id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
446e5a4b-da16-460b-b6eb-333d4ad010d7 | Clause:
This Incentive Acceleration Agreement will be governed by, and construed under and in accordance with, the internal laws of the State of Texas, without reference to rules relating to conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Governing Laws |
cd038b8a-3a34-4cf9-a1c3-68ddb091677c | Clause:
If any provision hereof is void or unenforceable in any jurisdiction, such voidness or unenforceability shall not affect the validity or enforceability of (i) such provision in any other jurisdiction or (ii) any other provision hereof in such or any other jurisdiction.
Task: Classify this clause into ONE of th... | Label: Severability |
c89240a3-9507-4534-a99a-de11bd07331b | Clause:
The Borrower hereby indemnifies each of the Lenders against any loss or expense (including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain a LIBOR Rate Loan or from fees payable to terminate the deposits from which such funds were obtained) which may arise or... | Label: Indemnity |
f5bf03e5-6c74-4b56-9431-978d0a9a972e | Clause:
Except as expressly stated herein, this Third Amendment does not alter any term or condition of the Agreement. This Third Amendment including its attachments, represents the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior discussions, communications, agreements,... | Label: Entire Agreements |
4f3ec012-9dd7-4ad5-a498-300ae929526a | Clause:
Neither the execution by the Administrative Agent or the Lenders of this Fifth Amendment, nor any other act or omission by the Administrative Agent or the Lenders or their officers in connection herewith, shall be deemed a waiver by the Administrative Agent or the Lenders of any Defaults or Events of Default wh... | Label: No Waivers |
b3719f4c-e137-4313-bd47-1fcc16179b5c | Clause:
Subject to the provisions of Section 1.5 below, the term of employment of Executive under this Agreement shall commence on the Effective Date and shall continue until terminated by either party (the "Employment Term"). Upon termination of this Agreement, this Agreement shall expire and have no further effect, e... | Label: Terms |
dc6d91b5-4265-479a-9ca4-fb575f7d5b0a | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordatio... | Label: Assignments |
3c4223f0-9aa5-45ba-abb4-deac11856b82 | Clause:
This Warrant Agreement and the Global Warrant Certificates constitute the entire agreement of the Company, the Warrant Agent and Global Warrant Holder with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the Company, the Warrant Agent and th... | Label: Entire Agreements |
39200383-1516-40d0-bfc2-9b4593177efe | Clause:
All payments made by the U.S. Borrower in its capacity as Guarantor pursuant to this Article XII shall be made in the respective Permitted Currency in which the U.S. Borrower Guaranteed Obligations are then due and payable. All payments made by the U.S. Borrower in its capacity as Guarantor pursuant to this Art... | Label: Payments |
e8deb903-7bec-4c6e-96c5-6d270e901dce | Clause:
(a) Schedule 3.08(a) sets forth as of the Closing Date the name and jurisdiction of incorporation, formation or organization of each subsidiary of Holdings and, as to each such subsidiary, the percentage of each class of Equity Interests owned by Holdings or by any such subsidiary.
Task: Classify this clause ... | Label: Subsidiaries |
df7afaf0-b097-43b8-a654-60c1076d05b9 | Clause:
This Agreement shall not be assignable or otherwise transferable by either party hereto, but any amounts owing to Executive upon the Executive’s death shall inure to the benefit of the Executive’s heirs, legatees, legal representatives, executor or administrator. Notwithstanding the foregoing, this Agreement a... | Label: Assignments |
6cef72e5-da26-4c3f-bf92-4b0c9f3bd89b | Clause:
GoldenTree represents and warrants to the Company that (a) GoldenTree is duly formed and validly existing under the laws of the State of Delaware; (b) GoldenTree is duly authorized to execute, deliver and perform this Agreement; (c) this Agreement has been duly executed and delivered by GoldenTree and is a vali... | Label: Representations |
12d0b670-6d2e-418e-a737-df6ca3272e01 | Clause:
There are no actions, suits, arbitrations, investigations or proceedings pending or, to its knowledge, threatened against such Seller Party or Servicer or any of its Subsidiaries or Affiliates or affecting any of the property thereof before any Governmental Authority, (i) as to which individually or in the aggr... | Label: Litigations |
e4e7210f-c66f-444d-89c1-7e2fd4e7253e | Clause:
Upon the occurrence of any event triggering the prepayment requirement under clauses (i) through and including (iii) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each ... | Label: Notices |
03997792-2d32-4263-8133-41582aa9d21c | Clause:
This Amendment may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Counterparts |
1e7ad602-a83d-4f80-990a-2b2e2275da01 | Clause:
Except as otherwise expressly provided herein, all payments by Borrower under the Loan Documents shall be made to the respective Lender to which such payments are owed, at such Lender’s office in immediately available funds on the date specified herein. Unless otherwise provided, interest is payable monthly on ... | Label: Payments |
5c99e734-adfc-4059-bdbb-5af165ff384f | Clause:
The Borrower will execute any and all further documents, agreements and instruments, and take all such further actions which may be required under any applicable law, or which the Administrative Agent or the Required Lenders may reasonably request, to effectuate the Transactions, all at the expense of the Borro... | Label: Further Assurances |
bc065a20-5c0a-4bbd-87fb-072ec5471827 | Clause:
The Borrower shall, and shall cause the other Loan Parties to, execute and deliver, or cause to be executed and delivered, to the Agent and/or any Lender such documents and agreements, and shall take or cause to be taken such actions, as the Agent may, from time to time, reasonably request to carry out the term... | Label: Further Assurances |
6e122fab-6336-41ea-83ef-da72f65c6ecf | Clause:
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Warrant will be... | Label: Remedies |
ce9a62df-cf25-4ada-ab60-7089bcae5b4d | Clause:
Executive is employed as Company’s President and shall have the duties and responsibilities assigned by Company’s Chief Executive Officer. Executive shall perform faithfully and diligently all duties assigned to Executive. Company reserves the right to modify Executive’s position and duties at any time in its s... | Label: Positions |
8ea15abb-2651-41d2-8130-e0236d19b128 | Clause:
The Company or its subsidiaries shall have the right to reduce any payment (or compensation) by the amount of any required tax withholding due in respect of such compensation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Withholdings |
28cb863d-58eb-4e32-a02b-5ad1d8aa43fa | Clause:
Except as otherwise provided in this Agreement or as otherwise provided by court order, if any Bank (a “benefitted Bank”) shall at any time receive any payment of all or part of its Committed Rate Loans or L/C Obligations, or interest thereon or commitment fee or letter of credit fee hereunder, or receive any c... | Label: Adjustments |
0352ffc5-45aa-4171-a0a2-9a8a9b7aad1a | Clause:
The parties agree that irreparable damage would occur and that the Company would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed by the Warrantholders in accordance with their specific terms or were otherwise breached. It is accordingly agreed tha... | Label: Specific Performance |
18684acc-338c-49f4-b610-a0ad0ef4af1b | Clause:
Prior to any disbursement under the Loan, Borrower shall have delivered to Lender, true and exact copies of the current financial statements of the Borrower, the Bank and all other Subsidiaries, for December 31, 2015 and audit report and opinion of the Borrower’s independent accounting firm, with respect there... | Label: Financial Statements |
cfb5950f-e58e-4273-80c8-be1dd554005c | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to California’s conflict of law principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Governing Laws |
56995b4c-12a3-4840-be9b-bf9a22d6fba1 | Clause:
The records of the Company with respect to Continuous Service; employment history; STI awards, estimates or guarantees; Base Pay; absences; employee benefits; and all other relevant matters shall be conclusive for all purposes of this Plan.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Records |
f0129d30-d867-4850-9f58-d6a0819a0ba1 | Clause:
All communications hereunder shall be in writing and effective only upon receipt and (i) if sent to the Purchaser, will be mailed, hand delivered, couriered or sent by fax transmission or electronic mail and confirmed to it at Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street, 5th Floor, New Y... | Label: Notices |
46f11e30-2ee0-4d2e-9f61-2be780e51d68 | Clause:
The term (the “ Term ”) of this Agreement shall commence on the date hereof and shall terminate with respect to the Stockholder upon the earliest of (i) the mutual agreement of Parent and such Stockholder, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms and (i... | Label: Terminations |
155abffb-2b14-42c7-aaf3-4f4ecae49b10 | Clause:
The Company is a company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and has all corporate powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.
