written notice to the Executive for purposes hereof, directed to the attention of the CEO with a copy to the Secretary of the Company and (ii) if to the Executive, at the Executive’s residence address on the records of the Company or to such other address as the Executive may have designated to the Company in writing for purposes hereof. Each such notice or other communication shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, except that any notice of change of address shall be effective only upon receipt.