bhaskrr/legal-clauses huggingface dataset:
Clause type: capitalization
 The authorized capital stock of the Company consists of 1,000,000 shares of Company Common Stock. As of the date of this Agreement and as of immediately prior to the Effective Time, and without giving effect to the transactions contemplated by this Agreement or any of the other Transaction Documentation, 1,000,000 shares of Company Common Stock are issued and outstanding and no shares of Company Common Stock are held in the treasury of the Company. As of the date of this Agreement and as of immediately prior to the Effective Time, there are no options to purchase shares of Company Common Stock issued and outstanding. As of the date of this Agreement and as of immediately prior to the Effective Time, there are no warrants to purchase shares of Company Common Stock or any other securities of the Company issued and outstanding. Section 2.2 of the Company Disclosure Schedule sets forth a complete and accurate list of (i) all stockholders of the Company, indicating the number and class of Company stock held by each stockholder, and (ii) all stock option plans and other stock or equity-related plans of the Company (the “Company Equity Plans”) and the number of shares of Company Common Stock remaining available for future awards thereunder. Except as set forth on Section 2.2 of the Company Disclosure Schedule, all of the issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of all preemptive rights. There are no outstanding or authorized options, warrants, securities, rights, agreements or commitments to which the Company is a party or which are binding upon the Company providing for the issuance or redemption of any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company. Other than in connection with the Merger, there are no agreements to which the Company is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act, or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Company. To the knowledge of the Company, there are no agreements among other parties, to which the Company is not a party and by which it is not bound, with respect to the voting (including without limitation voting trus...
Clause type: investments
 The Manager may invest any of the funds in the Reserve Funds in bank accounts, treasury bills or other instruments guaranteed or insured by the United States with a term not to exceed three months unless the Manager and Board agree otherwise. All bank accounts shall be insured by the FDIC or other mutually agreed upon commercial insurance or shall be adequately collateralized by the financial institution.
Clause type: investment-company-act
 Neither the Parent nor any of its Subsidiaries is required to be registered as an “investment company”, nor is it a company “controlled” by an “investment company”, as those terms are defined in the Investment Company Act of 1940, as amended.
Clause type: governing
Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the state of Texas, without giving effect to any choice of law or conflict of law provision or rule (whether of the state of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the state of Texas.
Clause type: employee_benefits
 (i) Section 2.2(v) of the Disclosure Schedule sets forth a correct and complete list of each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including, without limitation, multiemployer plans within the meaning of Section 3(37) of ERISA), and all stock purchase, stock option, severance, employment, change-in-control, fringe benefit, bonus, incentive, deferred compensation and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), whether formal or informal, oral or written, under which (A) any current or former employee or director of the Company or any of the Company Subsidiaries (the “Company Employees”) has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of the Company Subsidiaries or (B) the Company or any Company Subsidiary has had or has any present or future liability. All such plans, agreements, programs, policies and arrangements are collectively referred herein to as the “Benefit Plans.”
Clause type: ownership_of_shares
 Such DHS Holder is the sole record and -------------------- beneficial owner of that number of shares of DHS Common Stock set forth next to such DHS Holder's name on Schedule 1 annexed hereto. On the date hereof, such DHS Shares constitute all of the shares of DHS Common Stock owned of record or beneficially owned by such DHS Holder. Such DHS Holder has sole voting power and sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of disposition, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such DHS Shares with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. EXHIBIT 2
Clause type: now
THEREFORE in consideration of the promises and covenants contained herein, the parties agree as follows:
Clause type: definitions
Whenever used in this Agreement, the following words shall have the meanings set forth below:
Clause type: payment
 The Prompt Pay Act generally applies to payments to Provider. However, the Prompt Pay Act does not apply if Provider does not send invoices that comply with this Contract to vendorinvoices@glo.texas.gov. If Provider does not submit invoices in strict accordance with the instructions in this Contract, payment of invoices may be significantly delayed. The GLO will not pay interest, fees, or other penalties for late payments resulting from Provider’s failure to submit invoices in strict accordance with the instructions in this Contract.
Clause type: severability
If any of the provisions of this Agreement or the application thereof to any person or circumstance shall for any reason or to any extent be held invalid or unenforceable, the remainder of this Agreement and the application of this provision to such other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by Law.
Clause type: counterparts
12.1 This Agreement may be executed in any number of counterparts, and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart.
Clause type: definitions
When used in this Agreement, each of the following terms shall have the meanings set forth in this Article I:
Clause type: loans
 Make any loans or other advances of money to any Person, except (a) advances to an officer or employee for salary, travel expenses, commissions and similar items in the Ordinary Course of Business; (b) prepaid expenses and extensions of trade credit made in the Ordinary Course of Business; (c) deposits with financial institutions permitted hereunder; (d) loans or advances to officers or employees of any Credit Party or any Subsidiary for the purchase of Equity Interests of the Parent as part of the overall employee compensation or incentive programs of such Credit Party or Subsidiary, as applicable, in an aggregate outstanding principal amount not to exceed $10,000,000 at any time; (e), intercompany loans by a Borrower to another Borrower or Credit Support Party; (f) intercompany loans by any Borrower to the Parent made in substitution of (and not in addition to) any Distribution that might otherwise be made to the Parent pursuant to clause (e) of the definition of Permitted Distribution; and (g) to the extent constituting loans (including loans to Permitted Minority Joint Ventures), the transactions permitted under the definition of Permitted Investments.
