bhaskrr/legal-clauses huggingface dataset:
Clause type: miscellaneous
This Consent Agreement shall be binding upon and inure to the benefit of the parties’ respective successors and assigns, subject at all times, to all agreements and restrictions contained in the Lease, and herein, with respect to subleasing, assignment, or other transfer. The agreements contained herein constitute the entire understanding between the parties with respect to the subject matter hereof, and supersede all prior agreements, written or oral. No provision of the Sublease or this Consent Agreement may be amended except in writing signed by all parties hereto or their successors (except that in the case of Lease Termination, no agreement or signature by Tenant shall be required). In the event of any inconsistency between the terms of the Sublease and this Consent Agreement or the Lease, the terms of this Consent Agreement or the Lease, as the case may be, shall govern and control. If any term, covenant or condition of this Consent Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Consent Agreement or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and each term, covenant or condition of this Consent Agreement shall be valid and in force to the fullest extent permitted by law.
Clause type: whereas
by the Original Mortgage the Company covenanted that it would execute and deliver such further instruments and do such further acts as might be necessary or proper to carry out more effectually the purposes of the Original Mortgage and to make subject to the lien of the Original Mortgage any property thereafter acquired intended to be subject to the lien thereof; and
Clause type: loans
 SECTION 3.01. Loans ........................................................ 25 SECTION 3.02. Conversion of Loans .......................................... 26 SECTION 3.03. Interest Periods ............................................. 26 SECTION 3.04. Other Terms Relating to the Making and Conversion of Loans ... 27 SECTION 3.05. Repayment of Loans; Interest ................................. 29
Clause type: private_equity
 M.I.T. (specifically not including M.I.T. Holders) shall have the right to purchase, pursuant to terms and conditions at least as favorable as those granted to other offerees, a sufficient number of shares of the COMPANY's equity securities in the first equity financing of the COMPANY after the date hereof such that immediately following such offering M.I.T. would own at least the same percentage, on a Fully Diluted Basis, of the COMPANY's issued and outstanding Common Stock that it owned immediately prior to such offering. M.I.T. shall be considered to have waived its participation right if it fails to respond within [**] business days following its receipt of a representative package of due diligence information and a term sheet for such an offering. In addition, whether or not M.I.T. elects to participate in such first equity offering, M.I.T. shall have the right to become a party the investors rights agreement, or the like, among the COMPANY and the purchasers of such equity securities to the extent it provides to M.I.T. preemptive rights to purchase a sufficient number of additional securities in future equity offerings to maintain its percentage ownership of the common stock of the COMPANY on a Fully Diluted Basis. Until such investors rights agreement is entered into in connection with an equity financing of the COMPANY, M.I.T. shall continue to maintain its rights in subsequent offerings to purchase a sufficient number of equity securities of the COMPANY such that immediately following such offering M.I.T. would own at least the same percentage, on a Fully Diluted Basis, of the COMPANY's issued and outstanding Common Stock that it owned immediately prior to such offering. All rights granted to M.I.T. pursuant to this Section 4.1(f)(iii) shall terminate immediately prior to a firm commitment underwritten public offering of the COMPANY's common stock resulting in gross proceeds to the COMPANY of at least $[**].
Clause type: investment-company-act
 The Company covenants that for the period of time during which Notes are outstanding, the Company shall not violate, whether or not the Company is subject to, Section 18(a)(1)(A) as modified by Section 61(a)(1) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) or any successor provisions thereto of the Investment Company Act.
