bhaskrr/legal-clauses huggingface dataset:
Clause type: vesting
 Except as otherwise provided in Sections 6(b) or (c) of this Agreement, provided the Participant is then a Director, an Employee or a Consultant, the Option shall become vested and exercisable on the following dates: Vest Date Vested Options
Clause type: counterparts
This Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
Clause type: representations
and Warranties. The Company represents and warrants to Holder as follows:
Clause type: ownership_of_shares
 The BIL Members are the record and beneficial owners of the BIL Membership Interests. The BIL Members have and shall transfer at the Closing, good and marketable title to the BIL Membership Interests, 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: severability
Any provision of this Agreement which is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this paragraph be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provisions of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. If any covenant should be deemed invalid, illegal or unenforceable because its scope is considered excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable.
Clause type: whereas
the Underwriters and the Pass Through Trustee intend that the Net Proceeds be held in escrow by the Escrow Agent on behalf of the Investors pursuant to the Escrow and Paying Agent Agreement, subject to withdrawal upon request of and proper certification by the Pass Through Trustee for the purpose of purchasing Equipment Notes, and that pending such withdrawal the Net Proceeds be deposited by the Escrow Agent with the Depositary pursuant to this Agreement, which provides for the Depositary to pay interest for distribution to the Investors and to establish accounts from which the Escrow Agent shall make withdrawals upon request of and proper certification by the Pass Through Trustee.
Clause type: dividends
 Subject to paragraph (f) of this Article Fourth, (i) whenever a dividend is paid to the holders of Class A Common Stock, the Corporation also shall pay to the holders of Class B Common Stock and Class C Common Stock a dividend per share equal to the dividend per share paid to the holders of the Class A Common Stock, (ii) whenever a dividend is paid to the holders of Class B Common Stock, the Corporation also shall pay to the holders of the Class A Common Stock and the Class C Common Stock a dividend per share equal to the dividend per share paid to the holders of the Class B Common Stock and (iii) whenever a dividend is paid to the holders of Class C Common Stock, the Corporation also shall pay to the holders of the Class A Common Stock and the Class B Common Stock a dividend per share equal to the dividend per share paid to the holders of the Class C Common Stock. Dividends shall be payable only as and when declared by the Board of Directors of the Corporation out of assets of the Corporation legally available therefor.
Clause type: severability
In the event any provision of this Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.
Clause type: loans
 The Member(s) holding a majority of the outstanding Interest in the Company may, at any time, acting together and in its or their sole discretion, make or cause a loan to be made to the Company in any amount and on those terms upon which the Company and the Member(s) agree.
Clause type: investments
 Section 5.26 of the Comcast Disclosure Schedule sets forth a list of each material investment of Comcast or any Comcast Subsidiary in any Person (other than a Subsidiary). Neither Comcast nor any Comcast Subsidiary has any material liability in respect of any such investment.
Clause type: board
 The term Board of Directors shall mean the ------------------ Board of Directors of the Company.
Clause type: severability
If any term or provision of any Loan Document shall be determined to be illegal or unenforceable all other terms and provisions of the Loan Documents shall nevertheless remain effective and shall be enforced to the fullest extent permitted by applicable Law.
Clause type: headings
Headings are for ease of reference only and shall not form a part of this Agreement.
Clause type: notices
All notices, requests, and other communications required or permitted to be given or delivered hereunder to the holder of this Warrant shall be in writing, and shall be personally delivered, or shall be sent by certified or registered mail or by recognized overnight mail courier, postage prepaid and addressed, to such holder at the address shown for such holder on the books of the Company, or at such other address as shall have been furnished to the Company by notice from such holder. All notices, requests, and other communications required or permitted to be given or delivered hereunder to the Company shall be in writing, and shall be personally delivered, or shall be sent by certified or registered mail or by recognized overnight mail courier, postage prepaid and addressed, to the office of the Company at 23832 Rockfield Boulevard, Suite 275, Lake Forest, CA 92630, Attention: Chief Executive Officer, or at such other address as shall have been furnished to the holder of this Warrant by notice from the Company. Any such notice, request, or other communication may be sent by facsimile, but shall in such case be subsequently confirmed by a writing personally delivered or sent by certified or registered mail or by recognized overnight mail courier as provided above. All notices, requests, and other communications shall be deemed to have been given either at the time of the receipt thereof by the person entitled to receive such notice at the address of such person for purposes of this Paragraph 9, or, if mailed by registered or certified mail or with a recognized overnight mail courier upon deposit with the United States Post Office or such overnight mail courier, if postage is prepaid and the mailing is properly addressed, as the case may be.
