bhaskrr/legal-clauses huggingface dataset:
Clause type: whereas
by the Agreement (hereinafter called “the Agreement”) ratified by the Railway and Port (The Pilbara Infrastructure Pty Ltd) Agreement Act [date] the State agreed to grant to The Pilbara Infrastructure Pty Ltd ACN 103 096 340 of Level 1, 46-50 Kings Park Road, West Perth, Western Australia (hereinafter with its successors and permitted assigns called “the Company”) a miscellaneous licence for the construction use and maintenance of the Lateral Access Roads (as defined in the Agreement) AND WHEREAS the Company pursuant to clause 14(1) of the Agreement has made application for the said licence; NOW in consideration of the rents reserved by and the provisions of the Agreement and in pursuance of the Railway and Port (The Pilbara Infrastructure Pty Ltd) Agreement Act [date] the Company is hereby authorised to construct use and maintain a road on the land more particularly delineated and described from time to time in the Schedule hereto in accordance with the provisions of the Agreement and proposals approved under the Agreement for a term of 4 years commencing on the date hereof subject to the sooner determination or cessation of the Agreement and for the purposes and upon and subject to the terms covenants and conditions set out in the Agreement and the Mining Act 1978 as it applies to this licence, and any amendments to the Agreement and the Mining Act 1978 from time to time and to the terms and conditions (if any) now or hereafter endorsed hereon and the payment of rentals in respect of this licence in accordance with clause 14(1)(b) of the Agreement PROVIDED ALWAYS that this licence shall not be determined or forfeited otherwise than in accordance with the Agreement. In this licence: - If the Company be more than one the liability of the Company hereunder shall be joint and several.
Clause type: base-salary
 Executive shall be paid an initial annual base salary of One Hundred Eighty Thousand Dollars ($180,000.00) per year (“Base Salary”) beginning on the Effective Date of the Agreement and payable in regular installments in accordance with the customary payroll practices of the Company. Executive’s Base Salary will be reviewed at least annually by the Company and may be increased at the discretion of the Company. The Base Salary may not be decreased, except upon a mutual written agreement between the parties.
Clause type: severability
If any provision of this Agreement is determined by a court of competent jurisdiction not to be enforceable in the manner set forth in this Agreement, each Member agrees that it is the intention of the Members that such provision should be enforceable to the maximum extent possible under applicable law. If any provisions of this Agreement are held to be invalid or unenforceable, such invalidation or unenforceability shall not affect the validity or enforceability of any other provision of this Agreement (or portion thereof).
Clause type: assignment
This Agreement shall not be assignable by Executive. This Agreement may be assigned by the Company to a company which is a successor in interest to substantially all of the business operations of the Company. Such assignment shall become effective when the Company notifies the Executive of such assignment or at such later date as may be specified in such notice. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such successor company, provided that any assignee expressly assumes the obligations, rights and privileges of this Agreement.
Clause type: taxes
 Any taxes (excluding taxes on the overall net income of any Lender) or other similar assessments or charges made by any governmental or revenue authority in respect of the Loan Documents shall be paid by the Borrower, together with interest and penalties, if any.
Clause type: headings
The titles of the Sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.
Clause type: base-salary
 During the Employment Term, the Company will pay to the Executive a base salary at the annualized rate of not less than $1,000,000 (the base salary in effect from time to time, the “Base Salary”). The Base Salary will be paid to the Executive in accordance with the Company’s customary compensation practices from time to time in effect for the Company’s senior executive officers. The Board (or a committee of directors delegated by the Board) will review the Base Salary from time to time, but at least annually, during the Employment Term, but may not reduce the Executive’s then-existing Base Salary without the Executive’s prior written consent and agreement.
Clause type: governing
Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York.
Clause type: financing
 The Committee may, in its absolute discretion and without any obligation to do so, (a) authorize the extension of a full-recourse interest-bearing loan to such Optionee from the Company, (b) permit Optionee to pay the option price for the purchased Common Stock in installments over a period of years or (c) authorizing a guarantee by the Company of a third-party loan to Optionee. The terms of any loan, installment method of payment or guarantee (including the interest rate and terms of repayment) shall be established by the Committee in its sole discretion, after taking into account the tax and accounting consequences. The maximum credit available to Optionee shall not exceed the sum of (i) the aggregate option price of the purchased shares (less the par value) plus (ii) any Federal and state income and employment tax liability incurred by Optionee in connection with the exercise of the option.
Clause type: capitalization
 On the Initial Borrowing Date, the authorized capital stock of the Parent consists of (a) 6,000,000 shares of Parent Common Stock, of which 3,665,500 shares are issued and outstanding, (b) 200,000 shares of Senior Preferred Stock, of which 1,000 shares are issued and outstanding and (c) 6,200,000 shares of Series B Preferred Stock, of which 100,000 shares are issued and outstanding. Set forth on Schedule XI hereto, is a complete and accurate list of all Persons who own any shares of Parent Common Stock, Senior Preferred Stock or Series B Preferred Stock as of the Initial Borrowing Date, showing opposite such Person's name the class of stock owned by such Person, the number of shares owned by such Person and the percentage of the outstanding shares of that class of stock owned by such Person. As of the Initial Borrowing Date, all of the shares of stock described on Schedule XI hereto are owned by the Persons listed on such Schedule free and clear of all Liens. On the Initial Borrowing Date, the authorized capital stock of the Borrower consists of 1,000 shares of common stock, $.01 par value per share (the "Borrower Common Stock"), of which 100 shares are issued and outstanding and all of which shares of Borrower Common Stock are owned by the Parent, free and clear of all Liens, except those created under the Credit Documents. All of such outstanding shares have been duly and validly issued, are fully paid and nonassessable and are free of preemptive rights. On the Effective Date, neither the Parent nor any of its Subsidiaries has outstanding any securities convertible into or exchangeable for its capital stock or outstanding any rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, its capital stock other than pursuant to the New Incentive Stock Option Plan and the Stockholders Agreement, each as in effect on the date hereof.
Clause type: payment
 Subject to compliance with the terms and conditions of this Warrant and applicable securities laws, this Warrant may be exercised, in whole or in part at any time or from time to time after the Effective Date, and on or before the Expiration Date by the delivery (including, without limitation, delivery by facsimile) of the form of Notice of Exercise attached hereto as EXHIBIT 1 (the "NOTICE OF EXERCISE"), duly executed by the Holder, at the principal office of the Company, and as soon as practicable after such date, surrendering
Clause type: loans
 In the event the capital needs of the Company exceed the capital contributions provided by section 2.1, the Member may, but shall not be required to, loan additional monies to the Company in amounts and on terms and conditions to be agreed upon by the Company and the Member. The Company may also borrow money for its capital needs from any third parties in amounts and on terms and conditions determined by the Member.
Clause type: financing
 Purchaser has, and will have available to it upon the consummation of the Offer, sufficient funds to consummate the transactions contemplated by this Agreement, including payment in full for all Shares validly tendered into the Offer or outstanding at the Effective Time (and all related fees and expenses), subject to the terms and conditions of the Offer and this Agreement.
Clause type: dividends
 Subject to any applicable provisions of law and the Certificate of Incorporation, dividends upon the shares of the Corporation may be declared by the Board of Directors at any regular or special meeting of the Board of Directors and any such dividend may be paid in cash, property, or shares of the Corporation's Capital Stock. A member of the Board of Directors, or a member of any Committee designated by the Board of Directors shall be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or Committees of the Board of Directors, or by any other person as to matters the Director reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, as to the value and amount of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid. [Sections 172, 173.]
Clause type: confidentiality
A party may obtain proprietary, non-public information concerning the other party ("Confidential Information") during the term of this Agreement. Each party shall keep the other party's Confidential Information confidential and shall not use such information in any manner except as required to perform its obligations hereunder. In no event shall the following information be deemed a disclosing party's Confidential Information: (a) information that is or becomes generally available to the public other than as a result of disclosure by the receiving party; (b) information that was within the receiving party's possession prior to its being furnished by the disclosing party; (c) information that becomes available to the receiving party from a third party who is not, to the receiving party's knowledge, bound by an obligation of confidentiality to the disclosing party and (d) information that is independently developed by the receiving party without the receiving party violating its obligations under this agreement. Notwithstanding the above, a receiving party may disclose the disclosing party's confidential Information to the receiving party's existing and potential affiliates and its and their respective employees, agents, advisors, directors and officers (collectively, "Representatives"), provided, however, such Representatives are made aware of this Agreement and agree to comply with the terms of this Agreement as if they were parties hereto. Any misuse or disclosure by a party's Representative not permitted by this Agreement shall be deemed a breach of this Agreement by such party. Each party acknowledges that a breach of this Section would cause permanent and irreparable damage for which money damages would be an inadequate remedy. Therefore, each party shall be entitled to seek equitable relief in the event of any breach of the provisions of this Section in addition to all other remedies available at law or in equity.
Clause type: indemnification
The Contractor shall protect, indemnify and hold harmless NYSERDA and the State of New York from and against all liabilities, losses, claims, damages, judgments, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by or asserted against NYSERDA or the State of New York resulting from, arising out of or relating to Contractor’s or its Subcontractors’ performance of this Agreement. The obligations of the Contractor under this Article shall survive any expiration or termination of this Agreement, and shall not be limited by any enumeration herein of required insurance coverage.
Clause type: termination
The employment of the Executive hereunder shall automatically terminate at the end of the Employment Term. The employment of the Executive hereunder and the Employment Term may also be terminated at any time by the Company with or without Cause. For purposes of this Agreement, "Cause" shall mean: (i) embezzlement, theft or misappropriation by the Executive of any property of the Company or its subsidiaries or affiliates; (ii) any breach by the Executive of the Executive's covenants under Section 5; (iii) any breach by the Executive of any other material provision of this Agreement which breach is not cured, to the extent susceptible to cure, within fourteen (14) days after the Company has given notice to the Executive describing such breach; (iv) misconduct in the discharge of the Executive's duties (after receiving written notice from the Board specifying the manner in which he is alleged to have failed properly to discharge his duties and having had the opportunity to cure such failure within thirty (30) days from receipt of such notice); (v) any act by the Executive constituting a felony or otherwise involving theft, fraud, dishonesty or misrepresentation; (vi) the Executive's breach of his fiduciary obligations to the Company or its parent or subsidiaries; or (vii) any chemical or alcohol dependence by the Executive which adversely affects the performance of his duties and responsibilities to the Company or its parent or subsidiaries. If, after the expiration of any applicable cure period, the Company asserts that grounds exist for termination with Cause, it shall so notify the Executive and within fifteen (15) days shall afford the Executive a hearing before the Board regarding any disputed facts. The Board shall make a determination regarding the existence of "Cause" upon completion of such hearing; provided, however, that any determination that Cause exists shall require the affirmative vote of two-thirds of the Directors other than the Executive. If any such determination remains pending after such fifteen (15) day period, the Company shall be entitled to suspend (with pay and benefits) the Executive's duties pending determination of the existence of Cause. Any determination or decision as to "Cause" must be made in good faith and must be reasonable given the relevant facts and circumstances. The employment of the Executive may also be terminated at any time by the Executive by notice of resignation delivered to the Company not less than ninety (90...
Clause type: interest
 (a) The Loans comprising each ABR Borrowing (including each Swingline Loan to the U.S. Borrower) shall bear interest at the ABR plus the Applicable Margin, the Loans comprising each U.S. Base Rate Borrowing shall bear interest at the U.S. Base Rate plus the Applicable Margin, the Loans comprising each Canadian Base Rate Borrowing shall bear interest at the Canadian Base Rate plus the Applicable Margin and the Loans comprising each other Base Rate Borrowing (including each Swingline Loan to the Dutch Borrower or a U.K. Borrower) shall bear interest at the applicable Base Rate plus the Applicable Margin.
Clause type: definitions
Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:
Clause type: whereas
the Company is engaged in a public offering (“Public Offering”) of up to 28,750,000 units (including 3,750,000 units which may be issued pursuant to an overallotment option granted to the underwriters of the Public Offering), each unit (the “Units”) comprised of one share of common stock of the Company, par value $0.0001 (“Common Stock”), and one-half of one warrant, where each whole warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described herein, and, in connection therewith, will issue and deliver up to 14,375,000 warrants (the “Public Warrants”) to the public investors in connection with the Public Offering; and
Clause type: confidentiality
5.1 Each party shall keep confidential all the content of this Agreement. Without the prior consent of all parties, no party shall disclose any content of this Agreement to any other party or make any public announcements with respect to any content of this Agreement. Notwithstanding the forgoing provisions of this Article 5, the following disclosure shall be permitted: (i) disclosure made pursuant to any applicable laws or any rules of any stock exchange of US, PRC or relevant countries; (ii) disclosure of information which has become public information other than due to any breach by the disclosing party; or (iii) disclosure to any party’s shareholders, legal counsel, accountants, financial advisors or other professional advisors who bear the obligation of confidentiality to such party.
Clause type: counterparts
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
Clause type: loans
 Each Loan which is a Eurodollar Loan shall bear interest ----- on the principal amount thereof from time to time outstanding from the date of such Loan until such principal amount becomes due, at a rate per annum equal to the Eurodollar Rate for the Interest Period in effect for such Loan plus the Applicable Eurodollar Rate Margin. Interest shall accrue from and include the first date of an Interest Period, but exclude the last day of such Interest Period. Each Loan which is a Base Rate Loan shall bear interest on the principal amount thereof from time to time outstanding from the date of such Loan, until such principal amount becomes due, at a rate per annum equal to the Base Rate plus the Applicable Base Rate Margin.
Clause type: insurance
The Borrower and its Subsidiaries maintain with financially sound and reputable insurance companies insurance on their Property in such amounts and covering such risks as is consistent with sound business practice.
Clause type: investment-company-act
 (a) The Company has elected to be regulated as a “business development company” within the meaning of the Investment Company Act.
Clause type: indemnification
4.1. The Company will indemnify and hold harmless the Dealer Manager, its officers and directors and each person, if any, who controls the Dealer Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) from and against any losses, claims, damages or liabilities, joint or several, to which the Dealer Manager, its officers and directors, or such controlling person may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in (i) any Registration Statement (including the Prospectus as a part thereof), (ii) any Authorized Sales Materials (when read in conjunction with the Prospectus), or (iii) any blue sky application or other document executed by the Company or on its behalf specifically for the purpose of qualifying any or all of the Shares for sale under the securities laws of any jurisdiction or based upon written information furnished by the Company under the securities laws thereof (any such application, document or information being hereinafter called a “Blue Sky Application”), or (b) the omission or alleged omission to state in the Registration Statement (including the Prospectus as a part thereof), Authorized Sales Materials (when read in conjunction with the Prospectus), or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading. The Company will reimburse the Dealer Manager, and its officers and directors and controlling persons, for any reasonable legal or other reasonable expenses incurred by the Dealer Manager, its officers and directors and controlling persons, in connection with investigating or defending such loss, claim, damage, liability or action; provided that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Dealer Manager specifically for use in the preparation of the Registration Statement, the Prospectus, such Authorized Sales Materials, or any such Blue Sky Application; and further...
Clause type: now
THEREFORE in consideration of the premises and the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
Clause type: definitions
The following terms have the meanings specified or referred to in this Article I:
Clause type: entire
Agreement. This Agreement and any agreement, document or instrument attached hereto or referred to herein integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral negotiations and prior writings in respect to the subject matter hereof. In the event of any conflict between the terms, conditions and provisions of this Agreement and any such agreement, document or instrument, the terms, conditions and provisions of this Agreement shall prevail.
Clause type: definitions
To the extent not defined herein, capitalized terms shall have the same meaning as in the Program.
Clause type: compensation
 The Member shall not be entitled to compensation for actions taken on behalf of the Company; however, the Member shall be reimbursed for all reasonable expenses incurred on behalf of the Company.
Clause type: compensation
 Prior to a Change in Control (as defined in Section 6(b)), any question regarding salary, bonus and other compensation payable to Executive pursuant to this Agreement shall be determined by the Compensation Committee in its discretion exercised in good faith.
Clause type: governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws provisions thereof.