Clause type: confidentiality
Purchaser and Seller shall hold, and shall cause and their respective employees and representatives to hold, in strict confidence, and Purchaser and Seller shall not disclose, and shall prohibit their respective employees and representatives from disclosing, to any other person without the prior written consent of the other party, (a) the terms of this Contract and the Property, including the existing lease and sublease thereon, (b) any of the information in respect of the Property delivered to or for the benefit of Purchaser whether by its employees and representatives (“Purchaser’s Representatives”) or Seller or its respective employees and representatives (“Seller’s Representatives”), and (c) the identity of any direct or indirect owner of any beneficial interest in Seller or Purchaser. Notwithstanding anything contained in this Contract to the contrary, the parties obligations under clauses (a), (b) and (c) of the immediately preceding sentence shall survive the Closing and not be merged therein. Notwithstanding anything to the contrary hereinabove set forth, the parties may disclose such information (i) on a need-to-know basis to its employees, agents, consultants, members of professional firms serving it or potential lenders, investors, consultants and brokers, on a confidential basis, such terms of the Contract as are customarily disclosed to such parties in connection with similar acquisitions, (ii) as may be required in order to comply with applicable laws, rules or regulations or a court order or as may be required for any disclosure or filing requirements of the Securities and Exchange Commission, the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules promulgated thereunder or any authority governing disclosure filings required by applicable law, rules or regulations, including but not limited to the disclosure of any lease, including any amendments, modifications, extensions or renewals thereto and any collateral material used in connection with a public offering of securities by Purchaser or (iii) to the extent that such information is a matter of public record. By Seller’s execution of this Contract, Seller hereby confirms its agreement to indemnify, defend and hold Purchaser free and harmless from and against any and all problems, conditions, losses, costs, damages, claims, liabilities, expenses, demands or obligations (including reasonable attorneys’ ...
Clause type: assignment
5.12.1 Neither Party may assign or transfer (whether by operation of law or otherwise) this Agreement (or any rights or obligations hereunder) to a third party without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may assign or transfer this Agreement to a corporate Affiliate or an entity under its common control; without the consent of the other Party, provided that the performance of this Agreement by any such assignee is guaranteed by the assignor. Any attempted assignment or transfer that is not permitted is void ab initio. Without limiting the generality of the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties' respective successors and assigns.
Clause type: interest
 The daily outstanding balance of all loans to any Subsidiary shall accrue interest as follows:
Clause type: ownership_of_shares
 Neither Parent nor Purchaser owns (directly or indirectly, beneficially or of record) any Shares or holds any rights to acquire any Shares except pursuant to this Agreement. Parent and its Affiliates do not, collectively, own (directly or indirectly, beneficially or of record) more than 14.9% of the outstanding Shares and do not, collectively, hold any rights to acquire in the aggregate more than 14.9% of the outstanding Shares except pursuant to this Agreement.
Clause type: entire
Agreement. This Agreement and the applicable provisions of the Confidentiality Agreement, which are incorporated herein and made a part hereof, together with the Exhibits and Schedules hereto and the agreements and instruments expressly provided for herein, constitute the entire agreement of the Parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, oral and written, between the Parties hereto with respect to the subject matter hereof.
Clause type: compensation
 In return for his services hereunder, the Executive shall be entitled to (i) the Salary as specified below, (ii) bonuses, to the extent provided below, and (iii) certain fringe benefits, to the extent provided below.
Clause type: base-salary
 The base salary payable to the Executive during the Term shall be at the rate of $140,000 per year, payable on a regular basis in accordance with the Company's standard payroll procedures, but not less frequently than on a monthly basis (the "Base Salary"). On at least an annual basis, the Board shall review the Executive's performance and may make increases to the Base Salary if, in its discretion, any such increase is warranted. Such recommended increase shall require approval by the Board or a duly constituted committee thereof.
Clause type: interest
 Subject to the provisions of Section 2.8, Revolving Loans shall bear interest as follows:
Clause type: taxes
 Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company and each of its subsidiaries (i) has timely filed all necessary federal, state, local and foreign income and franchise tax returns (or timely filed applicable extensions therefor) that have been required to be filed and (ii) is not in default in the payment of any taxes which were payable pursuant to such returns or any assessments with respect thereto, other than any which the Company or any of its subsidiaries is contesting in good faith and for which adequate reserves have been provided and reflected in the Company’s financial statements included in the Registration Statement, the Disclosure Package and the Prospectus. Neither the Company nor any of its subsidiaries has any tax deficiency that has been or, to the knowledge of the Company, is reasonably likely to be asserted or threatened against it that would result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries has engaged in any transaction identified as a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) or any transaction that is “substantially similar” (within the meaning of Treasury Regulations Section 1.6011-4(c)(4)) to a “listed transaction.”
Clause type: definitions
The following defined terms used herein shall, unless the context otherwise requires, have the meanings specified below. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Original Indenture.
Clause type: employee_benefits
 (a) Except as set forth on Schedule 4.11, no Loan Party, none of their Subsidiaries, nor any of their ERISA Affiliates maintains or contributes to any Pension Plan.
Clause type: assignment
Neither the Company nor the Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement without the consent of the Executive in the event the Company shall hereafter effect a corporate reorganization, consolidate with, or merge into, any Person or transfer all or substantially all of its properties or assets to any Person. This Agreement shall inure to the benefit of and be binding upon the Company and the Executive, their respective successors, executors, administrators, heirs and permitted assigns.
Clause type: notices
All notices hereunder shall be provided in writing, by facsimile or by email. Notices shall be deemed given if delivered in person or by messenger, certified mail with return receipt, or by a reputable overnight delivery service that provides evidence of receipt to the parties; upon receipt if sent by fax; or upon read receipt or reply if delivered by email, at the following addresses: If to the Trust: Fidelity Rutland Square Trust II 245 Summer Street Boston, MA 02210 Attn.: John Hitt If to the Adviser: Strategic Advisers, Inc. 245 Summer Street Boston, MA 02210 Attn.: Chief Operating Officer With Copy to: Strategic Advisers, Inc. 245 Summer Street Boston, MA 02210 Attn.: Nicholas Karafotias If to the Sub-Adviser: FIAM LLC 900 Salem Street Smithfield, RI 02917 Attn: Casey Condron casey.condron@fmr.com
Clause type: termination
This Agreement may be terminated at any time, without payment of any penalty, by the Board of Trustees of the Trust or by a vote of a majority of its outstanding voting securities, upon sixty (60) days' written notice to the Adviser, and by the Adviser upon sixty (60) days' written notice to the Trust. This Agreement shall also terminate in the event of any transfer or assignment thereof, as defined in the Act.
Clause type: representations
and Warranties. The representations and warranties of BancSecurity set forth in this Agreement shall be true and correct in all material respects as of the date of the Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on the Closing Date, except where the failure to be true and accurate in all material respects would not have or would not be reasonably expected to have a Material Adverse Effect on BancSecurity, and Buyer shall have received a certificate signed on behalf of BancSecurity by the Chief Executive Officer of BancSecurity to such effect.
Clause type: ownership_of_shares
 Seller is the sole legal and beneficial owner of the Shares, free and clear of any Lien. The Transferred Shares have been duly authorized and, when issued and delivered to Buyer pursuant to this Agreement, will be validly issued, fully paid and non-assessable. Seller will transfer and deliver to Buyer at the Closing valid title to the Transferred Shares free and clear of any Lien. Except for the options for the purchase from Seller of an aggregate of 9,000 Class A Shares (collectively, the “Vested Options”) and the Option Cancellation Agreements, Seller is not a party to any option, warrant, purchase right, right of first refusal, call, put or other agreement (other than this Agreement) that could require Seller to sell, transfer or otherwise dispose of any Shares or Transferred Shares.
Clause type: ownership_of_shares
 The Shareholder is the beneficial owner or record holder of the number of shares of Company Common Stock listed under the Shareholder’s name on the signature page hereto (the “Existing Shares” and, together with any shares of Company Common Stock the record or beneficial ownership of which is acquired by the Shareholder after the date hereof, the “Shares”) and, as of the date hereof, the Existing Shares constitute all the shares of Company Common Stock owned of record or beneficially by the Shareholder. With respect to the Existing Shares, the Shareholder has sole voting power and sole power to issue instructions with respect to or otherwise engage in the actions set forth in Section 2 hereof, sole power of disposition and sole power to demand appraisal rights, with no restrictions on the voting rights, rights of disposition or otherwise, subject to applicable laws and the terms of this Shareholder Agreement.
Clause type: taxes
 In no event shall the Company be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of any certificate in a name other than that of the Holder, and the Company shall not be required to issue or deliver any such certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or is not payable.
Clause type: entire
Agreement. THIS AMENDMENT, THE PSA, THE TRANSACTION DOCUMENTS AND THE EXHIBITS AND SCHEDULES ATTACHED HERETO AND THERETO, COLLECTIVELY CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES 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. THERE ARE NO WARRANTIES, REPRESENTATIONS OR OTHER AGREEMENTS AMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF EXCEPT AS SPECIFICALLY SET FORTH IN THIS AMENDMENT, THE PSA AND THE TRANSACTION DOCUMENTS, AND NEITHER SELLERS NOR BUYER SHALL BE BOUND BY OR LIABLE FOR ANY ALLEGED REPRESENTATION, PROMISE, INDUCEMENT OR STATEMENTS OF INTENTION NOT SO SET FORTH. IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF THIS AMENDMENT AND THE TERMS OF THE PSA, THE TERMS OF THIS AMENDMENT SHALL CONTROL; PROVIDED, HOWEVER, THAT THE INCLUSION IN THE PSA OF TERMS AND PROVISIONS NOT ADDRESSED IN THIS AMENDMENT SHALL NOT BE DEEMED A CONFLICT, AND ALL SUCH ADDITIONAL PROVISIONS SHALL BE GIVEN FULL FORCE AND EFFECT, SUBJECT TO THE PROVISIONS OF THIS SECTION 4.
Clause type: compensation
 You shall be paid as basic compensation (the "Basic ------------ Compensation") for your services to the Company and its subsidiaries under and pursuant to the Employment Agreement a salary at the rate of Eight Hundred Thousand ($800,000) Dollars per annum for the extension period January 1, 2003 through December 31, 2003. Basic Compensation shall be payable in accordance with the Company's customary payroll practices as in effect from time to time, and shall be subject to such increases as the Board of Directors of the Company, in its sole discretion, may from time to time determine.
Clause type: taxes
 Borrower and each of its Restricted Subsidiaries shall timely file all Tax returns, statements, reports and forms required to be filed by it and pay and discharge before the same shall become delinquent all Taxes imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent; provided, however, that (a) such payment and discharge shall not be required with respect to any such Taxes so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and Borrower and each of its Subsidiaries shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP or (b) such filing or payment and discharge shall not be required in the event the failure to file or make payment and discharge would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
Clause type: investment-company-act
 The Company is not, nor upon the issuance and sale of the Class B Certificates as contemplated by this Agreement and the application of the net proceeds therefrom as described in the General Disclosure Package and the Final Prospectus will be, an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “1940 Act”), nor will the Class B Trust be required to register as an “investment company” as defined in the 1940 Act. In making the foregoing determination, the Class B Trust is relying upon the exemption from registration set forth in Rule 3a-7 under the 1940 Act, although additional exemptions or exclusions may be available to the Class B Trust.
Clause type: taxes
 (a) Any and all payments by any Credit Party to or for the account of any Lender or the Administrative Agent hereunder or under any other Credit Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender (or its Applicable Lending Office) or the Administrative Agent (as the case may be) is organized or any political subdivision thereof (all such non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as "Taxes"). If any Credit Party shall be required by law to deduct any Taxes from or in respect of any sum payable under this Credit Agreement or any other Credit Document to any Lender or the Administrative Agent, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.11) such Lender or the Administrative Agent receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Credit Party shall make such deductions, (iii) such Credit Party shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law, and (iv) such Credit Party shall furnish to the Administrative Agent, at its address referred to in Section 11.1, the original or a certified copy of a receipt evidencing payment thereof.
Clause type: dividends
 The Company shall have the discretion to pay to the Executive any special or regular cash dividends declared by the Board of Directors, or to defer the payment of cash dividends until the expiration of the restrictions with respect to the Shares, or reinvest such amounts in additional shares of Restricted Stock. Any cash payments of dividends that become payable while any of the Shares remain subject to restrictions hereunder to Executive with respect to the restricted shares may, in the Company's discretion, be net of an amount sufficient to satisfy any federal, state and local withholding tax requirements with respect to such dividends.
Clause type: esop
 (a) As soon as practicable after the date hereof, the Board shall establish and adopt an employee share option plan (the “ESOP”) and formulate the relevant agreements (including the share option award agreement) and up to a total of 250,013,276 Ordinary Shares (proportionally adjusted to reflect any share dividends, share splits, or similar transactions), representing approximately 10.9495% of the Company’s issued share capital immediately after the date hereof (on a fully diluted and as-converted basis) shall be reserved for issuance of share options pursuant to the terms and conditions under the ESOP.
Clause type: whereas
the board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities;
Clause type: capitalization
 The authorized capital stock of PAYV consists of 100,000,000 shares of common stock, par value $0.0001 per share, and no shares of preferred stock. As of the date of this Agreement, PAYV had 48,112,847 shares of common stock issued and outstanding, and no shares of Preferred Stock issued and outstanding. As of the Closing Date, all of the issued and outstanding shares of common stock of PAYV are validly issued, fully paid and non-assessable. The Common Stock of PAYV is presently listed and trading on the Nasdaq Over-the-Counter Bulletin Board under the symbol "PAYVE."