bhaskrr/legal-clauses huggingface dataset:
Clause type: interest
 All amounts due under this Agreement shall bear interest as provided in section 11 of the EPLA on the entire unpaid balance computed from the due date until the amount is paid.
Clause type: vesting
 The shares of Restricted Shareholder Stock granted hereunder (the "Shares") will be deemed "vested" (the "Vested Shares") as follows: (a) 18.75% of the Shares shall be deemed Vested Shares as of the date hereof and (b) Shares that are not Vested Shares as of the date hereof shall become Vested Shares in accordance with this Section 2, based upon the Company's achievement of the Consolidated Adjusted EBITDA targets set forth below (each, the "Target EBITDA") for each of the Company's fiscal years ending December 30, 2006, December 29, 2007 and December 27, 2008 (the "Measurement Years"). EBITDA Targets (dollars in millions) MEASUREMENT CUMULATIVE 90% OF TARGET 90% OF CUMULATIVE ELIGIBLE YEARS TARGET EBITDA TARGET EBITDA EBITDA TARGET EBITDA SHARES ----------- ------------- ------------- ------------- ----------------- -------- 2006 2007 2008 The minimum Target EBITDA numbers set forth above shall be equitably adjusted by the Board for acquisitions and dispositions made by the Company (whether by purchase or sale of assets or stock, merger, consolidation or otherwise) and such adjustments may take into account the pro forma annual Consolidated Adjusted EBITDA of any acquired business, as determined by the Board.
Clause type: headings
The headings in this Agreement are inserted for convenience of reference only and shall not affect interpretation of this Agreement. Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural and pronouns stated in either the masculine or the neuter gender shall include the masculine, the feminine and the neuter.
Clause type: capitalization
 All issued and outstanding Equity Securities of Borrower are duly authorized and validly issued, fully paid and non-assessable, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities, except for such compliance with such laws that would not reasonably be expected to result in a Material Adverse Effect.
Clause type: ownership_of_shares
 As of the time of each Closing hereunder, Seller will be the beneficial owner of the Acquired Shares to be sold at such Closing, and will transfer and deliver to the Company at each Closing valid title to the Acquired Shares to be sold at such Closing free and clear of any Lien and any other limitation or restriction (including any restriction on the right to sell or otherwise dispose of the Acquired Shares).
Clause type: capitalization
 (a) The authorized capital stock of the Company consists of 200,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per share (“Company Preferred Stock”). At the close of business on May 14, 2012 (the “Capitalization Date”), (i) 84,579,658 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Common Stock were held by the Company in its treasury, (iii) 14,571,573 shares of Company Common Stock were reserved for issuance pursuant to outstanding Options and Restricted Stock Units under the Company Stock Plans and (iv) no shares of Company Preferred Stock were issued or outstanding.
Clause type: base-salary
 Company will pay Executive an annual salary of $500,000, as compensation for services (the “Base Salary”). The Base Salary will be paid according to the Company’s normal payroll practices and subject to the usual and required withholdings. Executive’s salary may be reviewed and adjusted annually by Executive’s Supervisor or the Board.
Clause type: compensation
 Compensation for purposes of determining contributions shall be as defined in Section 5.02, modified as provided below.
Clause type: representations
and Warranties. The representations and warranties made by the Purchaser in Section 3.2 hereof shall be true and correct in all material respects as of the date when made, and as of the Closing Date as though made on and as of such date, except for representations and warranties that speak as of a specific date.
Clause type: payment
 4.1 The COUNTY shall pay and CONTRACTOR shall accept, as full and complete payment for the timely and complete performance of its obligations hereunder as provided in the Pricing Schedule which is attached as Attachment C to this Agreement and which is made a part of this Agreement by reference. A fixed lump sum price represents the CONTRACTOR’S base bid plus the optional portion of the Project/Service, including all applicable taxes, materials, labor, supervision, fuel, permits, licenses, management and overhead, unless a duly authorized change order has been issued in accordance with the COUNTY's purchasing policies and procedures. Any hourly rate quoted shall be deemed to provide full compensation to the CONTRACTOR for labor, supervision, equipment use, travel time, and all other costs associated with providing the services needed to satisfactorily complete all work provided. This rate is assumed to be at straight-time for all labor, except as otherwise noted.
Clause type: investments
 No Borrower shall, or shall permit any Borrower Subsidiary to, directly or indirectly make or own any Investment except:
Clause type: interest
 (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin. The Loans comprising each Eurodollar Borrowing shall bear interest at the LIBO Rate for the Interest Period for such Borrowing plus the Applicable Margin.
Clause type: taxes
 Each of the Borrowers and their respective Restricted Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it that are due and payable, including in its capacity as a withholding agent, except (a) Taxes (or any requirement to file Tax returns with respect thereto) that are being contested in good faith by appropriate proceedings and for which such Borrower or such Restricted Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with IFRS or (b) to the extent that the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
Clause type: base-salary
 Your base salary will be at the rate of $300,000 per year, less all applicable taxes and withholdings, to be paid in installments in accordance with the regular payroll practices of the Company; provided, however, that if the closing of an initial public offering of the Company’s common stock occurs on or before June 30, 2014, your base salary will be increased to $390,000 per year payable according to the terms set forth herein. Such base salary may be adjusted from time to time in accordance with normal business practices and in the sole discretion of the Company.
Clause type: capitalization
 All the Capital Stock, as set forth on Schedule 8.12, in the Borrower and each other Credit Party (other than the Parent) is legally and beneficially owned directly or indirectly by the Parent and, except as permitted by Section 10.02, such structure shall remain so until the Maturity Date.
Clause type: payment
 Invoices shall be rendered to the paying Party at the address specified in Appendix F
Clause type: base-salary
 “Base Salary” means the Executive’s annual rate of base salary as in effect on the date that the Executive’s employment with the Company and its Affiliates terminates; provided, however, that if the Executive resigns from the employment of the Company and its Affiliates for Good Reason and the basis for the resignation is, or includes, a material reduction in the Executive’s annual rate of base salary, then “Base Salary” means the Executive’s annual rate of base salary as in effect prior to such reduction.
Clause type: conversion_of_shares
 (a) At the Reincorporation Effective Time, by virtue of the Reincorporation Merger and without any action on the part of the Company, Company Virginia Sub or any holder of common stock, par value $2.00 per share, of the Company (the “Company Common Stock”), (i) each share of Company Common Stock (including restricted shares of Company Common Stock (“Company Restricted Stock”)) issued and outstanding immediately prior to the Reincorporation Effective Time (other than shares held in treasury) shall be converted into one share of common stock, par value $2.00 per share, of Company Virginia Sub (the “Company Virginia Sub Common Stock”), (ii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Reincorporation Effective Time shall be cancelled and (iii) each share of Company Virginia Sub Common Stock issued and outstanding immediately prior to the Reincorporation Effective Time shall be cancelled.
Clause type: whereas
MFD is registered as a broker-dealer with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (hereinafter the “1934 Act”), and is a member in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”);
Clause type: taxes
 As an independent contractor, Consultant acknowledges and agrees that it is solely responsible for the payment of any taxes and/or assessments imposed on account of the payment of compensation to, or the performance of services by Consultant pursuant this Agreement, including, without limitation, any unemployment insurance tax, federal and state income taxes, federal Social Security (FICA) payments, and state disability insurance taxes. The Company shall not make any withholdings or payments of said taxes or assessments with respect to amounts paid to Consultant hereunder; provided, however, that if required by law or any governmental agency, the Company shall withhold such taxes or assessments from amounts due Consultant, and any such withholding shall be for Consultant's account and shall not be reimbursed by the Company to Consultant. Consultant expressly agrees to make all payments of such taxes, as and when the same may become due and payable with respect to the compensation earned under this Agreement.
Clause type: whereas
Section 9.01(g) of the Indenture provides that the Issuers, the Guarantors and the Trustee may amend or supplement the Indenture in order to comply with Section 4.13 or 10.03 thereof, without the consent of the Holders of the Notes; and
Clause type: investments
 None of the Borrower, SARC or Surgery Center will purchase or otherwise invest in or hold securities, non-operating real estate outside the normal course of business, or other non-operating assets, except: (1) Permitted Investments; (2) the present or future investment in any such assets; and (3) operating assets that hereafter become non-operating assets.
Clause type: payment_terms
 Within five (5) Business Days after the end of each Pricing Month (i.e., the fifth Business Day of a month of delivery), SMC will notify Ford in writing via email as to the formula-based pricing computations set forth in Section 4 above for the Metal to be delivered by SMC pursuant to this Agreement during the month. The first of such notices will be due by January 7, 2011. Ford will forward such payment amount for 100% of the quantities received by wire transfer to SMC (pursuant to written wire transfer instructions which will be provided by SMC) within two (2) Business Days after delivery of the Metals by SMC to the Delivery Point. Since January 2011 is the first month of delivery, the first payment will be due to SMC on or before January 24, 2011. All payments will be made in U.S. Dollars. If Ford does not agree with SMC’s formula-based pricing computations, Ford will nonetheless forward the payment specified in SMC’s formula-based pricing computations and seek resolution of such dispute as to the calculation of the payment amount pursuant to the dispute resolution procedures set forth in Section 16 below. Without derogating SMC’s rights under this Agreement, any delay in payment by Ford to SMC shall bear interest calculated at the Prime Rate of interest published in the “Money Rates” table of The Wall Street Journal on the date such payment was due plus 3% (or, if less, the maximum rate permitted by applicable law) from the date upon which payment was due until the date full payment is received.
Clause type: investments
 7.1 When buying investments you must be able to pay the total cost of the purchase at the time we accept your Transaction instruction.
Clause type: definitions
Except to the extent otherwise specified herein, capitalized terms used in this Amendment shall have the same meanings ascribed to them in the Credit Agreement.
Clause type: now
THEREFORE in consideration of the mutual provisions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby covenant and agree as follows:
Clause type: assignment
The provisions of this Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns, provided that no party may assign, delegate or otherwise transfer any of its rights, interests or obligations under this Agreement without the prior written consent of the other parties hereto, except that the Purchaser may assign, delegate or otherwise transfer any of its rights, interests or obligations under this Agreement to an affiliate, without reducing its own obligations hereunder.
Clause type: investment-company-act
 Neither Company nor the Subsidiary is an "investment company" or a company "controlled" by an "investment company," within the meaning of the Investment Company Act of 1940, as amended.
Clause type: entire
Agreement. This Agreement, together with the agreements and other documents herein or therein referred to, constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties hereto with respect to the subject matter hereof. There are no representations, warranties, covenants or conditions with respect to the subject matter hereof except as contained herein.
Clause type: ownership_of_shares
 Stockholder is the beneficial owner (as such term is defined under Rule 13(d)(3) promulgated under the Securities Exchange Act of 1934, as amended, except that such term shall include Shares that may be acquired more than sixty (60) days from the date hereof) of all of the Shares. Stockholder has sole voting power and the sole power of disposition with respect to all of the Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement.
Clause type: financing
 87 (a) Buyer will pay cash or may obtain a loan for the purchase of the Property. There is no financing contingency to 88 Buyer’s obligation to close.
Clause type: base-salary
 During the term of Executive’s employment with the Company pursuant to this Agreement, the Company shall pay to Executive as compensation for his services an annual base salary of not less than $750,000 (“Base Salary”). Executive’s Base Salary will be payable in arrears (no less frequently than monthly) in accordance with the Company’s normal payroll procedures and will be reviewed annually and subject to upward adjustment at the discretion of the Board of Directors of Parent and/or the Compensation Committee thereof, but will not be lowered except in connection with reductions applied to all executive officers on an equal percentage basis and other than in contemplation of or on or after a Change in Control.
Clause type: insurance
Unless requested to do so in writing and confirmed to Customer in writing, Company is under no obligation to procure insurance on Customer's behalf; in all cases, Customer shall pay all premiums and costs in connection with procuring requested insurance.
