id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
0317000d-874b-40d6-b875-ab642e91416c | Clause:
This Agreement may not be assigned by Purchaser without the written consent of Seller (and any transfer, directly or indirectly, of any stock, partnership interest, membership interest or other ownership interest in Purchaser shall be deemed an assignment requiring Seller’s consent), except that this Agreement ... | Label: Assignments |
dbb5d794-8cdd-4fa0-b149-163316bc4394 | Clause:
If a Change in Control shall occur.
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: Change In Control |
23fd44d9-756c-46f9-aa60-0c3d29da2984 | Clause:
In the event that the Premises or the Property, or any material part thereof shall be destroyed or damaged by fire or casualty, shall be taken by any public authority or for any public use or shall be condemned by the action of any public authority, then the term of this Lease may be terminated at the election ... | Label: Terminations |
c1d7a858-6867-4d22-8afc-b76676d36276 | Clause:
Each party has had an opportunity to negotiate fully the terms of this Agreement and to consult with counsel with respect thereto. Accordingly, any rule of construction seeking to resolve any ambiguities against the drafting party shall not be applicable in the interpretation of this Agreement.
Task: Classify ... | Label: Construction |
ed6874f1-da6d-4c48-976c-53d0419fd15f | Clause:
Provided, that any prior nondisclosure/nonuse agreements are not superseded; and the Parties confirm that any confidential information which was disclosed under such prior nondisclosure/nonuse agreements shall remain confidential and shall be subject to the nondisclosure and nonuse provisions set forth in Secti... | Label: Entire Agreements |
a69199c3-b09c-42d0-b9a3-865a43c94822 | Clause:
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their heirs, personal representatives, successors and assigns. Participant acknowledges receipt of a copy of the Plan, which is annexed hereto, represents that he or she is familiar with the terms and provisions thereo... | Label: Binding Effects |
89517f43-501b-4e52-ad1e-591486da6f33 | Clause:
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect under any applicable Law in any jurisdiction, the Parties agree (i) such provision will be enforced to the maximum extent permissible under the applicable Law, and (ii) any in... | Label: Severability |
2b19b9e1-061c-425b-878e-9b24889b302d | 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 July 7, 2017; provi... | Label: Terminations |
2465b9ee-8a58-4c03-acff-c96c25ebe3bb | Clause:
The Company shall (a) by 9:30 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, with ... | Label: Publicity |
573df049-ed2e-4c4e-92a9-3fcbc5e8e9e7 | Clause:
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged. Neither the Company nor any Subsidiary has any reason to believe... | Label: Insurances |
deb70e84-e7b6-4df1-8220-654a51faad2a | Clause:
Any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or a Borrower or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such L... | Label: Participations |
b99a8047-aec2-4254-8cc1-c84f6c62ca64 | Clause:
This Lease shall be governed by, and construed in accordance with, the internal laws of the State of Nevada, without regard to the principles of conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Governing Laws |
4f3bb158-95e7-4fba-b282-3ed08275912b | Clause:
Each Consolidated Party has good record title to, or valid leasehold interests in, or easements or other limited property interests in, all Real Property necessary in the ordinary conduct of its business, free and clear of all Liens except (a) as set forth on Schedule 5.07 , (b) minor defects in title that do n... | Label: Liens |
ec6a7e4d-dac5-4db9-ac9e-c8119e91b4e8 | Clause:
As of the date hereof, the authorized capital stock of the Company consists of (a) 250,000,000 shares of Common Stock, 25,845,138 shares of which are issued and outstanding as of the date hereof, and (b) 5,000,000 shares of Preferred Stock, $0.0001 par value per share, of which 3,300 shares of Series A Preferre... | Label: Capitalization |
3498d50e-b218-45be-8186-bd17675f727c | Clause:
This Agreement may be executed by facsimile and/or in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Counterparts |
0a0e6c68-93bc-454e-92c3-96acee4698ec | Clause:
Each Borrower will, and will cause each of its respective Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear and damage by casualty excepted, and (b) maintain, with financially sound and reputable insurance comp... | Label: Insurances |
6bb6f808-db2e-4aa1-ae25-e07e523655f9 | Clause:
Indemnitee will, as a condition precedent to his or her right to be indemnified pursuant to this Agreement, give the Company notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Such notice will contain the written ... | Label: Notices |
45296feb-e19e-46bc-b9f0-3a02f3997937 | Clause:
As of December 16, 2016, the authorized capital stock of the Company consists of 50,000,000 shares of Common Stock, of which 16,815,850 shares are issued and outstanding, 5,501,171 shares are reserved for issuance pursuant to existing warrants to purchase Common Stock; 1,930,557 are reserved for issuance pursua... | Label: Capitalization |
1860bd88-4b42-46cf-a54f-fe22f44d5743 | Clause:
This Security Agreement may be executed in multiple counterparts, and all such executed counterparts shall constitute the same agreement. It shall not be necessary that the signatures of all parties be contained on any one counterpart. It shall be necessary to account for only one such counterpart in proving th... | Label: Counterparts |
7a5ebf89-fe47-4aac-8a85-c11bddd8bb01 | Clause:
Each of the Subsidiary Guarantors and each of the Subsidiaries of Loan Parties (i) is a corporation, limited partnership, general partnership, limited liability company or trust duly organized under the laws of its State of organization and is validly existing and in good standing under the laws thereof, (ii) h... | Label: Subsidiaries |
8ed4c47a-6ccd-464c-b4be-7d7a213241f9 | Clause:
In addition to amounts payable as provided in Section 16.5, each Borrower hereby agrees to protect, indemnify, pay and save harmless Agent, any of Agent’s Affiliates and Issuer that have issued a Letter of Credit from and against any and all claims, demands, liabilities, damages, taxes, penalties, interest, jud... | Label: Indemnity |
270503cd-a30f-4ff7-982a-599af8cfa26d | Clause:
All representations and warranties contained in this Agreement or in any other agreement between Grantor and Secured Party shall survive the execution, delivery and performance of this Agreement and the creation and payment of the Obligations. Grantor waives notice of the acceptance of this Agreement by Secured... | Label: General |
5f97a264-fb9a-4584-bedf-af2a153c6f86 | Clause:
Any tax consequences arising from the grant of this Award shall be borne solely by the Grantee. The Company and/or its Related Corporations shall withhold taxes according to the requirements under the applicable laws, rules and regulations including withholding taxes at source. The Grantee will not be entitled ... | Label: Withholdings |
418cabac-d03e-444a-bdb1-eb4a7a70fad1 | Clause:
Notes referred to in the Second Third 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 D... | Label: Agreements |
953a5b2e-50d0-4d02-9aad-df6b491640c6 | Clause:
The Company and its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are reasonably prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. The Company has no reason to believe that it will not... | Label: Insurances |
8c0566a9-30d7-4328-9257-41c11287647e | Clause:
These Instructions may be executed in counterparts, each of which shall constitute an original, and all of which shall constitute one and the same document.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Counterparts |
f1e5879f-0f8a-4cbd-8987-912da66fff9a | Clause:
Except as disclosed in the SEC Reports and the Memorandum, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, ar... | Label: Litigations |
8ae098cb-1762-4f3c-9e4b-1250231bd484 | Clause:
Other than the Potential Events of Default, no Borrower is in default under any of the Current Loan Documents, nor has any event or circumstance occurred that is continuing that, with the giving of notice or the passage of time, or both, would be a default or an event of default by a Borrower under any of the C... | Label: No Defaults |
825c1398-ef84-4f6c-beca-8b8df6c6a74d | Clause:
At all times, both before and after repayment of the Loan, at its sole cost and expense defend, indemnify, exonerate and save harmless the Administrative Agent and each of the Lenders and all those claiming by, through or under the Administrative Agent and each of the Lenders as required by Section 15.9.2.
