id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
ddb85308-58da-4099-8e4b-bda42700f1dc | Clause:
The Plan shall be effective as of the Effective Date. The expiration date of the Plan, on and after which date no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided, however, that such expiration shall not affect Awards then outstanding, and the terms and conditions ... | Label: Effective Dates |
f216ff25-2c05-4557-9b2b-8599d9db0241 | Clause:
The obligations of the Company under Sections 5.01, 5.05, 5.06 and 11.03 hereof, and the obligations of the Banks under Section 10.05 hereof, shall survive the repayment of the Loans and the termination of the Commitments. In addition, each representation and warranty made, or deemed to be made by a notice of a... | Label: Survival |
8233febe-ed5d-4097-bcdf-2d490aa088f6 | Clause:
The failure by either party to enforce at any time or for any period of time any provision of this Agreement shall not be construed as a waiver of that provision or the right thereafter to enforce that provision. No waiver by either party of any of the terms or conditions of this Agreement or any of their respe... | Label: Waivers |
175dd517-6d32-4146-a6f2-8cd091608f56 | Clause:
The parties agree that irreparable damage would occur in the event any of the provisions of this Agreement were not performed in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordingly, the parties hereto shall be entitled to an injunction or in... | Label: Miscellaneous |
458e7830-f5d6-4325-b352-5452abeaf568 | Clause:
Effective from and after the Agreement Date, Licensor shall indemnify Licensee and its Affiliates for any and all losses, damages, liabilities, costs and expenses arising in connection with the transactions contemplated by this Agreement as a result of the application of the TUPE Regulations to any directors, e... | Label: Indemnifications |
0f8b3afa-4ea2-45c9-b6e9-a3f2a84abd35 | Clause:
The provisions of Section 10.11 of the Existing Credit Agreement are hereby incorporated by reference, mutatis mutandis, as if originally made a part hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Severability |
195c0e37-45c4-4600-ba2b-924ec0b0fb84 | Clause:
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of The Netherlands, without regard to the principles thereof relating to the conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Governing Laws |
8af96837-3154-4a88-ae5e-60526e9aa9ca | Clause:
THE BORROWER 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, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY REL... | Label: Submission To Jurisdiction |
63bdcd2b-0208-4257-833e-4923ace8e887 | Clause:
The outstanding principal balance of the Facility B Line of Credit shall bear interest at the rate of Eight and 25/100 percent (8.25%) per annum.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitr... | Label: Interests |
bc59656c-c389-43ac-aedf-56b497f0f24f | Clause:
Subject to the provisions of the Plan, the Committee may, from time to time, select from among all Eligible Individuals, those to whom Awards shall be granted and shall determine the nature and amount of each Award. No Eligible Individual shall have any right to be granted an Award pursuant to the Plan.
Task: ... | Label: Participations |
7e7e39a7-3a08-4ac8-96b5-4363fdadb3f1 | Clause:
During your employment by Amkor and at all times thereafter, you shall not publish or otherwise transmit any disparaging, derogatory or defamatory remarks, comments or statements, whether written or oral, regarding Amkor, its affiliates or their respective officers, directors, employees, consultants, reputation... | Label: Non-Disparagement |
d773e37a-3178-4e91-9091-ed474df4a9f0 | Clause:
If Seller makes a tax-deferred exchange election, it shall release, indemnify, defend and hold harmless Buyer Indemnitees from any Losses related to such election.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Indemnifications |
1c1f658b-1fc8-4470-a95e-82e4cff20609 | Clause:
Each Borrower shall pay, indemnify, defend, and hold the Agent-Related Persons, the Lender-Related Persons, the Issuing Bank, and each Participant (each, an “ Indemnified Person ”) harmless (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, pro... | Label: Indemnifications |
ae2f8338-dd5b-4c7b-9779-2905a4f8429e | Clause:
Neither party's failure to declare a default immediately upon its occurrence or delay in taking action for a default shall constitute a waiver of the default, nor shall it constitute an estoppel. Neither party's failure to enforce its rights for a default shall constitute a waiver of that party's rights regardi... | Label: No Waivers |
514faf1c-5158-4439-bdbd-176f9c6ba94b | Clause:
