bhaskrr/legal-clauses huggingface dataset:
Clause type: interest
 This Security shall bear cash interest at the rate of 1.50% per annum. Interest on this Security shall accrue from the Issue Date, or from the most recent date to which interest has been paid or provided for. Interest shall be payable semiannually in arrears on April 1 and October 1 of each year, beginning on October 1, 2006, to the holders of record of Securities at the close of business on the March 15 or September 15 immediately preceding such Interest Payment Date. Each payment of cash interest on this Security shall include interest accrued for the period commencing on and including the immediately preceding Interest Payment Date (or, if none, the scheduled original Issue Date) through the day before the applicable Interest Payment Date or purchase date. Any payment required to be made on any day that is not a Business Day shall be made on the next succeeding Business Day. Interest shall be calculated using a 360-day year composed of twelve 30-day months. Interest shall cease to accrue on this Security upon its Maturity, conversion or purchase by the Company at the option of the Holder upon a Change in Control in accordance with paragraph 5 hereof. If the Principal Amount hereof or any portion of such Principal Amount is not paid when due (whether upon acceleration pursuant to Section 7.02 of the Indenture, upon the date set for payment of the Change in Control Purchase Price pursuant to paragraph 5 hereof or upon the Maturity of this Security) or if interest due hereon or any portion of such interest is not paid when due in accordance with paragraph 5 or 7 hereof, then in each such case the overdue amount shall, to the extent permitted by law, bear interest at the rate of 1.125% per annum, compounded semiannually, which interest shall accrue from the date such overdue amount was originally due to the date payment of such amount, including interest thereon, has been made or duly provided for. All such interest shall be payable on the next Interest Payment Date.
Clause type: investment-company-act
 Conduct its operation in a manner which will not subject it to registration as an "investment company" under the Investment Company Act.
Clause type: confidentiality
No party will, nor will he permit any of his agents, or representatives to, use for any purpose (other than evaluation of the transactions contemplated hereby) or disclose to any third parties, any “Confidential Information” regarding the other or the business of the other. Confidential Information regarding UPNT shall consist of information obtained directly or indirectly from a party to this Agreement in connection with the transactions contemplated herein, but shall not include: (a) any information that already had become or later becomes publicly available; (b) any information that already had been or later is lawfully developed or obtained by the party receiving the information from independent sources; or (c) any information the disclosure of which is required by law including, but not limited to, Commission laws, rules and regulations regarding disclosure of information in Current Reports on Form 8-K and periodic reports requested to be filed with the Commission. If this Agreement is terminated without consummation of the stock purchase contemplated hereunder, each of the parties agrees to return or destroy all documents (including documents stored in electronic media) containing or reflecting Confidential Information regarding the other and their respective businesses.
Clause type: interest
 Subsection (a) Section 1.5 Interest of the Loan Agreement is hereby amended and restated in its entirety as follows: "(a) Borrower shall pay interest to Lender on the aggregate outstanding Revolving Credit Advances at a floating rate equal to the Index Rate plus 3.75% percent per annum (the "Revolving Credit Rate"). Borrower shall pay interest to Lender on the Term Loan at a floating rate equal to the Index Rate plus 5% percent per annum (the "Term Loan Rate"). All computations of interest shall be made by Lender on the basis of a three hundred sixty (360) day year, in each case for the actual number of days occurring in the period for which such interest or fee is payable. Each determination by Lender of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. In no event will Lender charge interest at a rate that exceeds the highest rate of interest permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable."
Clause type: ownership_of_shares
 Shareholder owns and holds, beneficially and of record, the entire right, title and interest in and to the Shares, free and clear of any claim, suit, proceeding, call, commitment, voting trust, proxy, restriction, limitation, security interest, pledge or lien or encumbrance of any kind or nature whatsoever, and has full power and authority to vote said Shares and to approve the transactions contemplated by this Agreement, such Shares constituting, in the aggregate, all of the issued and outstanding shares of capital stock of the Company. Shareholder has full power and authority to vote, transfer and dispose of the Shares, free and clear of any claim, suit, proceeding, call, voting trust, proxy, restriction, security interest, lien or other encumbrance of any kind or nature whatsoever other than restrictions under the Act and applicable state securities laws.
Clause type: headings
The division of this Agreement into Articles and Sections and the insertion of a table of contents and headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement. The terms “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles, Sections and Schedules are to Articles and Sections of and Schedules to this Agreement.
Clause type: payment
 In return for receiving our Service, you promise to pay us as follows:
Clause type: dividends
 The holders of the Preferred Stock shall be entitled to receive, in preference to the holders of the Common Stock or any Junior Stock, cumulative dividends at the rate of eight percent (8%) per annum, of the preferential liquidation amount per share ($1,000) of the Preferred Stock. Such dividends with respect to the Preferred Stock shall accrue from and after the date of issuance thereof, and shall be paid in cash in quarterly installments payable on the first business day of each calendar quarter in each year (hereinafter called "Dividend Dates"), commencing with the first such date occurring after the date of the original issuance of the Preferred Stock. The foregoing dividends shall be declared by the Board of Directors of the Corporation and paid to the holders of the Preferred Stock to the extent permitted by law. The dividends payable to the holders of the Preferred Stock shall accrue from the date of issuance thereof as provided in Paragraph 8 hereof, and shall be cumulated quarterly, so that if on any Dividend Date full dividends upon the outstanding Preferred Stock shall not have been paid in accordance with the provisions of this Paragraph 1, then the deficiency shall be declared and paid, or set apart for payment, before any dividends shall be declared and paid, or set apart for payment, upon the Common Stock, or any Junior Stock, and before the Corporation shall redeem or purchase any shares of the Common Stock or any Junior Stock. The holders of the Preferred Stock shall not be entitled to dividends except as aforesaid and except as set forth in Section 6(e) hereof, nor shall they be entitled to any interest on any dividends which may be in arrears.
Clause type: assignment
This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors and legal representatives of Executive upon Executive’s death and (b) any successor of the Company. Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer, conveyance or other disposition of Executive’s right to compensation or other benefits will be null and void.
Clause type: assignment
Neither this Agreement nor any right or obligation hereunder may be assigned or delegated, in whole or part, by either party without the prior written consent of the other; provided, however, that either party may, without the written consent of the other, assign this Agreement to (a) any entity to which it has acquired all or substantially all of the business or assets of the assigning party, or (b) any successor corporation resulting from any merger or consolidation with another corporation (including, in the case of GNE, F. Hoffmann-La Roche Ltd or any Affiliate thereof). Notwithstanding the foregoing, ABX shall not be obligated without its written consent to send XenoMouse Animals to any party other than GNE. The terms and conditions of this Agreement shall be binding on and inure to the benefit of the permitted successors and assigns of each party hereto.
Clause type: termination
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before December 31, 2020; provided, however, that no such termination will affect the right of any party to sue for any breach by any other party (or parties).
Clause type: now
THEREFORE in consideration of the foregoing and of the respective covenants and agreements of the parties herein contained, the parties hereto agree as follows:
Clause type: base-salary
 During the Term of this Agreement (as defined below) the Company agrees to pay Employee the base annual salary set forth on SCHEDULE A ("Base Salary"). Such Base Salary shall be reviewed no less frequently than annually during the Term and may be increased but not decreased by the Board of Directors. Such Base Salary shall be payable in accordance with the Company's normal business practices or in such other amounts and at such other times as the parties may mutually agree.
Clause type: representations
and Warranties. (i) Other than the representations and warranties set forth in Section 3.1 (Organization and Qualifications; Subsidiaries) (except, with respect to the representations and warranties in Section 3.1(e), to the extent the same relate only to Vornado Included Entities), Section 3.3 (Capital Structure) (except to the extent such representations and warranties relate only to Vornado Included Entities), Section 3.4 (Authority) and Section 3.24 (Brokers; Expenses), each of the representations and warranties of the Vornado Parties set forth in this Agreement shall be true and correct (without giving effect to any qualification as to materiality or Vornado Material Adverse Effect contained in Article III) as of the date of this Agreement and as of the Closing as though made on and as of the Closing (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct (without giving effect to any qualification as to materiality or Vornado Material Adverse Effect contained in Article III) as of such date), except where any failures of any such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Vornado Material Adverse Effect, and (ii) the representations and warranties set forth in Section 3.1 (Organization and Qualifications; Subsidiaries) (except, with respect to the representations and warranties in Section 3.1(e), to the extent the same relate only to Vornado Included Entities), Section 3.3 (Capital Structure) (except to the extent such representations and warranties relate only to Vornado Included Entities), Section 3.4 (Authority) and Section 3.24 (Brokers; Expenses) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct as of such date).
