bhaskrr/legal-clauses huggingface dataset:
Clause type: notices
All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.02): If to the Partnership: Matrix Oil Management Corporation 104 W. Anapamu Street, Suite C Santa Barbara, CA 93101 E-mail: jjordan@matrixoil.com Attention: Johnny Jordan, Executive Vice President with a copy to: Porter Hedges LLP 1000 Main Street, 36th Floor Houston, Texas 77002 E-mail: edelpozo@porterhedges.com Attention: Ephraim del Pozo If to Royale or Merger Sub: Royale Energy, Inc. 1870 Cordell Court, Suite 210 El Cajon, California 92020 Email: Jonathan@royl.com Attention: Jonathan Gregory, Chief Executive Officer with a copy to: Strasburger & Price, LLP 720 Brazos Street, Suite 700 Austin, Texas 78701 Email: lee.polson@strasburger.com Attention: Lee Polson
Clause type: payment
 Notwithstanding anything to the contrary in the Company’s 2010 Management Incentive Plan, if Executive’s employment is terminated (i) in connection with a Change in Control or (ii) within one year after a Change in Control (A) by Executive for Good Reason, or (B) by the Company without Cause, then Executive’s compensation and benefits upon termination shall be governed by this Section 5.6 and Section 5.7 instead of the provisions of Section 5.2 above. In such event, Executive shall be entitled solely to the following: (1) Base Salary through the date of termination, paid on the Company’s’ normal payroll payment date; (2) an amount equal to the sum of his Base Salary and his target annual bonus for the year of termination, payable in a lump sum on the First Payroll Date; (3) an additional amount equal to Executive’s target annual bonus for such year pro rated for the number of full months during the bonus year prior to such termination of employment, payable in a lump sum on the First Payroll Date; (4) if Executive is entitled (and timely and properly elects) to continue his coverage under the Company’s group health plans pursuant to COBRA, payment by (or reimbursement from) the Company of the same portion of the premium for such coverage as the Company was paying for Executive’s coverage under such plans as of Executive’s date of termination for a period of one year after the date of termination or until Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plans, whichever period is shorter; provided, however, that the Company may unilaterally amend clause (4) of this sentence or eliminate the benefit provided thereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or its affiliates (or successors), including, without limitation, under Section 4980D of the Code; and (5) any accrued and unpaid vacation pay or other benefits which may be owing to Executive in accordance with the Company’s policies.
Clause type: taxes
 Taxes will be handled in accordance with Appendix A, Section 8E of DIR Contract No. DIR-TSO-
Clause type: representations
and Warranties. Except as otherwise contemplated or permitted hereby, (a) the representations and warranties of the Seller contained in this Agreement or in any certificate or document to be delivered to the Buyer pursuant hereto shall be deemed to have been made again at and as of the Closing Date and shall be true and correct in all material respects as of such date, except to the extent that any representation or warranty is made as of a specified date, in which case such representation and warranty shall be true and correct in all material respects as of such date, and (b) the Seller shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by the Seller prior to or on the Closing Date. Each Investor shall have been furnished with a certificate in customary form of an appropriate trustee or director of the Seller, dated as of the Closing Date, certifying to the effect of this Section 5.1.1.
Clause type: entire
Agreement. This Agreement embodies the entire agreement between the parties and supersedes any prior representations, understandings and agreements between the parties regarding the subject matter hereof. There are no representations, understandings or agreements, oral or written, between the parties regarding the subject matter hereof that are not fully expressed herein.
Clause type: interest
 The rate per annum at which interest shall be payable on the 2025 Notes shall be 1.250%. Interest on the 2025 Notes shall be payable annually in arrears on each October 15, commencing on October 15, 2019 (a “2025 Interest Payment Date”), to the Persons in whose names the applicable 2025 Notes are registered in the security register applicable to the 2025 Notes at the close of business on the immediately preceding September 30 prior to the applicable 2025 Interest Payment Date regardless of whether such day is a Business Day (each, a “2025 Regular Record Date”). Interest on the 2025 Notes shall be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the 2025 Notes (or January 15,
Clause type: base-salary
 During the Employment Period, Executive’s base salary shall be in an amount set by the Board (or a committee thereof), but under no circumstances will be less than $280,000 per annum (the “Base Salary”), which salary shall be payable in regular installments in accordance with the Company’s general payroll practices and shall be subject to customary withholding. The Base Salary shall be subject to annual increases by the Board (or a committee thereof), in its sole discretion, which increases shall thereafter be Executive’s “Base Salary” for all purposes under this Agreement.
Clause type: indemnification
(i) To the extent permitted by law, the Company shall indemnify each Investor and each person controlling such Investor within the meaning of Section 15 of the Securities Act, with respect to which any registration that has been effected pursuant to this Agreement, against all claims, losses, damages and liabilities (or action in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened (subject to Section 9(e)(iii) below), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, any amendment or supplement thereof, or other document incident to any registration, qualification or compliance or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made, or any violation by the Company of any rule or regulation promulgated by the Securities Act applicable to the Company and relating to any action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Investor and each person controlling such Investor, for reasonable legal and other out-of-pocket expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action as incurred; provided that the Company will not be liable in any such case to the extent that any untrue statement or omission or allegation thereof is made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Investor for use in preparation of any Registration Statement, prospectus, amendment or supplement; provided however, that the Company will not be liable in any such case where the claim, loss, damage or liability arises out of the failure of such Investor to comply with the covenants and agreements contained in this Agreement respecting sales of Registrable Shares, and except that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time any Registration Statement becomes effective or in an amended prospectu...
Clause type: capitalization
 (i) Schedule 3.1(h) sets forth as of the date hereof and as of the First Closing Date (a) the authorized capital stock of the Company; (b) the number and class of shares of capital stock issued and outstanding; (c) the number and class of shares of capital stock issuable pursuant to the Company’s stock incentive plans or agreements; and (d) the number and class of shares of capital stock issuable and reserved for issuance pursuant to securities exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company and a description of the number and rights of such securities.
Clause type: definitions
SECTION 1.01. Defined Terms..................................................2 SECTION 1.02. Classification of Loans and Borrowings........................33 SECTION 1.03. Terms Generally...............................................33 SECTION 1.04. Accounting Terms; GAAP........................................33
Clause type: governing
Law. This Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the State of Delaware without regard to any applicable conflicts of laws.
Clause type: ownership_of_shares
 Each Seller is the record and beneficial owner of 500,000 Shares of the Company's common stock represented by the certificate numbers set forth on Scheduled 4.1 attached hereto (which Schedule will be completed on or before the Closing Date). The Sellers represent and warrant that all of the Shares are free and clear of any and all security interests, encumbrances, and rights of any kind or nature whatsoever (collectively, the "Encumbrances"), and upon delivery of the Shares hereunder, the Buyer will acquire title thereto, free and clear of any and all Encumbrances. Other than voting rights, redemption rights and such other rights conferred by applicable charter documents and by applicable law, there exist no Securities Rights (as defined herein) with respect to the Shares. All rights and powers to vote the Shares are held exclusively by the Sellers. All of the Shares are validly issued, fully paid and non-assessable, were not issued in violation of the terms of any agreement or other understanding, and were issued in compliance with all applicable federal and state securities or "blue sky" laws and regulations. The certificates representing the Shares to be delivered by the Sellers at the Closing are, and the signatures and endorsements thereof or stock powers relating thereto will be, valid and genuine. For the purposes of this section, "Securities Rights" means with respect to the Company's securities, any options, warrants, subscription rights, other rights, proxies, puts, calls demands, plans, commitments, agreements, understandings or arrangements of any kind relating to such securities (whether issued or unissued) or any other securities convertible into or exchangeable for an issuer's securities, and includes all written or unwritten contractual rights relating to the issuance, sale, assignment, transfer, purchase, redemption, conversion, exchange, registration or voting of such securities and all rights conferred by the Company's governing documents and by any applicable agreements.
Clause type: headings
The sections and headings herein contained are for the purposes of identification only, and shall not be considered as controlling in construing this Agreement.
Clause type: miscellaneous
(a) No remedy herein conferred upon or reserved to any Holder is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Guaranty now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default, omission or failure of performance hereunder shall impair any such right or power or shall be construed to be a waiver thereof but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle any Holder to exercise any remedy reserved to it under the Guaranty, it shall not be necessary for such Holder to physically produce its Note in any proceedings instituted by it or to give any notice, other than such notice as may be herein expressly required.
Clause type: severability
If any clause, provision or section hereof shall be ruled invalid or unenforceable by any court of competent jurisdiction, the invalidity or unenforceability of such clause, provision or section shall not affect any of the remaining clauses, provisions or sections hereof.
Clause type: now
THEREFORE in consideration of the promises and covenants herein contained, the undersigned agree as follows:
Clause type: base-salary
 For services performed by the Employee for the Company and its Affiliates pursuant to this Agreement, the Company shall pay the Employee an initial Base Salary of Two Hundred Five Thousand Dollars ($205,000.00) per year, payable in accordance with the Company’s regular payroll practices and subject to annual review by the Compensation Committee of the Company's Board.
Clause type: severability
The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
Clause type: board
 (a) Except as otherwise provided hereunder, the business and affairs of the Company shall be managed by or under the direction of the Board, which shall, subject to this Section 6.1(a), Section 6.2(b) and Section 6.2(c), consist of up to thirteen (plus up to one additional Director which may be appointed by the Series A Preferred Unitholders pursuant to Section 6.1(c)) individuals designated as directors of the Company (the “Directors”). One member of the Board shall be designated to serve as Chairman of the Board and will have the duties described in Section 6.1(i) below. In the event that the roles of Chief Executive Officer of the Company and Chairman of the Board are held by the same person, the Non-Management Directors will also designate an Independent Director to serve as Lead Director (the “Lead Director”), who will have the duties described in Section 6.1(j) below, as applicable. Except as otherwise expressly provided herein, the power and authority granted to the Board hereunder shall include all those necessary or convenient for the furtherance of the purposes of the Company and shall include the power to make or delegate to Officers all decisions with regard to the management, operations, assets, financing and capitalization of the Company. The Board will be composed in accordance with the following provisions subject, where applicable, to Section 6.2:
Clause type: loans
 From time to time during the Availability Period, each Bank severally agrees to make revolving loans (each, a "Loan") to Borrower, on and subject to the terms and conditions set forth in this Agreement, in an aggregate principal amount at any one time outstanding up to but not exceeding such Bank's Commitment; provided, however, at no time shall the aggregate principal amount of all Loans outstanding plus the Letter of Credit Exposure exceed the aggregate Commitments of all Banks. Subject to the terms and conditions of this Agreement, Loans may be borrowed, repaid and reborrowed at any time during the Availability Period without premium or penalty.
Clause type: loans
 Each Lender severally agrees, subject to all of the terms and conditions of this Agreement (including, without limitation, SECTIONS 5.1 AND 5.2 hereof), to make Loans to Borrower, from time to time on or after the Effective Date and during the Revolving Loan Availability Period, in an aggregate principal amount at any one time outstanding (including its Revolving Loan Commitment Percentage of all Letter of Credit Liabilities at such time) up to but not exceeding such Lender's Revolving Loan Commitment Percentage of the aggregate of the Revolving Loan Commitments. Subject to the conditions in this Agreement, any such Loan repaid prior to the Revolving Loan Termination Date may be reborrowed pursuant to the terms of this Agreement; PROVIDED, that any and all such Loans shall be due and payable in full at the end of the Revolving Loan Availability Period. Borrower, Agent and the Lenders agree pursuant to Chapter 346 ("CHAPTER 346") of the Texas Finance Code, that Chapter 346 (which relates to open-end line of credit revolving loan accounts) shall not apply to this Agreement, the Revolving Notes or any Revolving Loan Obligation and that neither the Revolving Notes nor any revolving Loan Obligation shall be governed by Chapter 346 or subject to its provisions in any manner whatsoever. The aggregate of all Loans to be made by the Lenders in connection with a particular borrowing shall be equal to an integral multiple of $250,000.
Clause type: capitalization
 The authorized capital stock of LFB consists of 10,000,000 shares of LFB Common Stock and 5,000,000 shares of preferred stock, $0.10 par value per share ("LFB Preferred Stock"). As of the date hereof, there were 2,477,525 shares of LFB Common Stock issued and outstanding and 564,225 treasury shares and no shares of LFB Preferred Stock issued or outstanding. As of January 1, 1999, there were 247,161 shares of LFB Common Stock issuable upon exercise of outstanding stock options. The LFB Disclosure Schedule contains (i) a list of all Stock Options, their exercise prices and expiration dates, and (ii) true and complete copies of the LFB Stock Option Plan and a specimen of each form of Option Grant Agreement pursuant to which any outstanding Stock Option was granted, including a list of each outstanding Stock Option issued pursuant thereto. All Stock Options will be fully vested on the Closing Date, in each case in accordance with the terms of the LFB Stock Option Plan and Option Grant Agreements pursuant to which such Stock Options were granted. No Stock Option is exercisable more than 90 days after the termination of employment except in the case of death or disability when the Stock Option may be exercised for up to one year after the termination of employment. All issued and outstanding shares of LFB Common Stock, and all issued and outstanding shares of capital stock of each LFB Subsidiary, have been duly authorized and validly issued, are fully paid, nonassessable and free of preemptive rights and are free and clear of any liens, encumbrances, charges, restrictions or rights of third parties imposed by LFB or any LFB Subsidiary. Except for the Stock Options listed on the LFB Disclosure Schedule and the award of 8,845 Plan Share Awards under the 1998 Directors Stock Compensation Plan, and the 84,148 unvested shares under the 1998 Directors Stock Compensation Plan, 1997 Directors Stock Compensation Plan and the 1996 Management Stock Bonus Plan for which shares are held in trust and the HUBCO Stock Option, neither LFB nor the Association has granted nor is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase, subscription or issuance of any shares of capital stock of LFB or the Association or any securities representing the right to purchase, subscribe or otherwise receive any shares of such capital stock or any securities convertible into any such shares, and there ar...
Clause type: loans
 Subject to the terms and conditions hereof and relying upon the representations and warranties set forth herein, each Lender agrees, severally and not jointly, to make a Loan to the Borrowers on the Closing Date in a principal equal to its Commitment. Amounts paid or prepaid in respect of Loans may not be reborrowed.
Clause type: representations
and Warranties. The Identified Purchaser Representations (as defined below) shall be true and correct in all respects and all other representations and warranties of Melita and Merger Sub set forth in this Agreement shall be true and correct in all material respects (i) as of the date of this Agreement and (ii) as of the Closing Date as though then made on and as of the Closing Date, except for those representations and warranties that address matters only as of a particular date (in which case such Identified Purchaser Representations shall be true and correct as of such date and all other such representations and warranties shall be true and correct in all material respects as of such date); provided that, in the event of a breach of a representation or warranty other than an Identified Purchaser Representation, the condition set forth in this Section 6.03(a) shall be deemed satisfied unless the effect of all such breaches of representations and warranties taken together has had, or could reasonably be expected to have, a Purchaser Material Adverse Effect. “Identified Purchaser Representations” means (i) any representation or warranty of Melita or Merger Sub qualified by Purchaser Material Adverse Effect and (ii) the representations and warranties of Melita and Merger Sub set forth in Section 4.08.
Clause type: base-salary
 The Company agrees to pay the Executive a base salary (“Base Salary”) of $180,000 per annum ($15,000 per month). Annual adjustments after the first year of the Employment Period shall be determined by the Compensation Committee of the Parent’s Board (the “Compensation Committee”). The Base Salary shall be paid in periodic installments in accordance with the Company’s regular payroll practices.
Clause type: taxes
 Each of the Company and its Subsidiary has filed all necessary federal, state, local, and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon except for such taxes as are being contested in good faith, and the Company has no knowledge of any tax deficiency which has been or might be asserted or threatened against the Company or its Subsidiary which would have a material adverse effect on the business, properties, financial condition or results of operations of the Company or its Subsidiary.
Clause type: base-salary
 During the Term, the Company shall pay to the executive an initial annual base salary, (the "Base Salary") as set forth on Exhibit A, payable in accordance with the Company's normal payroll practices or as the Company and the Executive may otherwise agree. The Base Salary shall be reviewed by the Company annually and shall be subject to discretionary increase by the Company from time to time, but shall not be decreased from the rate in effect at any time and from time to time during the Term.
Clause type: definitions
In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Debentures (as defined herein), and (b) the following terms have the meanings set forth in this Section 1.1: