bhaskrr/legal-clauses huggingface dataset:
Clause type: ownership_of_shares
 The Shareholders and AVG are the sole record and beneficial owners of the kind and number of Shares as set forth on Exhibit 1. The Shareholders and AVG own such Shares free and clear of all liens, encumbrances, pledges, claims and other security interests and all such shares are validly issued, fully paid and nonassessable. With the sole exception of the restrictions contained in Sections 4 and 5 of the Common Stock Purchase Agreement between the parties dated October 7, 1997, none of the Shares owned by the Shareholders and AVG are subject to any agreement, judgment, order, voting trust or proxy or other agreement that either limits or restricts the Shareholders' and AVG's absolute authority to transfer their Shares as herein provided or requires the holder thereof to vote such Shares in any particular manner. By paying the Purchase Price, the Buyer will acquire title to the Shares, free and clear of all liens, encumbrances, restrictions, pledges, claims, other security interests, voting trusts, proxies or such other agreements.
Clause type: ownership_of_shares
 The Stockholder owns beneficially and of ------------------- record all of the shares of Company Stock, free and clear of all Encumbrances, and has good and valid title to such shares. The delivery of the stock certificate(s) representing the Company Stock owned by the Stockholder in the manner provided in Section 2.4(b)(i) will transfer to COMPS good and valid title ----------------- thereto free and clear of all Encumbrances.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and all prior and contemporaneous agreements, representations, negotiations and understandings of the parties hereto, oral or written, are hereby superseded and merged herein.
Clause type: indemnification
(a) From and after the date of this Agreement through and including the Effective Time (without regard to the termination of this Agreement), neither Parent nor the Company will take any action, nor permit any action to be taken, which would change or amend the provisions of the Certificate of Incorporation or the Bylaws of the Company in effect on the date hereof relating to limitation of liability or indemnification inconsistent with its obligations under Section 7.12(b) hereof or eliminate or make any modification in the Company's existing directors' and officers' insurance inconsistent with its obligations under Section 7.12(c) hereof. Parent agrees that from and after the Effective Time all rights to indemnification now existing in favor of individuals who at or prior to the Effective Time were directors or officers of the Company as set forth in the Certificate of Incorporation or the Bylaws of the Company shall survive the Merger with respect to matters existing or occurring at or prior to the Effective Time and shall continue in full force and effect for a period of six years following the Effective Time. In the event the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation shall assume the obligations set forth in this Section 7.12.
Clause type: capitalization
 The authorized capital stock of NewCo consists of [_____] shares of NewCo Common Stock, of which [______] shares are issued and outstanding, and no shares of capital stock of NewCo are held in treasury. The Stockholders own all of the issued and outstanding shares of NewCo Common Stock, free and clear of any Encumbrance. Each outstanding share of NewCo Common Stock has been legally and validly issued and is fully paid and nonassessable. There exist no options, warrants, subscriptions or other rights to purchase, or securities convertible into or exchangeable for, any of the authorized or outstanding securities of NewCo. No shares of capital stock of NewCo have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of NewCo's stockholders.
Clause type: compensation
 This is a cost reimbursement Contract between the County and the Contractor as set forth in Attachment A. Scope of Services attached hereto and incorporated herein by reference. The Contractor agrees to accept the specified compensation as set forth in this Contract as full remuneration for performing all services and furnishing all staffing and materials required, for any reasonably unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by the Contractor of all its duties and obligations hereunder. The County shall have no obligation to pay any sum in excess of the total Contract amount specified unless authorized by an amendment in accordance with paragraphs C and P of the County’s General Terms and Conditions.
Clause type: interest
 If any payment due under this Deed is paid late, Interest will be payable from the date payment is due to the date of payment.
Clause type: grant
 Subject to the provisions of this Award Agreement (this “Agreement”) and the provisions of the Assurant, Inc. Long Term Equity Incentive Plan (the “Plan”), the Company hereby grants to the Participant, as of [ ] (the “Grant Date”), [ ] Restricted Stock Units (the “Restricted Stock Units”), each with respect to one share of common stock of the Company, par value $0.01 per Share (“Common Stock”). All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan.
Clause type: financing
 Buyer has (i) and will have at Closing, sufficient funds available to pay the Purchase Price, the Milestone Payment and any expenses incurred by Buyer in connection with the transactions contemplated by this Agreement, (ii) and will have at Closing, the resources and capabilities (financial or otherwise) to perform its obligations hereunder and under the Ancillary Agreements to which it is a party, and (iii) not incurred and does not reasonably expect to incur any obligation, commitment, restriction or liability of any kind, absolute or contingent, which would impair or adversely affect such resources and capabilities.
Clause type: interest
 (a) All interest earned on Grant Funds held by a Grantee shall become part of the Grant Funds when earned and be treated accordingly for all purposes, unless otherwise provided in PART TWO or PART THREE. 30 ILCS 705/10.
Clause type: capitalization
 The authorized capital stock of 10Charge US consists of 200,000,000 shares of Common Stock and 20,000,000 shares of preferred stock, par value $.0001. As of the date of this Agreement, 10Charge US has 8,240,000 shares of Common Stock issued and outstanding and no shares of preferred stock issued and outstanding. As of the Closing Date, all of the issued and outstanding shares of Common Stock are validly issued, fully paid and non-assessable and, there is not and as of the Closing Date there will not be outstanding any warrants, options or other agreements on the part of 10Charge US obligating 10Charge US to issue any additional shares of its common or preferred stock or any of its securities of any kind.
Clause type: investments
 No Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, to make any Investment except for:
Clause type: ownership_of_shares
 Each TradeQwest Shareholder represents with respect to himself only, that he is the owner of record of the issued and outstanding TradeQwest Common Stock set forth with respect to him on Exhibit A. Such TradeQwest Shareholder represents and warrants that he owns such shares free and clear of all rights, claims, liens and encumbrances, and the shares have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement.
Clause type: grant
 The Company hereby grants to the Participant a grant of Time-Vesting RSUs (each as defined below), on the terms and subject to the conditions set forth in this Agreement and as otherwise provided in the Plan. The Time-Vesting RSUs shall vest in accordance with Section 2 hereof. The Time-Vesting RSUs shall be credited to a separate book-entry account maintained for the Participant on the books of the Company.
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of (i) 150,000,000 shares of Common Stock, of which 82,222,935 shares are issued and outstanding and (ii) 10,000,000 shares of preferred stock, no par value, of which (x) 150,000 shares have been designated Junior Participating Preferred Stock (the "Junior Preferred Stock"), of which no shares are outstanding and (y) 200,000 shares have been designated Series A Convertible Preferred Stock, of which no shares are outstanding. All of such outstanding shares of Common Stock were duly authorized and validly issued and are fully paid and non-assessable.
Clause type: base-salary
 During the Employment Period the Company agrees to pay to the Employee an annualized base salary in an amount equal to $190,000 (such base salary, as may be increased from time to time by the Company, is referred to herein as the “Base Salary”). The Employee’s Base Salary, less amounts required to be withheld under applicable law, shall be payable in equal installments in accordance with the normal payroll practices and procedures in effect from time to time for the payment of salaries to employees within the Partnership Group, but in no event less frequently than monthly.
Clause type: miscellaneous
11.1 For the avoidance of doubt where any part of this Agreement is incompatible with the Regulations or any other regulations which the First Secretary of State may issue pursuant to Part IV of the Local Government Act 2003 then such part shall be struck out and the balance of this Agreement shall remain
Clause type: definitions
As used in this Article VIII, the following terms shall have the following meanings:
Clause type: payment
 (a) GGGI shall pay the Consultant for the Services satisfactorily performed during the Term of Engagement in accordance with the Contract, up to a maximum amount, as defined in Annex B, or its equivalent (the “Maximum Contract Amount”). Total payments, including fees, expenses, VAT and other taxes and any other payment, to the Consultant under this Contract shall not exceed the Maximum Contract Amount.
Clause type: whereas
the Borrower may at any time and from time to time enter into one or more Interest Rate Protection Agreements or Other Hedging Agreements with one or more Lenders or any affiliate thereof (each such Lender or affiliate, even if the respective Lender subsequently ceases to be a Lender under the Credit Agreement for any reason, together with such Lender's or affiliate's successors and assigns, if any, collectively, the "Other Creditors," and together with the Lender Creditors, the "Secured Creditors");
Clause type: grant
 The Holders (as defined below) are hereby granted the right to purchase, at any time from the date of the final closing (the "Final Closing") of the offering under that certain Private Placement Memorandum dated April 10, 2002 (the "Memorandum") until 5:30 p.m., New York time, on the earlier of (a) the seventh anniversary of the Final Closing date and (b) the fifth anniversary of the earlier of the closing date of (1) the initial public offering of the Company's Common Stock occurring within such seven-year period or (2) the Merger (as defined in the Memorandum) (the "Warrant Exercise Term"), a number of shares of Common Stock equal to twenty percent (20%) of the gross proceeds of the Units (as defined on the Agency Agreement) divided by $0.01 per share at the initial exercise price (subject to adjustment as provided in Section 8 hereof) of $0.01 per share of Common Stock, subject to the terms and conditions of this Agreement.
Clause type: investment-company-act
 No member of the Partnership Group is an “investment company” or a company “controlled by” an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Clause type: taxes
 2.18.1 There are no transfer taxes or other similar fees or charges under U.S. federal law or the laws of any U.S. state or any political subdivision of the United States, required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the Company of the Public Securities.
Clause type: payment
 Payment of the purchase price for the Offered Shares purchased by the Company or the Preferred Holders shall be made within ten (10) days following the date of the First Refusal Expiration Notice. Payment of the purchase price will be made by wire transfer or check as directed by the Selling Shareholder.
Clause type: definitions
Whenever used herein, unless otherwise required by the context or specifically provided in the Governing Instrument:
Clause type: payment
 Except as otherwise provided herein, the commissions and marketing support fees specified in Section 3.1 herein for the sale of any Shares shall be payable in cash by the Company, as specified in Section 3.1 herein, no later than thirty (30) days after the investor subscribing for the Shares is admitted as a stockholder of the Company. Investors whose subscriptions for Shares are accepted shall be admitted no later than the end of the calendar month following the month in which such subscriptions are accepted. Notwithstanding anything to the contrary contained herein, in the event that the Company pays any commission or fees to the Managing Dealer for a sale by it or a Participating Broker of one or more Shares and the subscription is rescinded as to one or more of the Shares covered by such subscription, the Company shall decrease the next payment of commissions or other compensation otherwise payable to the Managing Dealer by the Company under this Agreement by an amount equal to the applicable rate established in Section 3.1 of this Agreement, multiplied by the price of the Shares as to which the subscription is rescinded. In the event that no payment of commissions or other compensation is due to the Managing Dealer after such withdrawal occurs, the Managing Dealer shall pay the amount specified in the preceding sentence to the Company within ten (10) days following receipt of notice by the Managing Dealer from the Company stating the amount owed as a result of rescinded subscriptions.
Clause type: ownership_of_shares
 The Seller is the record and beneficial owner of the Purchased Shares, free and clear of any lien, pledge, charge, security interest, encumbrance, title retention agreement, adverse claim, option or other restriction of any kind, nature or
Clause type: compensation
 During the term of this Agreement, Company agrees to pay to Employee, and Employee agrees to accept from Company, in full payment for services rendered by Employee and work to be performed by him under the terms of this Agreement, the following:
Clause type: payment
 If Comodo is able to connect to your computer but is unable to restore a qualifying computer’s functionality and remove the malware, Comodo shall, subject to the Guarantee Limits and at sole discretion, pay for Comodo’s choice of 1) the cost of having a third party provider repair the computer or 2) for a replacement computer. If Comodo chooses to repair the computer, Comodo will provide instructions on where the computer may be delivered for repair. If the repair facility is greater than 20 miles from your physical location, Comodo shall pay the cost of mail delivery of the computer but you shall pay any applicable shipping insurance costs. You bear all risk of loss during shipping to or from the repair facility. If the repair facility is unable to restore the computer’s operating functionality before the end of the fifth business day after the repair facility’s receipt of the computer, Comodo shall pay you, subject to the Guarantee Limits, the fair market value of each qualifying irreparable computer.
Clause type: investment-company-act
 The Company is a closed-end management investment company registered under the 1940 Act. The Company is an "investment company," as such term is defined in the 1940 Act. The Company is not a "business development company," as such term is defined in the 1940 Act. The purchase of the Notes by the holders, the application of the proceeds and repayment thereof by the Company and the performance of the transactions contemplated by this Agreement and the other Note Documents did not and will not violate any provision of said Act, or any rule, regulation or order issued by the SEC thereunder.
Clause type: financing
 The Company, together with BSV, BSR and the Other BSV Entities, shall use its commercially reasonable efforts to obtain the Financing in a timely manner. The Company shall keep MAMP reasonably informed of the efforts to obtain the Financing. MAMP and the MAMP Subsidiaries shall use their commercially reasonable efforts to provide all reasonable cooperation to the Company, BSV, BSR and the Other BSV Entities in connection with their efforts to obtain the Financing, including using their reasonable best efforts to: (i) furnish the Company and the potential financing sources with financial and other information regarding MAMP and the MAMP Subsidiaries as may be reasonably requested by the Company, including all financial statements and financial data of MAMP and the MAMP Subsidiaries; and (ii) assist in obtaining customary comfort letters and consents from MAMP’s independent registered public accounting firm. To the extent that the Closing does not occur, all assistance provided by MAMP or a MAMP Subsidiary pursuant to this Section 4.8 shall be at the sole cost and expense of the Company.
Clause type: base-salary
 While this Agreement is in effect, the Company agrees to pay to O'Brien a base salary at the rate of $350,000 per annum commencing on the date hereof ("Base Salary"). The Base Salary shall be subject to annual review by the Board and may be increased by the Board in their sole and absolute discretion but may not be decreased. Such salary shall be payable to O'Brien in such equal periodic payments as the Company generally pays its employees, but in no event less frequently than monthly.
Clause type: compensation
 For the services rendered, the facilities furnished and the expenses assumed by the Adviser, the Fund shall pay to the Adviser at the end of each calendar month a fee based upon the average daily value of the net assets of the Fund at the annual rate of 0.90% of an aggregate of (i) the Fund’s average daily net assets and (ii) the proceeds of any outstanding borrowings used for leverage (“average daily net assets” means the average daily value of the total assets of the Fund, including the amount obtained from leverage and any proceeds from the issuance of preferred stock, minus the sum of (i) accrued liabilities of the Fund, (ii) any accrued and unpaid interest on outstanding borrowings and (iii) accumulated dividends on shares of outstanding preferred stock), commencing on the day following effectiveness hereof. For purposes of this calculation, average daily net assets is determined at the end of each month on the basis of the average net assets of the Fund for each day during the month. It is understood that the liquidation preference of any outstanding preferred stock (other than accumulated dividends) is not considered a liability in determining the Fund’s average daily net assets. The fee for the period from the Effective Date (defined below) of the Agreement to the end of the month during
Clause type: insurance
The Administrative Agent shall have received evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 5.09 and Section 4.12 of the Security Agreement.
Clause type: investment-company-act
 No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940, as amended (the “Investment Company Act”)) of the Company’s total assets consist of, and no more than 45% of the Company’s net income after taxes is derived from, securities other than “Government Securities” (as defined in Section 2(a)(16) of the Investment Company Act). The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as set forth in the Pricing Prospectus, will not be an “investment company,” as such term is defined in the Investment Company Act.
Clause type: indemnification
A. The Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that: (i) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnitee, pursuant to a loan guaranty or otherwise, for any indebtedness of the Partnership or any Subsidiary of the Partnership (including, without limitation, any indebtedness which the Partnership or any Subsidiary of the Partnership has assumed or taken subject to), and the General Partner is hereby authorized and empowered, on behalf of the Partnership, to enter into one or more indemnity agreements consistent with the provisions of this Section 7.7 in favor of any Indemnitee having or potentially having liability for any such indebtedness. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 7.7.A. The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or any entry of an order of probation prior to judgment, creates a rebuttable presumption that the Indemnitee acted in a manner contrary to that specified in this Section 7.7.A. Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Partnership, and any insurance proceeds from the liability policy covering the General Partner and any Indemnitee, and neither the General Partner nor any Limited Partner shall have any obligation to contribute to the capital of the Partnership or otherwise provide funds to enable the Partnership to fund it...
Clause type: whereas
the Underwriter is registered as a broker dealer with the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as amended, (hereinafter the "1934 Act"), and is a member in good standing of the National Association of Securities Dealers, Inc. (hereinafter "NASD"); and
Clause type: now
THEREFORE in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: