id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
30eade16-c3d5-4f2c-881e-e4179d3154f4 | Clause:
This Amendment (a) constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter; (b) may be amended... | Label: Miscellaneous |
92daaef5-609f-4f36-bce5-097a20adaf43 | Clause:
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, ANY LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE LENDER OR THE BORROWER IN CONNECTION HEREWITH OR THEREWITH SHALL BE BROUGHT AND MAINTAINED IN THE COURTS OF THE BOR... | Label: Consent To Jurisdiction |
a3ba6c95-d70f-47cf-b81e-dcc99509713a | Clause:
This Agreement and any outstanding agreements referenced herein (including, for the avoidance of doubt, the Prior Severance Agreement) represent the entire agreement and understanding between the parties as to the subject matter herein regarding severance and acceleration benefits and supersede all prior or co... | Label: Integration |
bf7cd218-b1b3-4389-8da8-7f3c51dd662d | Clause:
In the event of the death of the Executive during the Employment Term, the Employment Term hereunder shall terminate on the date of death of the Executive; provided, however, that the Company shall (i) pay to the estate of the deceased Executive any unpaid Salary through the Executive’s date of death; (ii) pay ... | Label: Death |
27ac00d0-baca-46e7-882a-187b146b8cdc | Clause:
The Company shall use the net proceeds from the sale of the Securities hereunder as described in the Prospectus Supplement and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and pri... | Label: Use Of Proceeds |
e183e7cb-1c80-4544-87e8-ff5dbd69d608 | Clause:
The “ Effective Date ” of this Agreement and the Conversion shall be 8:00 a.m. Eastern Standard Time on August 22, 2017.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assig... | Label: Effective Dates |
c18da5ae-e8db-476c-a927-3520c4ad555d | Clause:
In the event that any one or more of the provisions of this Plan shall be or become invalid, illegal or unenforceable in any respect or to any degree, the validity, legality and enforceability of the remaining provisions of this Plan shall not be affected thereby. The parties intend to give the terms of this Pl... | Label: Severability |
cfba21c4-375b-4836-bbf4-0be2dec3c55a | Clause:
Termination of this Agreement shall not affect any of the Parties’ respective rights accrued or obligations owed before termination, including any rights or obligations of the Parties in respect of any accepted Purchase Orders existing at the time of termination. In addition, the following shall survive termina... | Label: Survival |
84856970-d4d3-4619-862f-9a428be28f76 | Clause:
Subject to the terms hereof, Executive’s employment hereunder shall commence on November 3, 2017 (the “Commencement Date”) and shall continue until terminated hereunder by either party (such term of employment referred to herein as the “Term”).
Task: Classify this clause into ONE of these types (exactly one la... | Label: Terms |
f65d7bff-1f04-47ed-9e65-37ef7e1179e9 | Clause:
The Participant shall become 100% vested in the Stock Units granted hereunder upon the date (the “vesting date”) that is the earliest to occur of (a) the date of Northern’s 20[__] Annual Meeting of Stockholders (the “regular vesting date”), (b) the date of the Participant’s death, or (c) the date of a Change in... | Label: Vesting |
b4fb2b7c-6c76-4d96-9693-d2892f5fdedd | Clause:
Each Party, at its own expense, shall maintain product liability and other appropriate insurance in an amount consistent with sound business practice, customary in the pharmaceutical industry generally for parties similarly situated and reasonable in light of the Party’s obligations under this Supply Agreement.... | Label: Insurances |
12d4b54e-d3f8-46f1-b230-a2c25b146aaa | Clause:
The Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on accoun... | Label: Tax Withholdings |
21a93406-0122-424e-9249-ffc0ee1600f6 | Clause:
This Agreement, together with the relevant Notice and the Plan, contain the entire agreement between the parties with respect to the PSUs granted hereunder. Any oral or written agreements, representations, warranties, written inducements, or other communications made prior to the execution of this Agreement wit... | Label: Entire Agreements |
24bb4bae-0d60-4aa3-ac5d-22a44358fa4c | Clause:
The Company shall, to the maximum extent permitted by applicable law, indemnify the Executive and hold her harmless against liabilities, expenses, judgments, fines, settlements, awards, costs (including attorneys' fees) and other amounts actually and reasonably incurred by the Executive in connection with any t... | Label: Indemnifications |
5842a028-fca6-47a3-9ed5-2e7a32cda44c | Clause:
This PLA and all amendments, modifications, alterations, or supplements hereto, and the rights of the Parties hereunder, shall be construed under and governed by the laws of the State of Delaware.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Governing Laws |
daeb9f9b-7b07-476b-8905-193bfda86393 | Clause:
