bhaskrr/legal-clauses huggingface dataset:
Clause type: indemnification
Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Clause type: representations
and Warranties. Each Party hereby represents and warrants to the other Party as follows:
Clause type: compensation
 3.1. The Trust, on behalf of each Fund, shall pay for the Services to be provided by Ultimus under this Agreement in accordance with, and in the manner set forth in, the fee letter attached to each addendum (each a “Fee Letter”), which may be amended from time to time. Each Fee Letter is incorporated by reference into this Agreement.
Clause type: capitalization
 The authorized and outstanding securities of the Company immediately prior to the initial investment in the Securities is as set forth in “Securities Being Offered” in the Offering Circular. Except as set forth in the Offering Circular, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), or agreements of any kind (oral or written) for the purchase or acquisition from the Company of any of its securities.
Clause type: confidentiality
The Employee agrees to use the Employee’s best efforts to maintain in confidence the existence of this Agreement, the contents and terms of this Agreement, and the consideration for this Agreement (hereinafter collectively referred to as “Release Information”). The Employee agrees to take every reasonable precaution to prevent disclosure of any Release Information to third parties and agrees that there will be no publicity, directly or indirectly, concerning any Release Information. The Employee agrees to take every precaution to disclose Release Information only to those attorneys, accountants, governmental entities and family members who have a reasonable need to know of such Release Information.
Clause type: payment
 Payment of the purchase price of any shares with respect ------- to which this Option is being exercised shall be by cash, certified or bank cashier's check, money order, personal check, with shares of Common Stock of the Company or by a combination of the above delivered to the Company and their exercise shall not be effective until such payment is made. If the exercise price is paid in whole or in part with shares of Common Stock of the Company, the value of the shares surrendered shall be the Fair Market Value on the date received by the Company. The certificate or certificates for shares of Common Stock as to which the Option shall be exercised shall be registered in the name of the person or persons exercising the Option.
Clause type: ownership_of_shares
 Such Rollover Shareholder is the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of, and has the sole (or shared with one or more Rollover Shareholders) power to vote and dispose of the number of Rollover Shares set forth opposite such Rollover Shareholder’s name in Annex A hereto free and clear of any and all Liens, except as may exist by reason of this Agreement, the Voting Agreement, the Series A SPA or pursuant to applicable law. Except as provided for in this Agreement and the Series A SPA, there are no outstanding options or other rights to acquire from such Rollover Shareholder, or obligations of such Rollover Shareholder to sell or to dispose of, any of such Rollover Shares.
Clause type: severability
If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.
Clause type: investments
 Other than Investments made by a Borrower in connection with any Liquidation Sale, no Borrower has any Investments or made any agreements or other legally binding commitments to invest in any Person.
Clause type: whereas
the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “SEC”), File Number 333-[•] under the Securities Act of 1933, as amended (the “Securities Act”).
Clause type: headings
The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
Clause type: taxes
 Each Loan Party and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except Taxes that are being contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has set aside on its books adequate reserves. No tax liens have been filed and no claims are being asserted with respect to any such taxes.
Clause type: payment
 For services performed in accordance with this Agreement, payment shall be made to Contractor as provided in Exhibit B hereto.
Clause type: investment-company-act
 No Credit Party is, or will during the term of this Credit Agreement be, an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940.
Clause type: notices
For purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to Company to: Sonic Solutions 101 Rowland Way Novato, CA 94945 Attention: Chief Executive Officer If to Executive to: Paul Norris c/o Sonic Solutions 101 Rowland Way Novato, CA 94945 or to such other address as either party may furnish to the other in writing in accordance herewith, except that notices of changes of address shall be effective only upon receipt.
Clause type: notices
Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Rights Certificate to or on the Company shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows: Simplex Solutions, Inc. 521 Almanor Avenue Sunnyvale, California 94085 Attention: Chief Executive Officer with a copy to: Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 Attention: Robert Sanchez Subject to the provisions of Section 21 hereof, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Rights Certificate to or on the Rights Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Company) as follows: La Salle Bank National Association 135 South La Salle Street, Room 1960 Chicago, Illinois 60603 Attention: Greg Malatia Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Rights Certificate shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company.
