bhaskrr/legal-clauses huggingface dataset:
Clause type: representations
and Warranties. (a) Each Fund hereby represents and warrants to BNY Mellon, which representations and warranties shall be deemed to be continuing, that:
Clause type: ownership_of_shares
 Each Shareholder is the sole record and beneficial owner of the shares of Target Common Stock set forth opposite his name in Schedule 2.6.5, free and clear of all liens, claims and encumbrances. Each Shareholder has the sole power to vote his shares of Target Common Stock in respect of the Merger and this Agreement and has voted such shares in favor of the Merger and this Agreement. No Shareholder holds any other securities of Target or any rights or options to acquire any securities of Target.
Clause type: investments
 Make any Investments, except for the following (“Permitted Investments”):
Clause type: governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) 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 herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of a Transaction Document, then the prevailing party in such Proceeding shall be reimbursed by the other party for its reasonable attorneys fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.
Clause type: governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflict of laws principles thereof.
Clause type: counterparts
This Joinder Agreement may be executed in counterparts, each of which shall constitute an original. Delivery of an executed signature page to this Joinder Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Joinder Agreement.
Clause type: indemnification
The Contractor shall indemnify, defend (with counsel satisfactory to the Judicial Council), and save harmless the Judicial Council and its officers, agents, and employees from any and all claims and losses, including attorney fees, accruing or resulting to any and all other contractors, Subcontractors, suppliers, and laborers, and any other person, firm, or corporation furnishing or supplying Work, services, supplies, or services in connection with the performance of this Agreement, and from any and all claims and losses, including attorney fees, accruing or resulting to any person, firm, or corporation who may be injured or damaged by the Contractor or its agents or employees in the performance of this Agreement.
Clause type: loans
 There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company to or for the benefit of any of the officers or directors of the Company or any of their respective family members.
Clause type: investments
 The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly make or own any Investment in any Person except:
Clause type: whereas
the Company has registered or will register certain variable life insurance and variable annuity contracts under the 1933 Act; and
Clause type: interest
 All Loans and all other monetary Obligations shall bear interest at the rate shown on the Schedule hereto. Interest shall be payable monthly, on the due date shown on the monthly billing from Silicon to the Borrower. Silicon may, in its discretion, charge interest to Borrower's deposit accounts maintained with Silicon.
Clause type: base-salary
 The Company shall pay the Executive a base salary of U.S. $175,000 per year (the “Annual Base Salary” or “Base Salary”) or U.S. $14,584 per month (the “Monthly Salary”), less all applicable withholdings and deductions, for his employment with the Company, subject to (a) a reasonable annual adjustment (determined by the Board) to reflect increases in the cost of living due to inflation; and (b) an additional adjustment as agreed by the Company and the Executive, if the workload of the Executive substantially increases due to the business expansion of the Group. The Base Salary of the Executive will also be correspondingly adjusted if the salary of all the other employees of the Group Companies is adjusted in accordance with the then effective payroll policies of the Group Companies. The Base Salary shall be paid by the Company in accordance with the Company’s regularly established payroll practices applicable to all Company employees.
Clause type: payment_terms
 Invoices shall be submitted separately and may not be enclosed with the consignments of goods. Invoices shall be sent to Purchaser in a format that complies with applicable laws and that has been approved by Purchaser. Purchaser has the right to reject all invoices that do not comply with these requirements. Unless otherwise agreed by Seller and Purchaser, payment shall be made pursuant to Purchaser’s standard payment term (at least 60 days) after receipt of invoice in the following scheduled payment cycle.
Clause type: termination
This Agreement may be terminated and the transactions contemplated hereby may be abandoned with respect to one or more (or all) Reorganizations by (i) mutual agreement of the parties; or (ii) by either the Acquiring Entity or the Target Entity if the Closing shall not have occurred on or before September 30, 2010, unless such date is extended by mutual agreement of the Acquiring Entity and the Target Entity; or (iii) by any party if one or more other parties shall have materially breached its obligations under this Agreement or made a material misrepresentation herein or in connection herewith. In the event of any such termination, this Agreement shall become void and there shall be no liability hereunder on the part of any party or their respective directors/trustees or officers, except for (i) any such material breach or intentional misrepresentation or (ii) the parties' respective obligations under Section 11, as to each of which all remedies at law or in equity of the party adversely affected shall survive.