Clause type: severability
In the event that any provision of this Agreement shall be held invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect any other provision of this Agreement, and the parties shall negotiate in good faith to modify the Agreement to preserve (to the extent possible) their original intent. If the parties fail to reach a modified agreement within thirty (30) days after the relevant provision is held invalid or unenforceable, then the dispute shall be resolved in accordance with the procedures set forth in Article 13. While the dispute is pending resolution, this Agreement shall be construed as if such provision were deleted by agreement of the parties.
Clause type: base-salary
 During the Employment Term, the Company shall pay Executive a base salary at the annual rate of $375,000 per year or such higher rate as may be determined annually by the Company (“Base Salary”). Such Base Salary, less applicable withholdings, shall be paid in accordance with the Company’s standard payroll practice for executives.
Clause type: assignment
The Recipient may not, without the prior written consent of the Funder, assign, transfer, sub-contract, or in any other way make over to any third party the benefit and/or the burden of this Agreement or, except as contemplated as part of the Project, transfer or pay to any other person any part of the Grant.
Clause type: definitions
As used in this Agreement, the following initially capitalized terms, whether used in the singular or plural form, shall have the meanings set forth in this Article 1.
Clause type: capitalization
 The capitalization of the Company is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof (it being understood that with respect to Affiliates of the Company that are not officers or directors of the Company, such schedule shall be based on a review of Section 16 and Schedule 13D or 13G filings by such Persons). The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities, options outstanding under the Company’s stock option plans and the warrants set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all provincial, United States federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar righ...
Clause type: miscellaneous
1. The Customer agrees that prior to effecting any change in the Prospectus which would increase or alter the duties and obligations of the Bank hereunder, it shall advise the Bank of such proposed change at least 30 days prior to the intended date of the same, and shall proceed with such change only if it shall have received the written consent of the Bank thereto.
Clause type: loans
 Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Loan” or “Term Loan”) to the Borrower and/or the Co-Borrower identified by Borrower in a Loan Notice (on any one Business Day during the Availability Period) in an aggregate principal amount of $250,000,000 (each such Lender’s loan not to exceed at any time the amount of such Lender’s Commitment). No amount of the Loan may be reborrowed once any portion of the Loan is repaid. The Loan shall mature and shall be due and payable by the Borrower and the Co-Borrowers in full on the Maturity Date.
Clause type: payment
 All amounts payable by or on behalf of Kaydon under this Agreement shall, unless specifically stated to the contrary in this Agreement, be paid in a lump sum in U.S. Dollars, without notice or demand, on the first day of the second month following termination of Executive’s employment (or for payment of the SERP benefits to an Executive whose employment terminated prior to a Change in Control, on the first day of the second month following the Change in Control). Each and every payment made by or on behalf of Kaydon shall be final and Kaydon and its subsidiaries shall not, for any reason whatsoever, seek to recover all or any part of any payment from Executive or from whomever is entitled to it.
Clause type: definitions
As used herein, the following terms shall have the meanings set forth below unless the context otherwise requires.
Clause type: base-salary
 As compensation for Executive’s performance of his duties hereunder, the Company shall pay to Executive an initial bi-weekly base salary paid of $ 17,307.70 per pay period (an annual rate of $450,000 per year) (the “Base Salary”). The Base Salary is payable in arrears in accordance with the normal payroll practices of the Company, less required deductions for state and federal withholding tax, social security and all other employment taxes and authorized payroll deductions. In the event Executive’s employment under this Agreement is terminated by either party, for any reason, Executive shall earn the Base Salary prorated to the date of termination of employment.
Clause type: investments
 (a) Set forth on Schedule 4.12 is a complete and accurate list, organized by category, of all investment and debt securities, mortgage-backed and related securities, marketable equity securities and securities purchased under agreements to resell that are owned by the Company or any Acquired Subsidiary (together with any securities hereafter acquired, the “Company Investment Securities”). Schedule 4.12 shows, as of September 30, 2013, the applicable CUSIP numbers, the applicable maturity dates and the applicable coupon rates of the Company Investment Securities, the carrying values and estimated fair values of investment and debt securities, the gross carrying value and estimated fair value of the mortgage-backed and related securities, and the estimated cost and the estimated fair value of the marketable equity securities.
Clause type: investments
 Neither Parent nor Issuer shall have and shall not permit the Companies’ to have any Investments other than: