bhaskrr/legal-clauses huggingface dataset:
Clause type: interest
 MERISANT COMPANY, a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "COMPANY"), promises to pay interest on the principal amount of this Note at the rate per annum shown above; PROVIDED, HOWEVER, that if a Registration Default (as defined in the Registration Rights Agreement) occurs, additional interest will accrue on this Note at a rate specified in the Registration Rights Agreement. Interest on overdue principal (and, to the extent lawful, on overdue installments of interest) shall accrue at the rate that is 1% per annum in excess of the rate specified in the preceding sentence. The Company will pay interest semiannually on January 15 and July 15 of each year, commencing January 15, 2004. Interest on the Notes (other than Additional Notes) will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from [insert date of issuance]. Interest on Additional Notes will accrue from the most recent interest payment date, or, if such Additional Notes are issued prior to the first interest payment date, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
Clause type: investment_company
 The Issuer is not required to be registered as an “investment company” within the meaning of the Investment Company Act, or any successor statute.
Clause type: capitalization
 The authorized capital of the Company consists of 350,000 shares of Common Stock, of which 72,409.732 shares are issued and outstanding, and 50,000 shares of Preferred Stock, of which 6,000 shares are issued and outstanding. There are 11,831 options to acquire Common Stock issued and outstanding. Except as described above in this Section 2.3.9 or as set forth in Schedule 2.3.9 of the Disclosure Schedules, there are no shares of capital stock of any other class authorized, issued or outstanding. All of the issued and outstanding shares of capital stock of the Subsidiary owned by the Company have been validly issued, are fully paid and nonassessable, are owned beneficially and of record by the Company, and were not issued in violation of the terms of any agreement or other understanding binding upon the Company. All of the issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and non-assessable and were not issued in violation of the terms of any agreement or other understanding binding upon the Company. The Jenkins Shares are owned beneficially and of record by the Principal Stockholder or his Affiliates. Except as set forth in Schedule 2.3.9 of the Disclosure Schedules, the Principal Stockholder owns all the Jenkins Shares free and clear of all encumbrances or restrictions on transfer. Except as set forth on Schedule 2.3.9 of the Disclosure Schedules, neither the Company nor the Principal Stockholder is a party to any voting trust, proxy or other voting agreement or understanding with respect to the voting capital stock of the Company. Except as set forth on Schedule 2.3.9(a) of the Disclosure Schedules or as provided in the Ancillary Documents, there are no outstanding subscriptions, options, warrants, purchase rights (including preemptive rights), calls, convertible securities or other agreements or commitments of any character relating to the issued or unissued capital stock of the Company obligating the Company to issue, sell, transfer or otherwise dispose of any securities of any kind. The capital stock of the Company was issued in compliance with the applicable federal and state securities laws.
Clause type: grant
 COMPANY hereby grants to SP, and SP hereby accepts from COMPANY a revocable, non-transferable, perpetual and non-exclusive right to: (a) use the Software, in object code only and (b) distribute to End-Users only, to use, in object code only, the Software. SP shall not enter into additional reseller or distribution agreements to sell Company software products without the written approval of Company. Each copy of the Software required by SP for its distribution will (a) require the payment of an additional License Fee to COMPANY and (b) must be obtained from COMPANY. SP shall not modify, translate, decompile, nor create or attempt to create, by reverse engineering or otherwise, the source code from the object code of the Software supplied hereunder, or adopt the Software in any way or for use to create a derivative work. SP may not, and may not permit End-Users to use, reproduce, sublicense, distribute or dispose of the Software, in whole or in part, except as expressly permitted under this Agreement. Except as expressly provided herein, SP shall make no other use of the Software.
Clause type: interest
 If all or any part of any Guaranteed Obligation shall not be paid on or prior to Lease Guarantor’s deadline to so do as provided in this Section 17.2, Lease Guarantor shall pay, immediately upon demand by Landlord, and without presentment, protest, or notice (each of which is hereby waived by Lease Guarantor to the extent permitted by Applicable Law), in addition to such Guaranteed Obligation, but without duplication of any interest accruing on such amounts pursuant to the Lease and otherwise payable as a Guaranteed Obligation (and without interest accruing on any interest), interest on the amount of such Guaranteed Obligation (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) at a rate equal to the lesser of (i) five percentage points above the Prime Rate and (ii) the highest rate permitted by Applicable Law, accruing from the date of Lease Guarantor’s deadline by which to make such payment under this Section 17.2.
Clause type: interest
 (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows:
Clause type: loans
 (a) Subject to the terms and conditions of this Agreement, from the Closing Date and until the Commitment Termination Date (i) Lender agrees (A) to make available advances (each, a "Revolving Credit Advance") and (B) to incur Letter of Credit Obligations, in an aggregate outstanding amount not to exceed the Borrowing Availability, and (ii) Borrower may at its request from time to time borrow, repay and reborrow, and may cause Lender to incur Letter of Credit Obligations, under this Section 1.1.
Clause type: miscellaneous
We confirm that we are a member in good standing of the National Association of Securities Dealers, Inc. We confirm that we will take reasonable steps to provide the Preliminary Prospectus or final Prospectus to any person making written request therefor to us and to make the Preliminary Prospectus or the final Prospectus available to each person associated with us expected to solicit customers' orders for the Units prior to the effective registration date and the final Prospectus if he is expected to offer the Units after the effective date. We understand that you will supply us upon our request with sufficient copies of such prospectuses to comply with the foregoing. This Agreement is being executed by us and delivered to you in duplicate. Upon your confirmation hereof and of agreements in identical form with each of the other Underwriters, this Agreement shall constitute a valid and binding contract between us. Very truly yours, Confirmed as of the date set forth Indicated below our firm name and at the head of this Agreement address exactly as we wish to appear in the Prospectus VAN KAMPEN AMERICAN CAPITAL DISTRIBUTORS, INC. By____________________________ ____________________________________ Title__________________________ ____________________________________
Clause type: severability
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law. To the extent a court or tribunal of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, in whole or in part, the Company, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.
Clause type: severability
In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, but this Agreement shall be reformed and construed and enforced to the maximum extent permitted by applicable law.
Clause type: entire
Agreement. This Agreement and the documents referenced herein contain the entire agreement of the parties and there are no representations, covenants or other agreements except as stated or referred to herein and therein.
Clause type: grant
 3.1 Subject to the limitations set forth in this AGREEMENT, including the license granted to the U.S. Government and the rights reserved in Paragraph 3.3, REGENTS hereby grants and LICENSEE hereby accepts an exclusive license under REGENTS' PATENT RIGHTS to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, in the LICENSED FIELD OF USE in the LICENSED TERRITORY(IES).
Clause type: payment_terms
 Unless otherwise agreed to in writing by both parties, all License Fees due hereunder shall be made in United States currency. SP shall issue Purchase Orders that shall specify the customer name and address and the quantity of License Units ordered. COMPANY shall not be liable to SP or any third party for any delay, error, or failure in fulfilling Purchase Orders. Payments shall be made to COMPANY by the terms and at the address stated on each Purchase Order. Any applicable taxes, as set forth in Section 6, will also be payable by SP. COMPANY reserves the right to impose a late payment charge of one and one-half percent (1-1/2%) per month, but not in excess of the lawful maximum on any past due balance in the event SP shall fail to pay any charges within thirty (30) days after the same are due.
Clause type: now
THEREFORE in consideration of the mutual promises and covenants set forth herein, and other consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:
Clause type: investments
 The Trustee shall invest and reinvest the funds of the Trust and keep the same invested in Permissible Investments or in publicly-traded securities pursuant to Self-Directed Brokerage Accounts, other than stock of the Employer, without distinction between principal and income, in accordance with the investment directions submitted by the Participants or Beneficiaries pursuant to Article V and otherwise in accordance with the directions of the Plan Administrator. If any investment directions are not received from the Participants, Beneficiaries or the Plan Administrator, or if received, are unclear in the opinion of the Trustee or its agent, all or a portion of the assets of the Trust may be held uninvested without liability for loss of income or appreciation and without liability for interest, pending receipt of proper orders or clarification, or such assets may be invested on an interim basis in such short-term liquid Permissible Investments as are selected by the Plan Administrator on a uniform basis for such purpose. If the Trustee invests in one or more collective or group investment funds (whether or not the Trustee acts as trustee thereunder) for the collective investment of assets of pension or profit sharing trusts pursuant to Revenue Ruling 81-100, such collective or group investment funds shall constitute part of the Plan, and the instrument creating such funds shall constitute part of this Trust.