Clause type: entire
Agreement. This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference, constitutes the entire agreement and understanding between and among the parties hereto with respect to the subject matter hereof and supersedes any prior agreement, representation or understanding with respect thereto.
Clause type: payment
 The Borrower shall: (i) default in the payment when due of any principal of any of its Loans; or (ii) default, and such default shall continue for three or more Business Days, in the payment when due of any interest on its Loans or of any fees or other amounts owing by it hereunder, under any of the other Credit Documents or in connection herewith or therewith.
Clause type: termination
This Agreement may be terminated, with respect to any Fund, by the Investment Manager at any time without penalty upon giving the Company 60 days’ written notice, and may be terminated, with respect to any Fund, at any time without penalty by the Board of Directors or by vote of a majority of the outstanding voting securities of each class of such Fund on 60 days’ written notice to the Investment Manager.
Clause type: payment_terms
 1. For each month during the Term of this Agreement, ZEEL shall issue an invoice for Subscription Fee on or before 10th day of the immediately succeeding month, based on the monthly subscription report submitted by MSO, such invoice would clearly specify the payment due for the respective month for which the invoice is issued and arrears/ dues (if any) payable by MSO along with the due date of payment. MSO shall be liable to make payment for Subscription Fee as per the monthly invoice raised by ZEEL within a period of Fifteen (15) days from the date of receipt of invoice through email or otherwise by the MSO (Due Date) without any deduction except deduction of withholding tax/ TDS as provided in this Agreement. For e.g. Invoice for Subscription Fee for the month of October 2022 shall be issued by ZEEL on or before 10th November 2022 and the payment for such invoice shall be made by the MSO on or before 25th November 2022 (Due Date). Time is the essence of this Agreement and the MSO shall be required to make all payments due to ZEEL, by the Due Date in accordance with the terms herein.
Clause type: ownership_of_shares
 Except pursuant to the Voting Agreement, neither Parent nor any of Parent’s “Affiliates” or “Associates” directly or indirectly “owns,” beneficially or otherwise, any Shares, as those terms are defined in Section 203 of the DGCL. Other than as contemplated by this Agreement and the Voting Agreement, neither Parent nor any of its subsidiaries is, nor has been within the last three years, an “interested stockholder” of the Company, as such term is defined in Section 203 of the DGCL.
Clause type: confidentiality
In the event of the consummation or public announcement of any Offering, Dawson shall have the right to disclose its participation in such Offering, including, without limitation, the placement at its cost of “tombstone” advertisements in financial and other newspapers and journals. Dawson agrees not to use any confidential information concerning the Company provided to Dawson by the Company for any purposes other than those contemplated under this Agreement.
Clause type: investments
 Set forth in Part B of Schedule VI is a complete and correct list of all Investments (other than Investments disclosed in Part A of Schedule VI and other than Investments of the types referred to in clauses (b), (c), (d), (e) and (f) of Section 7.04) held by the Borrower or any of its `Subsidiaries in any Person on the date hereof or that will be held on the Effective Date (after giving effect to the transactions contemplated to occur on or before the Effective Date) and, for each such Investment, (x) the identity of the Person or Persons holding such Investment and (y) the nature of such Investment. Except as disclosed in Part B of Schedule VI, each of the Borrower and its Subsidiaries owns (or will own, after giving effect to the transactions contemplated to occur on or before the Effective Date), free and clear of all Liens (other than Liens created pursuant to the Security Documents), all such Investments.
Clause type: assignment
Without the written consent of the Judicial Council, the Contractor shall not assign this Agreement in whole or in part. Any assignment in violation hereof shall be null and void.
Clause type: base-salary
 During the Agreement Term and subject to the next sentence of this Section 3.1, the Employee shall be compensated at the annual rate of $250,000 ("Base Salary"), payable on a bi-weekly basis in accordance with the Company's standard payroll procedures. On each anniversary of the date hereof, the Base Salary will be increased by an amount which will not be less than the product (if positive) of (i) the Base Salary in effect immediately prior to such anniversary and (ii) the percentage (if positive) by which the Consumer Price Index (All Items less shelter) for Urban Wage Earners and Clerical Workers, for the Northeast Region, published by the United States Government for the month preceding such anniversary exceeds such index for the comparable month in the preceding year.
Clause type: interest
 Maxcom Telecomunicaciones, S.A. de C.V., a sociedad anonima de capital variable organized under the laws of Mexico (the "Company"), promises to pay interest on the principal amount of this Note as follows: (a) if this Note has not been accelerated as a result of an Event of Default, interest shall accrue and be payable at a rate of (i) 4.00% for the period commencing on the Issue Date through and including April 14, 2005, (ii) 5.75% for the period commencing on April 15, 2005 through and including October 14, 2005, (iii) 7.75% for the period commencing on October 15, 2005 through and including April 14, 2006, (iv) 8.25% for the period commencing on April 15, 2006 through and including October 14, 2006, (v) 9.25% for the period commencing on October 15, 2006 through and including October 14, 2007, (vi) 10.25% for the period commencing on October 15, 2007 through and including October 14, 2008 and (vii) 11.25% for the period commencing on October 15, 2008 through and including October 14, 2009; (b) if no Event of Default has occurred and is continuing, the Company will pay such interest and Additional Amounts, if any, semi-annually in arrears on April 15th and October 15th of each calendar year to the registered Holder on the Record Date, or if any such Interest Payment Date is not a Business Day, on the next succeeding Business Day; provided, however, that no interest payment shall be due hereunder until April 15, 2005; and (c) if an Event of Default has occurred and is continuing and the then outstanding principal amount of this Note becomes due and payable pursuant to Section 6.02 of the Indenture as a result of such Event of Default, interest (including post-petition interest in any proceeding under any Bankruptcy Law) will accrue at a defaulted interest rate equal to 1.25% per annum in excess of the then applicable interest rate on the Notes to the extent lawful, on principal and premium, if any, from the date of occurrence of the Event of Default until this Note, together with all interest, defaulted interest and Additional Amounts, if any, is paid in full, and the Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
Clause type: entire
Agreement. This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter of this Agreement, and any and all prior agreements, understandings or representations are hereby terminated and canceled in their entirety and are of no further force or effect.
Clause type: confidentiality
Executive agrees that he will not at any time, during the Term or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with the Company, except (i) in the course of performing his duties hereunder, (ii) with the Company’s prior written consent; (iii) to the extent that any such information is in the public domain other than as a result of Executive’s breach of any of his obligations hereunder; or (iv) where required to be disclosed by court order, subpoena or other government process. If Executive shall be required to make disclosure pursuant to the provisions of clause (iv) of the preceding sentence, Executive promptly, but in no event more than 48 hours after learning of such subpoena, court order, or other government process, shall notify, confirmed by mail, the Company and, at the Company’s expense, Executive shall: (a) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof.
Clause type: base-salary
 The Executive shall receive a base salary at the annualized rate of $350,000 (the “Base Salary”), paid in equal bi-monthly installments in accordance with the Company’s regularly established payroll procedure. Such Base Salary shall be reviewed by the Company’s compensation committee and the Board in the first quarter of each fiscal year; any adjustment to the Executive’s Base Salary shall be retroactively effective as of the first day of such fiscal year.
Clause type: ownership_of_shares
 The Stockholder (i) is the sole owner of record and has Beneficial Ownership of all of the Shares, free and clear of any and all liens, claims, security interests, options, rights or other encumbrances whatsoever on title or transfer (other than those imposed under the federal securities laws, this Agreement or any Permitted Transaction), (ii) has sole voting power with respect to all of such Shares and has not entered into any voting agreement or voting trust with respect to any such Shares and has not granted a proxy, a consent or power of attorney with respect to such Shares and, so long as this Agreement is in effect, will not grant any such proxies, consents and powers of attorney with respect to such Shares that would violate this Agreement and (iii) does not own of record or beneficially, any shares of capital stock of the Company or right to acquire such shares other than the Shares.
Clause type: ownership_of_shares
 The Stockholder is the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of, and has the sole power to vote and dispose of, the number of Shares set forth in the recitals hereto and is the owner of the number of Options set forth in the recitals hereto, in each case free and clear of any security interests, liens, charges, encumbrances, equities, claims, options or limitations of whatever nature and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Shares or Options), except, in each case, as may exist by reason of this Agreement, the Exchange Agreement between the Stockholder and Holding or pursuant to applicable law or, in the case of the Exchange Options, the restrictions on transferability and on exercise provided for in the Company’s Fourth Amended and Restated 1995 Long-Term Incentive Plan and any related option agreement. Except as provided for in this Agreement, the Exchange Agreement between the Stockholder and Holding, the Merger Agreement and the transactions and other agreements contemplated hereby and thereby, there are no outstanding options or other rights to acquire from the Stockholder, or obligations of the Stockholder to sell or to dispose of, any Shares or Options. The Stockholder holds exclusive power to vote the number of Shares set forth in the recitals hereto, subject to the limitations set forth in Section 1 of this Agreement. As of the date of this Agreement, the number of Shares and Options set forth in the recitals hereto represents all of the shares of capital stock of the Company beneficially owned by the Stockholder.
Clause type: ownership_of_shares
 As of the date of this Agreement, none of Parent, Sub, any Equity Party or their respective Affiliates owns (beneficially or of record) any shares of Common Stock, and none of Parent, Sub, any Equity Party or their respective Affiliates is a party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Common Stock.
Clause type: capitalization
 (a) The authorized capital stock of the Parent consists of (i) 200,000,000 shares of Parent Common Stock, par value $0.00002, and (ii) 25,000,000 shares of Parent Preferred Stock, par value $0.00002, of which (A) 1,200 shares have been designated as Series A Convertible Preferred Stock, (B) 25,000 shares have been designated as Series B Convertible Preferred Stock, (C) 30,000 shares have been designated as Series C Convertible Preferred Stock, and (D) 50,000 shares have been designated as Series D Convertible Preferred Stock. As of December 31, 2004, (i) 52,323,701 shares of Parent Common Stock, (ii) 0 shares of Parent Series A Convertible Preferred Stock, (iii) 4,500 shares of Parent Series B Convertible Preferred Stock, (iv) 0 shares of Parent Series C Convertible Preferred Stock, (v) 9,287 shares of Parent Series D Convertible Preferred Stock, (vi) options to purchase an aggregate of 12,998,125 shares of Parent Common Stock (the “Parent Options”) (vii) and warrants to purchase an aggregate of 110,121 shares of Parent Common Stock (the “Parent Warrants”) were issued and outstanding. As of December 31, 2004, an aggregate of 1,679,373 shares of Parent Common Stock are issuable upon the conversion of the outstanding shares of Parent Preferred Stock and the exercise of the Parent Options and the Parent Warrants (the “Reserved Parent Common Stock”). The Parent Disclosure Schedule contains a schedule of all Parent Options and Parent Warrants detailing (i) the holders thereof, (ii) the number of shares of Parent Common Stock subject thereto, (iii) the exercise prices thereof and (iv) the expiration dates thereof. Except as described in the Parent Disclosure Schedule, since December 31, 2004, the Parent has not issued any shares of its capital stock or any additional options or warrants, and has not repurchased or redeemed any shares of its capital stock or any Parent Options or Parent Warrants. All issued and outstanding shares of capital stock of the Parent have been duly authorized and validly issued and are fully paid and non-assessable. All of the Reserved Parent Common Stock, when issued upon the conversion of the Parent Preferred Stock and the exercise of the Parent Options and the Parent Warrants, will be duly and validly authorized and issued and fully paid and nonassessable. None of (i) the outstanding shares of Parent Common Stock and Parent Preferred Stock, (ii) the Parent Options and (iii) the Parent Warrants has been issued, and none of the Reserve...
Clause type: interest
 (a) ABR Loans (including each Swingline Loan) and unpaid Reimbursement Obligations shall bear interest at the Alternate Base Rate plus the Applicable Margin.
Clause type: esop
 (A) Company shall provide to Parent Bank a duly authorized and executed amendment to the ESOP, effective prior to the termination thereof, converting the plan to a profit sharing plan and eliminating participant rights to a distribution in any form other than cash, to the extent permitted by ERISA, IRS Regulations or the Code.
Clause type: taxes
 Purchases made for State of Texas use are exempt from the State Sales Tax and Federal Excise Tax. Performing Agency represents and warrants that it shall pay all taxes or similar amounts resulting from the Contract, including, but not limited to, any federal, State, or local income, sales or excise taxes of Performing Agency or its employees. System Agency shall not be liable for any taxes resulting from the contract.