Clause type: payment
 In consideration of the Services performed by the Consultant under this Agreement, the Authority shall make to the Consultant such payments and in such manner as is provided in Clause 6 of this Agreement.
Clause type: interest
 Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor within thirty (30) days following the date on which it was due, shall bear interest from the thirty-first (31st) day after it was due. The interest ("INTEREST") charged shall be equal to the prime rate charged by the largest state chartered bank in the state in which the Premises are located plus 4%, but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for in Paragraph 13.4.
Clause type: now
THEREFORE for good and valuable consideration, LEA and Provider agree as follows:
Clause type: notices
All notices and other communications under this Agreement shall be in writing and shall be deemed given when (i) delivered personally or (ii) mailed by certified or registered mail, return receipt requested, or (iii) sent by FedEx or other nationally recognized express carrier, fee prepaid to the parties (and shall also be transmitted by facsimile to the Persons receiving copies thereof) at the following addresses (or to such other address as a party may have specified by notice given to the other party pursuant to this provision): If to Sellers: Tecumseh Products Company Fasco Industries, Inc. Motores Fasco de Mexico 100 E. Patterson Street Tecumseh, Michigan 49286 Attn: Daryl P. McDonald, Esq. Facsimile: (517) 423-8839 With a copy to: Miller, Canfield, Paddock & Stone, P.L.C. 840 West Long Lake Road, Suite 200 Troy, Michigan 48098 Attn: David D. Joswick, Esq. Facsimile: (248) 879-2001 If to Purchaser, to: Regal Beloit Corporation 200 State Street Beloit, Wisconsin 53511 Attn: General Counsel Facsimile: (608) 364-8818 With a copy to: Foley & Lardner LLP 777 E. Wisconsin Avenue Milwaukee, WI 53202 Attn: Benjamin F. Garmer, III Facsimile: (414) 297-4900
Clause type: base-salary
 The Company shall pay to Executive a base salary (“Base Salary”) of Three Hundred Thousand U.S. Dollars ($300,000) per year, less all applicable state and federal taxes and withholdings, payable in accordance with the payroll policies from time to time in effect at the Company. Executive’s Base Salary may be subject to increase (but not decrease) on an annual basis as the Board of Directors shall determine in its sole and absolute discretion.
Clause type: grant
 The Company hereby grants to the Grantee under the Plan at the per share price of $.01, equal to the par value of a Share, the number of Restricted Stock Units indicated in the Notice of Grant, subject to all of the terms and conditions in the Agreement, Appendix A and B and the Plan.
Clause type: now
THEREFORE in consideration of the mutual agreements and covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Servicer and the Owner agree as follows:
Clause type: assignment
The rights under this Agreement shall not be assignable nor the duties delegable by any party without the written consent of the other parties and nothing contained in this Agreement, express or implied, is intended to confer upon any person or entity, other than the parties hereto and their successors in interest and permitted assignees, any rights or remedies under or by reason of this Agreement unless so stated to the contrary.
Clause type: base-salary
 While you are employed hereunder, the Company will pay you a base salary at the annual rate of $300,000 (the “Base Salary”). The Base Salary may be subject to an increase from time to time in the discretion of the Company. The Base Salary will be payable in substantially equal installments in accordance with the Company’s payroll practices as in effect from time to time. The Company will deduct from each such installment any amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which you participate.
Clause type: loans
 Any Member or Affiliate may, with the consent of the Directors, lend or advance money to the Company. If any Member or Affiliate shall make any loan or loans to the Company or advance money on its behalf, the amount of any such loan or advance shall not be treated as a contribution to the capital of the Company but shall be a debt due from the Company. The amount of any such loan or advance by a lending Member or Affiliate shall be repayable out of the Company’s cash and shall bear interest at a rate not in excess of the prime rate established, from time to time, by any major bank selected by the Directors for loans to its most creditworthy commercial borrowers, plus four percent (4%) per annum. If a Director, or any Affiliate of a Director, is the lending Member, the rate of interest and the terms and conditions of such loan shall be no less favorable to the Company than if the lender had been an independent third party. None of the Members or their Affiliates shall be obligated to make any loan or advance to the Company.
Clause type: payment
 Except as provided in Annex A Article 2.22 below, payment terms shall be net thirty (30) calendar days of invoice date for established open accounts. Any overdue amount shall bear interest from the due date until actual payment is received by BRAD at an annual rate of interest equal to the U.S. prime interest rate as established from time to time by the Chase Manhattan Bank, New York Branch, or its successor,,, plus two percent (2%) calculated and compounded monthly.
Clause type: investment_company
 None of the Partnership Entities are, and after giving effect to the offering and the sale of the Units and the application of the proceeds thereof, none of the Partnership Entities will be, an “investment company” or a company “controlled by” an investment company, each within the meaning of the Investment Company Act of 1940, as amended.
Clause type: financing
 The Parties acknowledge that Seller may obtain construction and long-term financing or other credit support from one or more Financing Parties. “Financing Parties” means person or persons providing construction or permanent financing to Seller in connection with construction, ownership, operation and maintenance of the System, or if applicable, means, if applicable, any person to whom Seller has transferred the ownership interest in the System, subject to a leaseback of the System from such person. Both Parties agree in good faith to consider and to negotiate changes or additions to this Agreement that may be reasonably requested by the Financing Parties; provided, that such changes do not alter the fundamental economic terms of this Agreement. In connection with an assignment pursuant to Section 19(a)(i)-(iv), Purchaser agrees to execute any consent, estoppel or acknowledgement in form and substance reasonably acceptable to such Financing Parties.
Clause type: payment
 All payments made by the Parent pursuant to this Section 13 shall be made in Dollars. All payments made by the Parent pursuant to this Section 13 will be made without setoff, counterclaim or other defense.
Clause type: assignment
Applicator’s obligations under this Agreement may not be assigned or transferred to any other person, firm, or corporation without prior written consent of PRINCIPAL.
Clause type: interest
 All computations of interest with respect to any payment due to a Person under this Agreement shall be based on the Interest Rate on the basis of a year of 365 days, in each case for the actual number of days (including the first day, but excluding the last day) occurring in the period for which such interest is payable. Whenever any payment under this Agreement will be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of payment of interest.
Clause type: representations
and Warranties. The representations and warranties of the Company set forth herein shall be true and correct both when made and at and as of the Effective Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to materiality or material adverse effect set forth therein) does not have, and would not, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect.
Clause type: representations
and Warranties. Each Grantor hereby represents and warrants that:
Clause type: insurance
The Company and the Company Subsidiaries are insured with reputable insurers against such risks and in such amounts as the management of the Company reasonably has determined to be prudent and consistent with industry practice. The Company and the Company Subsidiaries are in material compliance with their insurance policies and are not in default under any of the material terms thereof, each such policy is outstanding and in full force and effect, all premiums and other payments due under any material policy have been paid, and all claims thereunder have been filed in due and timely fashion, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Clause type: counterparts
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
Clause type: capitalization
 BCH's authorized capitalization presently consists of 1,000,000 shares of capital stock, no par value, of which, as of the date hereof, 1,000,000 shares are issued and outstanding and no shares have been reserved for issuance based upon certain specified contingencies. All issued and outstanding shares have been duly authorized, validly issued and fully paid and non-assessable, and subject to no preemptive rights of any shareholder.
Clause type: investments
 The amortized cost, gross unrealized holding gains and losses and fair value for held-to-maturity securities by major security type at December 31, 1996 were as follows: Gross unrealized Amortized holding Fair cost gains (losses) value -------------------------------------------------------------------------- Classified as investments: Corporate bonds $1,686,350 15,759 1,702,109 Commercial paper 892,774 (6,537) 886,237 ---------- ------ --------- $2,579,124 9,222 2,588,346 ---------- ------ --------- Classified as cash equivalents: Corporate bonds $ 601,932 37 601,969 Commercial 989,656 - 989,656 ---------- ------ --------- $1,591,588 37 1,591,625 ---------- ------ --------- The above securities all mature in 1997.
Clause type: taxes
 Any stamp, documentary or similar taxes, assessments or charges payable or ruled payable by any governmental authority in respect of the Loan Documents shall be paid by the Borrower, together with interest and penalties, if any.