bhaskrr/legal-clauses huggingface dataset:
Clause type: notices
Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid, to the address of each party set forth herein. Any such notice shall be deemed given when delivered personally, telegraphed, telexed or sent by facsimile transmission or, if mailed, three days after the date of deposit in the United States mails.
Clause type: notices
All notices, requests, demands and other communications which are required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if personally delivered or sent by registered or certified mail, return receipt requested, postage prepaid or by prepaid overnight delivery service:
Clause type: definitions
Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to them in the Agreement.
Clause type: base-salary
 The Company shall pay the Executive a base salary at the rate of Two Hundred Seventy-Five Thousand U.S. Dollars ($275,000.00) per year (the “Base Salary”), less payroll deductions and all required withholdings, payable in regular periodic payments in accordance with the Company’s normal payroll practices. The Base Salary shall be prorated for any partial year of employment on the basis of a 365-day fiscal year. The Base Salary shall be subject to review and adjustment from time to time by and at the sole discretion of the Board or any committee thereof.
Clause type: esop
 The Company shall not directly or indirectly issue Class A Ordinary Shares, share options or other forms of equity of the Company to employees, directors or consultants except in accordance with the employee equity compensation plans (the “ESOP”) approved by the Board (including the Red Better Director), the Series A Majority and the Class B Majority. Within two (2) years after the Closing and subject to the terms and conditions of the Transaction Documents, the shareholders and the Board (including the Red Better Director) of the Company shall adopt the resolutions to establish the ESOP. Unless the Board, the Series A Majority and the Class B Majority resolves otherwise, the employees’ restricted shares and stock options to be granted under any equity incentive plan shall vest pursuant to the following schedule: twenty-five percent (25%) of the total shares and options will vest on the first anniversary of the granting date, with the remaining seventy-five percent (75%) to vest yearly in equal installments over the next three (3) years.
Clause type: employee_benefits
 (a) Borrower has not engaged in any transaction in connection with which Borrower or any of its ERISA Affiliates could be subject to either a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code, including any accumulated funding deficiency described in Section 8.9(c) hereof and any deficiency with respect to vested accrued benefits described in Section 8.9(d) hereof.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter. Each of the parties acknowledges that in entering into this Agreement it has not relied on any oral or written representation, warranty or other assurance (except as provided for or referred to in this Agreement) and waives all rights and remedies which might otherwise be available to it in respect thereof, except that nothing in this Agreement will limit or exclude any liability of a party for fraud.
Clause type: definitions
Capitalized terms used, but not otherwise defined in this Agreement shall have the meanings given to such terms in the Management Agreements. The following capitalized terms as used in this Agreement shall have the meanings set forth below:
Clause type: base-salary
 During Employee’s employment under this Agreement, Company shall pay or cause to be paid to Employee a base salary at an annual rate of not less than $180,145, payable in cash in equal periodic installments not less frequent than the periodic installments in effect for salaries of Company employees of the same level as Employee (the “Base Salary”). The Base Salary shall be subject to increases pursuant to reviews by the Board of Directors, where applicable, or a committee appointed by the Board of Directors, at such times as salary reviews are conducted generally for Company employees of the same level as Employee, but in no event less frequent than annually.
Clause type: confidentiality
Except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the parties, the parties agree that, during the Term of this Agreement and thereafter, the receiving party shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as expressly provided for in this Agreement any Confidential Information of the other party. Each party may use the other party’s Confidential Information only to the extent required to accomplish the purposes of this Agreement, consistent with any restrictions on the use of Confidential Information received from a third party and communicated by the party disclosing such Confidential Information (“Third Party Restrictions”). To the extent that any Third Party Restrictions exceed the restrictions on the use of Confidential Information set forth in this Agreement, the parties each hereby agree to be bound by such Third Party Restrictions. The parties agree and acknowledge that certain Confidential Information may be required for submission to the U.S. Food and Drug Administration and/or federal or state regulatory bodies. The parties acknowledge and agree that such submissions, to the extent required by applicable law, shall not constitute a violation of the terms of this Agreement if permitted under any applicable agreement with a third party from whom the disclosing party obtained the Confidential Information. Each party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own (but in no event less than reasonable care) to ensure that its employees, agents, consultants and other representatives do not disclose or make any unauthorized use of such Confidential Information. Each party will promptly notify the other upon discovery of any unauthorized use or disclosure of such Confidential Information.
Clause type: headings
The headings contained in this Agreement (except those in Section 1) are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
Clause type: representations
and Warranties. The Fund hereby represents and warrants, which representations and warranties shall be continuing and shall be deemed to be reaffirmed upon each giving of Oral Instructions or Instructions by the Fund, that:
Clause type: payment
 Payment of the purchase price for the Offered Securities will be payable, at the option of the Company, as applicable, by check, by wire transfer or by cancellation of all or a portion of any outstanding indebtedness owed by the Holder to the Company (or to such assignee, in the case of a purchase of Offered Securities by such assignee) or by any combination thereof. The purchase price will be paid without interest within three (3) business days after the Company's election to exercise its Right of First Refusal.
Clause type: whereas
the respective Boards of Directors of Parent, Sub and the Company have approved the acquisition of the Company by Parent on the terms and subject to the conditions set forth in this Agreement;
Clause type: definitions
(a) Unless otherwise defined in this Indenture or the context otherwise requires, all terms used herein shall have the meanings assigned to them in the Trust Indenture Act.
Clause type: headings
The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. If the foregoing correctly sets forth the agreement between the DCP Parties and the Underwriters, please indicate your acceptance in the space provided for that purpose below. Very truly yours, Duke Energy Field Services, LLC By: Name: Title: By: DCP Midstream GP, LP its general partner By: DCP Midstream GP, LLC its general partner By: Name: Title: By: DCP Midstream GP, LLC its general partner By: Name: Title: By: Name: Title: By: DCP Midstream Operating, LLC its general partner By: Name: Title: Accepted: Lehman Brothers Inc. Citigroup Global Markets Inc. As Representatives of the several Underwriters named in Schedule 1 hereto, By: Lehman Brothers Inc. By: Arlene Salmonson Vice President By: Citigroup Global Markets Inc. By: [Name] [Title] Lehman Brothers Inc. Citigroup Global Markets Inc. UBS Securities, LLC Wachovia Capital Markets, LLC A.G. Edwards & Sons, Inc. KeyBanc Capital Markets, a Division of McDonald Investments Inc. TOTAL: 9,000,000 DCP Assets Holdings GP, LLC DCP Black Lake Holdings, LLC Black Lake Pipe Line Company1 DCP Assets Holdings, LP Associated Louisiana Intrastate Pipe Line, LLC Duke Energy Intrastate Pipeline, LLC PanEnergy Louisiana Intrastate LLC 1 DCP Black Lake Holdings, LLC will own a 45% interest in Black Lake Pipe Line Company at the time of each Delivery Date. Lehman Brothers Inc. Citigroup Global Markets Inc. As Representatives of the several Underwriters named in Schedule 1 c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: The undersigned understands that you (the “Representatives”) and certain other firms propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) providing for the purchase by you and such other firms (the “Underwriters”) of common units (the “Common Units”) representing limited partner interests in DCP Midstream Partners, LP, a Delaware limited partnership (the "Partnership”), and that the Underwriters propose to reoffer the Common Units to the public (the "Offering”). In consideration of the execution of the Underwriting Agreement by the Representatives on behalf of the Underwriters and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, the undersigned wil...
Clause type: headings
The headings are for reference only and must not affect the interpretation of this Agreement.
Clause type: payment
 A payment with respect to a Note or with respect to principal of or interest on a Note shall include, without limitation, payment of principal, premium, interest and Liquidated Damages, if any, on any Note, any payment on account of any mandatory or optional repurchase or redemption of any Note (including payments pursuant to Article III or Section 4.20 or Section 4.21 hereof) and any payment or recovery on any claim (whether for rescission or damages and whether based on contract, tort, duty imposed by law, or any other theory of liability) relating to or arising out of the offer, sale or purchase of any Note provided that any such payment, other payment or recovery (i) not prohibited pursuant to this Article XII at the time actually made shall not be subject to any recovery by any holder of Senior Indebtedness or Representative therefor or other Person pursuant to this Article XII at any time thereafter (unless such payment is a voluntary prepayment on the Notes made at the time a Default exists under this Indenture) and (ii) made by or from any Person other than the Company shall not be subject to any recovery by any holder of Senior Indebtedness or Representative therefor or other Person pursuant to this Article XII at any time thereafter except to the extent such Person recovers any such amount paid from the Company, whether pursuant to rights of indemnity, rescission or otherwise. [RESERVED]
Clause type: miscellaneous
5.1 Any notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return receipt requested, addressed to the Company, 4150 Ste-Catherine Street West, suite 200, Westmount (Montreal), Quebec, Canada H3A 0A1 Attention: Mr. George Metrakos, President and Chief Executive Officer, and to Subscriber at his address indicated on the last page of this Subscription Agreement. Notices shall be deemed to have been given on the date of mailing, except notices of change of address, which shall be deemed to have been given when received.
Clause type: employee_benefits
 During the Term, Employee shall be entitled to participate in health, insurance, retirement, and other benefits provided generally to similarly situated employees of the Company. Employee shall also be entitled to the same number of holidays, vacation days, and sick days, as well as any other benefits, in each case as are generally allowed to similarly situated employees of the Company in accordance with the Company policy as in effect from time to time. Nothing contained herein shall be construed to limit the Company’s ability to amend, suspend, or terminate any employee benefit plan or policy at any time without providing Employee notice, and the right to do so is expressly reserved.
Clause type: interest
 In the event of any delay in payment of the amounts -------- due Executive, Employer or its successor shall pay interest on the amounts delayed at the prime rate (as reported in the Wall Street Journal during the relevant period) plus one percent.
Clause type: entire
Agreement. The Contract, as amended, constitutes the entire agreement of the Parties with respect to the subject matter thereof, and any further amendment must also be in writing executed by authorized representatives of the Parties. Except as set forth in this Agreement, all terms and conditions of the Contract shall continue in full force and effect.
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of eight hundred fifty million (850,000,000) Company Shares and one million (1,000,000) shares of preferred stock, par value $.50 per share, of the Company (“Company Preferred Shares”). As of the close of business on March 31, 2011 (the “Capitalization Date”), 244,778,892 Company Shares were issued and outstanding (inclusive of 424,788 shares of Company Restricted Stock) and no Company Shares were held in the treasury of the Company. As of the close of business on the Capitalization Date, 23,730,820 Company Shares were subject to outstanding Company Stock Options, 3,529,235 Company Shares were subject to outstanding Company RSUs, 2,581,000 Company Shares were subject to outstanding Company PSUs and 10,484,312 Company Shares were reserved for future awards under the applicable Company Equity Plans. As of the date of this Agreement, no Company Preferred Shares are issued and outstanding. All of the outstanding Company Shares have been duly authorized and validly issued, are fully paid and nonassessable, are free of preemptive rights and were issued in compliance with applicable Law. All Company Shares subject to issuance upon exercise of Company Stock Options or vesting of Company RSUs or Company PSUs will be, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights.
Clause type: counterparts
This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one instrument.
Clause type: esop
 An employees' stock ownership plan with its related trust, that meets the requirements to be "qualified" under Section 401 of the Internal Revenue Code of 1986, as amended. FDIC: Federal Deposit Insurance Corporation, as established by the Federal Deposit Insurance Act. FRB: Board of Governors of the Federal Reserve System.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.
Clause type: indemnification
(a) Each party (the “Indemnifying Party”) agrees to indemnify, defend and hold the other party, its several officers and directors, any person who controls such other party within the meaning of Section 15 of the 1933 Act and, when you are the Indemnifying Party, the Funds (collectively, the “Indemnified Parties”), free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Indemnified Parties may incur under the 1933 Act, or under common law or otherwise, arising out of or based upon:
Clause type: termination
In the event that the Closing shall not have occurred with respect to a Buyer on or before five (5) Business Days from the date hereof due to the Company’s or such Buyer’s failure to satisfy the conditions set forth in Sections 6 and 7 above (and the nonbreaching party’s failure to waive such unsatisfied condition(s)), the nonbreaching party shall have the option to terminate this Agreement with respect to such breaching party at the close of business on such date by delivering a written notice to that effect to each other party to this Agreement and without liability of any party to any other party; provided, however, that if this Agreement is terminated pursuant to this Section 8, the Company shall remain obligated to reimburse the Lead Investor or its designee(s), as applicable, for the expenses described in Section 4(f) above.
Clause type: capitalization
 The authorized capitalization of Wild Earth consists of 100,000 shares of common stock, par value $0.01, of which 100,000 shares are issued and outstanding. All issued and outstanding shares of Wild Earth are legally issued, fully paid, and nonassessable and not issued in violation of the preemptive or other right of any person. There are no dividends or other payments or distributions due or payable with respect to any of the shares of capital stock of Wild Earth.
Clause type: loans
 Section 6.07 of the Plan shall be amended to add the following sentence immediately following the last sentence of such section: This Section 6.07 shall not apply to Members who are employed by Temroc.
Clause type: severability
In the event that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision or portion of provision.
Clause type: payment
 Client understands that the specified terms of payment under this Agreement are based upon timely cash payments within 30 days. If Client chooses to defer paying any amount beyond the date on which it is due, Client may be charged at the Producer’s discretion, as additional consideration, an amount equal to the current prime rate +2% (as charged by Producer’s bank from time to time) on unpaid amounts until paid, compounded monthly. Ownership of the media does not transfer until full payment is made to Producer.
Clause type: ownership_of_shares
 On the date of this Agreement, the Owned Shares set forth opposite the Stockholder’s name on Schedule 1 are owned beneficially by the Stockholder and include all of the Owned Shares owned beneficially by the Stockholder, free and clear of any Liens that would prevent the Stockholder from tendering his shares in accordance with this Agreement or complying with his other obligations under this Agreement, except to the extent prohibited by the margin loan arrangements referred to in the Company's proxy statement for its June 15, 2007 annual meeting. As of the date of this Agreement, the Stockholder has, and as of immediately prior to the expiration of the Offer, the Stockholder will have sole voting and dispositive power with respect to the Owned Shares and will be entitled to dispose of the Owned Shares, except to the extent prohibited by the margin loan arrangements referred to in the Company's proxy statement for its June 15, 2007 annual meeting.
Clause type: loans
 (a) At the request of the Company, the Bank shall, subject to the terms and conditions of this Agreement, from time to time on Business Days during the period from and including the date hereof to but excluding the Termination Date, make one or more Loans to the Company such that, at the time of the making of any such Loan, the aggregate principal amount of all Loans outstanding hereunder at such time (including such Loan) shall not exceed the Commitment.
Clause type: capitalization
 The authorized capital stock of APP consists of [20,000,000] shares of APP Common Stock, of which [2,000,000] shares are issued and outstanding and [10,000,000] shares of APP Preferred Stock, none of which are outstanding. Each outstanding share of APP Common Stock has been legally and validly issued and is fully paid and nonassessable, and was issued pursuant to a valid exemption from registration under (i) the Securities Act of 1933, as amended, and (ii) all applicable state securities laws. No shares of capital stock are owned by APP in treasury. No shares of capital stock of APP have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any stockholders of APP. APP has no bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of APP on any matter. There exist no options, warrants, subscriptions, calls, commitments or other rights to purchase, or securities convertible into or exchangeable for, any of the authorized or outstanding securities of APP and no option, warrant, subscription, call, or commitment or commission right of any kind exists which obligates APP to issue any of its authorized but unissued capital stock. APP has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect thereof.
Clause type: payment_terms
 Unless otherwise set forth in the Agreement, Buyer shall pay for goods within thirty (30) days of the date of the applicable invoice. If Buyer’s creditworthiness changes, Umicore may demand: (i) advance payment for goods; or (ii) other means of financial security, including a letter of credit. In addition to any other legal remedy, if Buyer is in default, Umicore may cancel all further deliveries to Buyer. Buyer shall make all payments unconditionally and without any setoff, recoupment, or counter-claim. All past-due amounts will incur interest at a rate of one percent (1%) per month. Buyer shall be responsible for all costs and expenses incurred by Umicore, including attorneys’ fees.
Clause type: governing
Law. This Agreement shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the Commonwealth of Pennsylvania.