Clause type: loans
 All loans contracted on behalf of the Corporation and all evidences of indebtedness that are issued in the name of the Corporation shall be under the authority of a resolution of the Board of Directors. Such authorization may be general or specific.
Clause type: ownership_of_shares
 Margaret Cadena represents that she is the sole owner of 150 shares of TWDL Super Preferred Stock and that such shares have been validly issued, are fully paid, are non-assessable, that she has full power and authority to transfer and convey the same and that there are no other shares of such preferred stock or any other classes or series of preferred stock issued or outstanding.
Clause type: ownership_of_shares
 As of the date of this Agreement, none of Parent, Merger Sub or their controlled affiliates owns (directly or indirectly, beneficially or of record) any shares of Common Stock and none of Parent, Merger Sub or their controlled affiliates holds any rights to acquire or vote any shares of Common Stock except pursuant to this Agreement.
Clause type: severability
If any provision of this Agreement or the application thereof to any person or circumstance shall be held to be invalid, illegal, unenforceable or inconsistent with any present or future law, ruling, rule or regulation of any court, governmental or regulatory authority having jurisdiction over the subject matter of this Agreement, such provision shall be rescinded or modified in accordance with such law, ruling, rule or regulation and the remainder of this Agreement or the application of such provision to the person or circumstances other than those as to which it is held inconsistent shall not be affected thereby and shall be enforced to the greatest extent permitted by law.
Clause type: investment-company-act
 Neither Metaldyne nor any of its Subsidiaries is, nor in the event of the Metaldyne Call Option Closing and the issuance and sale of the Series A-1 Preferred Stock pursuant to the Operating Agreement and after the application of the net proceeds therefrom will be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended.
Clause type: now
THEREFORE based upon the above Recitals, the mutual premises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
Clause type: ownership_of_shares
 Sellers are the sole owner of the Shares, both of record and beneficially. Sellers owns the Shares free and clear of any pledge, option, security interest, encumbrance or restriction whatsoever. There are no authorized or outstanding options, warrants, rights, contracts, calls, puts, rights to subscribe, conversion rights or other agreements or commitments to which either of the Sellers or the Company is a party or which are binding on either of the Sellers or the Company providing for the issuance, disposition or acquisition of any of the capital stock of the Company. There are no authorized or outstanding stock appreciation rights, phantom stock or similar rights with respect to the Company to which the Company is a party.
Clause type: ownership_of_shares
 The RIDGEFIELD DEVELOPMENT CORPORATION Shareholders are the owners of record and beneficially of all of the issued and outstanding Common stock of RIDGEFIELD DEVELOPMENT CORPORATION Common stock, which RIDGEFIELD DEVELOPMENT CORPORATION Common stock, to the best of RIDGEFIELD DEVELOPMENT CORPORATION's knowledge, are owned free and clear of all rights, claims, liens and encumbrances, and have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement.
Clause type: interest
 (a) Interest shall accrue on the principal amount of the Notes at a rate per annum equal to the Note Interest Rate. The Note Interest Rate shall initially be equal to the Initial Note Interest Rate and shall thereafter be subject to adjustment pursuant to Section 3.2. The Company shall pay interest on the Notes, payable quarterly in arrears, on March 15, June 15, September 15, and December 15 of each year (each such date, an “Interest Payment Date”), commencing on, and including, March 15, 2011. Interest that is due on a Note on any March 15, June 15, September 15, or December 15 shall be paid to the person who is the Holder of such Note as of the close of business on the immediately preceding March 1, June 1, September 1, or December 1, respectively (whether or not such date is a Business Day) (each such date, a “Regular Record Date”). Interest on a Note shall accrue on the principal amount of such Note from, and including, the most recent date to which interest has been paid or provided for or, if no interest has been paid, from, and including, the date such Note was first issued, in each case to, but excluding, the next Interest Payment Date or the Stated Maturity date of the principal of such Note, as the case may be. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Section 4.01(b) of the Base Indenture shall not apply to the Notes.
Clause type: termination
This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time:
Clause type: assignment
This Agreement shall not be assigned by operation of law or otherwise, except that Investor may assign all or any of its rights and obligations hereunder to any affiliate of Investor, provided that no such assignment shall relieve Investor of its obligations hereunder if such assignee does not perform such obligations.
Clause type: assignment
The rights and obligations of the Employer under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Employer, as applicable, including without limitation, a purchaser of all or substantially all the assets of the Employer. If the Agreement is assigned pursuant to the foregoing sentence, the assignment shall be by novation and the Employer shall have no further liability hereunder, and the successor or assign, as applicable, shall become the “Employer” hereunder, but the Executive will not be deemed to have experienced a Termination of Employment by virtue of such assignment. The Agreement is a personal contract and the rights and interest of the Executive may not be assigned by the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive and the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.
Clause type: assignment
Notwithstanding anything to the contrary contained in this Custodian Agreement other than Section 19 of this Custodian Agreement, this Custodian Agreement may not be assigned by the Custodian without the prior written consent of the Depositor or any Persons to whom the Depositor has assigned its rights hereunder, as applicable.
Clause type: payment
 An ASF Member qualifying for separation through resignation or early retirement except those qualifying under the provisions of Subd. 1(c) above shall receive payment equal to his/her base salary minus ten (10) percent of his/her base salary for each year beyond age fifty-five (55). The ASF Member shall receive this amount in two equal payments; the first payment will be made at the time of the ASF Member’s separation from employment and the second payment will be made before the earlier of the following dates: a) 18 months after the date of separation, or b) the end of the fiscal year following the fiscal year in which the separation occurred. However, if the separation payment is less than ten thousand dollars ($10,000), it will be paid in one lump sum cash payment at the time of separation from employment. No employee shall receive more than one-hundred (100) percent of total compensation in a single fiscal year.
Clause type: taxes
 United States Federal income tax returns of the Company and its Subsidiaries have been examined and closed through the fiscal year ended December 31, 1987. The Company and its Subsidiaries have filed all United States Federal income tax returns and all other material tax returns which are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or any Subsidiary, except for taxes the amount, applicability or validity of which is being contested in good faith by appropriate proceedings. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of taxes or other governmental charges are, in the opinion of the Company, adequate.
Clause type: entire
Agreement. This Agreement constitutes the entire agreement of the Company, the Initial Member and any Person who becomes a Member hereafter with respect to the matters described herein and supersedes any prior agreement or understanding among them with respect to such subject matter.
Clause type: whereas
this Trust Supplement is subject to the provisions of the Trust Indenture Act of 1939, as amended, and shall, to the extent applicable, be governed by such provisions;
Clause type: ownership_of_shares
 As of the time immediately prior to the Effective Time, neither Parent nor any Parent Subsidiary will beneficially own any Shares. Other than pursuant to the Textron Voting Agreement, Parent does not "own" and has not within the past three years "owned" (as such terms are defined in Section 3 of Chapter 110F of the Massachusetts General Laws) and does not "beneficially own" (as defined in the Rights Agreement) ten percent or more of the outstanding Shares.
Clause type: base-salary
 In consideration of the Services rendered to the Company hereunder by Executive, the Company shall pay Executive a base salary per annum of Three Hundred Fifty Thousand Dollars ($350,000), less applicable statutory deductions and withholdings (the “Base Salary”), payable in accordance with the Company’s regular payroll procedures as presently in effect and amended from time to time. The Company, by action of its Board or the Compensation Committee, may increase Executive’s Base Salary at any time and from time to time during the Employment Term.
Clause type: investments
 The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:
Clause type: base-salary
 The Company shall pay Executive a base salary (“Base Salary”) at the rate of $425,000 per annum (less applicable deductions and withholdings), payable in periodic payments in accordance with the Company’s normal payroll practices. During the Term, Executive’s compensation shall be reviewed by the Board from time to time and at least once every 12 months. Any increase or decrease in Base Salary (together with the then existing Base Salary) shall serve as the “Base Salary” under this Agreement. Any such decrease in Base Salary, however, shall constitute Good Reason under Section 6(e) of this Agreement.
Clause type: shares
 The term "SHARES" shall mean all issued and outstanding shares of Parent Common Stock owned of record or beneficially by Stockholder or over which Stockholder exercises voting power, in each case, as of the record date for persons entitled (i) to receive notice of, and to vote at the meeting of the stockholders of Parent called for the purpose of voting on the matters referred to in Section 1.2, or (ii) to take action by written consent of the stockholders of Parent with respect to the matters referred to in Section 1.2. Stockholder agrees that any shares of capital stock of Parent that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership or over which Stockholder exercises voting power after the execution of this Agreement and prior to the date of termination of this Agreement pursuant to Section 3 below shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares on the date hereof.