Tas... | Label: Indemnifications |
76f5fc0b-a3f9-4534-80f1-d7ee448c4140 | Clause:
Options shall be evidenced by Award Agreements specifying the number of shares of Stock covered thereby, in such form as the Committee shall from time to time establish. No Employee or Director shall be granted in any calendar year Options to purchase more than five hundred thousand (500,000) shares of Stock. T... | Label: Terms |
50d6f992-3bb7-4485-8ce4-d67e6b4bff9b | Clause:
This Agreement has been entered into in the State of North Carolina and will be governed by and construed in accordance with the laws of the North Carolina (without reference to the principles relating to the conflicts of laws provisions thereof). Any action, suit, or other legal proceeding that is commenced to... | Label: Governing Laws |
adb481a3-6612-4264-afe8-8c68e37eeb05 | Clause:
This Option will vest and become exercisable as to the portion of Shares and on the dates specified on the cover page to this Agreement, so long as you remain a Service Provider. The vesting and exercise schedule is cumulative, meaning that to the extent the Option has not already been exercised and has not exp... | Label: Vesting |
e755076c-50e2-41bd-819c-e38ae6d88edb | Clause:
The headings listed herein are for convenience only and do not constitute matters to be construed in interpreting this Amendment No. 14.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: Headings |
5c7d9864-b744-4366-9e2b-0cdfcc879ee2 | Clause:
Executive shall, in accordance with Company policy and the terms of the applicable plan documents, be eligible to participate in benefits under any Company benefit plan or arrangement which may be in effect from time to time and made available to its management employees.
Task: Classify this clause into ONE of... | Label: Benefits |
38bf8fd0-4c27-411e-8741-b874b9ec0f36 | Clause:
This Agreement has been duly executed and delivered by the Company and, assuming the due execution and delivery of this Agreement by Sellers, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy... | Label: Authorizations |
913d5906-7506-4a48-bc1e-4dfc93c4fce9 | Clause:
On or prior to each Increase Effective Date, the Borrowers shall pay to the Agents and to the Lenders providing the related Incremental Facility such fees as are payable to such Persons in connection with such Incremental Facility pursuant to the Fee Letters and as otherwise agreed to by the relevant parties in... | Label: Fees |
9528c686-5cff-4b03-ae4b-546773823b63 | Clause:
The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a... | Label: No Conflicts |
867dc6d9-22aa-4cad-b6d0-fc29a0817428 | Clause:
The Designated Company, each other Loan Party and the Third Party Security Provider hereby agrees to execute any and all further documents, agreements and instruments and take all further actions that the Administrative Agent deems reasonably necessary or advisable in connection with this Amendment, including t... | Label: Further Assurances |
68640d84-62c2-4bb0-ac2a-92787fc90cde | Clause:
All vestings of Restricted Phantom Units and payments with respect to DERs under this Agreement are subject to applicable governmental tax withholdings as determined by the Partnership. Prior to vesting of Restricted Phantom Units or payment with respect to DERs, the Participant must satisfy applicable governme... | Label: Tax Withholdings |
225d83a9-d1fc-413c-97fe-0350a2f5671b | Clause:
Each party agrees to cooperate with each other and their respective officers, employees, attorneys, accountants and other agents, and, generally, do such other reasonable acts and things in good faith as may be necessary to effectuate the intents and purposes of this Agreement, subject to the terms and conditio... | Label: Further Assurances |
887e28ff-3f2f-4805-98a7-5d184c283991 | Clause:
As of the date hereof, BorgWarner Foundation is a non-profit foundation qualified under Section 501(c)(3) of the Code.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns... | Label: Subsidiaries |
4b5a8c5b-2e6e-464d-92f3-7abe8868796f | Clause:
The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and nonassessable and, other than as disclosed in the Registration Statement or the Prospectus, are not subject to any preemptive rights, rights of first refusal or similar rights. The Company has an autho... | Label: Capitalization |
a7dbfa31-5bd6-4089-8929-8ebb7f200bed | Clause:
Subject to the terms and conditions of the Plan and this Agreement, and except as provided in §§3(b), 3(c), 3(d) and 3(e) of this Agreement, one-third (1/3) of the Shares awarded hereunder shall vest and shall no longer be subject to a risk of forfeiture on each of the first, second and third year anniversaries... | Label: General |
