bhaskrr/legal-clauses huggingface dataset:
Clause type: notices
All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and shall be deemed to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the business day of such delivery (as evidenced by the receipt of the personal delivery service), (ii) if mailed certified or registered mail return receipt requested, two (2) business days after being mailed, (iii) if delivered by overnight courier (with all charges having been prepaid), on the business day of such delivery (as evidenced by the receipt of the overnight courier service of recognized standing), or (iv) if delivered by facsimile transmission, on the business day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time, on the next succeeding business day (as evidenced by the printed confirmation of delivery generated by the sending party’s telecopier machine). If any notice, demand, consent, request, instruction or other communication cannot be delivered because of a changed address of which no notice was given (in accordance with this Section 4), or the refusal to accept same, the notice, demand, consent, request, instruction or other communication shall be deemed received on the second business day the notice is sent (as evidenced by a sworn affidavit of the sender). All such notices, demands, consents, requests, instructions and other communications will be sent to the following addresses or facsimile numbers as applicable. Compass Acquisition Corporation c/o Beijing Tsingda Century Investment Consultant of Education Co., Ltd. Address: No. 0620, Yongleyingshiwenhuanan Rd., Yongledian Town, Tongzhou District, Beijing, PR China Tel: 86-10-62690290 Fax: 86-10-63331382 with copies (which shall not constitute notice) to: Ellenoff Grossman & Schole LLP 150 East 42nd Street 11th Floor New York, NY 10017 Attn: Adam Mimeles, Esq. If to any Purchaser: At the address of such Purchaser set forth on Exhibit A to the Securities Purchase Agreement, as the case may be, with copies to Purchaser’s counsel as set forth on such Exhibit A or as specified in writing by such Purchaser. Any party hereto may from time to time change its address for notices by giving at least ten (10) days written notice of such changed address to the other party hereto.
Clause type: governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
Clause type: financing
 VIALOG has or, upon consummation of the Public --------- Offering, will have sufficient funds or available financing to enable the Surviving Corporation to pay the Aggregate Merger Consideration for all Shares of the Company Stock as provided in Sections 2.1(a) and 2.1(d), the consideration for each Option Security and each Convertible Security as provided in Section 2.4, and all fees and expenses related to the Merger and its obligations in connection with the Public Offering.
Clause type: termination
This Agreement shall be subject to termination by notice given by the Representatives to the Company, if (a) after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been materially suspended or materially limited on or by, as the case may be, either of the New York Stock Exchange or the NASDAQ Global Market, (ii) trading of any securities of the Company or United Continental Holdings, Inc. shall have been suspended on any exchange or in any over-the-counter market, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities, (iv) there shall have occurred any attack on, or outbreak or escalation of hostilities or act of terrorism involving, the United States, or any change in financial markets or any calamity or crisis that, in each case, in the judgment of the Representatives, is material and adverse or (v) there shall have occurred any major disruption of settlements of securities or clearance services in the United States that would materially impair settlement and clearance with respect to the Certificates and (b) in the case of any of the events specified in clauses (a)(i) through (v), such event singly or together with any other such event makes it, in the judgment of the Representatives, impracticable to market the Certificates on the terms and in the manner contemplated in the Time of Sale Prospectus.
Clause type: payment
 All payments shall be made in lawful money of the United States of America at such place as the Holder hereof may from time to time designate in writing to the Company. Payment shall be first credited to accrued interest then due and payable, and the remainder shall be applied to the outstanding Principal Amount. The Note may be prepaid in whole or in part from time to time by the Company.
Clause type: taxes
 (a) For the purposes of this Agreement, a "Tax" or, collectively, "
Clause type: counterparts
This contract may be executed in two counterparts which, taken together, shall constitute one and the same document. Either party may enter into this contract by signing either of such counterparts.
Clause type: payment
 City agrees to pay Contractor the amount specified in the Scope of Services. Any alteration or deviation from the described services that involves additional costs above the Agreement amount will be performed by Contractor after written request by the City, and will become an additional charge over and above the amount listed in the Scope of Services. The City must agree in writing upon any additional charges.
Clause type: insurance
The Company may, but is not obligated to, obtain directors' and officers' liability insurance ("D&O Insurance") as may be or become available with respect to which the Indemnitee is named as an insured. Notwithstanding any other provision of this Agreement, the Company shall not be obligated to indemnify the Indemnitee for expenses, judgments, fines or penalties which have been paid directly to the Indemnitee by D&O Insurance. If the Company has D&O Insurance in effect at the time the Company receives from the Indemnitee any notice of the commencement of a Proceeding, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the policy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policy.
Clause type: counterparts
This Agreement may be executed in one or more counterparts (including by means of facsimile or portable document format (pdf) signature pages), with the same force and effect as if each of the signatories had executed the same instrument. This Agreement, to the extent signed and delivered by means of a facsimile machine or electronic transmission in portable document format (pdf), shall be treated in all manner and respects as an original thereof and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any party hereto, the other party shall re-execute original forms hereof and deliver them to the other parties. No party hereto shall raise the use of a facsimile machine or electronic transmission in portable document format (pdf) to deliver a signature or the fact that any signature or document was transmitted or communicated through the use of a facsimile machine or electronic transmission in portable document format (pdf) as a defense to the formation of a contract, and each such party forever waives any such defense.
Clause type: ownership_of_shares
 Except as set forth on Schedule 3.2, Seller is the sole beneficial and record owner of, and has good and marketable title to, all of the Shares, free and clear of all Liens. Upon delivery to Buyer of the certificates, instruments or agreements, as applicable, representing the Shares and payment for the Shares at Closing, Buyer shall have received from Seller, and Seller shall have conveyed to Buyer, good and valid title to the Shares, free and clear of all Liens.
Clause type: governing
Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Clause type: entire
Agreement. This Agreement, the Other Transaction Documents and the Confidentiality Agreement contain the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter.
Clause type: compensation
 (a) For the services described in Section 1 hereof, the Fund, on behalf of each Portfolio, will pay to the Investment Manager promptly after the end of each calendar month, an investment management fee computed at the annual rate applicable to such Portfolio set forth on Schedule A hereto. The fee as computed in accordance with Schedule A shall be based upon the net assets of each Portfolio as to which this Agreement is then effective. The value of the net assets for each Portfolio shall be calculated in accordance with the provisions of the Fund's Prospectus. For purposes of this Agreement, on each day when net asset value is not calculated, the net assets of any Portfolio shall be deemed to be the net assets of such Portfolio as of the close of business on the last day on which net asset value was determined. Except as hereinafter set forth, compensation under this Agreement shall be calculated and accrued daily and the amounts of the daily accruals shall be paid monthly in arrears (i.e., the applicable annual fee rate divided by 365 as applied to each prior day's net assets in order to calculate the daily accrual). If this Agreement becomes effective subsequent to the first day of a month or shall terminate before the last day of a month, compensation for that part of the month this Agreement is in effect shall be prorated in a manner consistent with the calculation of the fees as set forth above.
Clause type: termination
11.1. This Agreement shall terminate with respect to the Accounts, or one, some, or all Portfolios:
Clause type: capitalization
 (a) The Purchaser is authorized to issue 15,000,000 Purchaser Common Shares and 1,000,000 shares of preferred stock, par value $0.0001 per share. The issued and outstanding Purchaser Securities as of the date of this Agreement are set forth on Schedule 3.5(a). All outstanding Purchaser Common Shares are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Purchaser Charter or any Contract to which the Purchaser is a party. None of the outstanding Purchaser Securities has been issued in violation of any applicable securities Laws.
Clause type: indemnification
A. The Client shall indemnify, defend and hold the Distributor, its affiliates and each of their respective members, managers, directors, officers, employees, representatives and any person who controls or previously controlled the Distributor within the meaning of Section 15 of the 1933 Act (collectively, the “Distributor Indemnitees”), free and harmless from and against any and all losses, claims, demands, liabilities, damages and expenses (including the costs of investigating or defending any alleged losses, claims, demands, liabilities, damages or expenses and any reasonable counsel fees incurred in connection therewith) (collectively, “Losses”) that any Distributor Indemnitee may incur under the 1933 Act, the 1934 Act, the 1940 Act any other statute (including Blue Sky laws) or any rule or regulation thereunder, or under common law or otherwise, arising out of or relating to (i) the Distributor serving as distributor of the Funds pursuant to this Agreement; (ii) the Client’s breach of any of its obligations, representations, warranties or covenants contained in this Agreement; (iii) the Client’s failure to comply with any applicable securities laws or regulations; or (iv) any claim that the Registration Statement, Prospectus, shareholder reports, sales literature and advertising materials or other information filed or made public by the Client (as from time to time amended) include or included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading under the 1933 Act, or any other statute or the common law any violation of any rule of FINRA or of the SEC or any other jurisdiction wherein Shares of the Funds are sold, provided, however, that the Client’s obligation to indemnify any of the Distributor Indemnitees shall not be deemed to cover any Losses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, Prospectus, annual or interim report, or any such advertising materials or sales literature in reliance upon and in conformity with information relating to the Distributor and furnished to the Client or its counsel by the Distributor in writing and acknowledging the purpose of its use. In no event shall anything contained herein be so construed as to protect the Distributor against any liability to the Client or its shareholders to which the Distributor would o...
Clause type: governing
Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (EXCLUDING ITS CONFLICT-OF-LAWS RULES).
Clause type: ownership_of_shares
 The Stockholder (i) is the Beneficial Owner of the shares of Company Common Stock (including options and/or warrants to purchase shares of Company Common Stock and shares of Company Common Stock issuable upon the exercise of such options and/or warrants) and Company Series A Preferred Stock as indicated under the name of such Stockholder on the signature page of this Agreement, all of which are free and clear of any Liens (except any Liens arising hereunder), and (ii) as of the date hereof, does not own, beneficially or otherwise, any shares of Company Common Stock (including options and/or warrants to purchase shares of Company Common Stock and shares of Company Common Stock issuable upon the exercise of such options and/or warrants) or shares of Company Series A Preferred Stock other than as indicated under the name of such Stockholder on the signature page of this Agreement. The Shares Beneficially Owned by such Stockholder are and will be at all times up until the Expiration Date free and clear of any Liens, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on the Stockholder's voting rights and other encumbrances of any nature that would adversely affect the Merger or the exercise or fulfillment of the rights and obligations of the Company under the Merger Agreement or of the parties to this Agreement. The Stockholder's principal residence or place of business is set forth under the name of such Stockholder on the signature page hereto.
Clause type: base-salary
 Executive shall receive an annual base salary of $650,000 ("Base Salary"), which shall be paid in accordance with the customary payroll practices of Panamco, but in no event less frequently than monthly. During the Term, the Executive's Base Salary shall be reviewed at least annually by the Compensation Committee of the Board ("Compensation Committee") and may be increased from time to time as shall be determined by the Compensation Committee. After any such increase, the term "Base Salary" as utilized in this Agreement shall thereafter refer to the increased amount. Base Salary shall not be reduced at any time without the express written consent of the Executive.
Clause type: ownership_of_shares
 Such Stockholder is the record and beneficial owner of the Shares set forth on the page immediately following the signature pages hereof opposite such Stockholder's name, free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Shares).
Clause type: board
 (a) Initial Board of Directors; Designated Directors. The initial Board of Directors shall consist of the following members: Dr. Nathan Rubin Mr. J. Marvin Feigenbaum Mr. Matthew S. Barrett Mr. David Sterling Mr. William J. Begley Each of such director shall hold office until the next annual or special meeting called on or after the date one year from the date hereof for the purpose of electing directors in accordance with the provisions of the Company's Bylaws. Thereafter, each Stockholder shall cause all Securities that are entitled to vote and are beneficially owned by such Stockholder or its Affiliates, with respect to which such Stockholder or its Affiliates may direct the voting, or that are registered in the name of such Stockholder or its Affiliates to be voted as required, and will otherwise take or cause to be taken all such other action as may be necessary, (i) to cause the Board of Directors of the Company to consist of five (5) members, and (ii) until such time as the Noteholders or their Affiliates collectively no longer beneficially own, in the aggregate, at least 20% of the issued and outstanding Common Stock held by the Noteholders on the date hereof, to elect two individuals designated in writing by OCM Administrative Services, L.L.C. or its designee ("OCM"), as members of the Board of Directors, and (iii) until such time as (A) Nu-Tech and its Affiliates no longer beneficially own more than 30% of the issued and outstanding Common Stock or (B) any "person" (as defined in Section 13(a) of the Exchange Act of 1934, as amended (the "Exchange Act")) or a "group" (as defined in Section 13(a)(3) and 14(a)(2) of the Exchange Act), other than Oaktree Capital Management, LLC, The Copernicus Fund, L.P., DDJ Overseas Corp., Belmont Fund, L.P. and Belmont Capital Partners II, L.P. and their respective Affiliates, holds a number of shares of Common Stock of the Company that is greater than the number of shares of Common Stock of the Company held by Nu-Tech and its Affiliates, to elect three individuals designated in writing by Nu-Tech; provided, that the requirement that Nu-Tech and its Affiliates beneficially own more than 30% of the issued and outstanding Common Stock shall be adjusted in the event of
Clause type: loans
 The Corporation shall not borrow money unless authorized by the board of directors. This authorization may be general or confined to specific instances.
Clause type: compensation
 The Promoter shall compensate the Allottee in case of any loss caused to the Allottee due to defective title of the Project land, on which the Mass Housing Project is being developed or has been developed, in the manner as provided under WBHIRA and the claim for compensation under this Section shall not be barred by limitation provided under any law for the time being in force. Except for occurrence of a Force Majeure event, if the Promoter fails to complete or is unable to give possession of the Apartment (i) in accordance with the terms of this Agreement, duly completed by the date specified herein or (ii) due to discontinuance of its business as a Developer on account of suspension or revocation of the registration under WBHIRA; or for any other reason; the Promoter shall be liable on demand to the Allottee, in case the Allottee wishes to withdraw from the Mass Housing Project, without prejudice to any other remedy available, to return the total Amount received by the Promoter in respect of the Apartment with interest at the rate specified in the Rules under WBHIRA within forty five days including compensation in the manner as provided under the Act. Provided that where if the Allottee does not intend to withdraw from the mass Housing Project, the Promoter shall pay interest to the Allottee at the rate specified in the Rules for every month of delay, till the handing over of the possession of the Apartment.
Clause type: interest
 (a) The Loans comprising each Base Rate Borrowing (including each Swing Line Loan) shall bear interest at the Base Rate plus the Applicable Rate.
Clause type: now
THEREFORE in consideration of the mutual promises herein made and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Clause type: base-salary
 As compensation for Employee’s performance of his duties hereunder, Company shall pay to Employee a base salary of three hundred thousand dollars ($300,000) per year, payable in accordance with Company’s normal payroll practices, less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions.
Clause type: insurance
(a) The insurance described in Section 3.01 of the Mortgage and Section 2.30(c) hereof (except policies for worker’s compensation) shall be in the form (other than with respect to Sections 3.01(a)(vi) and (vii) of the Mortgage when insurance in those two sub-sections is placed with a governmental agency or instrumentality on such agency’s forms) and amount and with deductibles as, from time to time, shall be reasonably acceptable to Lender, under valid and enforceable policies issued by financially responsible insurers authorized to do business in the State where the Premises is located, which shall have a claims paying ability rating and/or financial strength rating, as applicable, of not less than “A-” (or its equivalent), or such lower claims paying ability rating and/or financial strength rating, as applicable, as Lender shall, in its reasonable discretion (taking into account then current Rating Agency guidelines), consent to, from a Rating Agency (one of which after a Securitization in which Standard & Poor’s rates any securities issued in connection with such Securitization, shall be Standard & Poor’s) and Borrower shall cause Owner to carry all such insurance (whether or not the Mortgage Loan is outstanding) for so long as any portion of the Debt remains outstanding. All such policies (except policies for worker’s compensation) shall name Lender as an additional named insured (subject to the rights of Mortgage Lender), with respect to the insurance required pursuant to Section 3.01(a)(iii) of the Mortgage, shall provide, subsequent to the satisfaction of the Mortgage Loan, for loss payable to Lender and shall contain (or have attached): (i) standard “non-contributory mortgagee” endorsement or its equivalent relating, inter alia, to recovery by Lender notwithstanding the negligent or willful acts or omissions of Borrower; (ii) a waiver of subrogation endorsement as to Lender; (iii) an endorsement indicating that neither Lender nor Borrower shall be or be deemed to be a co-insurer with respect to any casualty risk insured by such policies and shall provide for a deductible per loss of an amount not more than that which is customarily maintained by owners of similar properties similarly situated, and (iv) a provision that such policies shall not be canceled, terminated, denied renewal or amended, including, without limitation, any amendment reducing the scope or limits of coverage, without at least thirty (30) days’ prior written notice to Lender in e...