Clause type: board
 Prior to and upon the consummation of the Initial Public Offering, the Corporation shall have a Board consisting of 8 directors (each a “Director” and together, the “Directors”). The initial Directors of the Corporation upon the consummation of the Initial Public Offering shall be Patrick Dovigi, Dino Chiesa, Shahir Guindi, Arun Nayar, Paolo Notarnicola, Ven Poole, Raymond Svider and Blake Sumler.
Clause type: payment_terms
 4.1. Unless otherwise agreed in writing by Seller, payment shall be made within thirty (30) days net from the invoice date. Subject to Buyer's credit status at delivery, Seller reserves the right to define other payment terms or to stipulate a progress payment schedule in the Quotation.
Clause type: whereas
the Trust is registered as an open-end, diversified, management investment company under the Investment Company Act of 1940, as amended (“Investment Company Act”) which offers several series of shares of beneficial interests (“shares”) representing interests in separate investment portfolios; and
Clause type: base-salary
 During the term of this Agreement, the Company shall pay Executive a minimum base annual salary, before deducting all applicable withholdings, of $180,000.00 per year, payable at all times and in the manner dictated by the Company's standard payroll policies. The Executive shall be eligible to receive annual base salary increases as determined at the Company's discretion based upon Executive's performance.
Clause type: investments
 Purchase or otherwise acquire the capital stock or other equity of any other Person if such purchase or other acquisition violates the Borrower’s partnership agreement and after giving effect thereto, the Borrower is not in compliance with Section 7.09.
Clause type: taxes
 The distribution of Rights should not be taxable for federal income tax purposes. However, following an event that renders the Rights exercisable or upon redemption of the Rights, stockholders may recognize taxable income.
Clause type: grant
 For the purposes and upon the terms and conditions in this Mortgage, Mortgagor irrevocably mortgages, warrants, grants, conveys and assigns to Mortgagee, with right of entry and possession and, to the extent permitted by applicable law, power of sale, Mortgagor’s interest in the following now owned or hereafter acquired: (a) all of that tract or parcel(s) of land and other real property interests described on Exhibit A attached hereto (the “Land”) and all of the buildings, improvements, structures and fixtures (excluding any equipment owned by Praxair, Inc., including any such equipment deemed to be a fixture (the "Praxair Equipment")) now or subsequently located on the Land (the “Improvements,” the Land and the Improvements being collectively referred to as the “Real Property”); (b) all easements, rights-of-way and rights used in connection with or as a means of access to any portion of the Real Property; (c) all tenements, hereditaments and appurtenances thereof and thereto; (d) all right, title and interest of Mortgagor, now owned or hereafter acquired, in and to any land lying within the right-of-way of any street, open or proposed, adjoining the Real Property, and any and all sidewalks, alleys and strips and gores of land adjacent to or used in connection with the Real Property; (e) all buildings, improvements, fixtures, equipment, and property (excluding the Praxair Equipment) now or hereafter built on or in, or affixed to, the Real Property, including but not limited to boilers, engines, motors, dynamos and generating equipment; computers, computer workstations and terminals used in the operation of building systems; telephone and other communications systems; piping and plumbing fixtures; stoves, ranges, cooking apparatus and mechanical kitchen equipment; dishwashers, clothes-dryers, refrigerators and freezers; cooling, heating, ventilating, sprinkling and vacuum cleaning systems; fire extinguishing apparatus and equipment; gas and electric fixtures; irrigation systems and equipment; carpeting and underpadding; fire alarm, security and access control systems; elevators, escalators, partitions, mantels, built-in mirrors, window shades, blinds, screens, storm sash and awnings; furniture and furnishings of public spaces, halls and lobbies; incinerating systems and equipment; and landscaping now or hereafter erected or located on the Real Property (the “Tangible Personalty”); (f) all development rights, governmental or quasi-governmental licenses, perm...
