bhaskrr/legal-clauses huggingface dataset:
Clause type: capitalization
 The Company has delivered to Edge a schedule (the "Capitalization Schedule") detailing the capitalization of the Company as of the date hereof. On the date hereof, the Company has no outstanding capital stock except as listed on the Capitalization Schedule. All of the outstanding shares of capital stock have been offered and sold in compliance with applicable federal and state securities laws. No Subsidiary has any outstanding capital stock except for shares of capital stock owned beneficially and of record by the Company, all of which are duly authorized, validly issued, fully paid and non-assessable. Other than as set forth on the Capitalization Schedule, neither the Company nor any Subsidiary has outstanding (a) any rights (either preemptive or otherwise) or options to subscribe for or purchase, or any warrants or other agreements providing for or requiring the issuance of, any capital stock or any securities convertible into or exchangeable for its capital stock, (b) any obligation to repurchase or otherwise acquire or retire any of its capital stock, any securities convertible into or exchangeable for its capital stock or any rights, options or warrants with respect thereto, (c) any rights that require it to register the offering of any of its securities under the Securities Act of 1933, as amended or (d) any restrictions on voting any of its securities.
Clause type: assignment
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs (in the case of the Executive) and assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred, subject to Section 5.3, pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company; provided, however, that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law.
Clause type: representations
and Warranties. All representations and warranties of Sellers contained in this Agreement shall be true and complete at and as of the Closing Date as though made at and as of that time, (except for representations and warranties that speak as of a specific date or time which need only be true and complete as of such date or time), except where the failure to be true and complete (determined without regard to any materiality qualifications therein) does not have a Material Adverse Effect.
Clause type: compensation
 For the services rendered, the facilities furnished and the expenses assumed by the Sub-Adviser, SSGA FM shall pay the Sub-Adviser no later than the ninetieth (90th) day following the end of each calendar quarter, a fee based on the net assets attributable to the aggregate Allocated Assets of the small-cap equity funds managed by SSGA FM and sub-advised by the Sub-Adviser, as provided in Schedule A to the Agreement.
Clause type: base-salary
 During the Employment Period, Executive’s base salary shall be $240,000 per annum, subject to increase by the Board in its sole discretion on an annual basis (as adjusted from time to time, the “Base Salary”), which salary shall be payable by the Company in regular installments in accordance with the Company’s general payroll practices (as in effect from time to time). The Base Salary for any partial year during the Employment Period will be based upon the actual number of days elapsed in such year.
Clause type: termination
(a) This Agreement may be terminated at any time prior to the Closing Date by mutual written consent of Seller and Buyer.
Clause type: capitalization
 As of the date of this Agreement: the Company's authorized capital stock consists of one hundred fifty million (150,000,000) shares of Common Stock and fifty million (50,000,000) shares which may be designated by the board of directors of the Company, none of which have been designated or issued. As of the date of this Agreement the only shares of capital stock issued and outstanding, reserved for issuance or committed to be issued are: (a) thirty-seven million eight hundred thirty-six thousand four hundred twenty (37,836,420) fully paid and non-assessable shares of Common Stock duly issued and outstanding; (b) twelve million six hundred nineteen thousand five hundred (12,619,500) shares of Common Stock reserved for issuance as a result of the issuance of warrants to Chesapeake Energy Corporation (the "Chesapeake Warrants"); (c) twelve million six hundred nineteen thousand five hundred (12,619,500) shares of Common Stock reserved for issuance on exercise of the Warrants; and (d) five million three hundred fifty-six thousand eight hundred eighty-eight (5,356,888) shares of Common Stock issuable on exercise of Options granted or to be granted under the Company's 1995, 1996 and 1997 stock option plans. The Warrant Shares reserved for issuance represent no less than twenty percent (20%) of the Company's fully diluted shares of Common Stock which as of the date of this Agreement includes all of the issued and outstanding shares of Common Stock, any shares of Common Stock issuable under this Agreement, the maximum number of shares of Common Stock issuable in connection with the Chesapeake Warrants and any other Options or Convertible Securities, excluding only shares of Common Stock issuable upon the exercise of Options issued under the Company's 1995, 1996 and 1997 compensatory stock option plans.
Clause type: investment-company-act
 The Issuer shall not and none of the Issuer or the Indenture Trustee shall take any action that would cause the Issuer to be required to register as an “investment company” under the 1940 Act (or any successor or amendatory statute).
Clause type: definitions
For purposes of this Agreement, the following terms will have the following meanings when used herein with initial capital letters:
Clause type: loans
 Each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make a Loan to the Borrower pursuant to this Section, which Loan (a) shall not exceed such Lender’s Commitment, (b) shall be made in a single draw on the Closing Date and (c) may be prepaid in accordance with Section 2.10, but once prepaid, may not be re-borrowed. The Borrowing shall be made from the several Lenders ratably in proportion to their respective Commitments in effect on the date of the Borrowing. Each Lender’s Commitment shall terminate immediately and without further action upon the earlier of (i) the Closing Date after giving effect to the funding of such Lender’s Loans on such date and (ii) the Commitment Termination Date.
Clause type: indemnification
a. In the event of any registration of any securities of the Company under the Securities Act, the Company shall, and hereby does, indemnify and hold harmless, to the extent permitted by applicable law, in the case of any registration statement filed pursuant to Section 10.1 or Section 10.2, the Seller of any Registrable Securities covered by such registration statement, its directors, officers, employees and agents, each other person who participates as an underwriter in the offering or sale of such Registrable Securities and each other person, if any, who controls such Seller or any such underwriter within the meaning of the Securities Act against any losses, claims, damages, or liabilities (or actions or proceedings whether commenced or threatened in respect thereof), joint or several, to which such Seller or any such director or officer or employee or agent or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, and the Company shall reimburse such Seller and each such director, officer, employee, agent, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action, or proceeding; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding, whether commenced or threatened in respect thereof), or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment, or supplement in reliance upon and in conformity with written information furnishe...
Clause type: counterparts
This Contract may be executed in counterparts by the parties hereto, and by facsimile signature, and each shall be considered an original and all of which shall constitute one and the same agreement.
Clause type: payment
 6.1 The payment shall be made in Euro to one of our bank accounts indicated on the reverse side.
Clause type: loans
 Each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make a Loan to the Borrower on the Funding Date in an aggregate principal amount equal to such Lender’s Commitment, which Loans: (i) can only be incurred on the Funding Date in the entire amount of each Lender’s Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Loans made as part of the same Borrowing shall consist of Loans of the same Type; (iv) shall be repaid in accordance with Section 2.10(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof, the aggregate principal amount of such Lender’s Commitment, and (B) for all the Lenders at the time of incurrence thereof, the Total Commitment. The Loans to be made by each Lender will be made in the aggregate amount of such Lender’s Commitment in accordance with Section 2.04 hereof.
Clause type: whereas
the Manager and the trustees of the Trust desire to retain the Sub-Adviser to render portfolio management services in the manner and on the terms set forth in this Agreement.
Clause type: interest
 The Principal Amount (which, for clarification, will include any PIK Interest) shall bear interest from the Closing Date at the Applicable Interest Rate based on a year consisting of 365 days, with interest computed daily based on the actual number of days elapsed.
Clause type: investment_company
 Parent is not, and after giving effect to the issuance of the Stock Consideration, will not be an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.
Clause type: confidentiality
(a) Agent and each Lender shall keep confidential, in accordance with its customary procedures for handling confidential information and safe and sound lending practices, any non-public information (“Information”) supplied to it by any Loan Party pursuant to the Financing Agreements, provided that nothing contained herein shall limit the disclosure of any such information: (i) to its Affiliates and its and its Affiliates’ managers, administrators, directors, officers, employees, trustees, partners, investors, investment advisors and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any Governmental Authority or self-regulatory authority having or asserting jurisdiction over such Person (including any Governmental Authority regulating any Lender or its Affiliates), provided that the Agent or such Lender, as applicable, agrees that it will notify the Parent Borrower as soon as practicable in the event of any such disclosure by such Person (other than at the request of a regulatory authority) unless such notification is prohibited by law, rule or regulation, (iii) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, provided that the Agent or such Lender, as applicable, agrees that it will notify the Parent Borrower as soon as practicable in the event of any such disclosure by such Person (other than at the request of a regulatory authority) unless such notification is prohibited by law, rule or regulation, (iv) to any Lender or Participant (or prospective Lender or Participant consented to by the Parent Borrower to the extent an assignment of a Loan to such Person would require the Parent Borrower’s consent pursuant to Section 14.7 hereof) or to any Affiliate of any Lender so long as such Lender, Participant (or prospective Lender or Participant) or Affiliate shall have been instructed to treat such information as confidential in accordance with this Section 14.5, (v) subject to an agreement containing provisions at least as restrictive as those of this Section 14.5 (or as may otherwise be reasonably acceptable to the Parent Borrower), to any pledgee referred to in Section 14.7(l), direct or indirect contractual counterparty to a Swap Contract, Eligible Transferee of or Participa...
Clause type: ownership_of_shares
 The CSI Shareholders are the beneficial owners of the CSI Shares. The CSI Shareholders are not the record or beneficial owner of any other interest in CSI. The CSI Shareholders have and shall transfer at the Closing, good and marketable title to the CSI Shares, free and clear of all liens, claims, charges, encumbrances, pledges, mortgages, security interests, options, rights to acquire, proxies, voting trusts or similar agreements, restrictions on transfer or adverse claims of any nature whatsoever, excepting only restrictions on future transfers imposed by applicable law.
Clause type: confidentiality
The Seller will treat and hold as such all of the Confidential Information, refrain from using any of the Confidential Information except in connection with this Agreement for a period of two (2) years commencing with the day following the Closing Date, and deliver promptly to the Buyer or destroy, at the request and option of the Buyer, all tangible embodiments (and all copies) of the Confidential Information which are in its possession. In the event that the Seller is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, the Seller will notify the Buyer promptly of the request or requirement so that the Buyer may seek an appropriate protective order or waive compliance with the provisions of this Section 6(d). If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, the Seller may disclose the Confidential Information to the tribunal; provided, however, that the Seller shall use its reasonable best efforts to obtain, at the reasonable request and at the expense of the Buyer, an order or other assurance that confidential treatment will be accorded to such Portion of the Confidential Information required to be disclosed as the Buyer shall designate. The foregoing provisions shall not apply to any Confidential Information which is generally available to the public immediately prior to the time of disclosure. Notwithstanding anything contained in this Section 6(d) to the contrary, the Seller shall not be prevented from keeping copies of Confidential Information and including such information in any filing, report or disclosure it reasonably believes it is required to make pursuant to Law, including without limitation any filings, reports or disclosures to the IRS or the Securities and Exchange Commission.
Clause type: insurance
Borrower and its Subsidiaries will maintain or cause to be maintained, with financially sound and reputable insurers, such public liability insurance, property damage insurance and business interruption insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of Borrower and its Subsidiaries as is customarily carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses in the same or similar locations, in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such Persons. Without limiting the generality of the foregoing, Borrower will maintain or cause to be maintained (a) flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, and (b) replacement value property damage insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts, with such deductibles, and covering such risks as are carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses in the same or similar locations. Each such policy of insurance shall (i) name Collateral Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear and (ii) in the case of each property damage insurance policy, contain a loss payable clause or endorsement, reasonably satisfactory in form and substance to Collateral Agent, that names Collateral Agent, on behalf of the Secured Parties, as the loss payee thereunder and provides for at least thirty days’ prior written notice to Collateral Agent of any modification or cancellation of such policy; provided that the provisions of the foregoing sentence shall not apply to any policy of insurance maintained solely for the purpose of compliance with Applicable Law to the extent that the assets, properties and businesses that are the subject of such policy are separately the subject of an insurance policy with respect to which Borrower shall have satisfied the provision of the foregoing sentence.
Clause type: payment
 Unless specified in the Quote, Axon will invoice Agency on the Start Date and then on the Start Date anniversary during the Term, if annual payments are elected. Payment is due net 30 days from the invoice. Payment obligations are non-cancelable. Agency will pay invoices without setoff, deduction, or withholding. Unless Agency provides Axon a valid and correct tax exemption certificate applicable to the purchase and ship-to location, Agency is responsible for all taxes associated with the order.
Clause type: representations
and Warranties. The representations and warranties of the Purchaser contained in Article 3 shall be true and correct (disregarding all qualifications or limitations as to “materiality” or “Material Adverse Effect” or other similar qualifiers set forth therein) in all respects as of the date hereof and as of the Closing (except to the extent such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct in all respect as of such date), except where the failure of any such representations and warranties to be so true and correct has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Clause type: whereas
the Custodian is willing to provide the services upon the terms contained in this Agreement;
Clause type: ownership_of_shares
 Except as described on Exhibit A or on Schedule 5.1(a), (i) such Stockholder is the legal and beneficial owner of the number of Shares listed opposite, his, hers or its name on Exhibit A, and (ii) the Shares so listed are free and clear of all Encumbrances.
Clause type: payment_terms
 1. Fees set forth on any applicable purchase order exclude any taxes, duties, fees, excises or tariffs imposed on any of Customer’s activities in connection with this Agreement. Such taxes, duties, fees, excises or tariffs, if any, shall be paid by Customer
Clause type: counterparts
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart and such counterparts may be delivered by the parties hereto via facsimile or electronic transmission.
Clause type: interest
 The Company promises to pay interest on the principal amount of this Security at an annual rate of 3.500%. The Company will pay interest semi-annually on January 15 and July 15 of each year (each such day, an “Interest Payment Date”). If any Interest Payment Date, redemption date or maturity date of this Security is not a Business Day, then payment of interest or principal (and premium, if any) shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and no interest shall accrue for the period after such date to the date of such payment on the next succeeding Business Day. Interest on the Securities will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from the date of issuance; provided that, if there is no existing Default in the payment of interest, and if this Security is authenticated between a regular record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; and provided, further, that the first Interest Payment Date shall be January 15, 2013. Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.
Clause type: compensation
 The Engineer shall be compensated, if at all, according to the attached rate and price schedule identified as Exhibit A to this Agreement, this Paragraph and the applicable IPPA. Exhibit A shall itemize the cost of the Engineer services (including the furnishing of all materials, apparatus, labor and any required insurance). Exhibit A shall specifiy the hourly rate schedule for any services that may be utilized under this Agreement. The IPPA shall specify the design consulting services required for the Individual Project and shall state the maximum compensation authorized for the work specified in the IPPA. The Engineer shall be compensated for work performed pursuant to an IPPA in the amount of either (1) the actual value of the services authorized by the IPPA and performed by the Engineer at the rate specified in Exhibit A or the maximum compensation authorized by the IPPA authorizing the work, whichever is lower, or (2) a lump sum amount the parties have agreed to in the IPPA. The execution of this Agreement does not guarantee the Engineer any compensation or any work. The Engineer shall not be compensated for any work or services performed without specific authorization in an IPPA.