bhaskrr/legal-clauses huggingface dataset:
Clause type: payment
 7.1 FS may invoice Buyer for each Shipment at any time on or after Delivery for Carriage. Buyer shall pay the total purchase price for each Shipment within ten (10) days after the date of the invoice issued by FS as demonstrated by fax or email confirmation on request (other than for the year 2006 which shall be within forty five (45) days after the date of the invoice issued by FS). Buyer shall pay for the goods by way of wire transfer free of expenses into the bank account specified on the invoice. The purchase price shall be payable net cash in one sum and free of any deduction unless other payment terms were mutually agreed on in writing.
Clause type: representations
and Warranties. Each Guarantor hereby represents and warrants as follows: (a)Such Guarantor (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed except where the failure to so qualify or be licensed would not have a Material Adverse Effect and (iii) has all requisite corporate power and authority (including, without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding capital stock of such Guarantor has been validly issued and is fully paid and non-assessable. (b)The execution, delivery and performance by such Guarantor of this Guaranty and each other Loan Document and each Related Document to which it is or is to be a party, and the consummation of the Merger and the other transactions contemplated hereby, are within such Guarantor's corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene such Guarantor's charter or bylaws, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default under, any loan agreement, indenture, mortgage, deed of trust or other instrument or material contract or material lease binding on or affecting such Guarantor, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of such Guarantor or any of its Subsidiaries. Neither such Guarantor nor any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which would have a Material Adverse Effect. (c)No authorization or approval or other action by, and no notice to or filing with, any governmental authority or re...
Clause type: payment_terms
 IntelliFlash will invoice Customer no more often than on a monthly basis for all applicable Fees and Expenses as set forth in the applicable Attachment or, if a specific schedule is not included in such Attachment, based on the portion of the Professional Services set forth in the applicable Attachments performed by IntelliFlash during the preceding period. Customer will pay each such invoice no later than thirty (30) days after date of invoice. IntelliFlash will have the right, among other remedies, to suspend further performance under this and/or other agreements with Customer in the event Customer fails to make any payment when due. Customer shall be liable for all expenses, including attorneys’ fees, relating to the collection of past due amounts and/or IntelliFlash’s enforcement of this Agreement. Any invoice not paid within such thirty (30) day period will accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum amount permitted by law, whichever is lower. Should Customer’s financial position become unsatisfactory to IntelliFlash, immediate cash payments or security satisfactory to IntelliFlash may be required by IntelliFlash.
Clause type: definitions
Unless specifically set forth to the contrary herein, the following terms, whether used in the singular or plural, shall have the respective meanings set forth below:
Clause type: investment-company-act
 The Collateral Manager is registered as an “investment company” under the Investment Company Act.
Clause type: definitions
For the purposes of this Section 4, the following definitions shall apply:
Clause type: investments
 WIL-Ireland shall not, and shall not permit any Restricted Subsidiary to, make any Investments in any Person, except:
Clause type: confidentiality
Any Confidential Information will not without prior written consent of the owning Party or as otherwise provided under this Agreement be used, published or disclosed. The foregoing obligations shall not apply, or shall cease to apply, to such Confidential Information as the receiving Party can show to the reasonable satisfaction of the disclosing Party: has become public knowledge other than through any fault of the receiving Party; was already known to the receiving Party prior to disclosure by the disclosing Party; was independently developed by the receiving Party without recourse to or use of any Confidential Information; has been received by the receiving Party from a third party who did not acquire it in confidence from the disclosing Party, or someone owing a duty of confidence to the disclosing Party; or the receiving Party is required to disclose by law or by a requirement of a regulatory body. Where either Party is in receipt of an information request pursuant to the Freedom of Information (Scotland) Act 2002 or any analogous regulations in respect of Confidential Information (or any other information) relating to this Agreement or to the Project (the “Request”) it shall make an analysis as to whether the Confidential Information or other information requested is capable of benefiting from an exemption from disclosure. In the event that the Party in receipt of the Request considers that disclosure is legally required and makes the requested disclosure, no liability shall attach thereto.
Clause type: compensation
 The Executive will receive the following compensation for his services under this Agreement.