1a9d7a95-b2db-49be-ad61-aa5ae84c6349 | Clause:
Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Lease, excepting only the real estate brokers or agents specified in Section 11 of the Summary (the " Brokers "), and that they know of no other real es... | Label: Brokers |
52d59527-1d47-4e6a-80db-8d2dbc6ddbbf | Clause:
This Agreement shall be construed in accordance with and governed by the laws of the State of California without regard to conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Governing Laws |
dd2d712f-7134-4800-834f-6e81209e06d1 | Clause:
Landlord and Tenant each waive trial by jury in connection with proceedings or counterclaims brought by either of the parties against the other with respect to any matter whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant hereunder or Tenant’s use or occup... | Label: Waiver Of Jury Trials |
d3b79fa9-4ff4-4d4c-a769-72a3ed2d2b77 | Clause:
Except as otherwise expressly provided in this Agreement, Seller, on the one hand, and Buyer, on the other hand, shall pay all costs and expenses incurred by such Party or on its behalf in connection with this Agreement and the transactions contemplated hereby. For the avoidance of doubt and except as otherwise... | Label: Expenses |
66fe77ce-87d9-4c3e-814e-e46a46fc4aad | Clause:
To the extent the phrase “portion of the Option” is used in this Agreement, such phrase may relate to, as the context dictates: (a) a portion of the Shares subject to the Option and/or (b) all of the Shares subject to the Option.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Interpretations |
94bc3fb5-4716-4ac0-be90-d95a6c42e22f | Clause:
During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and ... | Label: Financial Statements |
65a604bc-8d60-4483-9f64-c2eedb61998f | Clause:
This Agreement together with the Company’s June 14, 2017 offer of employment contains the entire understanding and the full and complete agreement of the Parties and supersedes and replaces any prior understandings and agreements among the Parties with respect to the subject matter hereof.
Task: Classify this ... | Label: Entire Agreements |
91f89b14-d43d-4a3f-b476-2d1235a24474 | Clause:
The Corporation shall have the right, but not the obligation, to deduct from the shares of Stock issuable upon the exercise of an Option, a number of whole shares of Stock having a Fair Market Value, as determined by the Corporation, equal to all or any part of the federal, state, local and foreign taxes, if an... | Label: Tax Withholdings |
24187667-b92c-4d20-95ec-d64c20e6fefa | Clause:
The Company hereby agrees to employ Executive, and Executive hereby agrees to accept employment by the Company, upon the terms and conditions set forth in this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Employment |
c6d754f3-cb6c-464f-8d5e-7ec3db0a10b8 | Clause:
The Executive shall be entitled paid vacation in accordance with the Company’s vacation policy; provided, that the Executive shall be entitled to not less than twenty (20) days of vacation in each calendar year (or an appropriately pro-rated portion thereof for partial years). The Executive shall be permitted ... | Label: Vacations |
14804938-6a87-4008-a5fa-cf63040ca55e | Clause:
Any notice or filing required or permitted to be given to the Bank or the Participant under this Agreement shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, in the case of the Bank, to the principal office of the Bank, directed to the attention of the Committee, and ... | Label: Notices |
39439afb-3f5c-4877-a864-91b6ecc5ce56 | Clause:
On the Commencement Date, Seller and PNC shall execute and deliver to each other the Bill of Sale.
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, Authori... | Label: Titles |
10a5f0f9-71c0-4eef-8400-5a7626085d70 | Clause:
(a) The Parent will (i) fulfill and cause each member of the Controlled Group to fulfill its obligations under the minimum funding standards of Section 302 of ERISA and Section 412 of the Code with respect to each Plan, (ii) comply with all applicable provisions of ERISA and the Code with respect to each Plan,... | Label: Erisa |
70e4ea71-af75-4c3f-8fd4-fedc4a3675b2 | Clause:
This Agreement shall not be amended, modified or waived except by an instrument in writing signed by the Company and the holders of at least a majority of the then Held Shares (as defined above), provided that Section 8 of this Agreement shall not be amended or modified except by an instrument in writing signed... | Label: Modifications |
0c730ffd-9a27-4d20-9f79-4826a5bebd89 | Clause:
The Company, at this time, has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the applicable Closing Date.
