bhaskrr/legal-clauses huggingface dataset:
Clause type: taxes
 The Company has prepared (or caused to be prepared) and timely and properly filed (or caused to be timely and properly filed) with the appropriate federal, state, provincial, municipal or local authorities (within the U.S. or otherwise) all tax returns, information returns and other reports required to be filed including without limitation all tax returns and reports with respect to federal, state, local and foreign income taxes, estimated taxes, excise taxes, sales taxes, use taxes, fuel taxes, gross receipts taxes, franchise taxes, employment and payroll taxes and import duties, whether or not measured in whole or in part by net income ("Taxes"). Such tax returns and reports are materially complete and correct as filed. The Company has paid or accrued (or caused to be so paid or accrued) in full all Taxes, interest, penalties, assessments or deficiencies, if any, due to, or claimed to be due by, any taxing authority. The Company has not executed or filed with any taxing authority any agreement extending the period for assessment or collection of any Taxes. The Company is not a party to any pending action or proceeding nor to the best knowledge of its officers and directors is any such action or proceeding threatened by any governmental authority for the assessment or collection of Taxes. There are no liens for federal, state, local or foreign Taxes, and no claim for assessment or collection of Taxes has been asserted against the Company. To the directors', officers', Stockholders' and the Company's best knowledge, there are no tax audits currently in progress or incomplete.
Clause type: loans
 The Borrower will not make any loans or advances to any individual, firm or corporation, including without limitation its officers and employees; provided, however, that it may make advances to its employees, including its officers, with respect to reasonable business expenses incurred by such employees which expenses are reimbursable by it.
Clause type: whereas
the Purchaser has agreed to purchase from the Company an aggregate of 4,666,667 warrants (or up to 5,166,667 warrants if the over-allotment option in connection with the Public Offering is exercised in full) (the “Sponsor Warrants”), each Sponsor Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share. NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
Clause type: ownership_of_shares
 Stockholder (i) is the beneficial owner of the shares of Cellegy Common Stock and the options and warrants to purchase shares of Cellegy Common Stock indicated on Exhibit A hereto, which are free and clear of any liens, adverse claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, understandings or agreements, or any other rights or encumbrances whatsoever (“Encumbrances”) (except any Encumbrances arising under securities laws or arising hereunder); and (ii) does not beneficially own any securities of Cellegy other than the shares of Cellegy Common Stock and options and warrants to purchase shares of Cellegy Common Stock indicated on Exhibit A hereto.
Clause type: governing
Law. This Agreement shall be governed by the laws of the State of Delaware, without reference to rules of conflicts of law.
Clause type: payment
 The purchase price for the Shares shall be paid simultaneously with Investor’s subscription. Investor shall deliver payment for the aggregate purchase price of the Securities by ACH electronic transfer or by wire transfer to an account designated by the Company, by credit or debit card, or by any combination of such methods.
Clause type: interest
 The Borrower hereby promises to pay to the Lender interest on the outstanding principal amount of each Loan for the period from and including the date of such Loan to but excluding the date such Loan shall be paid in full, at a rate per annum, for each Interest Period relating thereto, equal to Libor for such Loan for such Interest Period plus the Margin for such Loan (the “Interest Rate”).
Clause type: headings
Headings to paragraphs and sections of this Agreement are to facilitate reference only, do not form a part of this Agreement, and shall not in any way affect the interpretation hereof.
Clause type: now
THEREFORE in consideration of the mutual promises and undertakings herein contained, the parties agree as follows:
Clause type: entire
Agreement. This Agreement sets forth the entire agreement and understanding of the parties hereto with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements and understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any party hereto which is not embodied in this Agreement or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not so set forth.
Clause type: entire
Agreement. This Agreement (together with the other agreements referred to herein) sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between them as to such subject matter.
Clause type: headings
The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.
Clause type: taxes
 All payments accrued because of payroll taxes, unemployment contributions, any other taxes, insurance or other expenses for the CONTRACTOR or its staff shall be the sole responsibility of the CONTRACTOR.
