bhaskrr/legal-clauses huggingface dataset:
Clause type: capitalization
 (a) The authorized capital shares of Seller consists of (a) 100,000,000 Seller Common Shares, of which 2,270,750 shares are issued and outstanding and 270,501 shares are held in treasury, 437,965 shares are reserved for issuance under outstanding Seller Options, 45,836 shares are reserved for issuance under outstanding Non-Plan Options and 92,215 shares are reserved for issuance under the Seller Warrants and (b) 5,000,000 shares of preferred stock, par value $0.001 per share (the “Seller Preferred Shares” and together with the Seller Common Shares, the “Seller Shares”), of which no shares are issued and outstanding. All such issued and outstanding Seller Common Shares are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and were issued in compliance with applicable federal and state securities laws. Except for the Seller Options, the Non-Plan Options and the Seller Warrants (all of which are listed in Section 5.3 of the Seller Disclosure Letter), there are not any existing or authorized options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate Seller to issue, transfer or sell any shares of its capital stock. Section 5.3 of the Seller Disclosure Letter sets forth a complete and accurate list of all outstanding Seller Options, Non-Plan Options and Seller Warrants, indicating (A) the holder thereof, (B) the number of Seller Shares subject to each Seller Option, Non-Plan Options and Seller Warrants, (C) the exercise price, date of grant, vesting schedule and expiration date for each Seller Option, Non-Plan Option and Seller Warrant, and (D) any terms regarding the acceleration of vesting, and (iii) all stock option plans and other stock or equity-related plans of the Seller. Section 5.3 of the Seller Disclosure Letter includes a summary of the aggregate Seller Options (and Non-Plan Options) vested as of certain dates specified therein. All Seller Shares that may be issued upon exercise of Seller Options, Non-Plan Options or Seller Warrants, will be (upon issuance in accordance with their terms), duly authorized, validly issued, fully paid, nonassessable and free of all preemptive rights. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Seller. There are no agreements or understandings to which Seller or any Seller Subsidiary is a party or by which they are bound with respect to the voting (inclu...
Clause type: investment-company-act
 The Borrower is not, and is not “controlled by”, an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the Borrower is not relying exclusively on the exemption from the definition of “investment company” afforded by either Section 3(c)(1) or Section 3(c)(7)of the Investment Company Act of 1940, as amended.
Clause type: payment
 At the time of any exercise, the Participant shall pay to the Company the Option Price of the shares as to which this Option is being exercised by delivery of consideration equal to the product of the Option Price and the number of shares purchased, together with any amounts required to be withheld for tax purposes under Section 17(c) of the Plan. Such consideration must be paid before the Company will issue the shares being purchased and must be in a form or a combination of forms acceptable to the Compensation Committee for that purchase, which forms may (but are not required to) include (i) cash; (ii) check or wire transfer; (iii) tendering (either actually or by attestation) shares of Common Stock already owned by the Participant, provided that the shares have been held for the minimum period required by applicable accounting rules to avoid a charge to the Company’s earnings for financial reporting purposes or were not acquired from the Company as compensation; (iv) to the extent permitted by applicable law, Cashless Exercise; or (v) such other consideration as the Compensation Committee may permit in its sole discretion; provided, however, that any Participant may, at any time, exercise any Vested Option (or portion thereof) owned by him pursuant to a Cashless Exercise.
Clause type: financing
 Lessor finances for Lessee, and Lessee finances with Lessor, all of the property ("Equipment") described below or in Schedule A-1 attached hereto (and Lessee represents that all Equipment is new unless specifically identified as used):
Clause type: compensation
 For all services which employee may render to the Bank during the term hereof, the Bank shall pay to employee, subject to such deductions as may be required by law:
Clause type: capitalization
 The authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, par value of $0.001, of which 27,231,988 shares were outstanding as of November 30, 2001 and 5,000,000 shares of Preferred Stock, par value of $0.001, 865,200 of which have been designated Series A Preferred Stock, of which no shares are outstanding on the date hereof. Except as set forth in Schedule 3.2 hereto, there are no existing options, warrants, calls, preemptive (or similar) rights, subscriptions or other rights, agreements, arrangements or commitments of any character obligating the Company to issue, transfer or sell, or cause to be issued, transferred or sold, any shares of the capital stock of the Company or other equity interests in the Company or any securities convertible into or exchangeable for such shares of capital stock or other equity interests, and there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of its capital stock or other equity interests.