Task: Classify this clause into ... | Label: Powers |
0c17e1b2-9fd3-44ca-aa70-3bf500c217eb | Clause:
This Guaranty and the Guarantor’s obligations hereunder will terminate automatically and immediately on the earlier to occur of (i) the date of the Initial Release with respect to the Initial Facilities and (ii) the date that is four years after the date of this Guaranty.
Task: Classify this clause into ONE of... | Label: Terminations |
1dadfbdd-08d9-4e62-8116-86afbf40a859 | Clause:
(d) The Mall Owner (A) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, (B) is duly qualified to do business and is in good standing under the laws of each jurisdiction in which failure to be so qualified and in good standing will have... | Label: Organizations |
27c06751-1df8-48bb-9314-3b6018a6f02a | Clause:
The execution, delivery and performance of the New Agreements and the BiCS LDA by it and its Affiliates do not and will not (a) breach, violate or conflict with any provision of its charter documents as amended to date, or (b) conflict with or violate any Law applicable to it. No consent, approval or authorizat... | Label: No Conflicts |
d7e9ab82-383c-4fc9-bbd0-0f4b71aee81e | Clause:
If you are a party to a severance or employment agreement with the Company, Disability shall have the meaning set forth therein. If you are not a party to a severance or employment agreement with the Company, termination of your employment for Disability shall result if, as a result of illness or injury you suf... | Label: Disability |
a642561b-821f-41cb-b45c-692777971100 | Clause:
The proceeds of the Borrowing were used solely (i) to effect the Specified Refinancing and (ii) for working capital and other general corporate purposes of the Borrower and its Restricted Subsidiaries.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Use Of Proceeds |
9a81ff9d-3786-4a24-ad77-bece42916fe0 | Clause:
The individuals signing this Lease on behalf of each party hereto represent and warrant that they have the requisite power and authority to bind such party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Authority |
8daeab68-b19a-49be-a973-285622fca29a | Clause:
Buyer shall have until 5:00 PM New York City Time on the Approval Date to notify Sellers that it approves the then current condition of the Properties and the Leases, along with the form of REIT Opinion last provided to Buyer by Sellers and has elected to proceed with Closing of the transaction contemplated her... | Label: Terminations |
336940d6-e331-493b-ac90-f855c454f4aa | Clause:
The Liens and security interests granted pursuant to Section (a)(i) hereof and the administrative priority granted pursuant to Section (b) hereof may be independently granted by the Credit Documents and by other Credit Documents hereafter entered into. This Agreement, the DIP Order, and such other Credit Docume... | Label: Remedies |
0c055bd8-b008-48c6-b586-b9bace460ab0 | Clause:
This Agreement shall be construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions, to the extent federal law does not supersede and preempt Texas law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Governing Laws |
6441a003-12d1-41b7-b2ad-f20be7e46f29 | Clause:
Promptly upon request by any Agent, or any Lender through the Administrative Agent, and subject to the limitations described in Section 6.7, (i) correct any material defect or error that may be discovered in any Loan Document or other document or instrument relating to any Collateral or in the execution, acknow... | Label: Further Assurances |
612a519f-92dc-422e-a998-975128c03378 | Clause:
The Executive shall be employed and serve as the Chief Executive Officer of the Company (together with such other position or positions consistent with the Executive’s title as the Board of Directors (the “ Board ”) shall specify from time to time) and shall report directly to the Board. The Executive shall hav... | Label: Positions |
8250ee61-dc8c-47bc-a14f-026f45c1b285 | Clause:
The Parent will, and will cause each of its Significant Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain self insurance reserves to the extent required by GAAP.
Task: Classify this ... | Label: Insurances |
ca5118ff-5fb3-43db-92ce-6aae37cbe9d1 | Clause:
ANY ACTION OR PROCEEDING AGAINST THE PARTIES RELATING IN ANY WAY TO THIS AGREEMENT MAY BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF DELAWARE OR (TO THE EXTENT SUBJECT MATTER JURISDICTION EXISTS THEREFORE) THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, AND THE PARTIES IRREVOCABLY SUBMIT T... | Label: Jurisdictions |
420d6278-0db2-4d3b-ae41-e9e26c05f0b8 | Clause:
The provisions of the Plan applicable to a Change in Control or other corporate transaction (as described in Sections 8 and 9 of the Plan) shall apply to the Option.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Change In Control |
eb4351c9-0cdd-43f8-afc8-3a07f4b350cb | Clause:
Except to the extent otherwise authorized by AFC, Adviser agrees to keep confidential all information coming into his possession in connection with the provision of Services that is not otherwise in the public domain and that belongs or relates to or emanates from the Company (“Confidential Information”). Nothi... | Label: Confidentiality |
bc2977a8-34b5-425d-a050-1cf35f71bcc9 | Clause:
This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. Subject to Section 10.4... | Label: Entire Agreements |
4a478254-7c88-4e34-9d28-1d0c79d0a499 | Clause:
This Settlement Agreement, including all exhibits hereto, constitutes the complete agreement and contains all of the promises and undertakings between the Parties with regard to the subject matter addressed herein. No Party relies on any statement or representation of any other Party executing this Settlement A... | Label: Entire Agreements |
e2435f89-546a-4099-be25-8a1570d7016f | Clause:
If any term, covenant, condition or provision of this Agreement is determined by a final judgment to be invalid or unenforceable, the remaining terms, covenants, conditions and provisions of this Agreement shall not be affected thereby; and each other term, covenant, condition and provision of this Agreement sh... | Label: Severability |
b677c1e4-1e61-4812-98a4-b25e8643fc25 | Clause:
Any cancellation charges required to be paid to Escrow Holder and the Title Company shall be borne equally by Buyer and Seller (unless one party is in breach or default hereunder in which case the defaulting party shall pay the cancellation charges), and all other charges shall be borne by the party incurring s... | Label: Expenses |
dda16824-498a-4c1e-8cb8-ddde0f8b3ea9 | Clause:
The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrowers, or the Required Lenders may remove the Administrative Agent upon five (5) Business Day’s prior written notice to each Lender and the Borrowers (and in the case of such removal, to the Administrative Agent).... | Label: Notices |
23d84a60-1f4b-457c-86d9-4c04c9da38a3 | Clause:
The Effective Time Holders grant to the Securityholders’ Agent full authority to execute, deliver, acknowledge, certify and file on behalf of such Effective Time Holders (in the name of any or all of the Effective Time Holders or otherwise) any and all documents that the Securityholders’ Agent may, in its sole ... | Label: Authority |
c96e12a3-3496-4354-864d-5c1ad7d6541d | Clause:
(a) The Company agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date ... | Label: Fees |
3ae2f027-062a-4e5d-b209-8e0d36708b35 | Clause:
The properties of the Borrower and each of its Subsidiaries are insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of the Borrower and eac... | Label: Insurances |
d64304ff-1d43-498b-96e2-bf7d57e959bf | Clause:
THIS COLLATERAL TRUST JOINDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Governing Laws |
65d2ddb0-f3e6-40d4-9bf4-0871a8416e7c | Clause:
Except for the security interest granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and Permitted Liens, such Pledgor owns and has rights and, as to Collateral acquired by it from time to time after the date hereof, will own and have rights in each item of Collater... | Label: Titles |
dde4fc0a-ccdd-432c-94ab-46145eb65e6a | Clause:
Consultant will be responsible for all costs and expenses Consultant incurs in performance of Consultant’s obligations set forth in this Agreement, unless specifically authorized in advance by the Company. Pre-approved expenses will be billed to the Company and the Company will reimburse such pre-approved out-o... | Label: Expenses |
7435ece4-1a84-4d55-af52-3cbe0896a4b5 | Clause:
All corporate action on the part of the Company and its shareholders, directors and officers necessary for the authorization, execution and delivery of, and performance under, this Agreement and the Securities has been taken.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Authorizations |
86f6b9d8-cef7-4afb-ba85-5efc5b39891f | Clause:
This First Amendment may be executed in two or more counterparts. Furthermore, the parties agree that (i) this First Amendment may be transmitted between them by electronic mail and (ii) electronic signatures shall have the effect of original signatures relative to this First Amendment.
Task: Classify this cla... | Label: Counterparts |
1b81e4b4-8732-4d5e-a8b7-5c94a2e5fa36 | Clause:
All fees set forth herein are inclusive of taxes. Developer shall be responsible for the payment of any and all sales, use, customs, excise, ad valorem, value added, withholding or other similar taxes, assessments, duties and charges of any kind imposed by any federal, state or local governmental entity on any ... | Label: Taxes |
75645df3-5379-47ab-861d-ca448c3025df | Clause:
Except as otherwise may be provided in paragraph 2 above or the foregoing provisions of this paragraph 4, no portion of this Full Value Award shall become vested after the Participant’s Termination Date except to the extent that it is vested immediately prior to the Participant’s Termination Date. Any portion ... | Label: Terminations |
17fc466b-cc80-4cb3-a84c-3883af56333f | Clause:
Effective as of the Effective Time, (a) all references in each of the Notes to the Company are deemed to be references to Heartland, (b) all references in the Note to the Securities Purchase Agreement, and any rights afforded by the Securities Purchase Agreement, are removed, and (b) Sections 10 to 14 of each o... | Label: Amendments |
a0c3c62c-07bf-4407-a01c-bb0827e3bce5 | Clause:
It is the intention of each of the parties hereto that (a) the Existing Credit Agreement be amended and restated in its entirety pursuant to this Agreement so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Existing Credit Agreement, (b) that ... | Label: Amendments |
aa3e4fb4-4900-47e7-806b-24a02444b065 | Clause:
A capitalization table illustrating the authorized and the outstanding capital stock of the Company as of the date of the Investor Package is attached as Schedule 2 hereto. All of such outstanding shares have been, or upon issuance will be, validly issued, fully paid and nonassessable. As of the date of the Inv... | Label: Capitalization |
4c0150d4-be5e-46e9-a79f-37e964899912 | Clause:
Delivery to Administrative Agent of the following: (i) the most recent quarterly unaudited financial statements of Borrower (on a consolidated basis for Borrower and the Borrower Subsidiaries and including pro forma financial statements) and each Member (other than Atlantic Member and GE Member) prepared in acc... | Label: Financial Statements |
ee3f4fef-f6b2-4fda-94c5-4668759064a2 | Clause:
Except as set forth on Schedule 4.15 , and except as would not reasonably be expected to have a Material Adverse Effect, (i) there is no Action pending or, to the Knowledge of the Company, threatened against the Company or any Company Subsidiary or, to the Knowledge of the Company, any of their respective direc... | Label: Litigations |
28abb826-7dd7-4e03-bf43-a5d1a9c60405 | Clause:
The Buyer and Sellers each shall be responsible for the payment of its own expenses and professional fees incurred in connection with the negotiation and consummation for the proposed transaction described herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Expenses |
ec4d8389-e0ea-4a62-8209-38ff1609d378 | Clause:
The obligations of Borrowers under Sections 3.6, 3.7, 3.8, 4.19(h), and 16.5 and the obligations of Lenders under Section 14.7, shall survive termination of this Agreement and the Other Documents and payment in full of the Obligations.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Survival |
dd88699b-da5e-48f3-a24b-e5e060a74d4d | Clause:
The Company shall reimburse Buyer for any and all expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith ("Documents"), including, without limitation, reasonable attorneys' an... | Label: Expenses |
08c252c8-de97-4597-9330-25110f779c8a | Clause:
The Subscriber acknowledges and agrees that the Company does not make nor has made any representations or warranties with respect to the Shares or the transactions contemplated hereby other than those specifically set forth in Section 4 hereof.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Disclosures |
f266a874-7429-4cf5-946e-41b5d1891953 | Clause:
The Parties agree that the public announcements by the Parties of the execution of this Agreement shall be substantially in the form of the press release or releases attached as Exhibit O and shall cooperate in the issuance thereof as soon as practicable after the execution of this Agreement unless otherwise ag... | Label: Publicity |
e96362b0-35be-4c5c-a5b4-f0b9a19d5173 | Clause:
(a) As of the Funding Date, the Borrower has no Subsidiaries other than those Subsidiaries listed on Schedule 3.13 . Schedule 3.13 correctly sets forth, as of the Funding Date, (i) the percentage ownership (direct or indirect) of the Borrower in each class of Equity Interests of its Subsidiaries and also identi... | Label: Subsidiaries |
0c3cb2b3-2ed3-4568-b476-cf8a4dbeb2a2 | Clause:
The execution and delivery of this Agreement and the other Related Documents to which it is a party, and the performance by it of the transactions contemplated by this Agreement and the other Related Documents to which it is a party and the fulfillment of the terms hereof and thereof by it will not conflict wit... | Label: No Conflicts |
2d53f31d-bd0b-4083-9091-5e83bbbb0cc1 | Clause:
At the reasonable request of Shareholder and without demanding further consideration from Shareholder, the Company agrees to execute and deliver to Shareholder such other documents and instruments, and do and perform such other acts and things, as may be reasonably necessary for effecting completely the consumm... | Label: Further Assurances |
66f1079d-65cb-4939-88c7-cd8d15bdf548 | Clause:
This First Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts (without giving effect to any choice or conflict of laws provision or rule that would cause the application of the laws of any other jurisdiction).
Task: Classify this clause into ONE of the... | Label: Governing Laws |
783b190d-cbf4-4ddb-b7a2-894db636afbf | Clause:
Set forth on Schedule 5.18 of the Rice Disclosure Letter is a true, correct and complete list of all material insurance policies held by Rice or any of its Subsidiaries as of the date of this Agreement (collectively, the “ Material Rice Insurance Policies ”). Each of the Material Rice Insurance Policies is in... | Label: Insurances |
913c1fc1-a49a-456d-af5e-5900f59a619e | Clause:
EXCEPT FOR THE SPECIAL WARRANTY OF TITLE CONTAINED IN THIS ASSIGNMENT AND THE EXPRESS REPRESENTATIONS AND WARRANTIES OF ASSIGNOR IN ARTICLE VI OF THE AGREEMENT, ASSIGNOR EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED AS TO (i) TITLE TO ANY OF THE ASSETS, (ii) THE ENVIRONMENTAL... | Label: Warranties |
fbb930c2-2af6-4cd7-833c-6a6b9df2abe1 | Clause:
The Administrator shall establish the effect (if any) of a termination of employment or service (as defined in the award agreement for purposes of the applicable award) on the rights and benefits under each award under this Plan and in so doing may make distinctions based upon, inter alia, the cause of terminat... | Label: General |
3abcf355-e2d1-4f5c-a8c6-7b7cd8bb2391 | Clause:
The Plan and this Award Agreement, and the rights of all persons under the Plan and this Award Agreement, shall be construed and administered in accordance with the laws of the State of Delaware without regard to its conflict of law principles.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Governing Laws |
8ceb0817-b619-424a-9658-ea3ae0fa240d | Clause:
This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached fr... | Label: Counterparts |
4b8aa05f-1b28-4e6d-9552-ebb33874d4eb | Clause:
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or by other e... | Label: Counterparts |
b7cbd58f-a009-4e50-b63a-01220db82d21 | Clause:
Executive acknowledges that his violation of any of the Restrictive Covenants will cause immediate, substantial and irreparable harm to the Company which cannot be adequately redressed by monetary damages alone. If Executive breaches or threatens to breach the Restrictive Covenants, in addition to the forfeitur... | Label: Enforcements |
8bea0414-0a9e-4c26-a4ed-5218113a9fb8 | Clause:
All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of the State of Alabama except to the extent preempted by the Code, ERISA or other federal statute.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Governing Laws |
75081c65-e398-489c-a9e5-0aee4e4dcc49 | Clause:
THIS AMENDMENT, INCLUDING THE FORMATION, BREACH, TERMINATION, VALIDITY, INTERPRETATION AND ENFORCEMENT THEREOF, AND ALL TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT, SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES OR R... | Label: Governing Laws |
fd914e65-4888-4cf4-af68-d548b1672b76 | Clause:
The Company will not permit anyone to exercise this Option if the issuance of shares at that time would violate any law or regulation, including without limitation all applicable state, federal and foreign laws and regulations and all applicable requirements of any stock exchange or automated quotation system o... | Label: Compliance With Laws |
9e0c8cc3-0968-4af8-99a9-e6b580e0eeea | Clause:
The provisions of Section 8 of the Junior Lien Intercreditor Agreement will apply with like effect to this Grantor Joinder Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Miscellaneous |
1dd528e1-2919-47af-a28f-56c01cc63eed | Clause:
This Agreement is intended by the parties hereto to be the final expression of their agreement with respect to the subject matter hereof and is the complete and exclusive statement of the terms thereof. This Agreement supersedes and terminates all prior agreements, arrangements and understandings between or amo... | Label: Entire Agreements |
2839a329-bc45-4af2-9629-bc147a5b9329 | Clause:
The parties hereto shall pay their own costs and expenses in connection herewith regardless of whether the transactions contemplated hereby are consummated; it being understood that each of the Company and each Investor has relied on the advice of its own respective counsel. In the event that legal proceedings... | Label: Expenses |
a8c06c5a-44b9-400f-9ad1-0808d2f808bc | Clause:
Each of Seller and Guarantor is solvent and will not be rendered insolvent by any Transaction and, after giving effect to such Transaction, will not be left with an unreasonably small amount of capital with which to engage in its business. Neither Seller nor Guarantor intend to incur, nor believe that they have... | Label: Solvency |
966d6777-1216-4264-9f6f-4cd1e9fe867c | Clause:
The Executive agrees that at no time during or after the termination of the Executive's employment shall the Executive make, or cause or assist any other person to make, any statement or other communication to any third party which impugns or attacks, or is otherwise critical of, the reputation, business or cha... | Label: Non-Disparagement |
9c06e657-c373-418d-bab2-4a83ff6f88d7 | Clause:
The Managing Member may cause the Company to distribute at least quarterly all, or such portion as the Managing Member may in its sole and absolute discretion determine, of the Available Cash of the Company with respect to such quarter or shorter period to the Members in accordance with the terms established fo... | Label: General |
3436c8b3-7b40-4839-91c1-1b5703d838c5 | Clause:
Waiver by one party hereto or breach of any provision of this Agreement by the other will not operate or be construed as a continuing waiver.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Waivers |
f3b09d1b-c47f-4117-b9ca-4084a8604bc8 | Clause:
The Borrower agrees that any judicial proceeding brought against it with respect to any Loan Document Related Claim may be brought in any court of competent jurisdiction in the City of New York and irrevocably waives any objection it may now or hereafter have as to the venue of any such proceeding brought in su... | Label: Waiver Of Jury Trials |
1ddacb38-81c1-4d6c-9567-a863a141ec21 | Clause:
Each of the Parties has the full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. No consent of any third party is required in order for each party to execute, deliver and perform this Agreement, which has not been obtained other than the... | Label: Authority |
336ed688-c50f-48d9-a682-84671f202754 | Clause:
This Agreement will be construed and enforced in accordance with the laws of [________________].
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authoriza... | Label: Governing Laws |
6b2e9c1d-dc8c-4037-9273-16cf9ab993a0 | Clause:
The execution, delivery and performance of this Agreement by the Company, the issuance and sale of the Shares and the consummation by the Company of the other transactions contemplated herein do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or artic... | Label: No Conflicts |
a9a7e24f-8378-4948-9fb6-1a75941a2a83 | Clause:
In the event of any merger, reorganization, consolidation, recapitalization, extraordinary cash dividend, stock dividend, stock split or other change in corporate structure affecting the Stock, the number of Market Stock Units subject to this Agreement, as well as the performance criteria set forth on Exhibit A... | Label: Adjustments |
ba5594b1-6cce-443a-86cf-05dcaddb72b2 | Clause:
The Company may require Grantee to pay to the Company an amount the Company deems necessary to satisfy its current or future obligation to withhold federal, state or local income or other taxes that Grantee incurs as a result of the award, vesting or settlement of the RSUs. Grantee may satisfy this withholding ... | Label: Taxes |
4f917b26-366b-4471-80c2-eea7703db4a0 | Clause:
The Restricted Stock Units are subject to both a performance-based vesting condition and a time-based vesting condition, both of which must be satisfied, together with the additional vesting conditions in Subsection (a)(iii) below, before the Restricted Stock Units will be considered to be vested on a Vesting D... | Label: Vesting |
1ed5e37e-f747-4836-b786-5b29d7dd28b8 | Clause:
All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the ... | Label: General |
00470ac3-a7c1-46ce-b747-c9ce2cedf0bb | Clause:
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission or by ... | Label: Counterparts |
a733040a-a74a-4e60-85e4-3c6aba260620 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same document.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Counterparts |
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