This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal representatives, executors, administrators, heirs, distributees, devisees and legatees. In the event of the Executive’s death after the Executive’s termination of employment but prior to the completion by the Company of ... | Label: Successors |
d0aae757-18d7-44a3-8c21-1533a76a940b | Clause:
Except as specifically set forth below, this Agreement, together with the amendment to the RSU Agreements, contains the entire agreement and understanding between the parties hereto and supersedes any prior or contemporaneous written or oral agreements, representations and warranties between them respecting the... | Label: Entire Agreements |
442c3708-26eb-4c47-876e-73cc573086ea | Clause:
The Company shall pay interest (calculated on the basis of a 360-day year of twelve 30-day months) on such principal amount or the portion thereof from time to time outstanding hereunder at a rate of “Prime Rate”, as published in the Wall Street Journal on the last day of each month plus 1%; but in no event sha... | Label: Interests |
1b8ddf9c-b827-4c87-9d24-f72be8c88b30 | Clause:
This Amendment Number Seventeen may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Counterparts |
26be4110-de09-4f22-9292-12fbd8a663b1 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all... | Label: Governing Laws |
d9986f56-456f-448f-936d-3f82a311a6cb | Clause:
The provisions of the Plan shall be administered and enforced according to applicable Federal law and, only to the extent not preempted by Federal law, to the laws of the State of Ohio. The Company may at any time initiate any legal action or proceedings for the determination of any question of construction whi... | Label: Applicable Laws |
d5ce22e4-72d5-43a6-9feb-967c349439e8 | Clause:
As of the date hereof, the authorized capital stock of the Company consists of: (i) 500,000,000 shares of Common Stock, of which approximately 24,666,182 shares are issued and outstanding; and (ii) 10,000,000 shares of blank check preferred stock, of which -0- are issued and outstanding. Except as disclosed in ... | Label: Capitalization |
94dd0e3c-af9d-4b6c-b833-fcc55e1b74b4 | Clause:
To the extent provided in the Company’s Code of Regulations and Certificate of Incorporation, and subject to the limitations on indemnification provided under the Dodd-Frank Wall Street Reform and Consumer Protection Act and regulations thereto (the “Dodd-Frank Act”), the Company shall indemnify Executive for l... | Label: Indemnifications |
ae4dd49a-f561-4c78-83df-1afa98dab632 | Clause:
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, ... | Label: Notices |
88db784d-ba79-42a6-8e05-100f7aba29d9 | Clause:
Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and if sent by registered or certified mail to the Executive at the last address he has filed in writing with the Company.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Notices |
dec87927-587f-47f9-859a-8a833212e28f | Clause:
The term of employment under this Agreement shall begin on September 5, 2017 (the “ Effective Date ”) and shall expire on September 1, 2020, unless terminated sooner as provided in this Agreement or unless extended as provided in the next sentence (the “ Employment Period ”). Unless this Agreement is terminated... | Label: Terms |
9cc2155a-979b-4928-9f48-a47dbce5ed0d | Clause:
(a) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) any Excluded Collateral (as defined in the Guarantee and Collateral Agreement)) as to... | Label: Further Assurances |
e0bb4323-9a8c-406b-807c-21f08ff5d97a | Clause:
This Agreement may not be amended, supplemented or otherwise modified except by an instrument in writing signed by all of the parties hereto. This Agreement and the Other Agreements contain the entire agreement of the parties hereto with respect to the transactions covered hereby, superseding all negotiations, ... | Label: Entire Agreements |
4bd60dac-8bcb-412f-bb57-3d1c78d5d66b | Clause:
Should any provision of this Agreement be found by a court of competent jurisdiction to be illegal or unenforceable, such provision shall be severed from this Agreement and the other provisions shall continue in full force and effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Severability |
8e7cb8d2-a141-4587-bb13-a821ae2b335a | Clause:
No party hereto shall make any public announcements or otherwise communicate with any news media with respect to this Agreement or any of the transactions contemplated hereby, without prior notice and, if practicable, consultation with the other parties as to the timing and contents of any such announcement or ... | Label: Publicity |
2fa88664-2cbc-4d2e-acb6-014e90d05ebd | Clause:
In consideration of Executive’s full and faithful satisfaction of Executive’s duties under this Agreement, the Company agrees to pay to Executive a salary in the amount of two hundred thousand dollars ($200,000) per annum (the “Base Salary”), payable in accordance with the current regular payroll practices of t... | Label: Base Salary |
