id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
70f9f43b-9592-4300-8107-bb2705cf99e4 | Clause:
The Participant acknowledges that the RSUs are subject to modification and termination in certain events as provided in this Agreement and Article 13 of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Adjustments |
e452e30f-f4ba-4315-ab2a-529c7fa9c833 | Clause:
The Borrower agrees to indemnify each Lender and the Administrative Agent for the full amount of Taxes and Other Taxes (including, without limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 2.17(c) ), whether or not correctly or legally asserted, p... | Label: Indemnifications |
f6363e0a-caf1-4aa7-8615-8b9206a932f2 | Clause:
When a reference is made in this Agreement to “Preamble,” “Articles,” “Sections” or “Annexes,” such reference shall be to a Preamble, Article or Section of, or Annex to, this Agreement unless otherwise indicated. The terms defined in the singular have a comparable meaning when used in the plural, and vice versa... | Label: Interpretations |
9e940fc7-6368-4330-bd4c-576e47fc4b04 | Clause:
(i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfe... | Label: Further Assurances |
f0b6acab-f9f8-4b77-a79c-902a06e22db0 | Clause:
This Agreement and any disputes hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, without application of its conflicts of laws principles, and the Federal Arbitration Act.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Governing Laws |
e1e2e29b-5482-4624-9410-88ecf90d76bd | Clause:
The waiver by any party of the breach of any covenant or provision in this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Waivers |
3375add6-e087-4c59-90b4-f5f3ff0c4938 | Clause:
The Secured Party shall have the right, to, in the name of the Grantor, or in the name of the Secured Party or otherwise, upon notice to, but without the requirement of assent by the Grantor, and the Grantor hereby constitutes and appoints the Secured Party (and any employees or agents designated by a Secured P... | Label: Authorizations |
40a0baa5-8e74-4315-b84b-76ede90094b3 | Clause:
The term of Wainwright’s exclusive engagement will begin on the date hereof and end 30 days after the date hereof (the “ Term ”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, indemnification and cont... | Label: Terms |
c941f092-6214-4d67-839b-4108624d83e4 | Clause:
To the maximum extent permitted by law, Landlord and Tenant hereby waive their respective rights to trial by jury of any cause of action, claim, counter-claim or cross-complaint in any action, proceeding or hearing brought by either Landlord against Tenant, or Tenant against Landlord on any matter whatsoever ar... | Label: Waiver Of Jury Trials |
c8154307-6a24-4da0-87c7-eb74f3d2ccd0 | Clause:
The section headings contained in this Assignment are for convenience only and shall not be considered in the interpretation or construction of the provisions of this Assignment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Headings |
27c5127c-86a8-4239-b1bd-405ed31ec581 | Clause:
The Improvement Allowance shall be disbursed by Landlord as provided in Paragraph 5(e) below.
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, Authorizatio... | Label: Payments |
b8157291-8dd8-4629-8bd5-1797a31a43de | Clause:
This Release shall be governed by and construed in accordance with the laws of the State of California.
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, Au... | Label: Governing Laws |
9516dba0-8b18-4bd7-b963-65a00aaa36e4 | Clause:
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to have a Material Adverse Effect. The present value of all accumulated benefit obligations of all underfun... | Label: Erisa |
758b6463-82a0-4227-99d5-1c8d3069e431 | Clause:
All rights under this Agreement are personal to the Director and are not transferable except that in the event of the Director's death, such rights are transferable to the Director's legal representatives, heirs or legatees. This Agreement will inure to the benefit of and be binding upon the Corporation and its... | Label: Successors |
9d03cc32-b6bb-4573-ba0d-27b1e88ae6df | Clause:
No representation or warranty by the Company contained in this Agreement, and no statement contained in any document, certificate or other instrument delivered or to be delivered by or on behalf of the Company pursuant to this Agreement or therein, contains or will contain any untrue statement of a material fac... | Label: Disclosures |