The Parties agree to cooperate, and to cause their Affiliates to cooperate, with one another in connection with the arrangement of any debt financing related to the Assets as may be reasonably requested by a Party. Any reasonable, out-of-pocket expenses incurred by a Party and its Affiliates in providing reason... | Label: Cooperation |
9d519fdc-3045-4a15-b493-3be31f0c4ea4 | Clause:
Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifyi... | Label: Notices |
4fbe80af-446e-4452-8c54-fa12a369cb62 | Clause:
The provisions of this Agreement are intended to be severable. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any man... | Label: Severability |
1ca15a54-3b70-430f-b0f6-f3ee45d4b5c9 | Clause:
The Borrowers have obtained and have delivered to the Administrative Agent certified copies or certificates of all insurance policies required under this Agreement, reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. Borrower has not, and to the Borrowers’ knowledge n... | Label: Insurances |
b27386ac-528f-46af-a28b-aacf4c39c632 | Clause:
The Borrower shall not, and shall not cause or permit any of its ERISA Affiliates to, cause or permit to occur an event that (i) could reasonably be expected to result in the imposition of a material Lien on any Collateral under Section 412 or 403 of the Code or Section 302, 303 or 4068 of ERISA, (ii) could rea... | Label: Erisa |
8efb7f39-5ead-49d3-a4a6-178e2ba0e5a1 | Clause:
This Agreement shall be governed by the internal substantive laws of the State of Delaware, without regard to principles of conflicts of law or choice of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Governing Laws |
5b27f8d2-3e0a-4c6f-9eb9-f0f83c57f629 | Clause:
All of the Company’s obligations to register Registrable Securities under Sections 3, 4, and 5 hereof shall terminate upon the date on which Investors no longer hold Registrable Securities or the date on which Investors’ Registrable Securities are eligible for resale without volume or manner of sale restriction... | Label: Terminations |
49452de4-e4d1-4b52-b779-ae61a743d3ce | Clause:
If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor (other than any sale, transfer or disposition to another Grantor) in a transaction permitted by the Credit Agreement, then the Administrative Agent, at the request and sole expense of such Grantor, shall promptly (but ... | Label: Further Assurances |
b696d0be-1a11-4e21-9b88-01a12b376573 | Clause:
In the event of Executive’s Disability, and if Executive signs (and does not revoke) the release described in Section 13, Executive shall be entitled to the Accrued Obligations and the Severance Benefit (except the amount of the Severance Benefit shall be increased from one (1) to eighteen (18) months), with th... | Label: Disability |
c81bcdf4-e9b3-483f-af20-d46e919c8bde | Clause:
In case any provision contained in the Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
Task: Classify this clause into ONE of these types (exactly o... | Label: Severability |
ceac7cb5-6eab-4f9e-aa10-e874d2c9c0b2 | Clause:
This Agreement and the other Loan Documents shall be binding upon, and inure to the benefit of, Borrowers, Guarantor and Lender and their respective successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Binding Effects |
32091796-0056-4121-aa85-04c2e43154b7 | Clause:
Each Lender hereby designates and appoints Bank of America as its Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perf... | Label: Authorizations |
c4f0c2a5-bbe0-4397-80dd-a1b3e85bc4c0 | Clause:
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against losses and risks, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insu... | Label: Insurances |
f27d94de-90dd-45ba-8dd6-353c2802f231 | Clause:
The Plan shall be effective as of the Effective Date, subject to amendment from time to time in accordance with Section 9.1. The Plan shall continue until terminated pursuant to Section 9.1 of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Terms |
7e1ddcb2-7d0b-4d4c-b57b-713e3cf725f2 | Clause:
This Letter Agreement and the obligation of GSO to fund the Commitment will terminate automatically and immediately upon the earliest to occur of (a) the Closing (at which time the obligation shall be discharged), (b) the termination of the Merger Agreement in accordance with its terms and (c) the Company or an... | Label: Terminations |
d8257cbc-7364-4b9a-84c9-4c0f738aa219 | Clause:
The provisions of this ARTICLE 12 (Dispute Resolution) shall survive for five (5) years from the date of termination or expiration of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Survival |
7cb7b766-2b5b-4364-8935-d5e3d4e6eeaf | Clause:
