bhaskrr/legal-clauses huggingface dataset:
Clause type: loans
 Held For Sale–determined as of April 30, 2005 upon closing of Conversion. Receivables–determined as of April 30, 2005 upon closing of Conversion. Prepaid Medical–determined as of April 30, 2005 upon closing of Conversion. Facilities Agreement for Windermere Mortgage Services Series LLC/Northwest Systems Description Serial No. Location FURNITURE & FIXTURES 0381 WORKSTATION (1), CHAIRS (3) Ballard Member’s Name Date of Initial Capital Contribution, Issue or Transfer Initial Capital Contribution Percentage Interest in Series/ Oak Tree HomeStreet/WMS, Inc. May 1, 2005 50% of assets set forth on Schedule A to this Exhibit B-12 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series LLC/Oak Tree) 50 % Windermere Real Estate/Oak Tree, Inc. May 1, 2005 50% of assets set forth on Schedule A to this Exhibit B-12 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series LLC/Oak Tree) 50 % 0.80% of the following Current Assets owned by Windermere Mortgage Services, LLC, a Washington limited liability company, as of April 30, 2005 and all related liabilities: Cash Operating Accounts – determined as of April 30, 2005 upon closing of Conversion. Cash-Money Market – determined as of April 30, 2005 upon closing of Conversion.
Clause type: miscellaneous
Section 5.01 This Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws that would cause the application of laws of another jurisdiction. This Supplemental Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of the Indenture and shall, to the extent applicable, be governed by such provisions.
Clause type: base-salary
 As compensation for all services rendered under this Agreement, the Company will pay to the Employee and the Employee will accept from the Company a base salary of $400,000 (USD) per annum. The base salary will be paid semi-monthly, in arrears, in equal instalments, less statutory and other authorized deductions.
Clause type: entire
Agreement. Except as otherwise expressly provided in this Agreement, this Agreement constitutes the entire agreement of the Parties hereto with respect to the subject matter of this Agreement and supersedes all prior agreements and undertakings, both written and oral, between or on behalf of the Parties hereto with respect to the subject matter of this Agreement.
Clause type: investment_company
 The Company (including its subsidiaries) is not an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for an investment company, within the meaning of the Investment Company Act of 1940 and will not be deemed an “investment company” as a result of the transactions contemplated by this Agreement.
Clause type: headings
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
Clause type: miscellaneous
(a) Except as provided herein, this option may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Optionee.
Clause type: base-salary
 During the Term of Employment, the Company shall pay Executive an annualized base salary of $1,200,000, minus applicable deductions and withholdings (“Base Salary”), payable in accordance with the regular payroll practices applicable to executives of the Company. Executive shall not be entitled to receive any additional consideration for service during the Term of Employment as a member of the Board or the board of any of the Company’s Subsidiaries or Affiliates, to the extent applicable.
Clause type: headings
Section headings are for convenience of reference only and shall not be considered in the interpretation of this Agreement.
Clause type: payment
 A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later.
Clause type: whereas
certain licensing arrangements between the Trust and PFSI will be governed pursuant to the provisions of the License Agreement.
Clause type: payment
 Tenant shall pay to Landlord at the address specified in Section 1.1, or at such other place as Landlord may otherwise designate, as “Minimum Monthly Rent” for the Leased Premises the amount specified in Section 1.9 hereof, payable in advance on the first day of each month during the Term of the Lease. If the Term commences on other than the first day of a calendar month, the rent for the first partial month shall be prorated accordingly. All payments of Minimum Monthly Rent (including sums defined as rent in Section 2) shall be in lawful money of the United States, and payable without deduction, offset, counterclaim, prior notice or demand.
Clause type: payment
 Payment of the purchase price for, and delivery of certificates for, the Underwritten Securities shall be made at the Closing Location, or at such other place as shall be agreed upon by the Underwriters and the Company, at the “Closing Time” specified in the applicable Terms Agreement or the applicable written notice from the Representative to the Company in connection with an election to purchase Optional Securities, as the case may be (the date on which the Closing Time occurs being referred to as the “Closing Date”), or such other time not later than ten Business Days after such date as shall be agreed upon by the Representative and the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated in writing by the Company, against delivery to the Underwriters for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Underwritten Securities which it has severally agreed to purchase. The Representative, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Underwritten Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder.
Clause type: capitalization
 (a) As of the Effective Date, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, of which 39,385,363 shares are issued and outstanding, and no shares are held by the Company as treasury shares. All outstanding shares of Common Stock are duly authorized, validly issued, fully paid and nonassessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the stockholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the date of this Agreement, except to the extent described in Schedule 5.9(a), (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company, or arrangements by which the Company is or may become bound to issue additional shares of capital stock, (ii) there are no outstanding debt securities, notes, credit agreements, credit facilities, or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries, and (iii) there are no securities or instruments containing anti-dilution or similar provisions that would be triggered by the issuance of the Amended Notes or the New Warrants or the conversion or exercise thereof. Except as may be described in any documents which have been publicly filed by any of the Company’s stockholders, to the Company’s knowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs.
Clause type: capitalization
 The outstanding capital stock of the Company as of June 30, 2003 is as described in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003. The Company has not issued any capital stock since June 30, 2003 other than pursuant to (i) the exercise of employee stock options under the stock option plans disclosed in the SEC Reports and (ii) the exercise of rights under the Company’s Employee Stock Purchase Plan disclosed in the SEC Reports. The Shares to be sold pursuant to the Agreements have been duly authorized, and when issued and paid for in accordance with the terms of the Agreements, will be duly and validly issued, fully paid and nonassessable. The outstanding shares of capital stock of the Company have been duly and validly issued and are fully paid and nonassessable, have been issued in compliance with the registration requirements of federal and state securities laws, and were not issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except for options issued under the Company’s stock option plans, warrants outstanding as described in the SEC Reports and rights under the Company’s Employee Stock Purchase Plan or Rights Agreement with Wells Fargo Bank Minnesota (formerly Norwest Bank Minnesota) as Rights Agent, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any unissued shares of capital stock or other equity interest in the Company, or any contract, commitment, agreement, understanding or arrangement of any kind, in either case to which the Company is a party and providing for the issuance or sale of any capital stock of the Company, any such convertible or exchangeable securities or any such rights, warrants or options. Without limiting the foregoing, no preemptive right, co-sale right, registration right, right of first refusal or other similar right exists with respect to the issuance and sale of the Shares, except as provided in the Agreements. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Common Stock to which the Company is a party. Other than one share held by the Chief Executive Officer of the Company for compliance with local law, the Company owns the entire equity interest in the Subsidiaries, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest.
Clause type: counterparts
This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, but all counterparts shall together constitute one and the same instrument.
Clause type: ownership_of_shares
 As of the date hereof, the Holder is the owner of the number of Ordinary Shares and Other Securities set forth in the preamble and it is entitled to vote such Ordinary Shares and Other Securities, without restriction, on all matters brought before holders of share capital of the Company, which Ordinary Shares represents on the date hereof the percentage of the outstanding share capital and voting power of the Company set forth in the preamble. Such Ordinary Shares and Other Securities are all the securities of the Company owned, either of record or beneficially, by the Holder. Such Ordinary Shares are owned free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Holder’s voting rights, charges and other encumbrances of any nature whatsoever. The Holder has not appointed or granted any proxy, which appointment or grant is still effective, with respect to the Ordinary Shares or Other Securities owned by the Holder.
Clause type: whereas
each Separate Account is a duly organized, validly existing segregated asset account, established by resolution of the Board of Directors of the Company under the insurance laws of the State of Connecticut to set aside and invest assets attributable to the Contracts; and
Clause type: payment_terms
 The payment of the purchase price shall be made by Buyer as follows: OR An interest bearing account, the interest on which, in absence of default by Buyer, shall accrue to the benefit of Buyer. Broker may charge a fee for establishing an interest bearing account.