f0a0a3c5-a5f0-4262-90fc-bd291f0363ed | Clause:
Subject to the terms and conditions set forth herein, (i) each Issuing Bank agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.05 , from time to time on any Business day during the Revolving Availability Period and prior to the date that is thirty days prior to the Revolving Fac... | Label: General |
1d097e92-c2b4-439e-aac5-9130eb63f255 | Clause:
EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY T... | Label: Waiver Of Jury Trials |
399c25dd-8a01-4da3-9ff7-0e8455a8e2bb | Clause:
This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof, including the Confidentiality Agreement. Except a... | Label: Entire Agreements |
3715b4b0-8daf-4740-9c2a-4973c42d095f | Clause:
Any indemnification or other protection provided to any Indemnitee pursuant to any U.S. Loan Document (including pursuant to Section 2.16 , Section 2.17 , Article 10 , Section 11.3 , Section 11.4 or this Section 11.5 ) shall (A) survive the termination of the Commitments and the payment in full of other U.S. Se... | Label: Survival |
372d7526-eb16-4bcb-98e4-b0b31610dd59 | Clause:
The laws of North Carolina shall govern this Agreement. The Parties agree that, should any dispute arise out of, in connection with, or relating to this Agreement, that they shall cooperate in good faith to resolve any such disputes, and if unsuccessful, the Parties agree to binding arbitration under the proced... | Label: Applicable Laws |
3dbb96ae-b39e-40f0-b949-a905f5807366 | Clause:
Except as specifically provided otherwise in Sections 5 and 6, you will be 100% vested in the RSUs as of the end of the Restriction Period; provided, however, that in the event you incur a Separation from Service during the Restriction Period after attaining age 55 and completing at least ten years of service w... | Label: Vesting |
4c42e5f1-7ee9-4f1e-b73e-6a9b092ea775 | Clause:
No provisions of this Agreement or any Ancillary Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom enforcement of such waiver, amendment, su... | Label: Amendments |
87c1630b-214c-4741-a46f-c67f670b892e | Clause:
The Company is, and will be, duly organized, validly existing as a corporation and in good standing under the laws of its jurisdiction of organization. The Company is, and will be, duly qualified as a foreign corporation for transaction of business and in good standing under the laws of each other jurisdiction ... | Label: Organizations |
afe36c39-cb70-4ad3-99a0-0f1e78e02847 | Clause:
PSID and Executive shall take all other actions reasonably necessary for the Services to be performed on a timely basis and in a manner consistent with past care and practice unless otherwise specifically agreed in writing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Further Assurances |
90c3f5d0-addd-436b-9179-02d51297c3ce | Clause:
Each Borrower, voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself and all of its respective parents, subsidiaries, affiliates, members, managers, predecessors, successors, and assigns, and each of their respective current and former directors, ... | Label: Releases |
68806ca2-46ab-41a2-9bac-e1ee93832fb3 | Clause:
This Separation Agreement shall not become effective or enforceable until the eighth day after Employee signs this Separation Agreement. In other words, Employee may revoke Employee’s acceptance of this Separation Agreement within seven (7) days after the date Employee signs it. Employee’s revocation must be in... | Label: Effective Dates |
22b27262-e80a-447f-ad89-06442cc18f5f | Clause:
Regardless of the reason for any termination of this Agreement (other than terminations due to Mr. Wardinski’s death or Disability, which are covered by Sections 6(e)(i) and (ii) below, respectively), Mr. Wardinski shall be entitled to receive each of the following: (i) payment of any unpaid portion of his Bas... | Label: General |
7ecfdc6c-5484-4e71-99da-50cd287aeaf1 | Clause:
Without the consent of the Partnership, which consent shall require the prior approval of the Audit Committee, UGI may not transfer or assign its rights and obligation to make Capital Contributions under this Agreement, other than to one or more wholly-owned subsidiaries.