The headings of the several sections and subsections of this Amendment are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Headings |
9e5154bb-17da-47a6-908e-a0eb8c991200 | Clause:
The provisions of this Interim Order shall be binding upon and inure to the benefit of the Secured Parties, the Debtor, the Committee (if any) and each other party in interest in the Chapter 11 Case, and their respective successors and assigns (including any chapter 7 or chapter 11 trustee or other fiduciary he... | Label: Binding Effects |
53ab4635-04f4-453e-94b7-ac4614ba095e | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before August 21, 2017; pr... | Label: Terminations |
30cd5e6a-71be-457c-b1bb-df6ccfcddbb0 | Clause:
All payments to be made by the Company to the Lender in connection with the Loan, including any repayment, prepayment, payment of Interest, fees and all other amounts required to be paid to the Lender under the Transaction Documents, together with VAT (to the extent applicable), shall be made in. Euros by bank ... | Label: Payments |
d4548a38-760f-49bd-bbf5-810cf9ac1edd | Clause:
Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to the Transaction. Each party (i) certifies that no representative, agent or attorney of either party has represented, expressly or otherwise, th... | Label: Waiver Of Jury Trials |
1fcd7bb4-4c2e-4eac-9fee-aa0a64ecd7c3 | Clause:
This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New York. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO R... | Label: Governing Laws |
4f0dedfc-66a8-40f4-9240-85599f715d33 | Clause:
This Agreement, when executed and delivered by XPO, will constitute a valid and legally binding obligation of XPO, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other laws of general application relating to or affecting enforceme... | Label: Authorizations |
a6d68293-83c0-4281-8bc5-a5c68459d687 | Clause:
Neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any filing or registration with, any Governmental Authority, any self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its respective obligations under or ... | Label: Consents |
689594d5-9e3f-49ed-8738-d1fbb584fb0b | Clause:
This Note shall be governed by and construed in accordance with the laws of California without giving effect to applicable principles of conflict of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Governing Laws |
b404776b-fbbe-4a84-9364-9c633edd3082 | Clause:
This Amendment may be executed in one or more counterparts each of which when taken together shall constitute but one original. Delivery of an executed counterpart of this Amendment by electronic transmission in a Portable Document Format (" PDF ") or other digital format acceptable to Landlord shall be equally... | Label: Counterparts |
f2378263-46b9-4d99-bd73-20477dc6a94b | Clause:
(a) The Borrower agrees to pay to the Administrative Agent, for the account of each Lender (other than a Defaulting Lender) a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments of such Lender (whether used or unused) during the period from and including the Amendment ... | Label: Fees |
8a4fed33-d5d9-4f50-90c7-3c1144a2e094 | Clause:
Title to and risk of loss of Freshwater received by Producer under this Agreement, including all constituents and contaminants, shall transfer from Seller to Producer at each applicable Delivery Point.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Titles |
903e8691-682a-4796-be13-2d64bff251dc | Clause:
Any controversy or claim arising out of or relating to this Agreement or the breach of this Agreement that cannot be mutually resolved by the Executive and the Company, including any dispute as to the calculation of the Executive’s Benefits, Base Salary, Bonus Amount, Severance Payment, or any Change of Control... | Label: Arbitration |
10255663-ae04-4b73-b64b-1e3f5ba3f4bf | Clause:
With respect to grants of Restricted Stock Units without performance-based restrictions, a Participant shall also be 100% vested on the date of a termination of the Participant’s employment either without Cause by the Corporation or for Good Reason by the Participant if such termination occurs within two (2) ye... | Label: Change In Control |
01bfd1f0-e211-4612-844d-0aeb9090f82f | Clause:
The Agreement shall take effect from the Effective Date and remain in effect as long as the JV Contract is effective (the “ Term” ) unless this Agreement is terminated earlier pursuant to Section 6.2.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Terms |
9b868f49-ecfd-47d9-b6cd-4adb9d073a75 | Clause:
(i) Each Loan Party, individually, is Solvent and (ii) the Borrower and its Subsidiaries, taken as a whole, are Solvent.
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: Solvency |
e5fc7886-8d23-4616-b641-79513a63f283 | Clause:
This Amendment may be executed by one or more of the parties hereto 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 counterpart of a signature page to this Agreement by fax or other electronic ... | Label: Counterparts |
a6f3383a-ad96-4597-a9ba-c6c9c5c0029a | Clause:
The Lender shall have received a solvency certificate signed by a Financial Officer dated the Effective Date in form and substance reasonably satisfactory to the Lender.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Solvency |
f86b5064-b4c6-44ab-8ebb-df30b87b178d | Clause:
At the Closing, Purchaser shall pay (i) to Seller $800,000, as reimbursement for costs Seller incurred in connection with Seller entering into the Loan Documents (the “ Loan Cost Reimbursement Amount ”), and (ii) to Lender (or to such Persons as Lender may direct) the out-of-pocket costs and expenses incurred b... | Label: Costs |
dbbd551c-bd69-47b3-9c80-fcd89cb9e69d | Clause:
In the case of any stock split, stock dividend or like change in the nature of shares of Stock covered by this Agreement, the Restricted Stock Units shall be adjusted or terminated in any manner as contemplated by Section 14(a) of the Plan.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Adjustments |
5d74e328-5712-44b6-a52e-9aaea7b10a2e | Clause:
Neither the Servicer nor Owens Corning nor any of their respective Subsidiaries: (i) is, or is owned or controlled by, a Sanctioned Person; or (ii) is located, incorporated, organized, or resident in a Sanctioned Country. No proceeds from any Purchase will be used, directly or indirectly, to lend, contribute, p... | Label: Sanctions |
f3c2d835-1264-404d-a22a-2e94bea7ccca | Clause:
Seller has all requisite Approvals.
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, Books, Brokers... | Label: Approvals |
478f5efd-5cd1-4b7f-9cc7-2b4876b8876d | Clause:
You acknowledge and agree that the provisions of this Agreement, including the Restrictive Covenants section, are reasonable and valid in geographic, temporal and subject matter scope and in all other respects, and do not impose limitations greater than are necessary to protect the goodwill, Confidential Inform... | Label: Severability |
681c9df0-131c-434d-87fd-00cc0b813c9b | Clause:
This First Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York.
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: Governing Laws |
7d365844-8ade-4912-991a-c543d9ea7212 | Clause:
This Agreement is subject to the terms and conditions of the Plan, and the terms of the Plan shall control to the extent not otherwise inconsistent with the provisions of this Agreement. To the extent the terms of the Plan are inconsistent with the provisions of the Agreement, this Agreement shall control. This... | Label: Definitions |
f35752ac-16ac-4294-a435-35356336ce4f | Clause:
EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING OR COUNTERCLAIM ... | Label: Waiver Of Jury Trials |
ce877d18-6ba8-4375-82c2-195b7f8c0773 | Clause:
This Agreement, together with the exhibits hereto and the related written agreements specifically referred to herein, represents the only agreement among the parties concerning the subject matter hereof and supersedes all prior agreements whether written or oral, relating thereto.
Task: Classify this clause in... | Label: Entire Agreements |
cccc5a5a-63da-47aa-9857-e1f68ca4f26f | Clause:
Any successor to the Company shall assume the obligations under this Plan and expressly agree to perform the obligations under this Plan, subject to the provisions of Article VI.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Successors |
f9b70617-7636-4ccf-91a7-c9f967a32037 | Clause:
Notwithstanding Sections 8.1 and 8.2 hereof, in no event shall the provisions of Sections 8.1 and 8.2 limit the damages recoverable by either party against the other party due to the other party’s obligation to indemnify such party in accordance with this Agreement.