Clause type: taxes
 The Company has prepared and filed all appropriate tax returns for all periods prior to and through the date hereof for which any such returns have been required to be filed by it and has paid all taxes shown to be due by said returns or on any assessments received by it or has made adequate provision for the payment thereof.
Clause type: investment-company-act
 No member of the Leo Group is an “investment company” as such term is defined under the Investment Company Act of 1940, as amended.
Clause type: payment
 The payment of the Purchase Price shall be determined by the consultation of Party A and/or the Designated Persons with the Transferor according to the applicable laws at the time of exercise of the Option.
Clause type: base-salary
 The base salary payable to Employee shall be $125,000 per year, payable on a regular basis in accordance with VPI's standard payroll procedures but not less than monthly.
Clause type: loans
 (a) If at any time in the opinion of the Members, the Company’s revenues and funds are not sufficient to satisfy the obligations and liabilities of the Company or to preserve, protect and develop the property of the Company, the Members may arrange for the Company to borrow such required funds from a third party on such terms and conditions as the Members deem advisable, provided that:
Clause type: whereas
pursuant to the Underwriting Agreement, a portion of the Property equal to $7,000,000, or $8,050,000 if the Underwriters’ over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters upon and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred Discount”); and
Clause type: payment
 Invoices shall be rendered to the Interconnection Customer at the address specified in Appendix F. The Interconnection Customer shall pay, or Participating TO shall refund, the amounts due within thirty (30) Calendar Days of the Interconnection Customer’s receipt of the invoice. All payments shall be made in immediately available funds payable to the Interconnection Customer or Participating TO, or by wire transfer to a bank named and account designated by the invoicing Interconnection Customer or Participating TO. Payment of invoices by any Party will not constitute a waiver of any rights or claims any Party may have under this LGIA.
Clause type: taxes
 22. The Lessee shall be liable for all taxes levied against personal property and trade or business fixtures. The Lessee also agrees to pay, as additional rent, during the term of this Lease and any extensions thereof, all real estate taxes plus the yearly installments of any special assessments which are of record or which may become of record during the term of this Lease, but only if and to the extent they apply to the period covered by the Term of this Lease. Within thirty (30) days after delivery to Lessee of a tax bill or Lessor’s invoice for taxes, Lessee shall pay such taxes to the taxing authority or to Lessor, as instructed by Lessor. If Lessee fails to pay such taxes within such 30-day period, then Lessee shall pay, as additional rent, any late fees, penalties or interest assessed by the taxing authorities, plus interest on such amounts at the rate set forth in paragraph 20 above. If the Premises are a portion of a tax parcel or parcels and this Lease does not cover an entire tax parcel or parcels, the taxes and assessment installments allocated to the Premises shall be pro-rated on a square footage or other equitable basis, as calculated by the Lessor. It is understood and agreed that the Lessee’s obligation under this paragraph will be pro-rated to reflect the commencement and termination dates of this Lease. Notwithstanding anything to the contrary contained in this Lease, Lessee shall have no obligations to pay for any of the following tax or assessment expenses: (a) estate, inheritance, transfer, gift or franchise taxes of Lessor or any federal, state or local income, sales or transfer tax, (b) penalties and interest, other than those attributable to Lessee’s failure to comply timely with its obligations pursuant to this Lease, or (c) any taxes or assessment expenses in excess of the amount which would be payable if such tax or assessment expense were paid in installments over the longest allowable term.
Clause type: payment
 At the Closing, the Purchaser will pay the aggregate purchase price set forth opposite its name on EXHIBIT A hereof by wire transfer of immediately available funds in accordance with the Seller's wire instructions set forth on EXHIBIT B hereto and the Seller will have the respective Shares to be sold by the Seller transferred to the account of the Purchaser or its designees through the Depositary Trust Company's Deposits and Withdrawal at Custodian ("DWAC") program and direct the Company's transfer agent to reflect such transfer in the records of the Company on the Closing Date or the immediately next succeeding Business Day.
Clause type: payment_terms
 Subject to the provisions of paragraph 1 of this Part 2, the Commissioner shall make payment to the Supplier, usually by cheque, within 30 days of Receipt of a valid invoice.
Clause type: base-salary
 Executive’s initial base salary shall be $500,000 per annum (pro-rated for partial calendar years), payable in equal bi-monthly installments (as in effect from time to time, the “Base Salary”). In subsequent years of the Term, the Base Salary shall be subject to annual review and adjustment from time to time by the compensation committee of the Company’s board of directors (the “Compensation Committee”), taking into account such factors as the Compensation Committee deems appropriate, including but not limited to the salaries of executive officers having similar titles and performing similar functions at comparable companies.