Task: Classify this clause into ONE of these t... | Label: Solvency |
79f3fc82-cd52-427b-8cb8-b6d7f2d3208b | Clause:
Notices and other communications provided for under the Intercreditor Agreement to be provided to the Joining [ ] i [First/Second] ii Lien Agent shall be sent to the address set forth on Annex 1 attached hereto (until notice of a change thereof is delivered as provided in Section 7.05 of the Intercreditor Ag... | Label: Notices |
324364f3-69bc-4dbb-ae95-a0fc9b4e0f5c | Clause:
The representations, warranties and agreements of the Parties shall survive the Closing for a period of eighteen (18) months.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, ... | Label: Survival |
21d6b4d1-e17f-422a-be1e-d0aa1e9a9c98 | Clause:
Notwithstanding anything to the contrary contained herein, pursuant to Section 12 of the Plan, the Committee will make or provide for such adjustments to the Award as are equitably required to prevent dilution or enlargement of the rights of Grantee that otherwise would result from (a) any stock dividend, extra... | Label: Adjustments |
2e82b58f-14fa-425d-b0a4-370f01984f12 | Clause:
Each Secured Party shall execute all such documents and instruments and take all such actions as the other shall reasonably request in order to carry out the purposes of this Agreement, including, without limitation, (if requested by a Secured Party) appropriate amendments to financing statements in favor of th... | Label: General |
e5b3c064-60ae-4a42-b993-688349562a78 | Clause:
By accepting the RSUs, you agree that, immediately upon vesting of the RSUs, you will notify your employer of the amount of any gain realized. If you fail to advise your employer of the gain realized upon vesting, you may be liable for a fine. You will be solely responsible for paying any difference between the... | Label: Taxes |
05771191-3448-4ad5-823b-f5e065da4e0e | Clause:
If any clause or provision of this Amendment is or should ever be held to be illegal, invalid or unenforceable under any present or future law applicable to the terms hereof, then and in that event, it is the intention of the parties hereto that the remainder of this Amendment shall not be affected thereby, and... | Label: Severability |
21431cd4-2058-4c07-92a9-817887c7553f | Clause:
Borrower shall not create, establish or acquire Subsidiaries or acquire or own stock or any other interest in any bank other than the Bank, or permit the creation, establishment or acquisition of any such Subsidiaries by any other Subsidiary.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Subsidiaries |
321884fc-33eb-405a-a461-fe9e2e6b0085 | Clause:
To the extent not governed by federal law, the Plan and all Agreements shall be construed in accordance with and governed by the laws of the State of North Carolina.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Governing Laws |
d0b13376-281f-4666-a4f6-bfd4c45fc53d | Clause:
The Section headings and Section numbers are included solely for ease of reference. If there is any conflict between such headings or numbers and the text of this Program, the text shall control.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Headings |
03a851b8-9ff3-4788-8847-d07cb798b079 | Clause:
THE GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTY, ANY OTHER FINANCE DOCUMENT OR FOR ANY TRANSACTIONS CONTEMPLATED BY THIS GUARANTY AND FOR ANY COUNTERCLAIM THEREIN. THE GUARANTOR ACKNOWLEDGES THAT (A) THIS WAIVER IS A MATERIAL... | Label: Waiver Of Jury Trials |
12c7676f-c5f8-4910-a289-37d609627b1d | Clause:
Guarantor (a) consents to the terms and conditions of this Amendment and (b) reaffirms the Guaranties and confirms and agrees that, notwithstanding the Agreement, as amended by this Amendment, and the consummation of the transactions contemplated hereby and thereby, the Guaranties and all of Guarantor’s covenan... | Label: Consents |
dc0dcbac-6508-4959-a5f1-2b6b1e17ce99 | Clause:
Each of the parties hereto covenants and agrees on behalf of itself, its successors and its assigns, without further consideration, to prepare, execute, acknowledge, file, record, publish and deliver such other instruments, documents and statements, and to take such other action, as may be required by law or re... | Label: Further Assurances |
47cac370-8d7f-43ac-b233-3289f7febb5c | Clause:
All agreements of the Issuers in this First Supplemental Indenture shall bind their successors. All agreements of the Trustee in this First Supplemental Indenture shall bind its successors.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Successors |
004c1754-311a-4473-8368-8109c9b3793d | Clause:
This Agreement, together with other agreements attached hereto or referred to herein and the other Note Documents constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among or representations from the parties or their Affiliates with respect to the su... | Label: Entire Agreements |
fb8f107d-41e7-4461-88f7-adcd976339e7 | Clause:
None of the Company, any of its Affiliates, or any person acting on behalf of the Company or any of its Affiliate will sell, offer for sale, or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the 1933 Act) which will be integrated with the Share Issuance in a manner which ... | Label: Integration |
2a192230-a7e6-4c91-b39c-d2b7f2031deb | Clause:
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, UNLESS EXPRESSLY STATED OTHERWISE THEREIN, SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF A... | Label: Governing Laws |
af3f2852-eb76-4b01-a9de-3121646cfc8b | Clause:
Executive represents and warrants that Executive is not bound by any employment contract, restrictive covenant, or other restriction preventing Executive from carrying out Executive’s responsibilities for the Company, or which is in any way inconsistent with the terms of this Agreement. Executive further repres... | Label: No Conflicts |
9eb83da6-08ef-4c73-8937-3b4fc1496db1 | Clause:
This Agreement shall be construed in accordance with New York law without regard to such State's conflict of law rules. Any dispute arising from or related to this Agreement shall be brought exclusively before the courts located in the State and County of New York.
Task: Classify this clause into ONE of these ... | Label: Applicable Laws |
bd016f4b-0253-4334-9474-413aef146f85 | Clause:
All capitalized terms used in this Amendment (including in the Recitals hereto) and not otherwise defined herein shall have the meanings assigned to them in the Pledge Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Defined Terms |
fee0a0c3-9fad-4613-b866-4ca88e306d0b | Clause:
This Amendment may be signed in multiple counterparts, each of which and collectively shall constitute but one original.
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: Counterparts |
6e726f43-feb9-49f5-9691-00f7c77a12b0 | Clause:
(a) Each Loan Party has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, would reasonably be expected to result in a ... | Label: Disclosures |
635c3a53-c05e-4f6f-befc-89f9f4ee295f | Clause:
The Plan shall be binding upon, and inure to the benefit of the Employer and its respective successors or assigns, and upon a Participant, the Participant's Beneficiaries and the Participant's successors, assigns, heirs, executors and administrators.
Task: Classify this clause into ONE of these types (exactly ... | Label: Successors |
a1a6bc54-aa0f-4997-ac38-ffefda71c55d | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation ... | Label: Assignments |
009f4f0e-2e7b-420e-94d2-96101da06434 | Clause:
Any portion of a Participant’s Vested Account Balance that has not begun to be paid as of the date that the Participant is determined to be Disabled shall commence (in the case of installments) or be paid (in the case of a lump sum) within thirty (30) days after the Participant is determined to be Disabled.