24dd6415-bbb1-4879-bcfb-32cc3f0556a5 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person), a Defaulting Lend... | Label: Participations |
63c6b86c-128c-4fa4-9fac-a63d65b2481e | Clause:
Beginning on August 1, 2017, and continuing on each Monthly Payment Date thereafter until the Maturity Date, the Borrower shall pay to the Lender monthly payments of accrued interest on the outstanding principal balance of the Term Loan. Beginning on June 30, 2018, and continuing on each Bi-Annual Payment Date ... | Label: Payments |
258c1150-30eb-4c19-909c-13ae39a69739 | Clause:
Employee shall be entitled to five weeks paid vacation during each calendar year commencing during the Term. Employee shall also be entitled to all paid holidays and other perquisites and fringe benefits that are enjoyed by similarly situated personnel, provided that Employee shall not be entitled to participat... | Label: Vacations |
0d46beb0-168b-4d07-9891-d87ce432645c | Clause:
The consummation of the transaction contemplated hereby (the “ Closing ”) will take place by the reciprocal delivery of closing documents by electronic mail, regular mail, fax or any other means mutually agreed upon by the parties on a date that is no later than two Business Days immediately following the day o... | Label: Closings |
60f6d7bd-8cdf-4913-b496-ecd1c2ea14cc | Clause:
Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the General Counsel of the Company at the Company’s principal office, and any notice to be given to Holder shall be addressed to Holder at Holder’s last address reflected on the Company’s records... | Label: Notices |
14262033-35f9-4873-9056-24ae71f23e44 | Clause:
This Agreement and the terms and conditions set forth herein, shall be governed by and construed solely and exclusively in accordance with the internal laws of the State of Delaware without regard to the conflicts of laws principles thereof.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Governing Laws |
06424301-55da-4d58-ac06-577f42df7763 | Clause:
The Borrower and each of its Subsidiaries keeps its property adequately insured in accordance with Section 7.1.4 and maintains (a) insurance to such extent and against such risks, including fire, as is customary with companies of similar size and in the same or similar businesses, (b) workmen’s compensation ins... | Label: Insurances |
ace1e082-e2e7-47a6-9c7d-eb0ffa8ec090 | Clause:
This Agreement, including the exhibits hereto, taken together with any other documents delivered in connection with this Agreement, constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and the... | Label: Entire Agreements |
09341deb-5575-456e-9524-c3e7024b27a3 | Clause:
Your starting salary will be $1,250,000 per year. Under the Kellogg Company Executive Compensation Deferral Plan, all base salary in excess of $950,000 per year will be subject to mandatory deferral in stock units.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Base Salary |
a4b9833c-6ece-4ca0-8974-863b120b62ae | Clause:
This Amendment has been entered into without force or duress, of the free will of Borrower, and the decision of Borrower to enter into this Amendment is a fully informed decision and Borrower is aware of all legal and other ramifications of each decision. It has read and understands this Amendment, has consulte... | Label: Agreements |
a7fc2d8e-cff9-4878-b452-ab02501f1eaa | Clause:
The Executive agrees not to make any public disparaging, negative, or defamatory comments about the Company including the Company’s business, its directors, officers, employees, parents, subsidiaries, partners, affiliates, operating divisions, representatives or agents, or any of them, whether written, oral, or... | Label: Non-Disparagement |
4c41c6d1-d5a4-4f74-82fd-380f2d31ff75 | Clause:
As of the Effective Date, all written reports, certificates or other written information (other than estimates and information of a general economic nature) concerning the Borrower and its Subsidiaries and any transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives an... | Label: Disclosures |
ca156efb-421e-4d94-a0a4-7da3f23fd90e | Clause:
There are no Actions pending or, to Buyer’s knowledge, overtly threatened against Buyer, at Law or in equity, or before or by any Governmental Body, which seek to prevent, materially delay, make illegal or otherwise materially interfere with the ability of Buyer to consummate the Transactions. Buyer is not subj... | Label: Litigations |
0d9898ab-7aea-4c7f-a93e-0d45208c4c3c | Clause:
Each member of the Consolidated Group has good record and marketable title in fee simple to, or valid leasehold interests in, all Properties necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have ... | Label: Liens |
a80232f2-9ad0-4c7b-bb4b-03f00d25c007 | Clause:
Each Borrower (a) will pay and discharge, and cause each Subsidiary to pay and discharge, on a timely basis as and when due, all of their respective obligations and liabilities, except for such obligations and/or liabilities (i) that may be the subject of a Permitted Contest, and (ii) the nonpayment or nondisch... | Label: Payments |
01d94c3d-fa17-45b7-ba43-788685d3ea5d | Clause:
If the Employee’s employment is terminated by reason of Employee’s death during the Term, then this Agreement will terminate without further obligations to Employee, other than for payment to Employee’s estate or beneficiaries of (i) Employee’s accrued but unpaid Base Salary up to and including the Date of Term... | Label: Death |
af49f40e-3db3-48e0-9e53-9cd66bba2f3d | Clause:
The Company and/or any Subsidiary or Affiliate are authorized to withhold from any Award granted or payment due under the Plan the amount of all Federal, state, local and non-United States taxes due in respect of such Award or payment and take any such other action as may be necessary or appropriate, as determi... | Label: Tax Withholdings |
fda60800-bc8a-4d98-b439-e08a0a7e6488 | Clause:
Borrowers (a) will deliver to Agent, with copies to each Lender, each of the financial statements, reports, and other items set forth on Schedule 5.1 to this Agreement no later than the times specified therein, (b) agree that no Restricted Subsidiary of a Loan Party will have a fiscal year different from that o... | Label: Financial Statements |
31ea1fd8-dac4-471a-83be-4b7b0b32f416 | Clause:
All Taxes that Seller is or was required by Legal Requirements to withhold, deduct, or collect have been duly withheld, deducted, and collected and, to the extent required, have been paid to the proper Governmental Body or other Person.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Withholdings |
9439c732-0bba-4232-8f62-52d790d6b030 | Clause:
Executive agrees that at all times following the Date of Termination, Executive shall not, without the prior written consent of the Company, disclose to any person, firm or corporation any confidential information of the Company or its subsidiaries that is now known to Executive or that hereafter may become kno... | Label: Confidentiality |
8b2d7d14-39e2-44ab-b4f6-506c39ada34c | Clause:
This Guaranty Agreement embodies the final, entire agreement of each Guarantor, agent and the other Guaranteed Parties with respect to each Guarantor’s guaranty of the Guaranteed Indebtedness and supersedes any and all prior commitments, agreements, representations, and understandings, whether written or oral, ... | Label: Entire Agreements |
840c0b0d-773f-4e74-a23e-ec19089d17cc | Clause:
The Borrower shall have paid (A) all fees required to be paid by it on the Closing Date described in the Fee Letter, (B) all fees payable to the Lenders on the Closing Date agreed to by the Borrower on or prior to the Closing Date, and (C) all reasonable fees and expenses of the Administrative Agent and of spec... | Label: Fees |
bd7c7735-b795-4275-8e2b-9e6f2d88ba15 | Clause:
(a) Each Grantor agrees to pay or reimburse the Collateral Trustee for all its costs and expenses incurred in collecting against such Grantor or enforcing or preserving any rights under this Agreement and the Secured Debt Documents to which such Grantor is a party, including the fees and disbursements of couns... | Label: Indemnifications |
eb2430b2-6bbb-422b-96e4-c2620240b9a3 | Clause:
You acknowledge and agree with the Company that you shall not at any time, except in the performance of your obligations to the Company or with the prior written consent of the Company, directly or indirectly, reveal to any person, entity or other organization (other than the Company, its parent companies and s... | Label: Confidentiality |
2dfe6ee0-f1df-4b76-a24e-c43306cc2dfc | Clause:
All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of t... | Label: Survival |
d871c071-0d9f-49cd-8bbd-f96731c31ca9 | Clause:
This Supplemental Indenture No. 15 shall be governed by and construed in accordance with the laws of the State of Georgia.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Ass... | Label: Governing Laws |
f9b55f9e-011b-4f1f-a3f4-f879b9bb4a44 | Clause:
Each party hereby agrees that it will hold, and shall use its reasonable best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence all records and information prepared and shared by and among the parties in carrying out the intent of ... | Label: Confidentiality |
a8626386-474b-4719-bed5-2c65301d5c3b | Clause:
Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, the closing (“ Closing ”) of the sale and purchase of the Assets contemplated hereby shall take place at the offices of Vinson & Elkins, LLP, 1001 Fannin Street, Suite 2500, Houston, TX 77002-6760, at 10:00 am, local t... | Label: Closings |
46d292e7-ef88-4788-a2d0-8de91f90563b | Clause:
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents of the Company or of any subsidiary (“ D&O Insurance ”), Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximu... | Label: Insurances |
8380ab7d-4da1-4e1a-bdb6-580b9d5eff1e | Clause:
Amended and Restated Credit Agreement, dated as of April August 9, 2014 2017 (as amended, restated, modified, supplemented and/or extended from time to time, the “ Agreement ”), among TransUnion Intermediate Holdings, Inc. (f/k/a TransUnion Corp.), a Delaware corporation, Trans Union LLC, a Delaware limited lia... | Label: Agreements |
d98ccd2a-9942-4dc6-87a6-5057155d1d32 | Clause:
Immediately prior to, and immediately following the Closing Date, after giving effect to the incurrence of all Indebtedness and all other obligations being incurred by the Company pursuant hereto and the other Documents including, but not limited to, all Liabilities and pursuant to the other Documents and the u... | Label: Solvency |
b35165d2-b701-4c27-93e2-d08ceda389a2 | Clause:
Any notices, consents, demands, requests, approvals and other communications to be given under this Agreement by either party to the other shall be deemed to have been duly given if given in writing and personally delivered or sent by registered or certified mail or by a nationally recognized “next-day delivery... | Label: Notices |
2de40011-fee9-4e1c-adbc-d24702451906 | Clause:
Fractional shares of Stock resulting from any adjustment in Awards pursuant to this Section 10(b) may be settled in cash or otherwise as the Board determines. The Company will give notice of any adjustment to each Participant who holds an Award that has been adjusted and the adjustment (whether or not such noti... | Label: Notices |
d4b1315a-ae4f-4a1a-9291-1655569f03e0 | Clause:
This Amendment shall become effective as of the date first above written (the “ Amendment Effective Date ”) when (a) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of each of the Borrowers, the Required Lenders and each Issuing Bank and... | Label: Effectiveness |
2618b2d6-5085-445a-965c-3185440f2ec5 | Clause:
No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Company, threatened by or against any Group Member or against any of its respective properties or revenues (a) with respect to any of the Loan Documents or any of the transacti... | Label: Litigations |
050fd649-4185-4d16-863b-126e0fc586fd | Clause:
The Credit Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation of such Credit Party enforceable in accordance with its terms, subject to applicable Debtor Relief Laws or other laws affecting creditors’ rights generally and subject to general principles of equity, regardl... | Label: Enforceability |
8ba35904-f4ac-4015-8c5e-4e208e10ff21 | Clause:
Any assignment to any Eligible Assignee(s) pursuant to Section 1.2(c), 12.1(b) or 12.1(c) shall be upon such terms and conditions as the assigning Lender and the applicable Co-Agent, on the one hand, and the Eligible Assignee, on the other, may mutually agree, and any assignment pursuant to Section 12.1(c) shal... | Label: Terms |
3099d441-c35d-4e75-ab26-38c85dca8035 | Clause:
On the terms and subject to the conditions of this Agreement, immediately upon the execution of this Agreement, the Cancellation Transaction shall be deemed to be consummated. Each party hereto acknowledges receipt of the consideration set for in the Recitals above as to be received by such party. Upon the exec... | Label: Assignments |
d931d317-91a9-4127-acb5-64fc67d4a51f | Clause:
The Company shall pay Manager an annual base salary of $279,082.70 per fiscal year, payable in accordance with the Company’s customary payroll practices for management employees. The Chief Executive Officer or his designee may review and adjust Manager's base salary from year to year; provided, however, that d... | Label: Base Salary |
3d0c6789-b2a0-4eda-880f-0fa8f0d173fe | Clause:
At the Closing Date and after giving effect to the consummation of the transactions contemplated by this Agreement, each of the Parent and the Company will (i) have capital, cash flows and sources of working capital financing sufficient to carry on its business and transactions and all business and transactions... | Label: Solvency |
36a39018-ff09-4cb0-8af2-25b4ce1fbee2 | Clause:
Executive acknowledges and agrees that within thirty (30) days following the Separation Date, Executive will submit all expense reports (if any) with appropriate documentation, in accordance with UEI policies and procedures, and that when paid, Executive will have received full payment therefore and that there ... | Label: Expenses |
2e69d4e1-0c9b-495d-bc81-41387e7eec7f | Clause:
No failure or delay by the Administrative Agent or any holders of Guaranteed Obligations in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, pow... | Label: No Waivers |
855a817c-8c2d-46e2-b7b3-1e3613264a5a | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Agent, sell participations to any Person (other than a natural Person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person or the Borrower or any of the Borr... | Label: Participations |
ca29935d-3c94-44cd-a48f-3b5d45cd3db5 | Clause:
The Plan and each Award Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan or an Award Agreement to the substantive law of another jurisdiction.
Task: Classify this cl... | Label: Governing Laws |
34a8d287-308e-4b4d-9839-54a85d90df30 | Clause:
The submission of this Sublease to Subtenant for examination or execution does not constitute a reservation of or option on the Subleased Premises or an offer of Sublandlord to sublease the Subleased Premises. This Sublease shall become effective as a Sublease, and Sublandlord shall become obligated hereunder,... | Label: Counterparts |
bf8eb691-f1f3-4173-b0ed-ac3989b27764 | Clause:
The Company and its Subsidiaries may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Withholdings |
d3210372-d9dc-43d4-9880-a7cba0794b0a | Clause:
The date, amount, interest rate, Class, Type and duration of Interest Periods (if applicable) of each Loan made by each Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and such entries shall be binding on the Borrower absent manife... | Label: Records |
1b59b391-4709-4a14-b85a-d92ae35774e6 | Clause:
You cannot exercise the Option and acquire Stock until your right to exercise has vested. This Option vests in four equal installments ( i.e ., 25% each) on each of the first four anniversaries of the Date of Grant. Notwithstanding the foregoing, (a) in no event can this Option be exercised in whole or in par... | Label: Vesting |
850d8e38-6896-4803-aa04-6f0ac74111aa | Clause:
Each party’s obligations under this Section 2.9 shall survive any assignment of rights by, or the replacement of a Co-Lender and the repayment, satisfaction or discharge of all Obligations under any Loan Document.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Survival |
47ee7541-9e1a-409f-9187-a03662a5ca3f | Clause:
This Agreement and the Exhibits hereto, each of which is incorporated herein, constitute the entire agreement between the parties with respect to the subject matter contained herein and supersedes all prior agreements, representations, statements, understandings, customs and trade usage, if any, whether written... | Label: Entire Agreements |
57c6c784-28d2-4b3a-b54e-e9ae1f1c31d6 | Clause:
The laws of the Commonwealth of Massachusetts shall govern all matters arising out of, in connection with or relating to this Agreement, including, without limitation, its validity, interpretation, construction, performance and enforcement (including, without limitation, any claims sounding in contract or tort ... | Label: Governing Laws |
05869a26-03e9-49bb-afb7-34013672fdb1 | Clause:
As of the Effective Date, the Corporation agrees to pay Employee an annualized base salary of $345,000.00 (the “Base Salary”), which Base Salary will be earned by Employee on a pro rata basis as Employee performs services and which shall be paid according to the Corporation’s normal payroll practices. Employee ... | Label: Base Salary |
757769de-a93e-4150-8449-46449ffd6bf2 | Clause:
The Executive shall be entitled to not less than four (4) weeks of vacation at full pay for each year during the Employment Term. Such vacation may be taken in the Executive’s discretion, and at such time or times as are not inconsistent with the reasonable business needs of the Company. Unused vacation days sh... | Label: Vacations |
90c29f33-ad54-4db1-b4d6-2fc2a4ddadb6 | Clause:
By execution below, the Originator expressly acknowledges and agrees that all of the Company’s rights, title, and interests in, to, and under this Agreement (but not its obligations), shall be assigned by the Company pursuant to the Receivables Purchase Agreement, and the Originator consents to such assignment.... | Label: Agreements |
e186f307-2302-4bf6-8ad5-1a8571ddb5fd | Clause:
While serving as Executive Chairman, the Executive shall be provided with retirement benefits, health and welfare benefits, fringe benefits, and perquisites that are consistent with the benefits and perquisites provided to the Executive as of the date hereof and be entitled to use of a private aircraft fo... | Label: Benefits |
17d4d2bb-9634-49af-9280-09e03ca9f871 | Clause:
(a) The Partnership’s registered agent and registered office for service of process in the Province of Québec shall be as set forth in the Declaration, or such other person as the General Partner shall designate in its sole discretion from time to time.