Clause type: capitalization
 As of the date of this Agreement, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which 16,283,120 shares are issued and outstanding; and (ii) 5,000,000 shares of preferred stock of which 2,000,000 shares are designated as 8.5% Convertible Pay-in-Kind Preferred Stock (the "Convertible Preferred Stock"), of which 1,818,511 shares are issued and outstanding. The Convertible Preferred Stock is convertible at the option of the holder thereof into 4,785,594 shares of Common Stock. All of the presently outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable. The relative rights, preferences and restrictions relating to the Common Stock and the Convertible Preferred Stock are set forth in the Company's Certificate of Incorporation, as amended, and the Certificate of Designation for the Convertible Preferred Stock, as amended and corrected. In addition, the Company has outstanding 2,919,451 of its $12.50 Warrants exercisable for the purchase of 2,919,451 shares of the Common Stock, such shares of Common Stock being reserved by the Company for exercise of the $12.50 Warrants.
Clause type: investment-company-act
 Neither the Company nor any of its subsidiaries is, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Offering Memorandum none of them will be, 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, "Investment Company Act").
Clause type: interest
 The Company shall be authorized to issue a single class of Limited Liability Company Interest (as defined in the Act, the “Interest”) that shall not be certificated, and shall include any and all benefits to which the holder of such Interest may be entitled in this Agreement, together with all obligations of such person to comply with the terms and provisions of this Agreement.
Clause type: interest
 Subject to the provisions of Sections 2.9 and 2.14, U.S. Revolving Loans shall bear interest as follows:
Clause type: whereas
the Company has 5,750,000 shares of Class B common stock, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 750,000 of which will be forfeited to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;
Clause type: payment
 CUSTOMER acknowledges that this Agreement provides for the provisional settlement of CUSTOMER’s transactions, subject to certain terms and conditions, credit transactions, contingent claims for Chargebacks, adjustments, final settlement, and post‐settlement returns including but not limited to those enumerated herein. All payments to CUSTOMER for legitimate and authorized transactions shall be made to PROCESSOR as prescribed. However, PROCESSOR cannot guarantee the timeliness with which any transaction may be credited by CUSTOMER’s banking institution. Payments to CUSTOMER from PROCESSOR will be made on the 1st and 16th of each month. It is understood that payments from Check Writers received by PROCESSOR between the 1st and the 15th of the month will be paid the 1st of the following month. Payments from Check Writers received by PROCESSOR, between the 16th and the end of the month will be paid to CUSTOMER on the 16th of the following month. All ACH‐Collected items fully funded by the 15th of the month will be paid on the 16th of the same month. All ACH‐Collected items fully funded by the end of the month will be paid on the 1st of the following month.
Clause type: investment-company-act
 None of the Borrowers or any of their Restricted Subsidiaries is, or is required to be registered as, an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended.
Clause type: headings
The headings used in this Agreement are for convenience only, do not constitute a part of the Agreement, and will not be deemed to limit, characterize, or affect in any way the provisions of the Agreement, and all provisions of the Agreement will be construed as if no headings had been used in the Agreement.
Clause type: entire
Agreement. This Agreement, the documents to be ----------------- executed hereunder and the exhibits and schedules attached hereto constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties pertaining to the subject matter hereof, and there are no warranties, representations or other agreements among the parties in connection with the subject matter hereof except as specifically set forth herein or in documents delivered pursuant hereto. No supplement, amendment, alteration, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the parties hereto. All of the exhibits and schedules referred to in this Agreement are hereby incorporated into this Agreement by reference and constitute a part of this Agreement.
Clause type: board
 Prior to the Effective Time, Parent shall use all reasonable efforts to cause the Board of Directors of Parent to consist, as of the Effective Time, of eleven directors, (a) ten of whom shall be persons designated by Parent, and (b) one of whom shall a person designated by the Company. If any such persons are not able to serve as directors of Parent as of the Effective Time, the party on whose board such person presently sits shall select a replacement.
Clause type: loans
 No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.
Clause type: investments
 The Borrower will not, nor will the Borrower permit any other Loan Party to, directly or indirectly, make or have outstanding any Investment, other than Permitted Investments.
Clause type: whereas
the Trustees have agreed to manage all property coming into their hands as trustees of a Massachusetts business trust in accordance with the provisions hereinafter set forth.
Clause type: investment-company-act
 None of the Debtors is an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC thereunder.
Clause type: headings
The headings or titles of sections, subsections and paragraphs in this Contract are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of the provisions of this Contract.
Clause type: payment
 In the event that this Agreement is terminated by Parent or the Company, as applicable, pursuant to Sections 8.1(b), (d), (e), (g) or (h), the Company shall promptly, but in no event later than two (2) Business Days after the date of such termination, pay Parent the Termination Fee by wire transfer to an account designated by Parent in immediately available funds; provided, that in the case of termination under Sections 8.1(b), 8.1(d) or 8.1(g): (x) such payment shall be made only if following the date hereof and prior to the termination of this Agreement, there has been disclosure publicly or to any member of the Board of Directors or any officer of the Company of an Alternative Transaction Proposal with respect to the Company and within twelve (12) months following the termination of this Agreement an Acquisition of the Company is consummated or the Company enters into a definitive agreement providing for an Acquisition of the Company, and (y) such payment shall be made concurrently with (1) the consummation of such Acquisition of the Company (and subject thereto) or (2) the entry into a definitive agreement by the Company providing for an Acquisition of the Company, as applicable.
Clause type: compensation
 For the services which WAMC will render to Manager and the Fund under this Agreement, Manager will pay WAMC a fee, computed daily and paid monthly, at an annual rate equal to 40% of the fee received by the Manager from the Fund. Fees due to WAMC hereunder shall be paid promptly to WAMC by the Manager following its receipt of fees from the Fund. If this Agreement is terminated as of any date not the last day of a calendar month, a final fee shall be paid promptly after the date of termination and shall be based on the percentage of days of the month during which the contract was still in effect.
Clause type: employee_benefits
 (a) Except as set forth on the Company Disclosure Schedule and except for any Foreign Plans, neither the Company nor any ERISA Affiliate (as defined below) maintains, administers or contributes to any material "employee benefit plan", as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA"), or any material employment, severance or similar contract, plan, arrangement or policy or any other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, insurance coverage (including any self-insured arrangements), health or medical benefits, disability benefits, workers' compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which covers any employee or former employee or director of the Company or any Company Subsidiary. The Company has delivered or made available (i) current, accurate and complete copies (or to the extent no such copy exists, an accurate description) of each Company Employee Plan (as defined below and, if applicable, related trust agreements), (ii) all amendments thereto and written interpretations and (iii) for the two most recent years (A) the Form 5500 and attached schedules, (B) audited financial statements and (C) actuarial valuation reports. The material plans (other than the Foreign Plans) listed on Section 4.12 of the Company Disclosure Schedule are referred to collectively herein as the "Company Employee Plans." An "
Clause type: base-salary
 The Company shall pay Employee an initial annual salary of $250,000 (“Base Salary”), payable in accordance with the normal payroll practices of the Company. The Employee’s Base Salary will be reviewed and be subject to adjustment from time to time by the Board of Directors or its Compensation Committee at their discretion in accordance with the Company’s annual review policy.
Clause type: indemnification
The Seller shall indemnify Ally Auto for any liability as a result of the failure of a Receivable to be originated in compliance with all requirements of law. This indemnity obligation shall be in addition to any obligation that the Seller may otherwise have.
Clause type: payment
 Any amount payable to DoubleClick under this Agreement will be due and payable within thirty (30) days after Licensee's receipt of DoubleClick's invoice therefor. All monetary amounts are specified and shall be paid in the lawful currency of the United States of America. Licensee shall pay all amounts due under this Agreement to DoubleClick at the address indicated at the beginning of this Agreement or such other location as DoubleClick designated in writing. Any amount not paid when due will bear interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable usury law, which is less, determined and compounded on a daily basis from the date due until the date paid.
Clause type: investment-company-act
 (i) The Seller is registered as a “business development company” within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”); and
Clause type: confidentiality
During the term of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.
Clause type: notices
All notices, demands, requests, or other communications which may be or are required to be given or made by any party to any other party pursuant to this Agreement shall be in writing and shall be hand delivered, mailed by first-class registered or certified mail, return receipt requested, postage prepaid, delivered by overnight air courier, or transmitted by facsimile transmission addressed as follows:
Clause type: capitalization
 (a) As of the date hereof, the authorized capital stock of CoVest consists of (i) 7,500,000 shares of CoVest Common Stock, $0.01 par value per share, of which 3,481,434 shares are issued and outstanding and 922,369 shares are held as treasury shares; and (ii) 1,000,000 shares of preferred stock, $0.01 par value per share, 7,500 shares of which are reserved for issuance pursuant to the terms and conditions of the Rights Agreement dated July 28, 1997, between CoVest and Harris Trust and Savings Bank, as Rights Agent (the “Rights Agreement”). All of the issued and outstanding shares of CoVest Common Stock have been duly and validly authorized and issued, and are fully paid and non-assessable. None of the outstanding shares of CoVest Common Stock has been issued in violation of any preemptive rights of the current or past stockholders of CoVest. All of the outstanding shares of CoVest Common Stock have been issued in material compliance with all federal and state securities laws.