Clause type: entire
Agreement. This Agreement (including the exhibits and schedules hereto) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof, and no party shall be liable or bound to the other in any manner by any representations or warranties not set forth herein.
Clause type: loans
 (i) An Authorized Representative of a Borrower shall give the Agent at least three (3) Business Days’ irrevocable telephonic notice of each Loan to such Borrower (or, in the case of any Loan denominated in any currency determined to be an Alternative Currency after the date hereof, such greater notice period reasonably determined by the Agent to be necessary), whether representing an additional borrowing or the Continuation of a borrowing hereunder, prior to 1:00 P.M. (London time). Each such notice shall be effective upon receipt by the Agent, shall specify the identity of the Borrower, the amount of the borrowing, the Type of Loan (Euribor Rate if such Loan is requested in Euros, or Offshore Rate if such Loan is requested in an Alternative Currency), the date of borrowing (which shall be a Business Day), the Interest Period to be used in the computation of interest, and if an Offshore Rate Loan, the applicable Alternative Currency. The Authorized Representative of the applicable Borrower shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions not later than one (1) Business Day prior to the requested borrowing day. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, together with a specification of the amount of each Lender’s portion of a Loan requested thereunder, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 1:00 P.M. (London time)) not later than 2:00 P.M. (London time) on the same day as the Agent’s receipt of such notice. At approximately 4:00 P.M. (London time) two (2) Business Days preceding the date specified for a Loan of an Alternative Currency, the Agent shall determine the Borrowing Date Exchange Rate and the applicable interest rate. Not later than 5:00 P.M. (London time) two (2) Business Days preceding the date specified for each Loan of an Alternative Currency, the Agent shall provide the applicable Borrower and each Lender notice by telefacsimile transmission of the Borrowing Date Exchange Rate applicable to such Loan, and the applicable Alternative Currency Equivalent Amount of the Loan or Loans required to be made by each Lender on such date, and the Euro Equivalent Amount of such Loan or Loans and the applicable Offshore Rate.
Clause type: compensation
 (a) For the services provided by the Administrator pursuant to this Agreement, the Fund will pay to the Administrator the annual fee set forth in Schedule A hereto.
Clause type: representations
and Warranties. The Executive hereby represents and warrants to the Company that he (i) is not subject to any written non-solicitation or non-competition agreement affecting his employment with the Company (other than any prior agreement with the Company), (ii) is not subject to any written confidentiality or nonuse/nondisclosure agreement affecting his employment with the Company (other than any prior agreement with the Company), and (iii) has brought to the Company no trade secrets, confidential business information, documents, or other personal property of a prior employer.
Clause type: base-salary
 The Company agrees to pay to Executive a base salary ("Base Salary") at the annual rate of $125,000, payable in equal installments consistent with the Company's payroll practices.
Clause type: base-salary
 The Executive’s initial pre-tax base salary shall be USD$_________ per month, paid monthly in arrears in accordance with the Company’s regular payroll practices, and such compensation is subject to annual review and adjustment by the Board in its sole discretion. The Executive shall also be entitled to receive salary, as and in the amount approved by the Board in advance, from any member of the Group.
Clause type: compensation
 In exchange for such performance, the Company agrees to pay the Employee a base salary of Two Hundred Seventy Five Thousand Dollars ($275,000.00) per year, which shall be paid in accordance with the customary payroll practices of the Company, which may be adjusted by the Company from time to time. Payments of base salary will begin with the Company’s first payroll cycle following the Commencement Date. The Employee shall be eligible to receive an annual bonus of up to fifty percent (50%) of the Employee’s annual base salary if the Company determines that the Employee achieved the performance targets and other criteria set in the Annual Incentive Plan (“AIP”). The target bonus pursuant to the AIP may be adjusted by the Company from time to time. The Employee shall also be eligible for other benefits provided to employees of the Company, including but not limited to, personal time off (accrued at the rate of twenty-five (25) days per year), health insurance and officers and directors liability insurance pursuant to the terms of the applicable benefit plans or arrangements. In addition, the Company shall reimburse the Employee for all reasonable, ordinary and necessary business, travel or other expenses incurred by Employee in the performance of Employee’s services hereunder in accordance with the policies of the Company as they are from time to time in effect.
Clause type: payment
 The exercise price of any Shares purchased shall be paid solely in cash, by certified or cashier's check, by money order, by personal check (if approved by the Company), or in Common Stock owned by the Optionee (if the Optionee owned such Common Stock for six months prior to using such stock to exercise the Option) (or by a combination of the above). If the exercise price is paid in whole or in part with Shares of Common Stock of the Company, such Common Stock shall be valued at its Fair Market Value on the date of exercise. Any Common Stock delivered in satisfaction of all or a portion of the exercise price shall be appropriately endorsed for transfer and assignment to the Company. For purposes hereof, "Fair Market Value" of a Share on a particular date shall be the closing price of Common Stock, which shall be (i) if the Common Stock is listed for trading on any United States national securities exchange or the NASDAQ National Market System, the last reported sale price of Common Stock on such exchange as reported in any newspaper of general circulation, (ii) if the Common Stock is not listed as provided in (i) above, but is otherwise quoted on NASDAQ or any similar system of automated dissemination of quotations of securities prices in common use, the mean between the closing high bid and low asked quotations for such day of the Common Stock on such system or (iii) if neither clause (i) nor (ii) is applicable, a value determined by any fair and reasonable means prescribed by the Company.
Clause type: whereas
it is proposed that the Company enter into that certain Private Placement Warrants Purchase Agreement, with Peridot Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of 8,000,000 warrants (or up to 8,900,000 warrants if the underwriters in the Public Offering (defined below) exercise their Over-allotment Option (as defined below) in full) simultaneously with the closing of the Public Offering (and the closing of the Over-allotment Option, if applicable), bearing the legend set forth in Exhibit B hereto (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant. Each Private Placement Warrant entitles the holder thereof to purchase one Ordinary Share (as defined below) at a price of $11.50 per share, subject to adjustment as described herein; and
Clause type: counterparts
This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract, and shall become effective as provided in Section 9.03. Delivery of an executed counterpart to this Agreement by facsimile transmission (or other electronic transmission pursuant to procedures approved by the Administrative Agent) shall be as effective as delivery of a manually signed original.
Clause type: insurance
The Borrower will, and will cause its Parent and each of the Subsidiaries of the Parent to, maintain or cause to be maintained, with financially sound and reputable insurers, public liability and property damage insurance with respect to its business and the Properties and the business and Properties of its Parent and the Subsidiaries of the Parent against loss or damage of the kinds and for amounts customarily carried or maintained by corporations of established reputation engaged in similar businesses and will deliver evidence thereof to the Administrative Agent. With respect to such insurance maintained by any Loan Party, the Borrower shall, and shall cause each Loan Party to, maintain insurance in accordance with Section 7(a) of the Guaranty and Security Agreement. In the event the Parent or any of its Subsidiaries fails to provide the Administrative Agent with evidence of the insurance coverage required by this Agreement and the Guaranty and Security Agreement, the Administrative Agent may purchase insurance at the Borrower's expense to protect the Administrative Agent's interests in the Collateral. This insurance may, but need not, protect the interests of the Parent or any of its Subsidiaries. The coverage purchased by the Administrative Agent may not pay any claim made by the Parent or any of its Subsidiaries or any claim that is made against the Parent or any of its Subsidiaries in connection with the Collateral. The Borrower may later cancel, or cause to be cancelled, any insurance purchased by the Administrative Agent, but only after providing the Administrative Agent with evidence that the Borrower has obtained, or has caused to be obtained, insurance as required by this Agreement. If the Administrative Agent purchases insurance for the Collateral, the Borrower will be responsible for the costs of that insurance, including interest and other Charges imposed by such the Administrative Agent in connection with the placement of the insurance, until the effective date of the cancellation or expiration of the insurance. The costs of the insurance may be added to the Obligations. The costs of the insurance may be more than the cost of insurance the Borrower is able to obtain on its own.
Clause type: entire
Agreement. This Agreement, constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.
Clause type: investments
 All Investments of each of the Credit Parties and their Subsidiaries are permitted by Section 6.5.
Clause type: ownership_of_shares
 The Shares are owned of record and, except as set forth on Schedule 3(b) attached hereto, beneficially by Shareholder and, on the date hereof, the Shares constitute all of the Shares owned of record or beneficially by Shareholder. Shareholder has sole voting power and sole power of disposition with respect to all of the Shares, with no restrictions, subject to applicable federal securities laws, on Shareholder's rights of disposition pertaining thereto.
Clause type: investment-company-act
 The Issuer shall not be required to register as an "investment company" under the Investment Company Act of 1940, as amended (or any successor or amendatory statute).
Clause type: assignment
The work to be provided under this Agreement, and any claim arising thereunder, is not assignable or delegable by either party in whole or in part, without the express prior written consent of the other party, which consent shall not be unreasonably withheld.
Clause type: headings
The section headings appearing in this Lease are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of any Section.
Clause type: payment
 The City agrees to pay the Artist for one (1) portrait Two Hundred Dollars ($200.00). For payment an invoice must be submitted to the City in compliance with the City of West Lafayette’s procedures. Payment will be made within thirty (30) days of submission of the invoice to the City. The Artist shall be responsible for payment to all sub-contractors and vendors of the Artist.
Clause type: grant
 The Corporation is hereby granted the right (the "Repurchase Right"), exercisable at any time during the sixty (60)-day period following the date the Optionee ceases for any reason to remain in Service or (if later) during the sixty (60)-day period following the execution date of this Agreement, to repurchase at the Option Price all or (at the discretion of the Corporation and with the consent of the Optionee) any portion of the Purchased Shares in which the Optionee has not acquired a vested interest in accordance with the vesting provisions of paragraph 5.3 (such shares to be hereinafter called the "Unvested Shares"). For purposes of this Agreement, the Optionee shall be deemed to remain in Service for so long as the Optionee continues to render periodic services to the Corporation or any parent or subsidiary corporation, whether as an employee, a non-employee member of the board of directors, or an independent contractor or consultant.
Clause type: taxes
 Except as set forth on Section 3.14 of the Company Disclosure Schedule:
Clause type: definitions
All capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
Clause type: insurance
In addition to the insurance required hereunder with respect to Collateral, maintain insurance with insurers (with a Best Rating of at least A7, unless otherwise approved by Agent) reasonably satisfactory to Agent (and Agent acknowledges that insurer providing insurance on the Closing Date is satisfactory), (a) with respect to the Properties and business of Obligors and Subsidiaries of such type (including product liability, workers’ compensation, larceny, embezzlement, or other criminal misappropriation insurance), in such amounts, and with such coverages and deductibles as are customary for companies similarly situated; and (b) business interruption insurance in such amounts, and with such coverages and deductibles, as are customary for companies similarly situated, and subject to an Insurance Assignment satisfactory to Agent.
Clause type: taxes
 All tax returns required to be filed by the Company in any ----- jurisdiction have, in fact, been filed, and all taxes, assessments, fees and other governmental charges upon the Company or upon any of its properties, income or franchises, which are shown to be due and payable in such returns have been paid. For all taxable years ending on or before December 31, 1999, the federal income tax liability of the Company has been satisfied. The Company does not know of any proposed additional tax assessment against it for which adequate reserves have not been made on its balance sheet, and no material controversy in respect of additional federal or state income taxes due since said date is pending or, to the knowledge of the Company, threatened. The reserves for taxes on the books of the Company are adequate in all material respects for all open years, and for its current fiscal period.
Clause type: financing
 Approximately 58.25% of the aggregate Statistical Contract Value of the Initial Receivables, constituting 59.48% of the number of Initial Receivables as of the Initial Cutoff Date, were secured by or constitute Receivables of equipment that was new at the time the related Initial Receivable was originated; the remainder of the Initial Receivables represent financing or leases of used equipment; approximately 71.98% of the aggregate Statistical Contract Value of the Initial Receivables, constituting 74.55% of the number of Initial Receivables as of the Initial Cutoff Date, represent financing or leases of agricultural equipment; the remainder of the Initial Receivables represent financing or leases of construction equipment. The aggregate Statistical Contract Value of the Receivables for the purposes of the above calculations as of the Initial Cutoff Date is $674,351,153.55. Additionally, not more than 50% of the aggregate Contract Value of the Receivables, including, as of each Subsequent Transfer Date, all Subsequent Receivables previously transferred to CNHCR, will represent Contracts for the financing or lease of construction equipment. No Subsequent Receivable will represent the financing of truck equipment.