Clause type: investment-company-act
 Neither Borrower nor any of its Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.
Clause type: now
THEREFORE in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Clause type: insurance
5.6.1 Each Party shall at all times during the term of this Agreement, at its own cost and expense, carry and maintain the insurance coverage listed below with insurers having a "Best's" rating of A-VII with respect to liability arising from that Party's operations for which that Party has assumed legal responsibility in this Agreement. If either Party or its parent company has assets equal to or exceeding ten billion dollars ($10,000,000,000), that Party may utilize an Affiliate captive insurance company in lieu of a "Best's" rated insurer. To the extent that the parent company of a Party is relied upon to meet the ten billion dollar ($10,000,000,000) asset threshold, such parent shall be responsible for the insurance obligations contained in this Section 5.6.1, to the extent its affiliated Party fails to meet such obligations.
Clause type: miscellaneous
This Agreement supersedes all prior agreements and understandings relating to the subject matter hereof. Neither this Agreement nor any term hereof may be waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the waiver, discharge or termination is sought.
Clause type: ownership_of_shares
 The Stockholders represent and warrant that they beneficially own or control the voting of more than 50% of the outstanding common stock of the company on the date of this Voting Agreement. Such shares, including any and all additional shares of Common Stock of the Company acquired by any of the Stockholders are referred to herein as the "Shares". In addition, Mobley and Timmons represent and warrant that they are members of the Board of Directors of the Company.
Clause type: capitalization
 The authorized capital stock of the Company consists -------------- of 60,000,000 shares of Common Stock, of which 8,430,000 shares are issued and outstanding as of the date of this Agreement, and 38,000,000 shares of Preferred Stock, of which 300,000 are designated Series A Preferred, all of which are issued and outstanding, 700,000 are designated Series A1 Preferred, all of which are issued and outstanding, 6,800,000 are designated Series B Preferred, 6,589,570 of which 13,500,000 are issued and outstanding, 3,000,000 are designated Series C Preferred, 769,230 of which are issued and outstanding, and 25,000,000 shares are designated Series D Preferred, of which are issued and outstanding. The outstanding shares have been duly authorized and validly issued in compliance with applicable laws, and are fully paid and nonassessable. The Company has reserved (a) 1,500,000 shares of Series D Preferred for issuance hereunder, (b) 35,800,000 shares of Common Stock for issuance upon conversion of the Series A Preferred, Series A1 Preferred, Series B Preferred, the Series C Preferred and Series D Preferred, (c) 1,450,000 shares of its Common Stock for issuance to employees, consultants and directors pursuant to its 1996A Stock Option Plan, of which options to purchase 1,450,000 shares of Common Stock have been exercised subject to restricted stock purchase agreements, and (d) 3,650,000 shares of its Common Stock for issuance to employees, consultants and directors pursuant to its 1996 Stock Option Plan. The Common Stock, the Series A Preferred, the Series A-1 Preferred, the Series B Preferred, the Series C Preferred and the Series D Preferred have the rights, preferences, privileges and restrictions set forth in the Restated Articles. Except as set forth above, there are no options, warrants or other rights to purchase any of the Company's authorized and unissued capital stock.
Clause type: esop
 ESOP" shall mean an employee stock ownership plan sponsored by First Federal and that will buy SHC Common Stock in the Reorganization.
Clause type: shares
 Distributor acts solely as agent for the Fund and Distributor shall have no obligation or responsibility with respect to Dealer's right to purchase or sell Shares in any state or jurisdiction.
Clause type: investment-company-act
 The Company is not required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”), and will not be required to register as an “investment company” under the 1940 Act as a result of the application of the net proceeds of the offering contemplated hereby.
Clause type: base-salary
 The Company agrees to pay, and the Employee agrees to accept, as base compensation for all services to be rendered by the Employee hereunder (including any services as an officer, director, employee or member of any committee of the Company or any of its affiliates), the sum of $210,000 per year (less appropriate deductions) (the "Base Salary"). The Base Salary shall be payable in accordance with the ordinary payroll practices of the Company. During the Employment Term, the Company shall, in good faith, review the Base Salary in accordance with the Company's customary procedures and practices regarding the salaries of similarly situated employees and may, if determined by the Company to be appropriate, increase the Base Salary following such review (it being understood and agreed by the Employee that the Company shall not be obligated to increase the Base Salary), and "Base Salary" for all purposes herein shall be deemed to be a reference to such higher amount.
Clause type: indemnification
None of the Landlord Entities shall be liable and Tenant hereby waives all claims against them for any damage to any property or any injury to any person in or about the Premises or the Building by or from any cause whatsoever (including without limiting the foregoing, rain or water leakage of any character from the roof, windows, walls, basement, pipes, plumbing works or appliances, the Building not being in good condition or repair, gas, fire, oil, electricity or theft), except to the extent caused by or arising from the gross negligence or willful misconduct of Landlord or its agents, employees or contractors. Tenant shall protect, indemnify and hold the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney's fees) incurred by reason of (a) any damage to any property (including but not limited to property of any Landlord Entity) or any injury (including but not limited to death) to any person occurring in, on or about the Premises or the Building to the extent that such injury or damage shall be caused by or arise from any actual or alleged act, neglect, fault, or omission by or of Tenant or any Tenant Entity to meet any standards imposed by any duty with respect to the injury or damage; (b) the conduct or management of any work or thing whatsoever done by the Tenant in or about the Premises or from transactions of the Tenant concerning the Premises; (c) Tenant's failure to comply with any and all governmental laws, ordinances and regulations applicable to the condition or use of the Premises or its occupancy; or (d) any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of the Tenant to be performed pursuant to this Lease. The provisions of this Article shall survive the termination of this Lease with respect to any claims or liability accruing prior to such termination.
Clause type: indemnification
Tenant agrees to protect, indemnify, defend and save harmless Landlord, its directors, officers, shareholders, agents and employees (each an “Indemnitee”) from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage (including punitive but excluding consequential damages) of any kind or nature, including reasonable attorneys’ fees, from any suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with (unless caused by an Indemnitee) this Master Lease, the Premises or the operations of Tenant on any portion of the Premises, including (a) the breach by Tenant of any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, and (c) all known and unknown Environmental Activities on any portion of the Premises, Hazardous Materials Claims or violations by Tenant of a Hazardous Materials Law with respect to any portion of the Premises, except to the extent such Environmental Activities, Hazardous Materials Claims or violations arise out of any negligent or willful act or omission of Landlord or its affiliates, employees or agents. Upon receiving knowledge of any suit, claim or demand asserted by a third party that Landlord believes is covered by this indemnity, it shall promptly give Tenant written notice of such matter. If Landlord does not elect to defend the matter with its own counsel at Tenant’s expense, Tenant shall then defend Landlord at Tenant’s expense (including Landlord’s reasonable attorneys’ fees and costs) with legal counsel reasonably satisfactory to Landlord and Tenant’s insurer. The obligations of Tenant under this Section 19 shall survive any termination, expiration, or rejection in bankruptcy of this Master Lease, but only with respect to matters that arose, occurred, or existed prior to such termination, expiration, or rejection.
Clause type: interest
 All prepayments under this Section 2.02 shall be accompanied by all accrued interest thereon.
Clause type: definitions
1. For purposes of this agreement and any annexes thereto (“Agreement”), the following terms shall have the meanings set forth below:
Clause type: loans
 All of the loans on the books of NBC and the NBC subsidiaries are valid and properly documented and were made in the ordinary course of business. 7.19
Clause type: entire
Agreement. This Agreement sets forth the entire understanding of the parties and supersedes all prior agreements or understandings, whether written or oral, with respect to the subject matter hereof. No terms, conditions or warranties, other than those contained herein, and no amendments or modifications hereto shall be binding unless made in writing and signed by the parties hereto.
Clause type: insurance
Before commencing work on this Agreement the Party must provide certificates of insurance to show that the following minimum coverages are in effect. It is the responsibility of the Party to maintain current certificates of insurance on file with the State through the term of this Agreement. No warranty is made that the coverages and limits listed herein are adequate to cover and protect the interests of the Party for the Party’s operations. These are solely minimums that have been established to protect the interests of the State.
Clause type: compensation
 Each Borrower shall compensate each Lender, upon its written request, for all reasonable losses, expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by the Lender to fund its Eurodollar Loans to such Borrower) which such Lender may sustain:
Clause type: investment-company-act
 None of the Debtors or any of their respective Subsidiaries is, or immediately after giving effect to the consummation of the Restructuring will be, an “investment company” as defined in, or subject to regulation under, the Investment Company Act.