bhaskrr/legal-clauses huggingface dataset:
Clause type: capitalization
 The table under the heading “Capitalization” in each of the Registration Statement, the Time of Sale Information and the Prospectus sets forth as of the date of such table, (i) the actual capitalization of the Company and its subsidiaries on a consolidated basis and (ii) the as adjusted capitalization of the Company and its subsidiaries on a consolidated basis, after giving effect to the issuance of the Securities and the application of the net proceeds therefrom as described in each of the Registration Statement, the Time of Sale Information and the Prospectus under the section entitled “Use of proceeds.” The limited liability company agreements governing all limited liability company interests of each subsidiary of the Company have been validly executed and delivered, and all capital contributions required under such limited liability company agreements have been paid in full; and all of the limited liability company interests of each subsidiary of the Company have been duly and validly authorized and issued, fully paid and are non-assessable, and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party, except as otherwise described in each of the Registration Statement, the Time of Sale Information and the Prospectus, including liens under the Amended and Restated Credit Agreement, dated as of February 26, 2010, by and among Oasis Petroleum LLC, Oasis Petroleum North America LLC, the guarantors party thereto, BNP Paribas, as Administrative Agent and the lenders thereto, as amended by the First Amendment to Amended and Restated Credit Agreement, dated as of June 3, 2010, the Second Amendment to Amended and Restated Credit Agreement, dated as of August 11, 2010, the Third Amendment to Amended and Restated Credit Agreement and Limited Waiver, dated as of January 21, 2011, the Fourth Amendment to Amended and Restated Credit Agreement, dated as of June 16, 2011, the Fifth Amendment to Amended and Restated Credit Facility, dated as of October 6, 2011, and the Sixth Amendment to Amended and Restated Credit Facility, dated as of April 3, 2012 (as so amended, the “Credit Agreement”).
Clause type: entire
Agreement. This Agreement together with the other Operative Documents (as defined in the Purchase Agreement) is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.
Clause type: payment
 2.1.1 UNDP shall, on fulfillment of the Delivery Terms, unless otherwise provided in this Purchase Order, make payment within 30 days of receipt of the Supplier's invoice for the goods and copies of the shipping documents specified in this Purchase Order.
Clause type: taxes
 Without limiting any provisions of this Agreement, Service Recipient shall bear any and all Taxes and other similar charges (and any related interest and penalties) imposed on, or payable with respect to, any fees or charges, including any Charges, payable by it pursuant to this Agreement, including all sales, use, value-added, and similar Taxes, but excluding any Taxes on Service Provider’s income. Notwithstanding anything to the contrary in the previous sentence or elsewhere in this Agreement, Service Recipient shall be entitled to withhold from any payments to Service Provider any such Taxes that Service Recipient is required by applicable Law to withhold and shall pay such Taxes to the applicable Taxing Authority.
Clause type: indemnification
In any suit, proceeding or action brought by Agent or any Lender relating to any Collateral for any sum owing with respect thereto or to enforce any rights or claims with respect thereto, each Grantor will save, indemnify and keep Agent and Lenders harmless from and against all expense (including reasonable attorneys' fees and expenses), loss or damage suffered by reason of any defense, setoff, counterclaim, recoupment or reduction of liability whatsoever of the Account Debtor or other Person obligated on the Collateral, arising out of a breach by any Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to, or in favor of, such obligor or its successors from such Grantor, except in the case of Agent or any Lender, to the extent such expense, loss, or damage is attributable solely to the gross negligence or willful misconduct of Agent or such Lender as finally determined by a court of competent jurisdiction. All such obligations of Grantors shall be and remain enforceable against and only against Grantors and shall not be enforceable against Agent or any Lender.
Clause type: payment
 On the one year anniversary of the first date on which the Executive would not be a reporting person pursuant to Section 16 of the Securities Exchange Act, as amended, or on such earlier date as may be approved by the Chairman of the Company as to all or any portion of the Restricted Share Units, the Executive shall be entitled to receive from the Company (without any payment on behalf of the Executive) the Company Common Shares represented by this Award.
Clause type: governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof. The terms "registered investment company," "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 1940 Act as now in effect or as hereafter amended.
Clause type: capitalization
 (i) The authorized Capital Stock of the Parent consists of 150,000,000 shares of Parent Common Stock and 10,000,000 shares of Parent preferred stock, of these authorized shares of the Company preferred stock, 4,100,000 shares are designated as Parent Series A Preferred Stock, 500,000 shares are designated as Parent Series B Preferred Stock, and 1,500,000 shares are designated as Parent Series C Preferred Stock. As of the date hereof but prior to the closing of the Restructuring and the Equity Offering, (i) 38,104,668 shares of Parent Common Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) no shares of the Company common stock are held in the treasury of the Company and (iii) 6,879,596 shares of Parent Common Stock are reserved for future issuance pursuant to outstanding options, warrants, convertible securities or other agreements or rights obligating Parent to issue shares of Parent Common Stock. As of the date of this Agreement, (A) 4,090,713 shares of Parent Series A Preferred Stock are issued and outstanding, (B) 143,427 shares of Parent Series B Preferred Stock are issued and outstanding, and (C) 477,500 shares of Parent Series C Preferred Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable. Schedule 3.2(e) set forth the number of shares of Parent Common Stock into which each share of Parent is convertible. There are no other shares of the Company preferred stock outstanding. As of the date hereof, the outstanding shares of the Parent Common Stock, Parent Series A Preferred Stock, Parent Series B Preferred Stock and Parent Series C Preferred Stock are owned as set forth in Schedule 3.2(e). Except as set forth in Schedule 3.2(e) or as contemplated by this Agreement, there are no outstanding options, warrants, convertible securities or other agreements or rights obligating Parent or Merger to issue shares of Capital Stock of Parent or Merger Sub. Except as set forth in Schedule 3.2(e) or as contemplated by this Agreement, there are no outstanding obligations to repurchase, redeem or otherwise acquire any share of Capital Stock of Parent or Merger Sub. Except as set forth in Schedule 3.2(e) or as contemplated by this Agreement, there are no stockholder agreements, voting trusts or other agreements to which Parent or Merger Sub is a party, or of which Parent is aware, that relates to the voting, registration or disposition of ...
Clause type: whereas
the Manager has been retained by Legg Mason Partners Equity Trust (the “Trust”), a Maryland statutory trust registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) to provide investment advisory, management, and administrative services to the Trust with respect to certain series of the Trust; and
Clause type: insurance
Section 3.19 of the Parent Disclosure Schedule lists each insurance policy (including fire, theft, casualty, general liability, workers compensation, business interruption, environmental, product liability and automobile insurance policies and bond and surety arrangements) to which the Parent or any of its Subsidiaries is a party. Such insurance policies are of the type and in amounts customarily carried by organizations conducting businesses or owning assets similar to those of the Parent and its Subsidiaries. There is no material claim pending under any such policy as to which coverage has been questioned, denied or disputed by the underwriter of such policy. All premiums due and payable under all such policies have been paid, neither the Parent nor any of its Subsidiaries may be liable for retroactive premiums or similar payments, and the Parent and its Subsidiaries are otherwise in compliance in all material respects with the terms of such policies. The Parent has no knowledge of any threatened termination of, or material premium increase with respect to, any such policy. Each such policy will continue to be enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing.
Clause type: loans
 The Committee shall establish and administer a loan program for Members. Loans shall be made to a Member by the Trustee pursuant to said program in accordance with the following rules:
Clause type: ownership_of_shares
 Stockholder (and, if applicable, any Affiliate to which Stockholder has transferred any Stockholder Shares pursuant to Section 5.14 hereof) owns of record or beneficially the Stockholder Shares and such shares constitute all of the shares of Common Stock owned of record or beneficially by such Stockholder. Stockholder will not sell or transfer any Stockholder Shares except as permitted by Section 5.14 hereof or purchase or acquire any other shares of Purchaser's stock prior to the Closing. Upon transfer and delivery by Stockholder to Purchaser of the Stockholder Shares owned by Stockholder pursuant to this Agreement, Purchaser shall acquire good and marketable title to such shares, free and clear of all claims, liens, charges, proxies (other than any agreement with Purchaser), encumbrances and security interests (other than any created by Purchaser). Wyndham has consented to the transactions contemplated by this Agreement and has waived any and all rights it may have with respect to such transactions, including any rights under the Stockholders' Agreement dated May 24, 1996 among Wyndham and certain of its Stockholders.
Clause type: severability
The Parties agree that (a) the provisions of this Agreement will be severable in the event that for any reason whatsoever any of the provisions hereof are invalid, void or otherwise unenforceable, (b) any such invalid, void or otherwise unenforceable provisions will be replaced by other provisions which are as similar as possible in terms to such invalid, void or otherwise unenforceable provisions but are valid and enforceable, and (c) the remaining provisions will remain valid and enforceable to the fullest extent permitted by applicable Law.
Clause type: employee_benefits
 The Employee shall participate in any fringe benefits that are or may become available to the Company’s senior management employees, including, for example: any stock option or incentive compensation plans and any other benefits that are commensurate with the responsibilities and functions to be performed by the Employee under this Agreement.
Clause type: interest
 The Company promises to pay interest on the principal amount of this Note at a rate of % per annum. The Company will pay interest semi-annually on and of each year. If a payment date is not a Business Day as defined in the Indenture at a Place of Payment, payment may be made at that place on the next succeeding day that is a Business Day, and no interest shall accrue for the intervening period. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.
Clause type: loans
 Subject to the terms and conditions hereof, each Lender, by its acceptance hereof, severally agrees to make a loan (each a “Loan” and collectively for all the Lenders the “Loans”) in U.S. Dollars to the Borrower in an aggregate principal amount up to the amount of such Lender’s Commitment, subject to any reductions thereof pursuant to the terms hereof, in a single drawing on the Closing Date. The Borrowing of Loans shall be made ratably from each of the Lenders in proportion to their respective Applicable Percentage. As provided in Section 1.6(a) hereof, the Borrower may elect that each Borrowing of Loans be either Base Rate Loans or Eurodollar Loans. Loans borrowed under this Section 1.1 and repaid or prepaid may not be reborrowed.
Clause type: taxes
 To the best of the District’s actual knowledge, all taxes and assessments are paid current and such taxes and assessments will continue to be paid to the extent that the District is not exempt.
Clause type: dividends
 The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period.
Clause type: loans
 During the Commitment Period, subject to the terms and conditions hereof, the Bank agrees to make Loans to the Borrower from time to time upon request of the Borrower; provided that immediately after each such Loan is made, the aggregate principal amount of all outstanding Loans shall not exceed FIFTY MILLION DOLLARS ($50,000,000) (the "Commitment"). The Loans hereunder may consist of Base Rate Loans or LIBOR Rate Loans, or a combination thereof. The obligation of the Bank to make Loans hereunder and to extend, or convert Loans into, LIBOR Rate Loans is subject to the condition that the Representations and Warranties set forth herein are true and correct in all material respects. Within the limits set forth herein and in the Note, the Borrower may borrow under this Section, repay or, to the extent permitted by Section 2.7, prepay Loans and reborrow under this Section at any time during the Commitment Period. The Bank shall have no obligation to advance funds in excess of the amount of the Commitment.
Clause type: base-salary
 The Employer shall pay the Employee for all services rendered a base salary of Four Hundred Fifty Thousand Dollars ($450,000) per year (the “Base Salary”), payable in accordance with the Employer’s payroll procedures, subject to customary withholdings and employment taxes. The Base Salary shall be evaluated annually by the Board for increase only.
Clause type: whereas
Section 12 of the Agreement allows for its amendment by a written instrument executed by both parties.
Clause type: now
THEREFORE in consideration of the purchase by each Holder of the Capital Securities, which purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee for the benefit of the Holders.
Clause type: headings
The headings in this Agreement have been inserted for convenience only and shall not affect or control the meaning or construction of any of the provisions of this Agreement.
Clause type: investments
 The Exclusivity Provisions shall not prohibit your ownership or services in connection with investments which you or members of your family or your charitable trusts or foundations (directly or indirectly) owned as of June 28, 1995 and future investments which: (a) do not require devotion of a substantial amount of your personal professional services which shall include, without limitation, passive investment interests or limited partnership interests and (b) do not compete with Studio’s business when the investment is made, provided however that you may own directly or indirectly up to 5% of a publicly held company, limited partnership interests or other passive investment interests in private companies even if it does compete with Studio’s business.
Clause type: representations
and Warranties. Borrower hereby represents and warrants as follows:
Clause type: representations
and Warranties. The Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1. Certain terms used in this Section 1 are defined in paragraph (c) hereof.
Clause type: payment_terms
 Net 30 days. In the event that a payment is not made when due, in whole or in part, MORAN shall be entitled to recover all costs of collection, including reasonable attorney’s fees and court costs, and interest of 1½% per month on all outstanding balances. Payments received by or on behalf of OWNERS shall be applied as follows: First to satisfy all fees, costs (including attorney’s fees) and interest due and owing on any invoice rendered to OWNERS commencing with the oldest such invoice and second, to satisfy all Tug service charges arising hereunder commencing with the oldest open invoice and then to each subsequent invoice. Notwithstanding anything contained herein, in providing services to the assisted Vessel, MORAN is relying upon the credit of the Vessel, and maintains its right to assert a lien against said Vessel for any amounts due for the services rendered, including those referenced above.
Clause type: severability
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under all applicable laws and regulations. If, however, any provision of this Agreement shall be prohibited by or invalid under any such law or regulation in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law or regulation, or, if for any reason it is not deemed so modified, it shall be ineffective and invalid only to the extent of such prohibition or invalidity without affecting the remaining provisions of this Agreement, or the validity or effectiveness of such provision in any other jurisdiction.
Clause type: interest
 If any payment is not timely paid, interest shall accrue on the unpaid amount at the Overdue Rate. A payment will be deemed to be timely paid only if actually received by the payee within seven (7) days of the receipt of notice from the other party that such payment is due.
Clause type: base-salary
 The Employer agrees that the Executive will be paid for Executive’s services under this Agreement a salary at the annual rate of at least $350,000, payable in periodic installments in accordance with the Employer’s normal salary payment dates for the Executive. Such salary as in effect from time to time is referred to in this Agreement as the Executive’s “Base Salary.”
Clause type: assignment
Except as expressly permitted by the terms hereof, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either of the parties without the prior express written consent of the other party. Notwithstanding the foregoing provisions of this Section 6.12, the Offeror may assign all or any part of its rights or obligations under this Agreement to a direct or indirect wholly-owned Subsidiary of the Offeror, to a corporation which directly or indirectly wholly-owns the Offeror, or to a direct or indirect wholly-owned Subsidiary of such a corporation, provided that if such assignment takes place, the Offeror shall continue to be liable to the Company for any default in performance by the assignee.
Clause type: grant_of_option
 This agreement evidences the grant by Bottomline Technologies (de), Inc., a Delaware corporation (the “Company”), on [____________] (the “Grant Date”) to [____________], an employee of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2009 Stock Incentive Plan (the “Plan”), a total of [____________] shares (the “Shares”) of common stock, $.001 par value per share, of the Company (“Common Stock”) at $[____________] per Share. Unless earlier terminated, this option shall expire on [____________] (the “Final Exercise Date”).
Clause type: headings
Section headings in this Amendment are for convenience of reference only, and shall not govern the interpretation of any of the provisions of this Amendment.
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 on the Closing Date in an aggregate principal amount equal to such Lender’s Commitment. The aggregate amount of the Loans shall not exceed the Aggregate Commitments.
Clause type: headings
All section headings or captions contained in this Agreement are for convenience only and shall not be deemed part of the text of this Agreement.
Clause type: definitions
Capitalized terms used herein that are not otherwise defined shall have the respective meanings ascribed thereto in the Agreement of Definitions, dated as of May 23, 2013, by and among the Issuing Entity, as issuer, NILT Trust, as Grantor and UTI Beneficiary, the Titling Trust, NMAC, in its individual capacity, as Servicer and as administrative agent (in such capacity, the “Administrative Agent”), NALL II, the Titling Trustee, the Delaware Trustee, the Owner Trustee, the Trust Agent and the Indenture Trustee.