Task: Classify this clause into ONE of these types (exact... | Label: Existence |
306e939f-c113-470a-9131-558d9aea68e5 | Clause:
The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has full power and authority to own, lease and operate its properties and to carry on its business as now being and as heretofore conducted. The Company is not qualified or licensed to do... | Label: Organizations |
76ffda35-1a88-4c7e-bbaa-bc6486cac0a7 | Clause:
All notices, approvals, consents, requests, and other communications hereunder shall be in writing and shall be delivered (i) by personal delivery, or (ii) by national overnight courier service, or (iii) by certified or registered mail, return receipt requested, or (iv) via facsimile transmission, with confirme... | Label: Notices |
9a09caac-59c6-4093-8e94-0b2500f235d0 | Clause:
From the Effective Date until March 13, 2018, Executive shall serve as the Company’s President and Chief Operating Officer (“COO”), with such duties as are customarily associated with the position of a COO for a public company. As part of these duties, Executive shall report to and perform the specific duties a... | Label: Positions |
875499a5-42a3-4e23-a7d4-9fc62b0d7e1a | Clause:
No failure or delay on the part of either party in the exercise of any right hereunder shall operate as a waiver thereof. Any waiver of any right hereunder shall be effective only if in writing. Any single or partial waiver of any right hereunder shall not operate as a waiver of any preceding or succeeding such... | Label: Waivers |
f2b8f0f5-6f47-4672-a201-2e4eb658c5eb | Clause:
The Company will, and will cause each of the Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse ... | Label: Compliance With Laws |
27ac7b86-31c0-40c2-a379-86c8bd4206bb | Clause:
Capitalized terms that are used but are not otherwise defined in this Agreement have the meanings assigned to them in the Sale and Servicing Agreement, dated as of July 5, 2017, by and among the Issuer, the Seller, the Servicer and Citibank, N.A., a national banking association, as Trust Collateral Agent.
Task... | Label: Definitions |
d472f7e7-d261-43cf-93b1-07b01651049b | Clause:
This Sublease is expressly conditioned upon Prime Landlord’s written consent thereto (the “Consent”), and this Sublease shall not take effect unless and until the Consent has been obtained. Promptly following delivery of an executed original of this Sublease by Subtenant to Sublandlord, Sublandlord will request... | Label: Consents |
56ea564b-f6d0-4530-98e5-5a10de772255 | Clause:
Section 2 of the Agreement is integral to its purpose and may not be severed from it. Should any other provision of the Agreement be deemed invalid or unenforceable, that provision shall be narrowed to the extent required to make it lawful and enforceable, and the remaining provisions shall not be affected but ... | Label: Construction |
e869b6f8-d60c-4e3a-bb75-8bdbf6fbca43 | Clause:
Borrower has timely filed all tax returns and reports required by applicable law, has timely paid all applicable taxes, assessments, deposits and contributions owing by Borrower and will timely pay all such items in the future as they became due and payable. Borrower may, however, defer payment of any contested... | Label: Taxes |
b5d1edce-024a-45ea-b43d-eca30fa0cfb4 | Clause:
The Company shall withhold all applicable taxes from any payment, including any non-U.S., federal, state, and local taxes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Ass... | Label: Tax Withholdings |
8b47b163-38ae-4c3d-aa94-21294eb03027 | Clause:
Other than consummating the transactions contemplated hereunder, such Investor has not, nor has any Person acting on behalf of or pursuant to any understanding with such Investor, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period co... | Label: Confidentiality |
6aeb5159-37ba-454c-99f4-b32cbdbb74bf | Clause:
The Company and FBR each hereby irrevocably waives any right it may have to a trial by jury in respect of any claim based upon or arising out of this agreement or any transaction contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, An... | Label: Waiver Of Jury Trials |
dc14de4f-9902-408d-9b1a-87e1a1d78df7 | Clause:
This Agreement (including the MSPP and the 2005 Plan, which are incorporated herein by reference) constitutes the entire agreement between you and the Company with respect to this Award, and supersedes all prior agreements or promises with respect to the Award. Except as provided in the MSPP and/or the 2005 Pla... | Label: Miscellaneous |
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