bhaskrr/legal-clauses huggingface dataset:
Clause type: loans
 Silicon will make one or more loans to the Borrower (the "Loans") up to the amounts (the "Credit Limits") shown on the Schedule to this Agreement (the "Schedule") as the Credit Limit for such loans. The terms of the Loans are stated in this Agreement and in the Schedule. The terms of the Schedule are incorporated into this Agreement. The Borrower is responsible for monitoring the total amount of Loans and other Obligations outstanding from time to time, and the Borrower shall not permit the amount of any Loan to exceed at any time the applicable Credit Limit for such Loan. The Borrower shall not permit the total amount of Loans and all other obligations to exceed at any time the aggregate Credit Limit for the Loans. If at any time the total of all outstanding Loans and all other Obligations exceeds the aggregate Credit Limit, the Borrower shall immediately pay the amount of the excess to Silicon, without notice or demand.
Clause type: miscellaneous
The reimbursement, indemnification and contribution agreements contained in this Agreement and the representations, warranties and covenants contained in this Agreement shall remain in full force and effect regardless of (a) any termination of this Agreement, (b) any investigation made by or on behalf of any Underwriter or controlling person thereof, or by or on behalf of the Company or its directors or officers and (c) delivery of and payment for the Units under this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement shall be governed by, and construed in accordance with, the law of the State of Florida. In any proceeding relating to the Registration Statement, the Preliminary Prospectus, the Prospectus or any supplement or amendment thereto, each party hereby (i) irrevocably submits to the jurisdiction of the United States District Court sitting in the Southern District of Florida and the courts of the State of Florida located in Palm Beach county for the purposes of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each party hereto consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained in this section shall affect or limit any right to serve process in any other manner permitted by law. If the foregoing letter is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its terms. Very truly yours, CHANTICLEER HOLDINGS, INC By Name: Title: is hereby confirmed and accepted as of the date first above written. MERRIMAN CAPITAL, INC. By DAWSON JAMES SECURITIES, INC By As Representatives of the Underwriters listed on Schedule I Merriman Cap...
Clause type: interest
 (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate.
Clause type: counterparts
This Agreement may be signed by the different parties hereto in counterparts, each of which is deemed an original but all of which together constitute one and the same agreement.
Clause type: vesting
 The Restricted Stock shall become vested and cease to be Restricted Stock (but shall remain subject to Section 5 of this Agreement) pursuant to the following schedule, which shall be cumulative; provided that the Participant has not had a Termination of Directorship any time prior to the applicable vesting date: The Shares of Restricted Stock will become fully vested on a Change in Control. When any Shares of Restricted Stock become vested, the Company shall promptly issue and deliver, unless the Company is using book entry, to the Participant a new stock certificate registered in the name of the Participant for such Shares without the legend set forth in Section 4(a) hereof and deliver to the Participant any related other RS Property, subject to applicable withholding.
Clause type: headings
The headings and numbering of the different paragraphs of this Agreement are inserted for convenience only and are not to control or affect the meaning, construction or effect of each provision.
Clause type: definitions
The following terms shall have the meanings defined below: Expenses shall include, without limitation, damages, judgments, fines, penalties, settlements and costs, attorneys’ fees and disbursements and costs of attachment or similar bond, investigations, and any other expenses paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding.
Clause type: loans
 Made any loans or advances to any Person other than travel advances and reimbursement of expenses made to employees, officers and directors in the ordinary course of business;
Clause type: compensation
 The Company shall compensate the Employee during the Term of this Agreement as follows:
Clause type: taxes
 The Borrower agrees to pay, and save the Agent and the Banks harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of this Agreement or the issuance of the Revolving Notes, which obligation of the Borrower shall survive the termination of this Agreement.
Clause type: payment
 Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We prefer to receive payments electronically. Our electronic payment information is: Bank: Wells Fargo Bank, N.A. 420 Montgomery San Francisco, CA 94104 ABA: 121000248 Account: 4124302472 Beneficiary: Tyler Technologies, Inc. – Operating
Clause type: now
THEREFORE in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Clause type: base-salary
 The Company agrees to pay, and the Executive agrees to accept, as the Executive’s salary for all services to be rendered by the Executive hereunder, a salary at an annual rate of $415,000 (“Base Salary”), payable in accordance with the Company’s standard payroll practices. The Base Salary is subject to annual increases in the sole discretion of the Board.