Clause type: taxes
 Any and all payments by or on account of any obligation of Applicant hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if Applicant shall be required by applicable law to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) Citibank receives an amount equal to the sum it would have received had no such deductions been made, (ii) Applicant shall make such deductions and (iii) Applicant shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Clause type: payment
 Upon a determination of liability under this Article V the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount so determined within five (5) Business Days after the date of such determination. If there should be a dispute as to the amount or manner of determination of any indemnity obligation owed under this Agreement, the Indemnifying Party shall nevertheless pay when due such portion, if any, of the obligation that is not subject to dispute. Upon the payment in full of any amounts due under this Article V with respect to any claim, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party against any Person with respect to the subject matter of such claim.
Clause type: base-salary
 The Company shall pay to the Executive an aggregate base salary at a rate of Five Hundred Thousand Dollars ($500,000) per annum, payable in accordance with the Company’s normal payroll practices. Such base salary may be increased from time to time by the Board of Directors in accordance with the normal business practices of the Company. Compensation of the Executive by the base salary payments shall not be deemed exclusive and shall not prevent the Executive from participating in any other compensation or benefit program of the Company. Such base salary payments (including increases thereto) shall not in any way limit or reduce any other obligation of the Company hereunder, and no other compensation, benefit or payment hereunder shall in any limit or reduce the obligation of the Company with respect to such base salary.
Clause type: investments
 With respect to any Person, all shares of capital stock, evidences of Indebtedness and other securities issued by any other Person and owned by such Person, all loans, advances, or extensions of credit to, or contributions to the capital of, any other Person, all purchases of the securities or business or integral part of the business of any other Person and commitments and options to make such purchases, all interests in real property, and all other investments; provided, however, that the term “Investment” shall not include (i) equipment, inventory and other tangible personal property acquired in the ordinary course of business, or (ii) current trade and customer accounts receivable for services rendered in the ordinary course of business and payable in accordance with customary trade terms. In determining the aggregate amount of Investments outstanding at any particular time: (a) there shall be included as an Investment all interest accrued with respect to Indebtedness constituting an Investment unless and until such interest is paid; (b) there shall be deducted in respect of each Investment any amount received as a return of capital; (c) there shall not be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise, except that accrued interest included as provided in the foregoing clause (a) may be deducted when paid; and (d) there shall not be deducted in respect of any Investment any decrease in the value thereof. Issuing Lender. KeyBank, in its capacity as the Lender issuing the Letters of Credit and any successor thereto.
Clause type: definitions
(a) Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Indenture.
Clause type: payment
 A payment on account of or with respect to any Note shall include, without limitation, any direct or indirect payment of principal, premium or interest with respect to or in connection with any optional redemption or purchase provisions, any direct or indirect payment payable by reason of any other Indebtedness or Obligation being subordinated to the Notes, and any direct or indirect payment or recovery on any claim as a Holder relating to or arising out of this Indenture or any Note, or the issuance of any Note, or the transactions contemplated by this Indenture or referred to herein.
Clause type: board
 On the Closing, the Board of Directors of the Company shall have a meeting, at which all of the present directors of the Company shall resign, and they shall fill the vacancies created by their respective resignations, as members of the Company's Board of Directors, in accordance with the By-Laws of the Company, with such individuals as set forth in Section 2(L).
Clause type: grant
 The Company hereby grants to the Participant under the Plan an award of Restricted Stock Units, subject to all of the terms and conditions in this Agreement and the Plan.
Clause type: payment_terms
 You agree to be responsible for any and all charges, damages and costs that you or anyone using your Waverly Hall Communications account. You agree to pay all monthly fees and installation charges including, but not limited to, applicable taxes, customer service fees, late fees and collection fees. Monthly fees will be billed one month in advance. If payment is not received by the due date, late fees and/or collection charges may be assessed and the Service may be terminated. You may incur charges including, without limitation, charges relating to the purchase of "premium" services, such as additional web space, business class services, or access to certain gaming sites in addition to those billed by Waverly Hall Communications. All such charges, including all applicable taxes, are your sole responsibility. You may be required to pay a reconnect fee and/or a security deposit in addition to all past due charges before the Service is reconnected.
Clause type: ownership_of_shares
 During the period three years prior to the date hereof (other than by reason of the execution, delivery and performance of this Agreement and the Support Agreements and the consummation of the transactions contemplated hereby and thereby, neither Parent nor any of its Subsidiaries, including Merger Sub, was an "interested stockholder" of the Company, as such term is defined in Section 203 of the DGCL or an "acquiring person" as such term is defined in Chapter 23B.19 of the Washington Business Corporation Act.
Clause type: investments
 Purchase, invest in or otherwise acquire or hold securities, including, without limitation, capital stock and evidences of indebtedness of, or make loans or advances to, but excluding from such prohibition commercial paper rated A/2 or P-2 or better and Euro-Time deposits, or enter into any arrangement for the purpose of providing funds or credit to, any other person, except:
Clause type: confidentiality
Except as may be required by law, regulation or applicable stock exchange listing requirements, unless and until the transactions contemplated hereby and the terms hereof are publicly announced or otherwise publicly disclosed by the Company, the parties hereto shall keep confidential and shall not publicly disclose the existence or terms of this Agreement.
Clause type: whereas
for Federal income tax purposes, it is intended that the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and this Agreement is intended to be and is adopted as a plan of reorganization for purposes of Sections 354 and 361 of the Code; and
Clause type: dividends
 (a) From and after the date of the issuance of any shares of Series B Preferred Stock, dividends at the rate per annum of eight percent (8%) of the Original Issue Price shall accrue on such shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock) (the “Series B Preferred Dividend”). Series B Preferred Dividends shall accrue daily, whether or not declared and shall be cumulative and non-compounding; provided however, that except as set forth in the following sentence of this Section 5(a) or in Section 1(a) or Section 6(a) of this Article FOURTH, such Series B Preferred Dividends shall be payable only when, as, and if declared by the Board of Directors and the Corporation shall be under no obligation to pay such Series B Preferred Dividends. The Corporation shall not declare, pay or set aside any dividends on shares of Series A Preferred Stock, Seed Preferred Stock or Common Stock of the Corporation (other than dividends on shares of Common Stock payable in shares of Common Stock) unless (in addition to the obtaining of any consents required elsewhere in the Certificate of Incorporation) the holders of the Series B Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series B Preferred Stock in an amount at least equal to the amount of the aggregate Series B Preferred Dividends then accrued on such share of Series B Preferred Stock and not previously paid. The Series B Preferred Dividend shall continue to accrue even if the Corporation does not have lawfully available funds to pay such Series B Preferred Dividend at the time of accrual.
Clause type: entire
Agreement. This Agreement and the Covenants Agreement contain the entire agreement of the parties hereto with respect to the terms and conditions of the Executive’s employment during the Term and activities following termination of this Agreement and the Executive’s employment with the Company and supersede any and all prior agreements and understandings, whether written or oral, between the parties hereto with respect to the subject matter of this Agreement or the Covenants Agreement. Each party hereto acknowledges that no representations, inducements, promises or agreements, whether oral or in writing, have been made by any party, or on behalf of any party, which are not embodied herein or in the Covenants Agreement. The Executive acknowledges and agrees that the Company has fully satisfied, and has no further, obligations to the Executive arising under, or relating to, any other employment or consulting arrangement or understanding (including, without limitation, any claims for compensation or benefits of any kind) or otherwise. No agreement, promise or statement not contained in this Agreement or the Covenants Agreement shall be valid and binding, unless agreed to in writing and signed by the parties sought to be bound thereby.