Clause type: severability
In the event that any provision of this Agreement is deemed to be invalid, illegal or unenforceable by reason of the operation of any law or by reason of the interpretation placed thereon by any court or governmental authority, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and the affected provision shall be modified to the minimum extent permitted by law so as most fully to achieve the intention of this Agreement.
Clause type: entire
Agreement. This Agreement and the Merger Agreement and Company Option Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
Clause type: definitions
All terms used herein which are defined in the Loan and Security Agreement and not otherwise defined herein are used herein as defined therein.
Clause type: esop
 (1) IJssel may decide to transfer up to 370,000 of either (i) the Ordinary Units or (ii) the Subordinate Voting Shares which may be held by it to certain employees of Topicus.com B.V. or any of its subsidiaries in order to:
Clause type: interest
 If the full amount of any statement is not paid when due, the unpaid amount thereof shall bear interest at the Base Rate, compounded annually, from and including the day following the due date up to and including the date when payment is made.
Clause type: ownership_of_shares
 Shareholder is both the record and beneficial owner of the GPS Shares. Such Shareholder has and shall transfer at the Closing, good and marketable title to the GPS Shares, free and clear of all liens, claims, charges, encumbrances, pledges, mortgages, security interests, options, rights to acquire, proxies, voting trusts or similar agreements, restrictions on transfer or adverse claims of any nature whatsoever, excepting only restrictions on future transfers imposed by applicable law.
Clause type: payment
 On each monthly purchase date Talbots will make payment to JUSCO USA for the shares being purchased from JUSCO USA for such month. Payment of the purchase price will be by wire transfer or other mutually agreed payment method.
Clause type: capitalization
 New Millennium's authorized capital stock consists of 35,000,000 shares of Common Stock, $.001 par value, of which 24,000,000 shares are issued and outstanding, and 10,000,000 shares of preferred stock, of which none are issued and outstanding.
Clause type: payment
 All payments of principal of and interest on the Advances, the Obligation of Reimbursement, the commissions and fees hereunder and amounts required to be paid to the Lender for deposit in the Special Account shall be made to the Lender in immediately available funds. The Borrower hereby authorizes the Lender, in its discretion at any time or from time to time and without request by the Borrower, to make an Advance to the extent necessary to pay any such amounts and any fees, costs or expenses hereunder or under the Security Documents.
Clause type: capitalization
 The authorized capital stock of DVD consists solely of 1,000,000 shares of DVD Stock, and only the Shares are issued and outstanding as of the date hereof. The authorized capital stock of VVI consists solely of 1,000,000 shares of VVI Stock, 1,000 shares of which are issued and outstanding on the date hereof. Ultrak owns the Shares. DVD owns all of the issued and outstanding VVI Stock. All outstanding shares of DVD Stock and VVI Stock are duly authorized, validly issued, fully paid, and nonassessable. There are no preemptive rights with respect to the DVD Stock or the VVI Stock. There are no outstanding subscriptions, options, warrants, rights, or other arrangements or commitments, whether express or implied, granted or issued by Ultrak or DVD obligating DVD to issue any shares of DVD Stock or securities exchangeable for or convertible into DVD Stock.
Clause type: investment-company-act
 The Issuer shall not become an “investment company” under the 1940 Act.
Clause type: taxes
 3.02.1 The City is exempt from payment of Federal Excise and Transportation Tax and Texas Limited Sales and Use Tax. Contractor’s invoices to the City must not contain assessments of any of these taxes. The Director will furnish the City’s exemption certificate and federal tax identification number to Contractor if requested.
Clause type: loans
 Subject to Section 2.8, all Loans shall be comprised entirely of Eurodollar Loans in accordance herewith. The Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.
Clause type: investments
 No more than 45% of the “Value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940 (“Investment Company Act”)) of the
Clause type: now
THEREFORE the parties do mutually agree and promise as follows with respect to each Fund:
Clause type: ownership_of_shares
 Such Investor is the record and beneficial owner of the issued and outstanding Series B Preferred Stock or Series B-1 Preferred Stock, as applicable, listed opposite such Investor’s name on Exhibit A hereto, free and clear of any liens, claims, encumbrances, security interests, options, charges and restrictions of any kind (other than transfer restrictions imposed under applicable securities laws, by the Purchase Agreement and the Amended and Restated Shareholders Agreement, dated as of March 17, 2008, by and among the THL Investors and the GS Investors (the “Shareholders Agreement”)).
Clause type: insurance
Company will maintain or cause to be maintained, with financially sound and reputable insurers, such public liability insurance, third party property damage insurance, business interruption insurance and casualty insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of Company and its Subsidiaries as may customarily be carried or maintained under similar circumstances by corporations of established reputation engaged in similar businesses, in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for corporations similarly situated in the industry. Without limiting the generality of the foregoing, Company will maintain or cause to be maintained (i) flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, and (ii) replacement value casualty insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts, with such deductibles, and covering such risks as are at all times satisfactory to Agents in their commercially reasonable judgment. Each such policy of insurance shall (a) name Administrative Agent for the benefit of Lenders as an additional insured thereunder as its interests may appear and (b) in the case of each casualty insurance policy, contain a loss payable clause or endorsement, satisfactory in form and substance to Agents, that names Administrative Agent for the benefit of Lenders as the loss payee thereunder for any covered loss in excess of $250,000 and provides for at least 30 days prior written notice to Agents of any modification or cancellation of such policy.
Clause type: severability
If any term or provision of the Contract or its application to any person, entity or circumstance shall, to any extent, be held to be invalid or unenforceable, the remainder of the Contract or the application of such term or provision shall not be affected as to persons, entities or circumstances other than those as to whom or to which it is held to be invalid or unenforceable. Each remaining term and provision of the Contract shall be valid and enforced to the fullest extent possible by law.
Clause type: investment-company-act
 The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom will not be an “investment company” as such term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”). Furthermore, in the event that the SEC shall inform the Company that the SEC believes that the Company is an “investment company” as such term is defined in the 1940 Act, the Company shall manage its investments and promptly take such other actions as is reasonably necessary such that the SEC shall no longer consider the Company to be an “investment company” as such term is defined in the 1940 Act.
Clause type: grant
 The Company hereby grants to Participant «RSUs» restricted stock units (the “RSUs”), on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan (the "Initial Grant"). Each RSU represents the right to receive one share of Stock as of the Settlement Date (defined in Section 2(b)), to the extent the Participant is vested in such RSUs as of the Settlement Date, subject to the terms of this Agreement and the Plan.
Clause type: investments
 The Borrower does not own or hold, directly or indirectly, any capital stock or equity security of, or any equity interest in, any Person, other than the Permitted Investments in the Borrower Accounts and interests in current or former Obligors as a result of any Warrant Assets giving rise to Portfolio Investments.
Clause type: counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic “pdf” transmission shall be equally effective as delivery of a manually executed counterpart of a signature page to this Agreement.
Clause type: representations
and Warranties. The Company hereby represents and warrants to the Agent and the Banks as follows:
Clause type: definitions
All capitalized terms used, but not otherwise defined, herein shall have the meanings set forth below, unless otherwise clearly indicated:
Clause type: loans
 (a) Each of the loans, including loans held for sale (“Loans”) of EagleBank: (i) is evidenced by notes, agreements or other evidences of indebtedness which are true, genuine and what they purport to be; (ii) to the extent secured, has been secured by valid liens or security interests which have been perfected; and (iii) represents the legal, valid and binding obligation of the borrowers named therein, enforceable in accordance with its terms (including the validity, perfection and enforceability of any lien, security interest or other encumbrance relating to such Loan), except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally, and subject to general principles of equity which may limit the enforcement of certain remedies.
Clause type: headings
The headings preceding the text of Articles and Sections of this Agreement and the Schedules and Exhibits thereto are for convenience only and shall not be deemed part of this Agreement.
Clause type: assignment
This Agreement and any rights pursuant hereto shall not be assignable by either party hereto, except as set forth herein or by operation of law. Except as and to the extent specifically provided in this Agreement, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto, or their respective legal successors, any rights, remedies, obligations or liabilities, or to relieve any person other than the parties hereto, or their respective legal successors, from any obligations or liabilities that would otherwise be applicable. The representations, warranties, covenants and agreements contained in this Agreement shall be binding upon, extend to and inure to the benefit of the parties hereto, their, and each of their, successors and assigns respectively.
Clause type: base-salary
 During the Term, the Company agrees to pay or cause to be paid to the Executive a base salary at the rate of $225,000 per annum (such base salary, as may be adjusted from time to time in accordance with this Section, the "Base Salary"). Such Base Salary shall be payable in accordance with the Company's customary practices applicable to its executives. Such Base Salary shall be reviewed (and may be adjusted) at least annually by either the Board or the Compensation Committee of the Board (the "Compensation Committee"). Such Base Salary may be reduced only if such reduction is implemented by the Company as part of an overall general salary reduction plan among all of its executive employees and such reduction to the Base Salary on a percentage basis is equal to or less than the percentage reduction otherwise implemented under such plan.
Clause type: base-salary
 During the term hereof, the Company shall pay the Executive a base salary at the rate of One Hundred Seventy Five Thousand Dollars ($175,000) per annum, payable in accordance with the payroll practices of the Company for its executives and subject to increase from time to time by the Board or a compensation committee of the Board in its sole discretion. Such base salary, as from time to time increased, is hereafter referred to as the "Base Salary".
Clause type: entire
Agreement. This Agreement, together with the Warrant Certificates and Exhibits, constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and shall supersede any prior agreements and understandings between the parties hereto with respect to such subject matter.
Clause type: whereas
it is essential to the Company to retain and attract as directors and officers the most capable persons available;
Clause type: capitalization
 The authorized capital stock of the Company and the shares thereof currently issued and outstanding as of September 20, 2001 are set forth on Schedule 2.1(c) hereto. All of the outstanding shares of the Company's Common Stock have been duly and validly authorized. Except as set forth in this Agreement and the Registration Rights Agreement and as set forth on Schedule 2.1(c) hereto, no shares of Common Stock are entitled to preemptive rights or registration rights and there are no outstanding options, warrants, scrip, rights to subscribe to, call or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company. Furthermore, except as set forth in this Agreement and the Registration Rights Agreement and as set forth on Schedule 2.1(c), there are no contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of the capital stock of the Company or options, securities or rights convertible into shares of capital stock of the Company. Except for customary transfer restrictions contained in agreements entered into by the Company in order to sell restricted securities or as provided on Schedule 2.1 (c) hereto, the Company is not a party to any agreement granting registration or anti-dilution rights to any person with respect to any of its equity or debt securities. The Company is not a party to, and it has no knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of the Company. Except as set forth on Schedule 2.1(c) hereto, the offer and sale of all capital stock, convertible securities, rights, warrants, or options of the Company issued prior to the Closing complied with all applicable Federal and state securities laws, and no stockholder has a right of rescission or damages with respect thereto which would have a Material Adverse Effect (as defined in Section 2.1(e) herein) on the Company's financial condition or operating results. The Company has furnished or made available to the Purchaser true and correct copies of the Company's Certificate of Incorporation as in effect on the date hereof (the "Certificate"), and the Company's Bylaws as in effect on the date hereof (the "Bylaws").
Clause type: base-salary
 The Company will pay salary to Executive at an annual rate of $250,000, in accordance with its regular payroll practices. The Board will review Executive's salary at least annually. The Board, acting in its discretion, may increase (but may not decrease) the annual rate of Executive's salary in effect at any time.
Clause type: interest
 (a) The Notes will bear interest at the respective Interest Rate (as defined below) from May 15, 2003, until the principal thereof becomes due and payable. Interest on the Notes will be payable semi-annually in arrears on the Interest Payment Dates (as defined in the Base Indenture) with respect to the Notes, which shall be May 15 and November 15 of each year, commencing November 15, 2003, to the Person in whose name any such Note or any predecessor Note is registered, at the close of business on the Regular Record Date with respect to the Notes for such interest installment, which, in the case of a Global Security, shall be the close of business on the May 1 and November 1 next preceding such Interest Payment Date. If the Notes are no longer in book-entry only form, the Regular Record Dates for the Notes shall also be the close of business on the May 1 and November 1 next preceding such Interest Payment Date.
Clause type: investment-company-act
 No Loan Party (i) is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended, and (ii) has a license pursuant to the Dutch Financial Supervision Act.