Clause type: ownership_of_shares
 Neither Parent nor Merger Sub is, nor at any time during the last three years has been, an “interested stockholder” of the Company as defined in section 1704.01 of the OGCL.
Clause type: payment
 Unless otherwise determined by the Committee, each Agreement relating to an RSU Award shall set forth the payment date for such RSU Award, which date shall not be earlier than the end of the applicable Restricted Period. Payment of earned Restricted Stock Units may be made in one or more installments and may be made wholly in cash, wholly in shares of Common Stock or a combination thereof, as determined by the Committee. SECTION 7. OPTION AWARDS (A) Grant. Any Recipient may receive one or more Option Awards. (B) Designation and Price. (1) Any Option granted under this Plan may be granted as an ISO or as an NQSO as shall be determined by the Committee at the time of the grant of such Option. Only Participants may be granted ISOs. Each Option shall, as directed by the Committee, be evidenced by an Agreement, which shall specify whether the Option is an ISO or an NQSO and shall contain such terms and conditions as the Committee may determine in accordance with this Plan. (2) Every ISO or NQSO shall provide for a fixed expiration date of not later than ten years from the date that such ISO or NQSO is granted. (3) The Exercise Price pursuant to each Option shall be fixed by the Committee at the time of the granting of the Option, but shall not in any event be less than the Fair Market Value on the date that such Option is granted, subject to adjustment as provided in section 11 hereof. (C)
Clause type: interest
 In no event shall the amount of interest, and all charges, amounts or fees contracted for, charged or collected pursuant to this Agreement, the Notes or the other Loan Documents and deemed to be interest under applicable law (collectively, "Interest") exceed the highest rate of interest allowed by applicable law (the "Maximum Rate"), and in the event any such payment is inadvertently received by any Bank, then the excess sum (the "Excess") shall be credited as a payment of principal, unless the Borrower shall notify such Bank in writing that it elects to have the Excess returned forthwith. It is the express intent hereof that the Borrower not pay and the Banks not receive, directly or indirectly in any manner whatsoever, interest in excess of that which may legally be paid by the Borrower under applicable law. The right to accelerate maturity of any of the Loans does not include the right to accelerate any interest that has not otherwise accrued on the date of such acceleration, and the Agent and the Banks do not intend to collect any unearned interest in the event of any such acceleration. All monies paid to the Agent or the Banks hereunder or under any of the Notes or the other Loan Documents, whether at maturity or by prepayment, shall be subject to rebate of unearned interest as and to the extent required by applicable law. By the execution of this Agreement, the Borrower covenants, to the fullest extent permitted by law, that (i) the credit or return of any Excess shall constitute the acceptance by the Borrower of such Excess, and (ii) the Borrower shall not seek or pursue any other remedy, legal or equitable , against the Agent or any Bank, based in whole or in part upon contracting for charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Agent or any Bank, all interest at any time contracted for, charged or received from the Borrower in connection with this Agreement, the Notes or any of the other Loan Documents shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Commitments. The Borrower, the Agent and each Bank shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provis...
Clause type: ownership_of_shares
 The Shares have been duly authorized and validly issued and are fully paid and non-assessable. The Selling Stockholder is, and on the Closing Date will be, the record and beneficial owner of the Shares to be sold by the Selling Stockholder hereunder, free and clear of all security interests, claims, liens, pledges, charges, equities or other encumbrances, limitations or restrictions (including any restriction on the right to vote, sell or otherwise dispose of such Shares), and the Selling Stockholder has the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder hereunder.
Clause type: assignment
14.1 This Subscription Agreement is not transferable or assignable.
Clause type: now
THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:
Clause type: loans
 Government Grants - - - - - US Gov't Warranty Program - - - - - Derivative Acceleration - Distressed Supplier - - - - Run on Trade - - - - Dealer Financing Support - - - - International Wholesale Funding - - - - - -
Clause type: governing
Law. This Second Amendment shall be governed by and construed in accordance with the laws of the State of New York.
Clause type: payment_terms
 The total annual rental for storage is payable in equal monthly installments during the Term, each of which installments is due and payable in advance by Lessee at Lessor’s address set forth on the face of each invoice on or before the first day of each month. Lessor will invoice Lessee each month for monthly rentals during the Term.
Clause type: capitalization
 (i) As of October 18, 2019, the authorized capital stock of the Company consisted of 1,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”), none of which were issued and outstanding, and 40,000,000 shares of Common Stock, 21,954,423 shares of which were issued and outstanding. The Preferred Stock and the Common Stock are collectively referred to herein as the “Capital Stock.” All of the issued and outstanding shares of Capital Stock have been duly authorized, validly issued and are fully paid and nonassessable. As of October 18, 2019, 7,855,391 shares of Common Stock are
Clause type: payment
 The Borrower shall fail to (i) pay any principal of any Advance or reimburse any drawing under any Letter of Credit when the same becomes due and payable, (ii) pay any interest on any Note or any fee owing in connection with the Obligations, this Agreement or any of the other Credit Documents within five days after the same becomes due and payable, or (iii) pay any other amount owing in connection with the Obligations, this Agreement or any of the other Credit Documents within ten days after the same becomes due and payable;
Clause type: interest
 From and following the Closing Date, except as expressly set forth in this Agreement, Loans and the other Obligations shall bear interest at the sum of the LIBOR Rate plus the Applicable Margin. Interest on the Loans shall be paid monthly in arrears on the first (1st) day of each month and on the maturity of such Loans, whether by acceleration or otherwise. Interest on all other Obligations shall be payable upon demand.
Clause type: base-salary
 Beginning on the Effective Date, the Employee shall be entitled to an annual base salary equal to $158,400. The Employee's annual base salary shall be payable in equal installments in accordance with the Company's general salary payment policies but no less frequently than monthly. On January 1 of each year remaining of the Initial Term, Employee's salary shall be increased by the greater of: (i) 10%, (ii) the Consumer Price Index for all items for the 12-months ended December 31st of the immediately preceding year, or (iii) such amount as shall be determined by the board of directors in its sole discretion.
Clause type: investments
 The Borrower will not, and will not permit any Subsidiary to, at any time purchase, acquire or own any stock, bonds, notes or other securities of, or any partnership or other interest in, or make any capital contribution to, any other Person (any of the foregoing being referred to in this clause (m) as an “investment”), except:
Clause type: investments
 Directly or indirectly make, acquire, or incur any liabilities (including contingent obligations) for or in connection with (a) the acquisition of the securities (whether debt or equity) of, or other interests in, a Person, (b) loans, advances, capital contributions, or transfers of property to a Person, or (c) the acquisition of all or substantially all of the properties or assets of a Person; provided, however, that Borrowers may (a) make loans to employees in an -------- ------- aggregate amount outstanding at any one time not to exceed $250,000, (b) make loans among Borrowers, (c) make Permitted Investments, (d) receive securities issued by Account Debtors in cases under the Bankruptcy Code and (e) make deposits made in the ordinary course of business.
Clause type: board
 The business and affairs of the Company shall be managed by or under the direction of its Board of Directors, in the manner of a board of directors of a public corporation incorporated under Delaware law. The Board shall consist of three classes of Directors: Class A Directors, who shall be selected and nominated by the holders of the Class A Membership Interests; Class B Directors, who shall be selected and nominated by the holders of the Class B Membership Interests; and Class C Directors, who shall be selected and nominated by the holders of the Class C Membership Interests. To the extent permitted by applicable law, any action that could be taken by the Members, may be taken by the Board of Directors, as provided below. The holders of each class of Class A, Class B and Class C Membership Interests shall select and nominate at least two Directors of the corresponding class, but may in their sole discretion select and nominate additional Directors of that class. Each Director on the Board shall continue to serve as a Director until such time as his or her death, resignation, incapacity or removal in accordance with Section 4.7.
Clause type: compensation
 As compensation for the services rendered by the Custodian during the term of the Custodian Agreement, the Fund will pay to the Custodian, with respect to the Portfolio, monthly fees as shall be agreed to from time to time by the Fund and PFPC Trust.
Clause type: dividends
 Restrictions on Subsidiaries, etc. (a) Holdings will not, and will not permit any of its Subsidiaries to, declare or pay any dividends (other than dividends (i) payable solely in capital stock of Holdings or rights in respect thereof or (ii) constituting spin-offs of divisions or direct or indirect operating subsidiaries of Holdings (other than Arcade and the Borrower and their direct or indirect Subsidiaries)) or return any capital to, the stock holders of Holdings or authorize or make any other distribution, payment or delivery of property or cash to the stockholders of Holdings as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of the capital stock of Holdings now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by Holdings with respect to its capital stock) (all of the foregoing "Dividends"), except that:
Clause type: compensation
 7.1 Each Fund will compensate or cause Transfer Agent to be compensated for the performance of its obligations hereunder in accordance with the fees set forth in the written schedule of fees annexed hereto as Schedule C and incorporated herein. Transfer Agent will transmit an invoice to a Fund as soon as practicable after the end of each calendar month which will be detailed in accordance with Schedule C, and the Fund will pay to Transfer Agent the amount of such invoice within thirty (30) days after the Fund’s receipt of the invoice.
Clause type: compensation
 Each Borrower shall compensate each Lender, upon its written request (which request shall set forth the basis for requesting such compensation), for all reasonable losses, expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund any Eurodollar Loans or Competitive Bid Loans made, or to be made, by it to such Borrower but excluding in any event the loss of anticipated profits) which such Lender may actually sustain: (i) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of Eurodollar Loans or Competitive Bid Loans does not occur on a date specified therefor in a Notice of Borrowing, a Notice of Competitive Bid Borrowing or a Notice of Conversion, given by such Borrower (whether or not withdrawn by such Borrower or deemed withdrawn pursuant to Section 1.11(a)); (ii) if any prepayment, repayment or conversion of any such Eurodollar Loans or Competitive Bid Loans occurs on a date which is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any such Eurodollar Loans or Competitive Bid Loans is not made on any date specified in a notice of prepayment given by such Borrower; (iv) if such Lender is required pursuant to Section 1.14 to assign any such Eurodollar Loans or Competitive Bid Loans as of a date which is not the last day of an Interest Period applicable thereto; or (v) as a consequence of (x) any other default by such Borrower to repay its Eurodollar Loans or Competitive Bid Loans when required by the terms of this Agreement or (y) an election made pursuant to Section 1.11(b).
Clause type: loans
 To A&O's knowledge, the Property Loans and the documents entered into in connection therewith (collectively, the "Loan Documents") are in full force and effect as of the date hereof. To A&O's knowledge, the mortgagor has not received written notice of an event of default or event that with the passage of time or giving of notice or both would constitute an event of default has occurred as of the date hereof under any of the Loan Documents which would have a Material Adverse Effect. True and correct copies of the existing Loan Documents have been made available to the Acquirer.
Clause type: ownership_of_shares
 On the date hereof, the Owned Shares set forth opposite Parent Stockholder’s name on Exhibit A hereto are owned beneficially by Parent Stockholder, free and clear of any claims, liens, encumbrances and security interests other than any restrictions existing under the Parent Shareholders Agreement, dated as of February 10, 2011, as amended, among Parent and the persons set forth on the signature pages thereto (the “Parent Shareholders Agreement”), or the Parent’s certificate of incorporation or by-laws (collectively with the Parent Shareholders Agreement, the “Parent Governance Agreements”). Other than restrictions in favor of the Merger Parties pursuant to this Agreement and except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, the “blue sky” laws of the various states of the United States, as of the date hereof, and any restrictions contained in the Parent Governance Agreements, Parent Stockholder has, and at any stockholder meeting of Parent in connection with the Merger Agreements and the transactions contemplated by the Merger Agreements, including approval of the Stock Issuance and Charter Amendment and the matters set forth in Section 1, Parent Stockholder will have (other than as contemplated by the last sentence of Section 4.1), sole voting power and sole dispositive power with respect to all of the Owned Shares.
Clause type: base-salary
 In consideration of Executive’s full and faithful satisfaction of Executive’s duties under this Agreement, the Company agrees to pay to Executive a base salary during the Term in the amount of $320,000 per annum (the base salary in effect from time to time, the “Base Salary”), payable in accordance with the Company’s then effective payroll practices and in such installments as the Company pays its similarly situated employees (but not less frequently than each calendar month), subject to usual and customary deductions for withholding taxes and similar charges, and customary employee contributions to health, welfare and retirement programs in which Executive is enrolled. The Base Salary shall be reviewed on an annual basis in accordance with Executive’s annual performance evaluation and increased in any amount agreed to by Executive and the Managing Member; provided, however, in no event shall the Base Salary be reduced without Executive’s approval.