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Hell Or High Water Clause
A hell or high water clause is a clause in a contract, usually a lease, which provides that the payments must continue irrespective of any difficulties which the paying party may encounter, usually in relation to the operation of the leased asset. The clause usually forms part of a parent company guarantee that is intended to limit the applicability of the doctrines of impossibility or frustration of purpose. The term for the clause comes from a colloquial expression that a task must be accomplished "come hell or high water", that is, regardless of any difficulty. History Linguistic historian Robert Hendrickson claims in his book ''Encyclopedia of Word and Phrase Origins'' that the saying derives from a phrase used by sailors in the 1600s “between the devil and the deep blue sea”. The first mention of a hell or high water clause in United States case law was in the February 2nd, 1960 case of ''Matits vs. Nationwide Mutual Insurance Co.'' In that case, Nationwide sought to ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Contract
A contract is a legally enforceable agreement between two or more parties that creates, defines, and governs mutual rights and obligations between them. A contract typically involves the transfer of goods, services, money, or a promise to transfer any of those at a future date. In the event of a breach of contract, the injured party may seek judicial remedies such as damages or rescission. Contract law, the field of the law of obligations concerned with contracts, is based on the principle that agreements must be honoured. Contract law, like other areas of private law, varies between jurisdictions. The various systems of contract law can broadly be split between common law jurisdictions, civil law jurisdictions, and mixed law jurisdictions which combine elements of both common and civil law. Common law jurisdictions typically require contracts to include consideration in order to be valid, whereas civil and most mixed law jurisdictions solely require a meeting of th ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Bond Credit Rating
In investment, the bond credit rating represents the credit worthiness of corporate or government bonds. It is not the same as an individual's credit score. The ratings are published by credit rating agencies and used by investment professionals to assess the likelihood the debt will be repaid. Credit rating agencies Credit rating is a highly concentrated industry with the "Big Three" credit rating agencies – Fitch Ratings, Moody's and Standard & Poor's (S&P) – controlling approximately 95% of the ratings business. Credit rating agencies registered as such with the SEC are "nationally recognized statistical rating organizations". The following firms are currently registered as NRSROs: A.M. Best Company, Inc.; DBRS Ltd.; Egan-Jones Rating Company; Fitch, Inc.; HR Ratings; Japan Credit Rating AgencyKroll Bond Rating Agency Moody's Investors Service, Inc.; Rating and Investment Information, Inc.; Morningstar Credit Ratings, LLC; and Standard & Poor's Ratings Services ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Hardship Clause
Hardship clause is a clause in a contract that is intended to cover cases in which unforeseen events occur that fundamentally alter the equilibrium of a contract resulting in an excessive burden being placed on one of the parties involved. Hardship clauses typically recognize that parties must perform their contractual obligations even if events have rendered performance more onerous than would reasonably have been anticipated at the time of the conclusion of the contract. However, if continued performance has become excessively burdensome because of an event beyond a party's reasonable control that it could not reasonably have been expected to have taken into account, the clause can obligate the parties to negotiate alternative contractual terms to allow for the consequences of the event reasonably. Relation to ''force majeure'' The hardship clause is sometimes used in relation to '' force majeure'', particularly because they share similar features and they both cater to situat ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Baker Donelson
Baker, Donelson, Bearman, Caldwell & Berkowitz P.C. is a large U.S. law firm and lobbying group with offices in the Southeastern United States and Washington, D.C. '' Fortune'' has selected Baker Donelson as one of the 100 Best Companies to Work For nine times, citing the firm's commitment to diversity, public service and pro bono work. History Baker, Donelson, Bearman, Caldwell & Berkowitz traces its roots back to the firm of Baker, Worthington, Crossley & Stansberry, founded in 1888 in Huntsville, Tennessee by James F. Baker. James Baker's son, Howard Baker Sr., who served as a United States Representative from Tennessee, and his grandson, Howard Baker Jr., who served as majority leader of the United States Senate and White House Chief of Staff, were also lawyers at the firm. Howard Baker Jr. was the last lawyer at the original Huntsville office, which closed after his death in 2014. The current firm, headquartered in Memphis, is the result of a series of mergers of many ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Mayer Brown
Mayer Brown is a global white-shoe law firm, headquartered in Chicago, Illinois, United States. It has offices in 27 cities across the Americas, Asia, Europe, and the Middle East, with its largest offices being in Chicago, Washington, D.C., New York City, Hong Kong, and London. Mayer Brown has more than 1,800 lawyers and by revenue is the 19th largest law firm in the world. History The three firms that now form the core of Mayer Brown were all founded in the 19th century. The US portion of the firm was founded in 1881 in Chicago, by Adolf Kraus and Levy Mayer, and was shortly thereafter known as ''Kraus, Mayer & Brackett''. After several changes in name to reflect its changing membership, the firm eventually became known in the US as ''Mayer, Brown & Platt''. The English portion of the firm, ''Rowe & Maw'', was established in 1895 in London and operated under that name until joining with ''Mayer, Brown & Platt'' in 2002 to form ''Mayer, Brown, Rowe & Maw''. In 2007, the ama ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Dividend
A dividend is a distribution of profits by a corporation to its shareholders. When a corporation earns a profit or surplus, it is able to pay a portion of the profit as a dividend to shareholders. Any amount not distributed is taken to be re-invested in the business (called retained earnings). The current year profit as well as the retained earnings of previous years are available for distribution; a corporation is usually prohibited from paying a dividend out of its capital. Distribution to shareholders may be in cash (usually a deposit into a bank account) or, if the corporation has a dividend reinvestment plan, the amount can be paid by the issue of further shares or by share repurchase. In some cases, the distribution may be of assets. The dividend received by a shareholder is income of the shareholder and may be subject to income tax (see dividend tax). The tax treatment of this income varies considerably between jurisdictions. The corporation does not receive a tax dedu ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Covenant (law)
A covenant, in its most general sense and historical sense, is a solemn promise to engage in or refrain from a specified action. Under historical English common law, a covenant was distinguished from an ordinary contract by the presence of a seal. Because the presence of a seal indicated an unusual solemnity in the promises made in a covenant, the common law would enforce a covenant even in the absence of consideration. In United States contract law, an implied ''covenant'' of good faith is presumed. A covenant is an agreement like a contract. The covenantor makes a promise to a covenantee to perform an action ''(affirmative covenant'' in the United States or ''positive covenant'' in England and Wales) or to refrain from an action (negative covenant). In real property law, the term ''real covenants'' means that conditions are tied to the ownership or use of land. A "covenant running with the land", meeting tests of wording and circumstances laid down in precedent, imposes duti ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Debt Financing
Debt is an obligation that requires one party, the debtor, to pay money or other agreed-upon value to another party, the creditor. Debt is a deferred payment, or series of payments, which differentiates it from an immediate purchase. The debt may be owed by sovereign state or country, local government, company, or an individual. Commercial debt is generally subject to contractual terms regarding the amount and timing of repayments of principal and interest. Loans, bonds, notes, and mortgages are all types of debt. In financial accounting, debt is a type of financial transaction, as distinct from equity. The term can also be used metaphorically to cover moral obligations and other interactions not based on a monetary value. For example, in Western cultures, a person who has been helped by a second person is sometimes said to owe a "debt of gratitude" to the second person. Etymology The English term "debt" was first used in the late 13th century. The term "debt" comes fro ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Divestitures
In finance and economics, divestment or divestiture is the reduction of some kind of asset for financial, ethical, or political objectives or sale of an existing business by a firm. A divestment is the opposite of an investment. Divestiture is an adaptive change and adjustment of a company's ownership and business portfolio made to confront with internal and external changes. Motives Firms may have several motives for divestitures: # a firm may divest (sell) businesses that are not part of its core operations so that it can focus on what it does best. For example, Eastman Kodak, Ford Motor Company, Future Group and many other firms have sold various businesses that were not closely related to their core businesses. # to obtain funds. Divestitures generate funds for the firm because it is selling one of its businesses in exchange for cash. For example, CSX Corporation made divestitures to focus on its core railroad business and also to obtain funds so that it could pay off s ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Lease
A lease is a contractual arrangement calling for the user (referred to as the ''lessee'') to pay the owner (referred to as the ''lessor'') for the use of an asset. Property, buildings and vehicles are common assets that are leased. Industrial or business equipment are also leased. Basically a lease agreement is a contract between two parties: the lessor and the lessee. The lessor is the legal owner of the asset, while the lessee obtains the right to use the asset in return for regular rental payments. The lessee also agrees to abide by various conditions regarding their use of the property or equipment. For example, a person leasing a car may agree to the condition that the car will only be used for personal use. The term rental agreement can refer to two kinds of leases: * A lease in which the asset is tangible property. Here, the user '' rents'' the asset (e.g. land or goods) ''let out'' or ''rented out'' by the owner (the verb ''to lease'' is less precise because it can ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Antitrust Law
Competition law is the field of law that promotes or seeks to maintain market competition by regulating anti-competitive conduct by companies. Competition law is implemented through public and private enforcement. It is also known as antitrust law (or just antitrust), anti-monopoly law, and trade practices law. The history of competition law reaches back to the Roman Empire. The business practices of market traders, guilds and governments have always been subject to scrutiny, and sometimes severe sanctions. Since the 20th century, competition law has become global. The two largest and most influential systems of competition regulation are United States antitrust law and European Union competition law. National and regional competition authorities across the world have formed international support and enforcement networks. Modern competition law has historically evolved on a national level to promote and maintain fair competition in markets principally within the territorial bou ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Bond Lease
In United States real estate, a bond lease, also called an absolute triple net lease, true triple net lease or even a hell-or-high-water lease is the most extreme form of the NNN lease, in which the tenant is responsible for every fathomable real estate risk related to the property and is responsible for every single property related expense, even in instances of a material casualty/condemnation. Casualties and acts of God The term bond or bondable is primarily used in higher structured lease forms which also include a requirement that the tenant completely backstop casualty and condemnation loss in addition to assuming all other payment and performance obligations generally associated with a standard triple net lease. At first glance a bond lease may appear identical to a triple net lease, as the tenant is usually responsible for paying all the property taxes, insurance, and maintenance under both lease structures; however in a bond lease the tenant is obligated to rebuild after ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
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