Task: Classify this clause into ONE of... | Label: Assignments |
1b06c443-70c4-4f8d-bcd1-e9eb277b489f | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and... | Label: Amendments |
5e6ef086-50f2-4895-b742-4b1037274ee4 | Clause:
Except as being Properly Contested, pay and discharge all taxes prior to the date on which they become delinquent or penalties attach.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Taxes |
0838978c-25b8-4e9c-8afe-53485415da05 | Clause:
Upon the Borrower obtaining knowledge thereof, the Borrower will give written notice to the Administrative Agent within ten (10) days of (i) the occurrence of a Default or Event of Default, specifying the nature and extent thereof and what action the Borrower proposes to take with respect thereto and (ii) the o... | Label: Notices |
6214f273-65fc-4ba7-a148-4c6cc6fec78b | Clause:
If any provision of this Second Revolving Refinancing Amendment is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Second Revolving Refinancing Amendment and the other Loan Documents shall not be affected or impaired thereby. The invali... | Label: Severability |
a4e7e9b4-783d-475b-8101-4f129f365264 | Clause:
The Executive shall, to the same extent as similarly situated employees of the Company, be entitled to indemnification for any and all losses, claims, actions, damages, liabilities, costs, charges and expenses incurred by the Executive by reason of, or arising out of, any pending, threatened or completed action... | Label: Indemnifications |
b93a673e-3c5b-4843-ace9-a059ef662e3c | Clause:
Neither the execution, delivery, and performance of this Agreement nor such Seller’s performance of and compliance with the terms and provisions contemplated hereby (i) will conflict with, violate, or result in a Breach of any of the terms, covenants, conditions, or provisions of any Legal Requirements in effec... | Label: No Defaults |
531c0307-862f-4936-aa6c-ac0eec3a771c | Clause:
Subject to Section 8.1 of the Plan, upon any distribution of Ordinary Shares in respect of the Share Units, the Company shall automatically reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then fair market value (with the “fair marke... | Label: Tax Withholdings |
31149c18-829b-42e6-a47a-d48175e9c1e4 | Clause:
No amendment, modification, or termination of any provision of this Agreement or any other Loan Document, or any consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Lenders and the Credit Party who is a party to this Agreement... | Label: Amendments |
b0c0e6da-4764-45b8-8403-5d359974f8d8 | Clause:
This Agreement and the Employment Agreement, taken together, constitute the complete understanding between the parties and supersedes all such prior agreements between the parties and may not be changed orally. Employee acknowledges that neither the Company nor any representative of the Company has made any re... | Label: Entire Agreements |
9f21b637-dbc8-4b1b-8f84-728b65a1a695 | Clause:
This Amended and Restated Revolving Credit Agreement, including the Schedules and Exhibits hereto, as amended by the First Amendment to Amended and Restated Revolving Credit Agreement dated as of November 4, 2015 and the Second Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Agreements |
b2490c7c-fe5d-445c-997e-b43024d6efca | Clause:
This Agreement shall be effective October 1, 2017.
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, Authorizations, Base Salary, Benefits, Binding Effects,... | Label: Effectiveness |
1c2b7191-019d-4004-ba8a-5c63b8605245 | Clause:
Comply, and cause each Intervening Entity to comply, in all material respects, with all applicable Legal Requirements, such compliance to include, without limitation, compliance with ERISA and the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970. Each Borrower sh... | Label: Compliance With Laws |
41fc464a-3eeb-4a94-93fc-b65b7a7ec5b9 | Clause:
This Agreement may be executed in any number of counterparts, all of which when taken together shall constitute the entire agreement of the Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: Counterparts |
a0d98326-1193-4b2f-9d94-39e88b2e8fba | Clause:
This Agreement shall be binding upon and inure to the benefit of Employee and the Company and their respective heirs, legal representatives, executors, administrators, and successors, subject only to limitations or restrictions as specifically set forth hereon.
Task: Classify this clause into ONE of these type... | Label: Binding Effects |
1d74cf4c-cc0a-4b96-a679-8f438f4f9c8c | Clause:
There is no litigation, arbitration, proceeding, inquiry or governmental investigation (including, without limitation, by the Federal Trade Commission) pending or, to the knowledge of any of their officers, threatened against any Loan Party that would reasonably be expected (a) to have a Material Adverse Effect... | Label: Litigations |
f43f81c7-578e-488d-8b8f-91d5ad01a9e1 | Clause:
This Agreement, the Notes and the other Loan Documents (unless otherwise expressly provided therein) shall be deemed a contract under, and shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to conflicts of laws principles (other than Sections 5-... | Label: Governing Laws |
87527f95-a893-4e1c-968d-a834b557c9dd | Clause:
All of the files, lists and records included in the Assets which are reasonably required by the Seller or the Seller Members for the preparation of Tax Returns for tax periods commencing prior to the Closing Date, the determination of the final Purchase Price or the resolution of any dispute between the parties... | Label: Cooperation |
e4b7f3d5-ff98-4f91-a473-eb059604c7ff | Clause:
This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. Signatures delivered by facsimile or electronic mail shall be deemed original signat... | Label: Counterparts |
b452d545-f470-407b-9930-b5533b944398 | Clause:
Each Seller and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or other power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to condu... | Label: Compliance With Laws |
a8dee918-92bb-49da-9fa8-38269d713e37 | Clause:
The Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal laws of the State of Maryland without regard to conflicts of laws thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Governing Laws |
1191478c-1343-4c99-8d5a-6de8ac4499fc | Clause:
The execution, delivery and performance of this Agreement by Seller does not, and the consummation of the transactions contemplated hereby by Seller will not, violate, conflict with or result in a breach of or constitute a default (with or without notice or lapse of time, or both) under: (a) any provision of th... | Label: No Conflicts |
88d86bec-aeeb-43a6-aae0-bd9eb9ce544e | Clause:
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, WHERE SUCH OTHER LOAN DOCUMENT EXPRESSLY SETS FORTH OTHERWISE) AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OT... | Label: Governing Laws |
9a5c6741-ad56-4e14-8fb4-aadd7fe76990 | Clause:
Payments of Severance Benefits to Participants shall be made in such amount as determined by the Committee under Article IV, from the Company’s general assets.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Payments |
c352dd08-01e8-4cbb-95a6-af89af58523d | Clause:
This Debenture shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Debenture shall be governed by, the laws of the State of California, without giving effect to provisions thereof regarding conflict of laws. Each par... | Label: Governing Laws |
1c342b22-7c67-4b70-863b-0c0a6acd3558 | Clause:
Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Task: Classify th... | Label: Survival |
c9569b34-3135-4449-9535-bb5ed3218540 | Clause:
The proceeds of any Term Loan made under this Agreement will be used by the Borrower for general corporate purposes. None of such proceeds will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of purchasing or carrying any Margin Stock. The Borrower shall use the proc... | Label: Use Of Proceeds |
b9929fea-0908-449f-b502-51c4419ae173 | Clause:
This instrument together with any exhibits and attachments hereto constitutes the entire agreement between Landlord and Tenant relative to the Premises and this Lease and such exhibits and attachments hereto may be modified, amended or revoked only by an instrument in writing signed by the party to be charged t... | Label: Entire Agreements |
593d6b12-9ac1-490e-a563-e1ee15ad16ee | Clause:
(a) Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceed... | Label: Jurisdictions |
770861c6-63ba-4759-9203-b33f14d097ea | Clause:
Except as permitted under Section 10.5, each party to this Agreement will hold, and will cause its respective Affiliates (other than, in the case of the Investor, any Brookfield Excluded Affiliates) and its and its Affiliates’ (other than, in the case of the Investor, any Brookfield Excluded Affiliate’s) respec... | Label: Confidentiality |
ec7a10ae-e3e3-4a20-b650-7c790e79a0f9 | Clause:
Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number... | Label: Notices |
b65284ba-3d0e-49c4-99a6-93b7a894c4c2 | Clause:
Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement other than National Mortgage Co. Borrower shall indemnify, defend and hold Lender harmless from and against any a... | Label: Brokers |
4c9139ce-e697-4c69-a645-5b705ebbf190 | Clause:
This Agreement shall take effect on the date first set forth above and shall terminate upon the earlier of (a) the termination of the Executive’s employment with the Company for any reason other than the occurrence of a Terminating Event, or (b) the date all amounts have been paid to the Executive upon a Termin... | Label: Terms |
749b8260-a254-40ba-baae-fa68e923de9e | Clause:
The Agreement, PRSUs and all related documentation and matters shall be construed in accordance with and governed by the laws of the State of California (without giving effect to principles of conflicts of laws thereof) and applicable Federal law.
Task: Classify this clause into ONE of these types (exactly one... | Label: Governing Laws |
7c62d7e6-e724-4906-ba53-f7b6d419b7c7 | Clause:
Executive agrees that all the Intellectual Property (as defined below) will be considered “works made for hire” as that term is defined in Section 101 of the Copyright Act (17 U.S.C. § 101) and that all right, title and interest in such Intellectual Property will be the sole and exclusive property of the Compan... | Label: Intellectual Property |
e1f0c64a-a22f-4c17-866f-1806cc6d1510 | Clause:
You will join us as Executive Vice President and President Columbia Gas Group, beginning May 3, 2016. You will report to Joseph Hamrock. Your work location will be in Columbus, Ohio.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Positions |
ac526fea-9933-443b-9edc-9f88e34d1253 | Clause:
This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware without reference to any choice-of-law or conflict of law principles that would result in the applicable of Laws of a different jurisdiction.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Governing Laws |
2c657255-fe55-4cdb-9a60-9a3ff7d4320e | Clause:
Each Credit Party and each of its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, " IP Rights ") that are reasonably necessary for the operation of the... | Label: Intellectual Property |
828aea6a-b3a3-4aa2-add4-096183023bb0 | Clause:
All payments to be made by the Borrowers 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 Borrowers hereunder shall be made to the Administrative Agent, for the account of th... | Label: General |
4b62beef-d879-40c5-b756-441896e0f944 | Clause:
Capitalized terms used herein and not defined herein shall have the meanings given such terms in the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Autho... | Label: Definitions |
2454bc54-73fa-4d56-9a2b-fcc83379418b | Clause:
Each Borrower will, and will cause each of its respective Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material and necessary to the conduct of its business; prov... | Label: Existence |
dc52231c-3782-4182-9459-ed9edbb5899d | Clause:
Any notice required to be given or delivered to the Company under the terms of these Additional Terms and Conditions shall be in writing and addressed to the Company at its principal corporate office. Except to the extent electronic notice is authorized hereunder, any notice required to be given or delivered to... | Label: Notices |
9ce6c74a-cdd9-4c77-8c36-12961bc21732 | Clause:
Directly or, to the Borrower’s knowledge, indirectly use the proceeds of any Credit Extension, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity that, at the ti... | Label: Sanctions |
9dcdad87-2900-4e3d-b4eb-786938f68257 | Clause:
All covenants, agreements, representations and warranties made by the Borrowers in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and sh... | Label: Survival |
c29f3b09-408f-482d-9443-b2cdc5f8a699 | Clause:
The Administrative Agent shall have received from each Guarantor party thereto a duly executed original (or, if elected by the Administrative Agent, an executed facsimile or PDF followed promptly by an executed original) signature page to the Third Amendment Guarantor Acknowledgment and Consent attached hereto ... | Label: Consents |
0aad81f5-e5e2-4302-9296-d1756b0a8247 | Clause:
The Term Loans shall bear interest at a rate equal to five percent (5.00%) per annum (the “ Interest Rate ”). Interest accrued shall be payable in arrears (through and including the Payment Date) on each Payment Date; provided that (i) interest payable on June 15, 2017 shall be the interest that accrued from th... | Label: Interests |
f5feccd1-da38-4e05-ada8-215c57aa0c8e | Clause:
Terms used in this Form of Terms that are defined in the Plan will have the meanings ascribed to them in the Plan. The Long Term Incentive Program Document (the “LTI Program Document”), an administrative document adopted by the Committee which is set forth at https:/mysource.southernco.com, contains additional ... | Label: Terms |
1ff25233-db90-4535-829c-aecdd1dc5049 | Clause:
Effective upon the Inventory Transfer Time, Seller shall assign, transfer and deliver unto the Buyer, its successors and assigns forever, all of the Seller’s right, title, and interest in and to all of the Crude and Product Inventory, free and clear of all liens, claims and encumbrances of any nature, to have a... | Label: Assignments |
79b01e42-3af0-4430-ba7e-7de4f51d71c8 | Clause:
EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING... | Label: Submission To Jurisdiction |
9399677f-9f9c-4a61-abb1-8ea151009650 | Clause:
The Company represents and warrants to the Mantle Ridge Group that (a) the Company has the corporate power and authority to execute and deliver this Letter Agreement and to bind it hereto, (b) this Letter Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid ... | Label: Powers |
e4cee79a-397b-41af-881d-396cc84751eb | Clause:
Upon or following Executive’s Date of Termination potentially entitling Executive to Salary Continuation and other benefits under Section 2 above, Executive will execute a binding general release and waiver of claims in a form substantially similar to the attached Appendix B. If the General Release and Waiver i... | Label: Waivers |
47ae9031-0186-47e0-a3bc-ce1d0f66606b | Clause:
During the Employment Period, the Company will pay to Executive a base salary at the rate of U.S. $385,000 per year (“Base Salary”), less normal withholdings, payable in approximately equal bi-weekly or other installments as are or become customary under the Company’s payroll practices for its employees from ti... | Label: Base Salary |
8dc242b4-146a-49df-b813-77f6cfcb447e | Clause:
This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which shall be an original, but all of which together shall constitute one instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Counterparts |
629aa970-f8f8-44ce-847c-ff501520cd34 | Clause:
For purposes of the 2017-3 Servicing Agreement, all demands, notices, directions, requests and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, or facsimile transmissi... | Label: Notices |
f1c3d842-27fa-4a3c-a93f-c3caafc15115 | Clause:
The terms set forth in the first sentence of Section 10.11 of the Credit Agreement are incorporated herein by reference, mutatis mutandis , and the parties hereto agree to such terms.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Warranties |
3bd0340f-97ca-4884-b4d6-7b72f9926160 | Clause:
No interest of Consultant under this Agreement, or any right to receive any payment hereunder, shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind, nor may such interest or payment right be taken, voluntarily or involuntar... | Label: Assignments |
a03029f8-b6b6-45c6-8876-a08a1c08315a | Clause:
Each Loan Party and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, service marks, trademarks and trade names, or rights thereto, necessary for the operation of their businesses, free and clear of all Liens (other than Permitted Liens) and, except (i) as s... | Label: Intellectual Property |
84419f57-b52f-4ecb-8229-21a4210e41ff | Clause:
Each of the Parent and the 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, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which th... | Label: Taxes |
9f10d239-dc04-4746-811c-98efa508194e | Clause:
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on th... | Label: Notices |
c42d3e87-94b4-46f1-a2ca-afc4e0e73058 | Clause:
This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall be considered one and the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Counterparts |
c0cc5c90-f11a-46b7-9caf-6e9fb6c3f55d | Clause:
In accordance with the tax laws, regulations, official pronouncements and practices of each tax jurisdiction, the Borrower and each of its Subsidiaries have filed or are in the process of filing all Federal, state and other tax returns and reports required to be filed, and have paid or will pay, before the same... | Label: Taxes |
ec947dd2-f1d1-4da9-bb24-2b52f3d20fbe | Clause:
There are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company or any of its Subsidiaries is a party or to which any of the properties of the Company or any of its Subsidiaries is subject other than (i) proceedings accurately described in all material... | Label: Litigations |
df8b7475-5039-4cfe-b3d6-b517a4e4d19b | Clause:
Unless the Committee otherwise consents (before or after the option grant) or unless the stock option agreement or grant provides otherwise; (i) no incentive stock options granted under the Plan may be sold, exchanged, transferred, pledged, assigned or otherwise alienated or hypothecated except by will or the l... | Label: General |
dc2eb3a8-3be6-461b-b512-f1d8fe46dee4 | Clause:
It is understood that this Release, and specifically Executive's rights and obligations hereunder, shall survive to the Executive's beneficiary on death.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Assignments |
3c86578b-812d-44fa-8d48-c4f3b612bfb5 | Clause:
Buyer is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignment... | Label: Existence |
6f4257dc-11e5-493a-8398-0bd005618853 | Clause:
Each Group Member owns, or is licensed to use, to its knowledge, all material Intellectual Property necessary for the conduct of its business as currently conducted. Except as set forth on Schedule 4.9, to each Group Member’s knowledge, no claim has been asserted and is pending against such Group Member by any ... | Label: Intellectual Property |
2d6843dd-c1b0-448a-875e-f7efa915c8eb | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHET... | Label: Waiver Of Jury Trials |
11f21729-e6a4-490c-8e5e-0c1d6264b61a | Clause:
The term of Executive’s employment under this Agreement shall be for the period commencing upon the Effective Date and, except to the extent it shall terminate earlier as provided herein, shall continue for six (6) months (the “ Initial Term ”) and thereafter shall extend automatically for two (2) consecutive p... | Label: Terms |
8abe0f0e-4355-4a88-a958-80e063c8f783 | Clause:
This Sublease shall be governed by and construed in accordance with the laws of the State of Washington, and shall not be interpreted for or against either party as a result of the drafting hereof. The captions appearing in this Sublease are not to be construed as interpretations of the text, but are inserted o... | Label: Construction |
8df7255b-06fc-4632-a501-a5b3d5dd51e8 | Clause:
The principal of this Note shall be due and payable in accordance with the schedule set forth on Appendix A , in the column entitled “Distributions to Selling Shareholders”. The entire outstanding principal balance of this Note shall be due and payable no later than twelve (12) months following the date of thi... | Label: Payments |
97b0ffbe-6061-4141-a79b-0bacff9d7e74 | Clause:
Employee agrees to work full-time in the position of Chief Operating Officer for Company, subject to the supervision and direction of the Company’s Chief Executive Officer, or at such times that there is no Chief Executive Officer, then the Board of Directors, at such locations as Company may direct. At the Boa... | Label: Duties |
792c95af-456b-4b53-8f3b-30cee576b2a3 | Clause:
The term of this Agreement will commence on the date first written above and, unless terminated earlier in accordance with other provisions of the Agreement, shall extend for a period of ten years from such date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Terms |
3de30750-e2dc-42d0-bd9d-57d2644fdbcf | Clause:
Unless otherwise removed in accordance with this Section 3.3 or in the case of a resignation, the members of the Board will hold office until their respective successors have been duly appointed. Subject to the terms of Section 3.2 and this Section 3.3 , each Manager may be removed (with or without cause) by a ... | Label: Terms |
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