Clause type: grant
 The Company is hereby granted the right of first refusal (the "Right of First Refusal"), exercisable in connection with any proposed transfer of any Shares purchased in accordance with this Agreement. For purposes of this Section 12, the term "transfer" shall include any sale, assignment, pledge, encumbrance or other disposition for value of the Shares intended to be made by the Optionee, but shall not include any of the permitted transfers under paragraph (e) of Section 3 and the term "Optionee" includes any successor in interest by reason of purchase, gift or other transfer.
Clause type: payment
 16.1 The method and conditions of payment to be made to the supplier under this contract shall be specified.
Clause type: definitions
The headings herein contained are for convenience and reference only and are not intended to define the scope of any provision thereof. The following words as used herein shall be construed to have the following meaning, unless otherwise apparent from the context in which they are used.
Clause type: base-salary
 During the Term, the Company shall pay Employee an annual base salary per year in an amount not less than $225,000. Such annual base salary shall be payable in accordance with the Company's customary pay schedule. During the Term, the base salary of Employee shall not be reduced below the minimum required by this Section.
Clause type: payment
 Payment will be made within thirty (30) days after products have been received, accepted and properly invoiced as indicated in contract and/or order. At a minimum, invoices shall contain the identity of the provider of the services, the date of the services, a description of the services, and any applicable taxes. Invoices must bear the purchase order number.
Clause type: 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 described in each of the Registration Statement, the Time of Sale Information and the Prospectus, will not be an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Investment Company Act”).
Clause type: insurance
Each Borrower will, and will cause each of its Restricted Subsidiaries to, maintain with financially sound and reputable insurers insurance (including flood insurance on a Building or Manufactured (Mobile) Home) with respect to their properties and business against such casualties and contingencies as shall be in accordance with the general practices of businesses engaged in similar activities in similar geographic areas and in amounts, containing such terms, in such forms and for such periods as described on Schedule 9.7 and as may be reasonable and prudent and all such insurance shall (i) to the extent such insurance is obtainable after the Borrowers’ use of commercially reasonable efforts, provide for not less than 30 days’ prior notice by the insurer of such insurance to the Administrative Agent of termination, lapse or cancellation of such insurance and (ii) name the Administrative Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Secured Parties (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable.
Clause type: confidentiality
The BANK agrees to keep confidential any information provided to it by or on behalf of the BORROWER pursuant to or in connection with the LOAN DOCUMENTS, other than information that has been publicly disclosed or is otherwise publicly available other than in breach of this SECTION 8.16; provided that nothing herein shall prevent the BANK from disclosing any such information: (i) to any potential assignee of or participant in the LOANS or any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the BORROWER and its obligations which agrees in writing to comply with the provisions of this section; (ii) to its affiliates and the employees, officers, partners, directors, agents, attorneys, accountants, and other professional advisors of it and its affiliates, provided that such recipients are obligated to keep the information confidential; (iii) upon the request or demand of any GOVERNMENTAL AUTHORITY having jurisdiction over the BANK, including during the course of periodic examinations and reviews of the BANK; (iv) in connection with the exercise of any remedy hereunder; (v) in connection with any litigation to which the BANK may be a party; and (vi) if, prior to such information having been so provided or obtained, such information was already in the BANK’s possession on a non-confidential basis without, to the best of the BANK’s knowledge, a duty of confidentiality to the BORROWER being violated.
Clause type: capitalization
 The authorized capital stock of HRCK consists of 100,000,000 shares of common stock, $0.001 par value. As of the Closing Date, 515,000 shares of common stock of HRCK were issued and outstanding. No shares have been registered under state or federal securities laws. As of the Closing Date, all of the issued and outstanding shares of common stock of HRCK are validly issued, fully paid and nonassessable. 6.3.
Clause type: taxes
 All taxes and assessments, including without limitation, excise taxes, ad valorem taxes and any other federal, state, local or tribal taxes or assessments attributable to the ownership or operation of the Properties prior to the Effective Time shall remain Seller’s responsibility, and all deductions, credits and refunds pertaining to the aforementioned taxes and assessments, no matter when received, shall belong to Seller. All taxes and assessments, including without limitation, excise taxes, ad valorem taxes and any other federal, state, local or tribal taxes and assessments attributable to the ownership or operation of the Properties on and after the Effective Time (excluding income taxes) shall be Buyer’s responsibility, and all deductions, credits and refunds pertaining to the aforementioned taxes and assessments, no matter when received, shall belong to Buyer. The Purchase Price will be adjusted at Closing as required to prorate taxes for the current year. If actual tax rates for the year 2006 are not known, the last rates in effect shall be used as an estimate, such to be corrected upon receipt of the assessment. The actual amounts or values associated with the above, if any, shall be accounted for in the Final Accounting Settlement.
Clause type: governing
Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state.
Clause type: payment
 Subject to the provisions of Paragraphs 4 and 5 of this Agreement, and unless Awardee makes an effective election to defer receipt of the Shares represented by the Restricted Share Units, on the date of vesting of any Restricted Share Unit, Awardee shall be entitled to receive from the Company (without any payment on behalf of Awardee other than as described in Paragraph 11) the Shares represented by such Restricted Share Unit; provided, however, that, subject to the next sentence, in the event that such Restricted Share Units vest prior to the applicable Vesting Date as a result of the death of Awardee or as a result of a Change of Control or otherwise, Awardee shall be entitled to receive the corresponding Shares from the Company on the date of such vesting. Notwithstanding the proviso of the preceding sentence, if Restricted Share Units vest as a result of the occurrence of a Change of Control or otherwise under circumstances where such occurrence would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code, and the regulations thereunder, and where Code Section 409A applies to such distribution, such proviso shall not apply and Awardee shall be entitled to receive the corresponding Shares from the Company on the date that would have applied absent such proviso. Elections to defer receipt of the Shares beyond the date of settlement provided herein may be permitted in the discretion of the Administrator pursuant to procedures established by the Administrator in compliance with the requirements of Section 409A of the Code.
Clause type: esop
 Prior to or concurrent with the Closing, the Corporation shall terminate the ESOP. AII and API hereby specifically acknowledge and agree that, notwithstanding such termination, upon Closing, the Surviving Corporation shall automatically become the administrator of the ESOP and shall, following the Closing Date, fully cooperate with the ESOP trustees to complete the liquidation of the ESOP in due course.
Clause type: capitalization
 The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than capital stock issued: (i) pursuant to the terms hereof, (ii) by the Company and reported by the Company pursuant to a Current Report filed on Form 8K under the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (iii) pursuant to the exercise of employee stock options under the Company’s stock option plans and/or the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans or (iv) upon the conversion or exercise of securities of the Company outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents.
Clause type: miscellaneous
When there is more than one Debtor named herein: (a) the word “Debtor” shall mean all or any one or more of them as the context requires; (b) the obligations of each Debtor hereunder are joint and several; and (c) until all Indebtedness shall have been paid in full, no Debtor shall have any right of subrogation or contribution, and each Debtor hereby waives any benefit of or right to participate in any of the Collateral or Proceeds or any other security now or hereafter held by Bank. Debtor hereby waives any right to require Bank to (i) proceed against Debtor or any other person, (ii) marshal assets or proceed against or exhaust any security from Debtor or any other person, (iii) perform any obligation of Debtor with respect to any Collateral or Proceeds, and (d) make any presentment or demand, or give any notice of nonpayment or nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any Collateral or Proceeds. Debtor further waives any right to direct the application of payments or security for any Indebtedness of Debtor or indebtedness of customers of Debtor.
Clause type: interest
 (a) Each Loan related to a LIBOR Advance shall bear interest during each Rent Period at a rate equal to the sum of (i) the LIBOR for such Rent Period, computed using the actual number of days elapsed and a 360 day year, plus (ii) the Applicable Margin per annum. Each Loan related to a Base Rate Advance shall bear interest at a rate equal to the sum of (i) the Base Rate in effect from time to time, computed using the actual number of days elapsed and a 360 day year, plus (ii) the Applicable Margin per annum.