bhaskrr/legal-clauses huggingface dataset:
Clause type: notices
All notices, requests and other communications (collectively, the "Notices") made pursuant to this Agreement shall be in writing and signed and correctly dated by the Party sending such Notice. All Notices shall be delivered personally (by courier or otherwise) or by facsimile to the receiving Party at the applicable address or facsimile number set forth below: If to the Company: Lyondell Chemical Company 1221 McKinney Street, Suite 700 Houston, Texas 77010 Attention: Gerald A. O'Brien Telecopy Number: 713-309-7312 with a copy to: Baker Botts L.L.P. 910 Louisiana Street Houston, Texas 77002 Attention: Stephen A. Massad Telecopy Number: 713-229-1522 and Lyondell Chemical Company 1221 McKinney Street, Suite 700 Houston, Texas 77010 Attention: General Counsel Telecopy Number: 713-652-4538 If to an OCHC Party: such party c/o Occidental Chemical Holding Corporation 5005 LBJ Freeway Dallas, TX 75244 Attention: General Counsel Telecopy Number: 972-404-4155 Any Notice delivered personally shall be deemed to have been given on the date it is so delivered, or upon attempted delivery if acceptance of delivery is refused, and any Notice delivered by facsimile shall be deemed to have been given on the first Business Day it is received by the addressee (or, if such Notice is not received during regular business hours of a Business Day, at the beginning of the next such Business Day). The address and facsimile numbers set forth above may be changed by a Party by giving Notice of such change of address or facsimile number in the manner set forth in this Section 11.3.
Clause type: taxes
 Municipal and other rates, taxes and levies and all other outgoings, if any, in respect of the premises (save those assessed separately in respect of any unit).
Clause type: ownership_of_shares
 Before the action of the board of directors of the Company on November 8, 2012, neither Parent nor any of its Affiliates was or became an “interested stockholder” (as such term is defined in Section 203 of the DGCL) of the Company. Neither Parent nor any of its Subsidiaries beneficially owns (as defined in Rule 13d-3 of the Exchange Act) any Shares.
Clause type: esop
 ESOP," when immediately preceded by "Southern," means the Southern Employee Stock Ownership Plan, a defined contribution plan.
Clause type: loans
 The Holding Company has no outstanding loans or advances to any Person and is not obligated to make any such loans or advances. Except as set forth in this Agreement, the Holding Company has not incurred any obligation or liability to any Person for borrowed money.
Clause type: counterparts
This Agreement may be executed in any number of counterparts and each such counterpart shall for all purposes be deemed an original.
Clause type: taxes
 (a) All payments made by the Borrower hereunder or under any Note shall be, except as provided in Section 2.18(b), made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any Governmental Authority or by any political subdivision or taxing authority thereof or therein with respect to such payments and all interest, penalties or similar liabilities with respect thereto (but excluding (i) any taxes imposed on or measured by the net income or profits of a Recipient, any franchise taxes, and any branch profits taxes that are (A) imposed pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable Lending Office of such Recipient is located or any subdivision thereof or therein or (B) an Other Connection Tax, (ii) any U.S. federal withholding taxes imposed under FATCA, (iii) any U.S. federal backup withholding taxes attributable to such Recipient’s failure to comply with Section 2.18(c) and (iv) any interest, penalties or similar liabilities with respect to any tax described in (i) through (iii)) (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. The Borrower will furnish to the Administrative Agent as soon as practicable after the date the payment of any Taxes is due pursuant to Applicable Law certified copies (to the extent reasonably available and required by law) of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Recipient, and reimburse such Recipient upon its written request, for the amount of any Taxes so levied or imposed and paid by such Recipient.
Clause type: investments
 The Borrower shall not make any Investments other than in the Permitted Assets and any other assets that may become Permitted Assets after the date hereof and, in each case, the proceeds thereof, so long as such proceeds constitute “Permitted Assets” hereunder.
Clause type: whereas
the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of shares of Common Stock held by them;
Clause type: interest
 Except as expressly stated otherwise herein, all Canadian Prime Rate Loans, U.S. Base Rate Loans and LIBOR Based Loans from time to time outstanding under the Credit Facility will bear interest, as well after as before maturity, default and judgment, with interest on overdue interest, at the applicable rates as prescribed under Sections 4.2 and 22.9, as applicable. Interest payable at a variable rate will be adjusted automatically without notice to the Borrower whenever there is a variation in such rate.
Clause type: ownership_of_shares
 The Vendors are, and at the Closing Time will be, the registered and beneficial owners of the Shares, with good and marketable title thereto, free and clear of all Liens of any kind and nature whatsoever. No Person, other than the Purchaser, has any agreement, option, right or privilege of any kind capable of becoming an agreement for the purchase from the Vendors of any of the Shares.
Clause type: vesting
 The Employer must elect in its Adoption Agreement whether a partially-Vested Participant may receive an In-Service Distribution. If a Participant receives an In-Service Distribution as to a partially-Vested Account, and the Participant has not incurred a Forfeiture Break in Service, the Plan Administrator will apply the vesting provisions of Section 5.03(C).
Clause type: counterparts
This Amendment may be executed in separate counterparts, each of which when executed and delivered is an original but all of which taken together constitute one and the same instrument.
Clause type: definitions
In this Agreement, unless the context requires otherwise or unless otherwise specifically provided herein, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:
Clause type: whereas
the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and
Clause type: governing
Law. The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware without application of the conflict of laws principles thereof.
Clause type: board
 (a) The Existing Shareholder and the Company shall cause to be nominated and exercise their respective reasonable best efforts to cause to be elected, in each case subject to the Articles of Association and applicable Law, one appropriately qualified designee of the Focus Shareholder to the Board of Directors of the Company (the “Board of Directors”) on or before June 30, 2011. Thereafter, for so long as the Focus Shareholder, together with its Affiliates, owns at least five percent (5%) or more of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Focus Shareholder and its Affiliates are directly or indirectly convertible or exercisable), at any election of directors of the Company, the Focus Shareholder shall have the right to nominate one candidate for election to the Board of Directors. The Company and the Existing Shareholder shall use their respective reasonable best efforts to cause such person (or any substitute or replacement designated or nominated by the Focus Shareholder) to be a candidate recommended by the Board of Directors and elected a Director of the Company, including soliciting proxies for such person to the same extent it does for any other nominees of its Board of Directors.
Clause type: whereas
in accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934 (the "Act"), only one joint statement and any amendments thereto need to be filed whenever one or more persons are required to file such a statement or any amendments thereto pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such statement or amendments thereto is filed on behalf of each of them;
Clause type: definitions
All capitalized terms not otherwise defined herein shall have the meanings given to them in the Loan Agreement.
Clause type: compensation
 You shall receive the compensation and benefits set forth on Exhibit A hereto ("Compensation and Benefits") for all services to be rendered by you hereunder and for your transfer of property rights if any, pursuant to an agreement relating to proprietary information and inventions of even date herewith attached hereto as Exhibit B between you and the Company (the "Confidential Information, Inventions and Noncompetition Agreement").
Clause type: representations
and Warranties. The representations and warranties made by Buyer herein that are qualified by materiality shall be true and correct in all respects and the representations and warranties made by Seller herein that are not qualified by materiality shall be true and correct in all material respects, each on the date hereof and on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation and warranty is specifically made as of a certain date, in which case such representation and warranty shall be true and correct in all respects, or in all material respects, as applicable, as of such date, and Buyer shall have delivered a certificate to Seller executed by a senior executive of Buyer to Seller which certifies to the foregoing;
Clause type: miscellaneous
This Consulting Agreement sets forth the entire understanding of the Parties relating to the subject matter hereof, and supersedes and cancels any prior communications, understandings and agreements between the Parties. This Consulting Agreement is non-exclusive and cannot be modified or changed, nor can any of its provisions be waived, except by written agreement signed by all Parties. This Consulting Agreement shall be governed by the laws of the State of California without reference to the conflict of law principles thereof. In the event of any dispute as to the Terms of this Consulting Agreement, the prevailing Party in any litigation shall be entitled to reasonable attorney's fees.
Clause type: ownership_of_shares
 Seller is the record and beneficial owner of the Shares and has sole power over the disposition of the Shares. Seller owns of record and beneficially (with good, valid and indefeasible title to) all right, title and interest in and to the Shares, free and clear of all liens, pledges, security interests, rights of third parties or any other encumbrances, other than as provided under applicable securities laws. There are no existing options, rights, warrants, contracts, agreements or instruments of any kind to which the Shares are subject, under or pursuant to which any person shall be given, provided or otherwise afforded the right, option, occasion, possibility or opportunity to purchase, encumber, foreclose upon, acquire or obtain all or any portion of the Shares. There is no right of first refusal or other restriction on transfer or sale of the Shares.
Clause type: payment
 In the event that the Company obtains a license from the CCC for the operation of a Marijuana Establishment in the City and the Company receives any and all necessary and required permits and licenses issuable by the City, which said permits and/or licenses allow the company to locate, occupy and operate the Marijuana Establishment, the Company shall pay the City the following amounts:
Clause type: investments
 All contributions received by the Custodian shall be invested in such Mutual Funds as the Participant may designate. At the time the Participant executes the Participation Agreement, the Participant shall specify the particular Mutual Fund or Funds in which contributions shall be invested. After the initial contribution, the Participant may, at any time, direct the Custodian to transfer contributions then invested in any such Fund into any other such Funds. Transfers made pursuant to such direction shall not be considered a distribution of any Account to the Participant. No party identified herein shall be required to comply with any direction of the Participant which in the judgment of such party may subject it to liability or expense unless such party shall be indemnified in manner and amount satisfactory to it. The Participant is 100% vested at all times in all funds attributed to his Account. The Participant may not borrow funds from his Account, nor may he use the funds as security for any loan or extension of credit. Except as provided in this Plan, no right, interest or claim in or to any funds held in the Mutual Fund shall be transferable, assignable or subject to pledge by the Participant or Beneficiary, and any attempt to transfer, assign or pledge the same shall not be recognized except as required by law. The right, interest or claim in or to any funds held in the Mutual Fund shall not be subject to garnishment, attachment, execution or levy except as permitted by law. Any Participant under the Plan may transfer his or her interest, in whole or in part, to his or her spouse under a decree of divorce or dissolution of marriage or a written instrument incident to such divorce or dissolution. At the time of transfer, such interest shall be deemed an IRA of such spouse. The Participant shall promptly notify Custodian of any such transfer by delivery to Custodian of a certified copy of such decree or a true copy of such written instrument. Upon receipt of the certified copy of such decree or a true copy of such written instrument from any source, Custodian shall promptly adjust its books and records to reflect that such Account is for the benefit of such former spouse. Custodian shall not be required to accept contributions to or make distributions from an Account established for a former spouse by reason of a transfer of interest by a Participant to such former spouse hereunder until such former spouse shall execute a Participation Agreement. The P...
Clause type: definitions
When used in this Agreement, the following terms shall have the respective meanings specified therefor below.
Clause type: capitalization
 The authorized capital stock of the Company consists of 75,000,000 shares of Common Stock, no par value per share, 20,000,000 shares of non-voting Preferred Stock, $0.01 par value. All issued and outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and nonassessable.
Clause type: representations
and Warranties. (a) The Sponsor and each Insider, with respect to itself, herself or himself, represent and warrant to the Company that it, she or he has the full right and power, without violating any agreement to which it, she or he is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement, and, as applicable, to serve as an officer of the Company and/or a director on the Company’s Board of Directors (the “Board”), as applicable, and each Insider hereby consents to being named in the Prospectus, road show and any other materials as an officer and/or director of the Company, as applicable.
Clause type: severability
If any provision of this Agreement is invalid, illegal or unenforceable, that provision will, to the extent possible, be modified in such a manner as to be valid, legal and enforceable but so as to retain most nearly the intent of the parties as expressed herein, and if such a modification is not possible, that provision will be severed from this Agreement, and in either case the validity, legality and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.
Clause type: payment
 The Customer choose the payment method adapted to the ordered service and its required processing time. The services provided by NETIM are payable on order. The Customer is solely responsible for payment of all amounts due under the contract for services. Unless expressly agreed and asked to report time and agreed by NETIM and written in a special way, the total or partial default of payment when due of any amount due under the contract will lead automatically and without prior notice to: – the immediate payment of all sums due from the Customer under the contract, regardless of the payment method provided; – the suspension of all current benefits, whatever their nature, without prejudice to NETIM to use the option of terminating the contract; – inability to subscribe to new services or to renew them; According to Article L.441-6 of the french code of commerce, in case of late payment, NETIM may give notice to the Customer and will be entitled to charge interest on a daily basis (compounded annually) on that part of the invoiced amount(s) remaining unpaid at the rate of 12% per year until payment in full is received. In addition, a lump sum in the amount of EUR 40 is due. An additional compensation can be claimed on evidence when the recovery costs exceed the amount of the lump sum. If the notice of the customer has no effect, NETIM may at any time transfer its receivables to a factoring company in which case payment must intervene for the benefit of the account mentioned on the invoice issued by the latter. In this case, NETIM invoices the customer for administrative costs incurred at the end of recovery. Any non-payment or irregular payment, ie, in particular, the wrong amount, or incomplete, or not having the required references, or effected by a means or procedure not accepted by NETIM, will simply be ignored and will cause its rejection by NETIM. As part of the fight against fraud, NETIM reserves the right to manually verify all payments received, in its sole discretion, at its own criteria and whatever the means of payment. On checking, the Customer will be notified by email of queuing of its payment, and therefore of the queuing process of the order. As part of this audit, NETIM may have to ask the customer for proof of payment or proof that payment has been personally initiated by the Customer. The Customer is warned that in the event of a payment by credit card in a currency other than EURO, charges may be invoiced by his own bank without the poss...
Clause type: payment
 (a). As consideration for its performance of the Services to the standards required under this Agreement, FMR, FMR Co and FIMM agree, in the aggregate, to pay FRAC a monthly fee equal to 110% of FRAC's costs incurred in connection with rendering the Services.
Clause type: foreign_investors
 If Purchaser is not a United States Person (as defined by Section 7701(a)(30) of the Code), then Purchaser hereby additionally represents and warrants the following:
Clause type: loans
 3.1 A request for a Loan shall be made to the Treasury in a form and time acceptable to the Treasury. A Loan must be secured by Collateral acceptable to the Treasury. Upon Treasury’s request, the Borrower shall submit a written application for a Loan.
Clause type: compensation
 Subject to the terms of this Agreement, during the Agreement Term, while the Executive is employed by the Company, the Company shall compensate him for his services as follows:
Clause type: counterparts
The parties hereto may sign one or more copies of this Amendment in counterparts, all of which together shall constitute one and the same agreement. Delivery of an executed signature page of this Amendment by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof.
Clause type: investments
 (a) Section 3.12(a) of the DISCLOSURE SCHEDULE contains (i) a true, accurate and complete list of all investments, other than investments in the LOAN ASSETS and REAL PROPERTIES, owned by either FTFC or FSB (hereinafter referred to as the "INVESTMENTS") as of the date hereof, the name of the registered holder thereof, the location of the certificates therefor or other evidence thereof and any stock powers or other authority for transfer granted with respect thereto and (ii) a true, accurate and complete list of the names of each bank or other depository in which either FTFC or FSB has an account or safe deposit box, including, without limitation, accounts with the FHLB of Cincinnati, and the names of all persons authorized to draw thereon or to have access thereto. Except as set forth in Section 3.12(a) of the DISCLOSURE SCHEDULE, the INVESTMENTS, other than any such investments disposed of in the ordinary course of business prior to the date hereof, are owned by either FTFC or FSB, free and clear of all liens, pledges, claims, security interests, encumbrances, charges or restrictions of any kind and may be freely disposed of by either FTFC or FSB at any time. Neither FTFC nor FSB is a party to nor has any interest in any repurchase agreement, reverse repurchase agreement, collateralized mortgage obligation or any other derivative security.
Clause type: counterparts
This Amendment may be separately executed in counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same Amendment.
Clause type: insurance
6.1 The participant shall have adequate insurance coverage. [The institution shall add a clause to this agreement in order to ensure that participants are clearly informed about issues related to insurances. It shall always highlight what is mandatory or recommended. For mandatory insurances, the responsible who takes the insurance (institution or participant) must be stated. The following information is optional but recommended: the insurance number/reference and the insurance company. This depends highly on the legal and administrative provisions in the sending and receiving country.]
Clause type: assignment
Neither party shall have the right to assign or delegate his rights or obligations hereunder, or any portion thereof, to any other person.
Clause type: compensation
 As full compensation for all services to be rendered by the Executive to the Company and/or its Subsidiaries and/or Affiliates in all capacities during the Term, the Executive shall receive the following compensation and benefits: