bhaskrr/legal-clauses huggingface dataset:
Clause type: miscellaneous
The reimbursement, indemnification and contribution agreements contained in this Agreement and the representations, warranties and covenants in this Agreement shall remain in full force and effect regardless of (a) any termination of this Agreement, (b) any investigation made by or on behalf of any Underwriter or controlling person thereof, or by or on behalf of the Issuer or its directors or officers and (c) delivery of and payment for the Shares under this Agreement. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may only be amended or modified in writing, signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. If the foregoing letter is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Issuer and the several Underwriters in accordance with its terms. Very truly yours, RESACA EXPLOITATION, INC. By John J. Lendrum, III Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. RBC CAPITAL MARKETS CORPORATION As the Representative of the several Underwriters listed on Schedule I By: Name: Title: RBC Capital Markets Corporation Seymour Pierce Limited Canaccord Adams Inc. Madison Williams and Company Morgan Keegan & Company, Inc. Natixis Bleichroeder LLC Pritchard Capital Partners, LLC Total RBC Capital Markets Corporation As the Representative of the several underwriters, c/o RBC Capital Markets One Liberty Plaza, 165 Broadway New York, New York 10006-1404 Ladies and Gentlemen: The undersigned understands that RBC Capital Markets Corporation Inc. (the “Representative”), as representative of the several underwriters (the “Underwriters”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) providing for the purchase of shares (the “Shares”) of the Common Stock...
Clause type: whereas
the Board of Directors of the Company (the “Board”) considers it essential to the best interests of the Company and its stockholders to assure that the Company and its Subsidiaries (as defined below) will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change in Control (as defined below); and
Clause type: entire
Agreement. This Agreement contains the entire agreement of the parties concerning the Executive’s employment and all promises, representations, understandings, arrangements and prior agreements on such subject are merged herein and superseded hereby. The provisions of this Agreement may not be amended, modified, repealed, waived, extended or discharged except by an agreement in writing signed by the party against whom enforcement of any amendment, modification, repeal, waiver, extension or discharge is sought. No person acting other than pursuant to a resolution of the Board of Directors or the Committee shall have authority on behalf of the Company to agree to amend, modify, repeal, waive, extend or discharge any provision of this Agreement or anything in reference thereto or to exercise any of the Company’s rights to terminate or to fail to extend this Agreement.
Clause type: confidentiality
4.1 Party B agrees to take reasonably best efforts to keep in confidence Party A’s confidential information and materials (“Confidential Information”) that it may be aware of or have access to in connection with its acceptance of Party A’s exclusive consulting and services. Without prior written consent from Party A, Party B shall not disclose, offer or transfer any Confidential Information to any third party. If this Agreement terminates and upon Party A’s request, Party B shall return to Party A or destroy all of the documents, materials or software containing Confidential Information, and shall delete any Confidential Information from all relevant memory devices and cease to use any Confidential Information.
Clause type: taxes
 All federal, state and other tax returns of NSA REIT or any of its Subsidiaries required by Applicable Law to be filed have been duly filed, and all federal, state and other taxes, assessments and other governmental charges or levies upon NSA REIT and its Subsidiaries and their respective properties, income, profits and assets which are due and payable have been paid, except any such nonpayment which is at the time permitted under Section 8.6. As of the Agreement Date, none of the United States income tax returns of NSA REIT or any of its Subsidiaries is under audit. All charges, accruals and reserves on the books of NSA REIT and its Subsidiaries in respect of any taxes or other governmental charges are in accordance with GAAP.
Clause type: taxes
 The Borrower shall pay or cause to be paid all taxes, assessments or governmental charges on or against it or any of its Subsidiaries or its or their properties on or prior to the time when they become due; except for any tax, assessment or charge that is being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been established and are being maintained in accordance with GAAP if no Encumbrance shall have been filed to secure such tax, assessment or charge.
Clause type: capitalization
 The Company has an authorized capitalization as set forth in the General Disclosure Package, and the outstanding shares of capital stock of the Company have been duly authorized and are validly issued and fully paid and nonassessable. Except as set forth in the General Disclosure Package and the Final Prospectus, no person has the right to act as an underwriter to the Company in connection with the offer and sale of the Securities.
Clause type: whereas
the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised of one Ordinary Share and one-third of one Public Warrant (as defined below) (the “Units”) and, in connection therewith, has determined to issue and deliver up to 9,583,333 redeemable warrants (including up to 1,250,000 redeemable warrants subject to the Over-allotment Option) to public investors in the Offering (the “Public Warrants” and, together with the Private Placement Warrants, the “Warrants”). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Shares”), for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction of a Warrant; and
Clause type: stock_option
 During the Executive's continued full and satisfactory performance of his duties and responsibilities hereunder, and subject to the provisions in paragraph 7 hereinbelow, the Company shall award to him, in four quarterly installments on each three month anniversary after the Commencement Date, options to purchase shares of common stock of the Company pursuant to, and in accordance with the terms and conditions of, the China Biopharmaceuticals Holdings, Inc. 2004 Stock Option Plan expected to be adopted by the Company's Board of Directors on August 20, 2004 (the "Stock Option Plan") and any stock option agreement entered into by the Company and the Executive. The exercise price for each option granted to the Executive shall be US$1.5. Each quarterly grant shall consist of the quantity of shares of common stock of the Company whose aggregate market price at close of trading on the date of grant minus their aggregate exercise price equals $7,500.00. The Executive's right to receive any quarterly grant of stock options is subject to and conditional upon his status as a full-time employee of the Company at the time of such grant, and the Executive shall not be entitled to any portion of any quarterly grant that has not already been awarded to him prior to his last date of full-time employment with the Company.
Clause type: payment
 3.1 Subject to the withholding obligations and any requirements of Section 4 then applicable, the Company shall deliver to the Participant certificates representing the TSR Rewards, if any, for the TSR Performance Period within 75 days after the end of the TSR Performance Period.
Clause type: payment
 Tenant shall pay the entire cost of all Tenant Work so that the Premises, including Tenant’s leasehold, shall always be free of liens for labor or materials. If any such lien is filed that is claimed to be attributable to Tenant or persons acting under Tenant, then Tenant shall promptly (and always within thirty (30) days of Tenant’s notice of filing thereof) discharge the same.
Clause type: investments
 No Credit Party holds any Investment other than Investments permitted by Section 6.2(i).
Clause type: financing
 The Developer is responsible for obtaining the necessary financing for the design, engineering, procurement, installation, construction, testing, commissioning, and operation of the Transmission Project in accordance with the milestone set forth in Appendix C of this Agreement.
Clause type: loans
 Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a "Loan") to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date, in an aggregate amount not to exceed at any time outstanding the amount of such Lender's Commitment;
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of 40,000,000 shares of Company Common Stock and 1,500,000 shares of Company Preferred Stock, of which, as the date hereof, (i) 14,168,527 shares of Company Common Stock are issued and outstanding, (ii) no shares of Company Common Stock are held in the treasury of the Company, (iii) 255,000 shares of Series B Preferred Stock are issued and outstanding, all of which are owned of record by the Shareholder, (iv) 140,000 shares of Series C Preferred Stock are issued and outstanding, all of which are owned of record by the Shareholder, (v) 120,000 shares of Series D Preferred Stock are issued and outstanding, all of which are owned of record in equal number by Matthew B. Lawer, Suzanne M. Lawer, the Lawer Family Trust and Michael J. Lawer, (vi) no shares of Company Preferred Stock are held in the treasury of the Company, (vii) an aggregate of 2,519,372 shares of Company Common Stock are reserved for future issuance pursuant to, or upon exercise of the Options, (viii) 5,317,813 shares of Company Common Stock are reserved for issuance upon conversion of the Series B Preferred Stock and accrued dividends thereon, (ix) 4,311,375 shares of Common Stock are reserved for issuance upon conversion of the Series C Preferred Stock and accrued dividends thereon, (x) 1,744,333 shares of Company Common Stock are reserved for issuance upon conversion of the Series D Preferred Stock and accrued dividends thereon, (xi) 2,986,467 shares of Company Common Stock are reserved for issuance pursuant to, or upon exercise of the Warrants, (xii) 3,499,988 shares of Company Common Stock are reserved for issuance upon conversion of the Convertible Note and (xiii) no shares of Company Common Stock are reserved for issuance under the Company's 1995 Directors Stock Grant Plan. Section 4.3(a) of the Company Disclosure Schedule sets forth (A) for each series of Company Preferred Stock, (1) the number of shares outstanding, the per-share conversion price, the aggregate dollar amount of accrued dividends with respect to such shares and the number of shares of Company Common Stock into which such shares and accrued dividends are convertible, in each case as of August 23, 2001 and (2) the name and address of each record holder of shares and the number of shares owned of record by each such holder as of August 23, 2001 (B) the number of shares of Company Common Stock issuable upon conversion of the Convertible Note as of August 23, 2001, (C) ...
Clause type: ownership_of_shares
 Upon the transfer of all of the issued and outstanding shares of Loomis Common Stock to the Loomis Stockholders Trust by the Stockholders as contemplated hereby and pursuant to the Business Trust Agreement, the Loomis Stockholders Trust will be the holder of record and own beneficially all of the issued and outstanding shares of Loomis Common Stock. As of the date hereof, the Loomis Stockholders Trust owns 1,344,433 shares of Loomis Common Stock. At or immediately prior to the Closing, the Loomis Stockholders Trust will own all of the issued and outstanding shares of Loomis Common Stock free and clear of any Liens. The Loomis Stockholders Trust is not a party to any voting trust, proxy or other agreement with respect to the voting of any shares of Loomis Common Stock other than the Stockholders Agreement among Loomis and the Stockholders.
Clause type: investment-company-act
 No Borrower is an “investment company” within the meaning of the Investment Company Act of 1940.
Clause type: interest
 The 2040 Notes will bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months) from September 15, 2015 at the rate of 5.60% per annum, payable semiannually in arrears; interest payable on each Interest Payment Date (as defined in the Indenture) will include interest accrued from September 15, 2015, or from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest Payment Dates on which such interest shall be payable are March 15 and September 15, beginning on March 15, 2016; and the Regular Record Date for the interest payable on any Interest Payment Date is the close of business on the March 1 or September 1 (whether or not a Business Day), as the case may be, immediately preceding the relevant Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day will be due on the next succeeding Business Day as if made on the date the payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date to the date of payment on the next succeeding Business Day.
Clause type: whereas
the Advisor serves as Investment Advisor to each Series pursuant to an Investment Advisory Agreement; NOW, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt whereof is hereby acknowledged, the parties hereto agree as follows:
Clause type: termination
The obligations of the Underwriters hereunder may be terminated by the Representatives by notice given to and received by the Company prior to delivery of and payment for the Firm Units if, prior to that time, any of the events described in Sections 7(i) and 7(j) shall have occurred or if the Underwriters shall decline to purchase the Units for any reason permitted under this Agreement.
Clause type: payment_terms
 4.1 Customer shall pay for the Services within thirty days of invoice date. All prices are in U.S. dollars, and all payments shall be in U.S. currency, unless otherwise set forth in the Transaction Document. All taxes (other than taxes assessed on the net income of Akamai) are the responsibility of Customer. There shall be no deduction in respect of any such taxes or any offset against payment for any taxes, and all payments shall be grossed up to take account of any withholding taxes. After the initial Term of the applicable Transaction Document, Akamai may amend the fees for any Service upon thirty days prior notice if such change is generally applicable to its customers, provided that if Akamai increases the fees Customer shall have the right to terminate its purchase of the applicable Service without termination charge by providing written notice to Akamai within thirty days of the effectiveness of the increased fees.
Clause type: entire
Agreement. This Agreement and the other agreements referred to herein set forth the entire understanding of the parties hereto relating to the subject matter hereof and thereof and supersede all prior agreements and understandings among or between any of the parties relating to the subject matter hereof and thereof.
Clause type: headings
The headings of the Sections hereof are inserted for convenience only and shall not be deemed to constitute a part, or affect the meaning, of this Agreement.
Clause type: definitions
Unless the context otherwise requires, the following terms shall have the following meanings for purposes of this Agreement:
Clause type: now
THEREFORE. IN CONSIDERATION of the mutual promises and agreements herein contained, the parties agree as follows:
Clause type: investment-company-act
 Neither Holdings nor any of its Subsidiaries is an “investment company” (as the quoted term is defined or used in the Investment Company Act of 1940, as amended) that is required to be registered under such Act.
Clause type: investment-company-act
 The Company is not an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").
Clause type: taxes
 Pay and discharge all taxes, assessments and governmental charges or levies imposed upon them, upon their income or profits or upon any properties belonging to them, prior to the date on which penalties attach thereto, and all lawful claims for labor, materials and supplies when due, except that no such tax, assessment, charge, levy or claim need be paid which is being contested in good faith by appropriate proceedings as to which adequate reserves shall have been established, and no foreclosure, sale or similar proceedings have commenced.
Clause type: termination
This Agreement may be terminated at any time, without penalty, by the Directors of the Corporation or by the shareholders of a Fund acting by the vote of at least a majority of its outstanding voting securities (as that phrase is defined in Section 2(a)(42) of the 1940 Act), provided in either case that 60 days' written notice of termination be given to the Adviser at its principal place of business. This Agreement may also be terminated by the Adviser at any time by giving 60 days' written notice of termination to the Corporation, addressed to its principal place of business.
Clause type: taxes
 Each Loan Party and its Subsidiaries has timely filed or caused to be filed all federal, provincial, state, municipal, foreign and other Tax returns and reports required to be filed, and have timely paid all federal, provincial, state, municipal, foreign and Taxes levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) those which are being Contested in Good Faith and (b) failures to file or pay as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. There are no Tax audits, deficiencies, assessments or other claims with respect to any Loan Party or any of its Subsidiaries that could, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Clause type: investment-company-act
 The Borrower is not an "investment company", or an "affiliated person" of an "investment company", or a company "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended, and the Borrower is not an "investment adviser" or an "affiliated person" of an "investment adviser" as such terms are defined in the Investment Advisers Act of 1940, as amended.
Clause type: financing
 At the expiration of the Offer and at the Effective Time, Purchaser will have available all the funds necessary to consummate the Offer and the Merger in accordance with this Agreement, and to make all other necessary payments of fees and expenses required to be paid by Parent and Purchaser relating to such transactions.
Clause type: counterparts
This Agreement may be signed in two (2) counterparts, each of which shall be an original, but both of which shall constitute but one and the same instrument.
Clause type: ownership_of_shares
 Neither Parent nor any of its affiliates or associates (i) beneficially owns, directly or indirectly or (ii) is party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, in each case, shares of capital stock of Company.
Clause type: capitalization
 On the Initial Borrowing Date, the authorized capital stock of the Borrower shall consist of (i) 100,000,000 shares of common stock, $.01 par value per share and (ii) 5,000,000 shares of preferred stock, $.01 par value per value, of which no shares of such preferred stock are issued or outstanding. All outstanding shares of capital stock of the Borrower have been duly and validly issued, are fully paid and nonassessable. Except (i) as set forth on Schedule V and (ii) for options or warrants to purchase shares of common stock of the Borrower, as of the Initial Borrowing Date, the Borrower does not have outstanding any securities convertible into or exchangeable for its capital stock or outstanding any rights to subscribe for or to purchase, or any options for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, its capital stock.
Clause type: definitions
(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
Clause type: investment-company-act
 The Borrower is not an “investment company” within the meaning of the 1940 Act or is exempt from the provisions of the 1940 Act.
Clause type: representations
and Warranties. Borrower hereby represents and warrants to Lender the following (which shall survive the execution and delivery of this Agreement), the truth and accuracy of which are a continuing condition of the making of Loans and providing Letter of Credit Accommodations by Lender to Borrower:
Clause type: investments
 The Borrower will not, nor will it permit its Subsidiaries to, make or permit to exist any Investments except for Permitted Investments.
Clause type: assignment
Neither this Agreement nor any rights of the Investor or the Company hereunder may be assigned by either party to any other Person.
Clause type: dividends
 No subsidiary of the Company is subject to any material direct or indirect prohibition on paying any dividends to the Company, on making any other distribution on such subsidiary’s capital stock, on repaying to the Company any loans or advances to such subsidiary from the Company or on transferring any of such subsidiary’s property or assets to the Company or any other subsidiary of the Company, except as described in the Registration Statement, the General Disclosure Package and the Prospectus.