Clause type: miscellaneous
This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of and be enforceable by each of the parties hereto and its successors and assigns. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. The headings in this Agreement are for purposes of reference only and shall not limit or define the meaning hereof. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument. In the event that any provision of this Agreement shall prove to be invalid or unenforceable, such provision shall be deemed to be severable from the other provisions of this Agreement which shall remain binding on all parties hereto.
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” 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: definitions
For purposes of this Chapter: business person means a national of a Party who is engaged in trade in goods, trade in services or investment activities; temporary entry means entry into the territory of a Party by a business person of the other Party without the intent to establish permanent residence; business visitor means a natural person of a Party who is: (i) a service seller who is a sales representative of a service supplier of that Party and is seeking temporary entry to the other Party for the purpose of negotiating the sale of services for that service supplier, where such representative will not be engaged in making direct sales to the general public or in supplying services directly; (ii) an investor of a Party or a duly authorized representative of an investor of a Party, who is seeking temporary entry into the territory of the other Party to establish, develop, administer, expand, monitor, or dispose an investment of that investor; or (iii) a goods seller who is seeking temporary entry to the territory of the other Party to negotiate the sale of goods where such negotiations do not involve direct sales to the general public; intra-corporate transferee means a manager, an executive, or a specialist, who is a senior employee of a service supplier of a Party with a commercial presence, as defined in Chapter 8 (Trade in Services), in the territory of the other Party; executive means a natural person within an organization who primarily directs the management of the organization, exercises wide latitude in decision-making, and receives only general supervision or direction from higher level executives, the board of directors and/or stockholders of the business. An executive would not directly perform tasks related to the actual provision of the service nor the operation of an investment; immigration measure means any law, regulation or procedure affecting the entry and sojourn of foreign nationals; manager means a natural person within an organization who primarily directs the organization or a department or sub-division of the organization, supervises and controls the work of other supervisory, professional or managerial employees, has the authority to hire and fire or take other personnel actions (such as promotion or leave authorization), and exercises discretionary authority over day-to-day operations; and specialist means an employee within an organization who possesses knowledge at an advanced level of technical expertise, and who possesses p...
Clause type: base-salary
 A base salary (the "Base Salary"), at the initial annual rate of not less than Seven Hundred Twenty-Five Thousand Dollars ($725,000.00) will be paid to the Executive in regular installments in accordance with the Company's designated payroll schedule.
Clause type: investment-company-act
 No Obligor will, either by act or omission, become, or permit any other Obligor to become, an "investment company" or a company "controlled" by an "investment company", within the meaning of the United States Investment Company Act of 1940, as amended.
Clause type: representations
and Warranties. (a) The Seller represents and warrants to the Purchaser, solely as to itself, in each case as of the Closing Date, that:
Clause type: headings
Headings appearing herein are used solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement.
Clause type: investment-company-act
 The Company is not and, after giving effect to the consummation of the transactions as described in the Prospectus, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, “Investment Company Act”).
Clause type: payment
 7.1. Subject to the due performance of the Contractor’s obligations, NICE will pay all invoices submitted by the Contractor in accordance with Annex 4 within 30 days of their receipt.
Clause type: interest
 Interest earned on each Participant’s subscription proceeds under §3.05(b)(1) shall be credited to the accounts of the respective subscribers who paid the subscription proceeds to the Partnership. The interest shall be paid to the Participants not later than the Partnership’s first cash distribution from operations. After the Offering Termination Date and until proceeds from the offering are invested in the Partnership’s natural gas and oil operations, any interest income from temporary investments shall be allocated pro rata to the Participants providing the subscription proceeds. All other interest income, including interest earned on the deposit of production revenues, shall be credited as provided in §5.01(b)(4), below.
Clause type: payment_terms
 Payments for each Trial Subject will be made quarterly and based on CRF data entered by Institution and/or Principal Investigator supporting enrolled Trial Subject visitation after source data verification. Payments will be made for completed visits and treatment related costs in accordance with Attachment B, unless otherwise noted in the Agreement. Invoices will be issued by Payee upon supporting documentation provided by Sponsor or Sponsor designee where will be listed an overview of conducted visits of Trial subjects and number of the examination. Invoices should be due within 45 days from issuing. The VAT number of subject on which the invoice should be issued will be provided together with the supporting documentation. Amounts for the Institution´s Pharmacy services will be listed in the supporting documentation separately from other amounts. For each payment, including any Screen Failures (as defined below) that may be payable under the terms of this Agreement, Payee will be paid the total amount earned, xxxxxxx. xxxxxxx. All queries must be resolved within five (5) business days of receipt by Institution and/or Principal Investigator any time during the Trial. xxxxxx A-2. Platební podmínky Platby za každý subjekt klinického hodnocení budou hrazeny čtvrtletně na základě údajů z CRF zadaných zdravotnickým zařízením a/nebo hlavním zkoušejícím získaných při návštěvách zařazených subjektů klinického hodnocení, a to po ověření zdrojové dokumentace. Platby budou provedeny za náklady na dokončené návštěvy a léčbu v souladu s přílohou B, nestanoví-li smlouva odlišně. Faktury budou vystaveny Příjemcem plateb se splatností do 45 dnů ode dne vystavení faktury na základě podkladů obdržených od zadavatele nebo jeho zmocněnce kde bude vyznačen přehled uskutečněných návštěv subjektů hodnocení a počty jednotlivých provedených vyšetření. Se zaslanými podklady je nutné zaslat také daňové identifikační číslo subjektu, jemuž bude vystavena faktura. Částky za služby provedené lékárnou zdravotnického zařízení musí být v podkladech k fakturaci vždy uvedeny odděleně od ostatních částek. Při každé platbě včetně neúspěšných screeningů (definovaných níže), která se stane v souladu s podmínkami této smlouvy splatnou, bude příjemci plateb vyplacena celková vydělaná částka xxxxxxxxx. xxxxxxxx. Všechny dotazy musí být vyřešeny do 5 pracovních dnů od jejich přijetí zdravotnickým zařízením nebo zkoušejícím, a to bez ohledu na fázi hodnocení. xxxxxxxx
Clause type: termination
This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior to delivery of and payment for the Securities, if prior to such time (i) there shall have been a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) there shall have been a suspension or material limitation in trading in the Company’s common stock on the New York Stock Exchange; (iii) there shall have been a general moratorium on commercial banking activities declared by either federal or New York state authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) there shall have been an outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, or (v) there shall have occurred any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives make it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated by any Preliminary Prospectus or the Final Prospectus.
Clause type: investments
 Set forth in Part B of Schedule IV is a complete and correct list of all Investments (other than Investments of the types referred to in clauses (c), (d) and (e) of Section 6.04) held by American Capital, LLC and any of the Loan Parties in any Person on the Effective Date and, for each such Investment, (x) the identity of the Person or Persons holding such Investment and (y) the nature of such Investment. Except as disclosed in Part B of Schedule IV, each of American Capital, LLC, the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Liens created pursuant to the Security Documents or permitted by Sections 6.02(a), (d) and (e)), all such Investments.
Clause type: compensation
 Directors shall receive such compensation for their services as Directors as shall be determined from time to time by resolution of the Board. Any Director may serve the Corporation in any other capacity as an officer, agent, employee, or otherwise, and receive compensation therefor.
Clause type: payment
 Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M. (New York City time) on the second (third, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of such Option Securities shall be made at the above mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to the bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually (as agreed among the Representatives) and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.
Clause type: employee_benefits
 (a) Parent agrees that, subject to any necessary transition period and subject to any applicable plan provisions, contractual requirements or Legal Requirements, all employees of the Acquired Corporations who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time ("Continuing Employees") will be eligible to participate in: (i) the Parent ESPP and, as determined by Parent, applicable stock option plans of Parent; (ii) Parent's non-equity employee benefit plans and programs, including any profit sharing plan, severance plan, medical plan, dental plan, life insurance plan, time-off programs and disability plan, in each case to substantially the same extent as similarly situated employees of Parent; (iii) such Company Employee Plans as are continued by the Company or any of its Subsidiaries following the Closing Date, or are assumed by Parent (for the purposes of this Section 5.5 only, the plans referred to in clauses "(i)" through "(iii)" of this sentence being referred to as "Specified Parent Benefit Plans"). Each Continuing Employee shall, to the extent permitted by applicable Legal Requirements, receive full credit for purposes of eligibility, vesting, level of benefits and benefit accrual under the Specified Parent Benefit Plans in which such Continuing Employee participates (other than under any sabbatical program or with respect to the vesting of any stock options granted by Parent after the Effective Time) for the years of continuous service by such Continuing Employee recognized by the Acquired Corporations prior to the Effective Time. With respect to any welfare benefit plans maintained by Parent for the benefit of Continuing Employees located in the United States, subject to any applicable plan provisions, contractual requirements or Legal Requirements, Parent shall: (A) cause to be waived, as required by applicable Legal Requirements, any eligibility requirements or pre-existing condition limitations; and (B) give effect, in determining any deductible maximum out-of-pocket limitations, to amounts paid by such Continuing Employees with respect to substantially similar plans maintained by any Acquired Corporation during the plan year in which the Effective Time occurs.
Clause type: investments
 The Borrower shall not, nor shall it permit any Loan Party to, make any Investment or otherwise acquire any interest in any Person, except: