bhaskrr/legal-clauses huggingface dataset:
Clause type: capitalization
 As of the date hereof, the authorized capital stock of the Company consists of: (i) 500,000,000 shares of Common Stock, $0.001 par value per share, of which 103,148,375 shares are issued and outstanding; and (ii) 10,000,000 shares of Preferred Stock, $0.001 par value per share, of which no shares are issued and outstanding; no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note and three (3) prior convertible promissory notes in favor of the Buyer: (a) prior convertible promissory note in favor of the Buyer dated November 14, 2011 in the amount of $35,000.00 for which 14,000,000 shares of common stock are presently reserved; (b) prior convertible promissory note in favor of the Buyer dated December 20, 2011 in the amount of $35,000.00 for which 14,650,000 shares of common stock are presently reserved and (c) prior convertible promissory note in favor of the Buyer dated March 5, 2012 in the amount of $30,000.00 for which 8,333,333 shares of common stock are presently reserved exercisable for, or convertible into or exchangeable for shares of Common Stock and 25,200,000 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company ...
Clause type: definitions
Except as otherwise specified herein, the following terms have the respective meanings set forth below for all purposes of this Indenture.
Clause type: esop
 “ESOP” shall mean the employee stock ownership plan portion of this Plan.
Clause type: representations
and Warranties. The representations and warranties of Marigold in Section 3.2(a) and Section 3.2(b) (solely with respect to the first two sentences thereof) that (i) are not made as of a specific date shall be true and correct in all respects as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct in all respects as of such date, except, in either case, for inaccuracies that are not reasonably expected to result in additional cost, expense or liability to Marigold, Montage and their Affiliates, individually or in the aggregate, that is more than $2,000,000. The representations and warranties of Marigold in Section 3.1(a), Section 3.3(a) and Section 3.6 that (i) are not made as of a specific date shall be true and correct in all material respects as of the Closing Date, as though made on and as of the Closing Date, and (ii) are made as of a specific date shall be true and correct in all material respects as of such date. All of the other representations and warranties of Marigold contained in Article III of this Agreement that (i) are not made as of a specific date shall be true and correct as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct as of such date, in each case, except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties), individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Marigold; and Montage shall have received a certificate signed on behalf of Marigold by the Chief Executive Officer or the Chief Financial Officer of Marigold to the foregoing effect.
Clause type: entire
Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and there are no representations, covenants, or other agreements except as stated or referred to herein.
Clause type: assignment
Neither this Agreement nor any of the rights, interests or obligations of either party may be assigned by either party hereto without the prior written consent of the other party, and any purported assignment in contravention of this Section 12.2 shall be void.
Clause type: termination
In the event that either party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated.
Clause type: interest
 In the event the obligation of Company to pay interest on the principal balance of the Notes is or becomes in excess of the maximum interest rate which Company is permitted by law to contract or agree to pay, giving due consideration to the execution date of this Agreement, then, in that event, the rate of interest applicable with respect to such Bank's Percentage shall be deemed to be immediately reduced to such maximum rate and all previous payments in excess of the maximum rate shall be deemed to have been payments in reduction of principal and not of interest.
Clause type: esop
 None of the execution, delivery and performance of this Agreement, or the consummation of the transactions, contemplated hereby shall violate or conflict with any governing document of the ESOP, any contract, agreement or other arrangement binding upon the ESOP or its assets or any statute, regulation or other provision of law applicable to the ESOP in any material respect. During the five years preceding the date hereof, there has not been any action, suit, proceeding, investigation, audit, or order against or affecting the ESOP at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. The ESOP is not subject to or bound by any outstanding orders, judgments or decrees of any court or governmental entity.
Clause type: investment-company-act
 None of the MLP Group Entities is an “investment company” or an entity “controlled” by an “investment company”, as such terms are defined in the Investment Company Act of 1940 (the “Investment Company Act”).
Clause type: now
THEREFORE in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, the parties hereto agree that the Credit Enhancement Agreement is hereby amended and restated in its entirety as follows:
Clause type: interest
 All interest which may accrue and be payable as a result of the Fund's activities;
Clause type: investment-company-act
 None of the Borrowers is subject to regulation under the Investment Company Act of l940, as amended.
Clause type: investment-company-act
 The Borrower is not an “investment company” as that term is defined in, and is not otherwise subject to regulation under, the Investment Company Act of 1940, as amended.
Clause type: investment-company-act
 The Borrower is not (i) required to register as an “Investment Company” or (ii) “controlled” by an “Investment Company”, under (and as to each such term, as defined in) the Investment Company Act.
Clause type: insurance
(a) Debtors shall, at their own expense, maintain insurance with respect to the Collateral in such amounts, against such risks, in such form and with such insurers, as shall be reasonably satisfactory to Lender from time to time. Debtors shall ensure that the Collateral is, and remains, insured against loss by fire and other casualty. Each policy for property damage insurance shall provide for all losses to be paid to Lender as holder of the security interest created hereby, subject to the priority rights, if any, of the holders of the Senior Liens. Each such policy shall in addition (i) contain the agreement (if available) by the insurer that any loss thereunder shall be payable to Lender notwithstanding any action, inaction or breach of representation or warranty by Debtors, subject to the priority rights, if any, of the holders of the Senior Liens, (ii) provide that there shall be no recourse against Lender for payment of premiums or other amounts with respect thereto, and (iii) provide that at least 10 days prior written notice of cancellation or of lapse shall be given to Lender by the insurer. Debtors shall, if so requested by Lender, deliver to Lender original or duplicate policies of such insurance and, as often as Lender may reasonably request, a report of a reputable insurance broker selected by Debtors with respect to such insurance. Further, Debtors shall, at the request of Lender, duly execute and deliver instruments of assignment of such insurance policies to comply with the foregoing requirements and cause the respective insurers to acknowledge notice of such assignment.
Clause type: capitalization
 The number of shares and type of all authorized, issued and outstanding capital stock, options and other securities of the Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) is set forth in Schedule 3.1(f). All outstanding shares of capital stock are duly authorized, validly issued, fully paid and nonassessable and have been issued in compliance with all applicable securities laws. Except as disclosed in Schedule 3.1(f), there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. There are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) and the issue and sale of the Securities (including the Underlying Shares) will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. To the knowledge of the Company, except as specifically disclosed in Schedule 3.1(f), no Person or group of related Persons beneficially owns (as determined pursuant to Rule 13d-3 under the Exchange Act), or has the right to acquire, by agreement with or by obligation binding upon the Company, beneficial ownership of in excess of 5% of the outstanding Common Stock, ignoring for such purposes any limitation on the number of shares of Common Stock that may be owned at any single time.
Clause type: assignment
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.
Clause type: ownership_of_shares
 None of the Purchaser or its Affiliates Beneficially Own any shares of Company Common Stock (without giving effect to the issuance of the Acquired Shares) other than any shares of Company Common Stock that may be Beneficially Owned by managing directors, officers or other employees of any member of the H.I.G. Group.
Clause type: vesting
 The Restricted Stock Units covered by this Agreement shall vest 22.5% on , 22.5% on , 22.5% on , 16.25% on , and 16.25% on , provided that, Grantee is still employed by the Company (or any Parent or Subsidiary) on such vesting date. The payment of Restricted Stock Units may be deferred under the terms of a deferred compensation plan of the Company, if any, in which the Grantee participates. The Restricted Stock Units shall immediately vest with respect to 100% of the Restricted Stock Units covered by this Agreement upon the occurrence of any of the following events: (a) the Grantee’s death, separation from employment due to Disability, termination of employment by the Company without Cause provided that the Grantee’s employment agreement with the Company provides for a termination of employment by the Company without Cause (as defined in such employment agreement), or termination of employment by the Grantee for Good Reason provided
Clause type: entire
Agreement. This Agreement, together with all exhibits attached hereto, constitutes the entire Agreement between the Parties relating to the subject matter hereof and it supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the Parties relating to the subject matter hereof, and there are no warranties, representations or other agreements between the Parties in connection with the subject matter hereof except as specifically set forth in, or contemplated by, this Agreement.
Clause type: loans
 EUA shall not, nor shall it permit its Subsidiaries or affiliates to, loan money to non-affiliates or to its non-utility Subsidiaries.
Clause type: taxes
 Pay and discharge (i) all federal and other material taxes, fees, assessments and governmental charges or levies imposed upon it or upon its properties or assets prior to the date on which penalties attach thereto, and all lawful claims for labor, materials and supplies which, if unpaid, might become a Lien upon any of its properties or assets, except to the extent such taxes, fees, assessments or governmental charges or levies, or such claims, are being contested in good faith by appropriate proceedings and are adequately reserved against in accordance with GAAP; and (ii) all other lawful claims which, if unpaid, would by law become a Lien upon its property not constituting a Permitted Lien.
Clause type: interest
 Simple interest shall accrue at the rate of ten -------- percent (10%) per annum on the principal of this Note outstanding during the period beginning the date of this Note and ending on the date that the principal amount of this Note is repaid. Interest shall be calculated on the basis of a 365-day year for the actual number of days elapsed. Accrued interest shall be payable in cash annually on the anniversary date of this note; provided however, that in the event the accrued interest on this Note together with the aggregate accrued interest on all outstanding notes issued pursuant to the Purchase Agreement and pursuant to the Loan Agreement (such notes collectively being hereinafter referred to as the "Imagin Notes") exceeds 50% of the Company's ------------ Operating Cash Flow during the twelve month period ending on the last completed calendar quarter which preceded the interest payment date by at least 60 days ("50% of cash flow"), at the Company's option, the accrued interest shall be ------------------- payable (i) in cash pro-rata among the Imagin Notes up to an aggregate amount equal to 50% of cash flow, and (ii) by issuance to Holder of a new note identical in form to this Note and in an amount equal to the accrued interest not otherwise paid in cash. In the event that a payment date falls on a non-Business Day, payment shall be made on the next Business Day, while taking into account such extra days in calculating the accrued interest. In the event of an earlier conversion, acceleration or payment of the Note, interest shall be payable in cash on such date.
Clause type: severability
If any provision in this Coordination Agreement shall be invalid, illegal or unenforceable, such provision shall be deemed severable from the remaining provisions of this Coordination Agreement and shall in no way affect the validity or enforceability of such other provisions of this Coordination Agreement.
Clause type: interest
 7.1 Interest will accrue daily, in Chinese Renminbi, on all Chinese Renminbi balances in the Interest Account only and will be credited monthly by the Bank, in Chinese Renminbi, to the Non-Interest Account. No interest will be earned on balances in the Non-Interest Account. The Bank will endeavour at all times to pay a competitive interest rate on all Chinese Renminbi balances in the Interest Account. As of the date of this Agreement, the Bank has agreed to pay interest at an annual nominal rate equal to 10 basis points. The Bank may change the rate based upon changes in market conditions or the Bank’s liquidity needs. The Bank will notify the Customer of the interest rate applied on each Bank business day after the close of the Bank business day. The Bank will endeavour to provide to the Customer advance notice whenever the Bank intends to change the interest rate on the Interest Account, except where there are unforeseen changes in conditions or significant changes in the Trust’s balances in the Interest Account. If the Bank at any time pays an interest rate on the Interest Account that the Customer believes inconsistent with the terms of this Agreement, the Customer’s sole recourse will be to withdraw the Chinese Renminbi balance from the Accounts, terminate this Agreement and close the Accounts.
Clause type: whereas
it has been determined under the Plan that it would be in the best interests of the Company to grant the Restricted Stock Units (“RSUs”) provided herein to the Participant.
Clause type: interest
 All Loans and all other monetary Obligations shall bear interest at the interest rate shown on the Schedule. Accrued interest shall be payable monthly, on the last day of the month, and shall be charged to Borrower’s loan account (and, if unpaid, the same shall thereafter bear interest at the same rate as the other Loans).
Clause type: investments
 The Seller does not own or hold directly or indirectly, any capital stock or equity security of, or any equity interest in, any Person.
Clause type: compensation
 For the satisfactory performance of the professional services described in Exhibit “B”, the City agrees to compensate CONSULTANT on the basis set forth in Exhibit “B”, Fee Estimate, which is attached hereto. It is mutually understood and agreed that compensation for the services will be in an amount not to exceed $35,000 for the specified services. CONSULTANT shall submit invoices for services rendered of the defined services. CITY shall make payments in the amount shown by CONSULTANT approved invoices and other documentation submitted within thirty (30) days of receiving such invoice. Nothing contained in this Agreement shall require CITY to pay for any work that is unsatisfactory as determined by CITY or which is not submitted in compliance with the terms of this Agreement. CITY will not be required to make any payments to CONSULTANT when CONSULTANT is in default under this Agreement, nor shall this paragraph constitute a waiver of any right, at law or in equity, which CITY may have if CONSULTANT is in default, including the right to bring legal action for damages or for specific performance of this Agreement. Waiver of any default under this Agreement shall not be deemed a waiver of any subsequent default. CONSULTANT will fully comply with any and all applicable federal, state and local laws relating to income reporting, including but not limited to Internal Revenue Service Reports.
Clause type: investment-company-act
 Neither HARTMAN XX nor any HARTMAN XX Subsidiary is required to be registered as an investment company under the Investment Company Act of 1940, as amended.
Clause type: definitions
(a) As used herein, the following terms have the following meanings:
Clause type: severability
The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.
Clause type: interest
 Any late Rent shall bear interest from the date due until paid at the rate equal to the Prime Rate plus four percent (4%) per annum except to the extent such interest would cause the total interest to be in excess of that legally permitted. The “Prime Rate” shall mean the prime lending rate per annum published in the Wall Street Journal from time to time. Payment of interest shall not cure Tenant’s payment default or prevent Landlord from exercising other rights and remedies.
Clause type: compensation
 (a) During the Term, Employee shall be entitled to (i) receive a base salary of $400,000 per annum or such other higher rate as the Board may designate from time to time (the “Base Salary”), which shall be payable in regular installments in accordance with the Company’s general payroll practices and shall be subject to customary withholding and (ii) participate in all benefit plans, including medical, dental, retirement, short- and long-term disability and other such plans established by the Company from time to time for executives or employees of the Company generally. In addition, Employee shall be eligible to receive an annual target bonus equal to sixty percent (60%) of Base Salary with the actual amount of any bonus based on achieving the Company’s business and financial objectives as determined by the Board or the compensation committee thereof (if any) for the Company’s fiscal year. If the Company’s fiscal year is the calendar year, such bonus shall be paid in the calendar year following the fiscal year to which the bonus relates, and all such payments shall be completed by March 15 of the payment year. If the Company’s fiscal year is other than a calendar year, all such payments shall be completed by December 31 of the calendar year in which the Company’s fiscal year ends.
Clause type: termination
7.1. This Addendum shall stand automatically terminated and shall cease to have effect immediately upon termination or expiry of the Agreement in accordance with its terms.
Clause type: ownership_of_shares
 (a) The Company Shares represent all of the issued and outstanding shares of Company Common Stock;