Task: Classify this clause into ONE of these... | Label: Indemnity |
f26c25f4-de2d-4d91-b82d-930005c33e6d | Clause:
The Lessee shall indemnify and hold harmless the Port Authority Indemnified Parties from any claims and demands of third persons, including the United States of America, resulting from the Lessee’s non-compliance with any of the provisions of this Section and the Lessee shall reimburse the Port Authority Indemn... | Label: Indemnifications |
a58818b3-80f1-4379-813f-f8c8b7b98e8f | Clause:
This Agreement may be terminated by the Purchasers or by the Company by written notice to the other party if the Closing has not been consummated on or before June 26, 2017; provided, however, that no such termination will affect the right of either party to sue for any breach by the other party.
Task: Classif... | Label: Terminations |
5f1c0b8a-4d32-4522-accc-9e162a1aaa5a | Clause:
In the event that one or more of the provisions of this Note is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Note, but this Note shall be construed as if such invalid, illegal or unenforce... | Label: Severability |
66147d00-1f92-4bcd-827e-1a4d5b5924f4 | Clause:
Valeant shall maintain complete and accurate records in reasonably sufficient detail of Net Sales, License Fees, Development Milestone Payments, [***] Sales-Based Milestone Payments, [***] Sales-Based Milestones Payments and the Royalties and all other amounts due from it to Eyegate under this Agreement, for a ... | Label: Records |
d780568b-09b5-4a69-958b-d195dc6d33cd | Clause:
This Precedent Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Precedent Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. Electronic copies of any signed original agreement will be deemed ... | Label: Counterparts |
9a28405d-b3d4-48e9-8796-68fa5c166255 | Clause:
Employee will be entitled to paid vacation of 4 weeks per calendar year, prorated the first calendar year of employment and holidays in accordance with the holiday policies of AXOGEN in effect for its employees from time to time. Vacation must be taken by Employee at such time or times as approved by AXOGEN.
T... | Label: Vacations |
19206416-67b9-44e2-a80b-49b07ce4a026 | Clause:
The Company shall (a) by [9:00 a.m.] (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, wit... | Label: Publicity |
98742574-0eed-4a6f-b444-c19bc3be65b4 | Clause:
The Company and each of the Subsidiaries carry, or are covered by, insurance by insurers of recognized financial responsibility in such amounts and covering such losses and risks as is adequate for the conduct of their respective businesses and the value of their respective properties and as is customary for co... | Label: Insurances |
ff1583c8-0de3-48cc-96c4-84bdc00e9827 | Clause:
Each covenant by Associate contained herein shall be independent and severable from the others, and in the event that any provision of this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in an... | Label: Severability |
04770ef6-2ce1-40bf-b38d-a163b08cb1bd | Clause:
Within sixty (60) days following the Director’s Separation from Service, the Director shall receive the number of shares of Common Stock that correspond to the number of RSUs that have become vested on or prior to such time.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: General |
d471f7fc-3169-457a-be7b-3ae0884ccf0f | Clause:
Prior to the date on which the Collateral and Guarantee Release Condition has been satisfied, the Borrower and each other Loan Party will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing st... | Label: Further Assurances |
bddc2469-1ed4-41a2-9731-7c720ab63fa0 | Clause:
None of the Company or any Subsidiary will enter into any Sale/Leaseback Transaction unless (a) the sale or transfer of the property thereunder is permitted under Section 6.05 , (b) any Capital Lease Obligations arising in connection therewith are permitted under Section 6.01 and (c) any Liens arising in connec... | Label: Sales |
c55e9a96-b515-4af8-b9dc-5c734af00d0f | Clause:
If you die without having fully exercised the Option, then any Shares Granted under the Option that are not yet vested (but which have not lapsed or been forfeited) at that time shall thereupon become fully vested and (a) the Option may be exercised, subject to the UK Sub-Plan, by your personal representative(s... | Label: Death |
ac970620-0783-4222-9883-2db98485ed05 | Clause:
The failure of Lender at any time or times to require any Loan Party to strictly comply with any of the provisions of this Agreement or any other Loan Document shall not waive or diminish any right of Lender later to demand and receive strict compliance therewith. Any waiver of any default shall not waive or af... | Label: Indemnity |
6e2413b4-6406-4aad-b2d4-6d582d8fb4b9 | Clause:
Landlord and Tenant each represents to the other that it has full power and authority to execute and perform this Lease.
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: Authority |
7543a0a7-7440-4999-94f7-733ee4f870c1 | Clause:
The original effective date of the Plan is October 1, 1983. The Effective Date of the Plan, as amended and restated herein, is January 1, 2016.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Effective Dates |
9e29401e-0d7e-4b9c-942e-76635d053de1 | Clause:
Tenant represents and warrants that it is not an employee benefit plan as defined under Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ( “ ERISA ” ), or an entity (e.g. an insurance company separate or general account) subject to ERISA or holding ERISA “ plan assets ” within the... | Label: Erisa |
53cc1188-ad97-474e-a664-57273a963d93 | Clause:
All copyrightable work by the Executive during the Term of Employment that relates to the business of any entity in the Company Group is intended to be “work made for hire” as defined in Section 101 of the Copyright Act of 1976, and shall be the property of the Company Group. If the copyright to any such copyri... | Label: Assignments |
358a092e-2062-4950-8ae8-e1fec57d6169 | Clause:
This Agreement (a) represents the entire agreement between the parties in relation to the employment of Executive by the Company on, and subsequent to, the Effective Date and (b) revokes and supersedes all prior agreements pertaining to the subject matter herein, whether written and oral, including, without lim... | Label: Amendments |
d61d1c39-c6de-48d5-bbfe-6eb3739cadde | Clause:
It is the intention of the Company and the Executives that this Plan be unfunded for tax purposes and for purposes of Title I of ERISA. The Plan constitutes a mere promise by the Company to make benefit payments in the future, and the right of any person to receive such benefit payments under this Plan shall b... | Label: General |
ff1f0422-c6f2-4053-a1b7-58f6996a368c | Clause:
While Executive is employed hereunder, the Company will pay Executive a base salary at the gross annualized rate of $297,754 (the “Base Salary”), paid in accordance with the Company’s usual payroll practices. The Base Salary will be subject to review annually and may be adjusted upwards at the discretion of the... | Label: Base Salary |
fc25ca7f-6503-46b3-943a-9917b778ff97 | Clause:
This Award Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Counterparts |
99596e0e-16b9-467f-afe6-b5b7fe418337 | Clause:
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF LAWS OTHER THAN THE LAWS OF THE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GO... | Label: Governing Laws |
1fb9d1d4-37c5-45e6-996a-81455222eeaf | Clause:
Amended and Restated Credit Agreement, dated as of April August 9, 2014 2017 (as amended, restated, amended and 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, the Borrower, the... | Label: Agreements |
996e021a-2cee-4c9b-8805-8489a862191c | Clause:
This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. The parties hereto confirm that any facsimile copy of another party’s executed counterpart of this Agreement (or its signature page there... | Label: Counterparts |
96e284c7-3f1a-4fe2-b88c-fdf4f539d227 | Clause:
If any provision of this Agreement or the application of any provision to any Person or circumstance, is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The Parties further agree that if any provision contained h... | Label: Severability |
8a7febd3-e065-4edb-8ce1-1d8a75e3dfca | Clause:
The Company shall not, and shall not permit its Subsidiaries to, enter into any transaction of any kind with any Affiliate of the Company that is not a Subsidiary of the Company, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Company ... | Label: Transactions With Affiliates |
5c81c107-03ff-4859-9b7f-928e29d47b41 | Clause:
Interest shall accrue from the date hereof on the unpaid Principal Amount of this Note from time to time outstanding at a fixed rate of nine and 99/100 percent (9.99%) per annum through the Maturity Date, or the date of prepayment, whichever occurs first. Interest shall be computed on the actual number of days ... | Label: Interests |
8b9291b5-e7f0-4fc6-a6f9-bfa7304e8016 | Clause:
Provided there is an Outstanding Balance, on each Installment Date (as defined below), Borrower shall pay to Lender an amount equal to the Installment Amount (as defined below) due on such Installment Date in accordance with Section 8. All payments owing hereunder shall be in lawful money of the United States o... | Label: Payments |
404eb833-34aa-4379-901e-0e4c55b58598 | Clause:
Any notice required or desired to be given shall be governed solely by this paragraph. Notice shall be deemed given only upon (a) mailing of any letter or instrument by overnight delivery with a reputable carrier or by registered mail, return receipt requested, postage prepaid by the sender, or (b) personal de... | Label: Notices |
6040bf7e-77b2-4bd8-a8d0-e4d7513ac0f3 | Clause:
This Commitment Letter will be of no force and effect unless executed by each Commitment Party and a counterpart hereof is accepted and agreed to by the Company and, as so accepted and agreed to, received by Bank of America by 11:59 p.m. (Central time) on June 9, 2017, together with the Fee Letters as duly auth... | Label: Terminations |
8cf374ca-bf3a-419b-b2fd-dfa31286c4b4 | 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 ADMINISTRATIVE AGENT, THE LENDERS, ANY ISSUER, THE BORROWER OR ANY OTHER OBLIGOR IN CONNECTION HEREWITH OR THEREWIT... | Label: Consent To Jurisdiction |
9fb55575-dd35-4316-b8b7-672251ab7161 | Clause:
Any notice required or permitted by the provisions of this Article to be given to a holder of shares of Series B Preferred Stock shall be mailed, postage prepaid, to the post office address last shown on the records of the Corporation, or given by electronic communication in compliance with the provisions of th... | Label: Notices |
59aa9ae7-5f2d-4283-9905-633ca711c0c4 | Clause:
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted as if it were written so as to be enforceable... | Label: Severability |
c669fb2f-d846-4578-828b-2319d7f897b4 | Clause:
The Employee shall have no vested right in the Performance-Based Cash Award unless the Committee certifies that the Bonus Target, as applicable, has been achieved. Such achievement, as evidenced by such certification by the Committee, shall be construed by all parties as a condition related to the purpose of th... | Label: Forfeitures |
73fae03f-7eff-4e5b-9cd7-c05ff405b475 | Clause:
The parties hereto agree that the parties will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of each such party set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available upon any such vio... | Label: Specific Performance |
e4dafe6f-9a8b-4fd7-9252-a49b97073e4b | Clause:
The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the transactions contemplated hereby and the Note, as well as all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplate... | Label: No Conflicts |
b18df3a7-7be8-42c3-9cfd-10dbbb43e6bf | Clause:
Employer hereby employs Associate, and Associate hereby accepts such employment, upon the terms and conditions set. forth hereinafter and outlined in our proposal of employment dated October 30, 1989, attached as Exhibit A. Associate hereby agrees to devote his full business time to the affairs of Employer and ... | Label: Employment |
b60f649a-cc34-45ec-bccd-19a7a9c4291f | Clause:
On the Restatement Effective Date, (a) the fair value of the assets of each Loan Party exceeds its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party is greater than the amount that will be required to pay the probable liability o... | Label: Solvency |
fcfa48e8-18d9-4366-8257-a551692d3aff | Clause:
This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective executors, administrators, successors and permitted assigns; provided , however , that the Executive may not assign any of his rights or duties hereunder except upon the prior written consent of the Company.... | Label: Assignments |
fb07d719-b238-47ac-b4bc-805e61d5fb18 | Clause:
Regardless of any action the Company or the Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes and non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“ Tax-Related Items ”), Participant acknowledges and agrees tha... | Label: Tax Withholdings |
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