Ta... | Label: Disability |
a3e8b0e7-96e9-47e7-9f2e-0661bc6c4b09 | Clause:
The Company shall promptly reimburse Kelley Drye & Warren, LLP (counsel to the lead investor), on demand, for all reasonable, documented costs and expenses incurred by it in connection with preparing and delivering this Agreement (including, without limitation, all reasonable, documented legal fees and disburse... | Label: Fees |
e405a49b-95a0-47eb-8fb3-94df9174826a | Clause:
If the Grantee receives current benefits under the Corporation’s long‑term disability plan while any portion of this award remains unvested, all PSUs may vest as provided in Section 3.1(a) above following completion of the Performance Period. The balance of the PSUs that do not vest shall be deemed forfeited at... | Label: Disability |
be088c3f-4257-4fff-8839-d4c2f371a86d | Clause:
The Member has not (i) violated or is in violation of any applicable provision of the Anti-Corruption Laws, (ii) promised, offered, provided, attempted to provide, or authorized the provision of anything of value, directly or indirectly, to any person for the purpose of obtaining or retaining business, influenc... | Label: Anti-Corruption Laws |
a8dc2389-5eff-4a15-a51b-7f1ac17fcf58 | Clause:
The provisions of this Agreement are separable and severable. Wherever possible, each provision hereof shall be interpreted in such a manner as to be effective and valid under Applicable Law. If any one or more of the provisions contained herein is, for any reason, held to be invalid, illegal or unenforceable i... | Label: Severability |
09e9b73f-c7ed-44ae-899a-1864a2123ecd | Clause:
The Seller shall pay all expenses of the Company (including attorneys’ fees and expenses), and the Purchaser shall pay all expenses of the Purchaser (including attorneys’ fees and expenses), in each case incurred in connection with this Agreement and the transactions contemplated hereby.
Task: Classify this cl... | Label: Expenses |
e3efa686-7355-4017-8fef-7a90471153c4 | Clause:
This Agreement may be amended from time to time by a written amendment duly executed and delivered by the parties hereto, with the written consent of the Owner Trustee but without the consent of the Securityholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the ... | Label: Amendments |
6ae7d22f-8ca8-4e67-a463-b5e1bbb38a04 | Clause:
The Company, the Business and the Assigned Assets conform, in all material respects, to all applicable statutes, codes, ordinances, licensing requirements and other Laws, and no product or service manufactured, distributed and/or delivered by the Company violates any Law in any material respect. The Company has... | Label: Compliance With Laws |
300db2d7-e754-4af6-8858-ff0625e8da11 | Clause:
Except as otherwise provided herein or as permitted or directed by law, any statement, notice, or other communication that Landlord or Tenant may desire or be required to give to the other shall be (i) hand delivered, (ii) sent by a reputable, national overnight courier service, or (iii) sent by registered or c... | Label: Notices |
b34c7940-42fa-4719-9a5f-1084ed0aff9d | Clause:
The invalidity of any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part thereof, all of which are inserted conditionally on their being valid in law, and, in the e... | Label: Severability |
69a4d867-d1be-46bf-b169-920dd518ea32 | Clause:
Section 9.8.1 of the Lease is hereby amended to replace "four (4) Lease Years" with "five (5) Lease Years".
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... | Label: Amendments |
edc4e641-ab73-4fe0-9420-52523e92d4da | Clause:
Notwithstanding Section 2.2(d) herein, the Administrator may accelerate the vesting of all or a portion of the RSUs in such circumstances as it, in its sole discretion, may determine. Participant acknowledges that the RSUs and the Shares subject to the RSUs are subject to adjustment, modification and terminati... | Label: Adjustments |
a63b6d38-186c-4da6-9f31-6cc4e659140b | Clause:
The Company has disclosed to Investor in writing the capitalization of the Company that will be in effect immediately after the Closing. Such disclosure, which is based on the Company’s understanding that the ownership of stock in the Company of Investor and its affiliates immediately prior to the Closing cons... | Label: Capitalization |
f1c06b5b-e8ef-4917-94d5-b7760e71c81b | Clause:
If there are any Assumed Contracts, two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Assignments |
bbeb89b9-a42b-4fa1-8cdb-7c1cb2e6737b | Clause:
If Contractor is a company, Contractor is duly organized, validly existing, and in good standing in the jurisdiction stated in the preamble to this Agreement, the execution and delivery of this Agreement by Contractor and the transactions contemplated hereby have been duly and validly authorized by all necessar... | Label: Enforceability |
d39e3078-99e9-4bde-809b-93c8ebd85e44 | Clause:
You represent that you are not bound by any employment contract, restrictive covenant or other restriction preventing you from entering into employment with or carrying out your responsibilities for the Company, or which is in any way inconsistent with the terms of this letter. Please note that this offer lett... | Label: Governing Laws |
96877b55-359e-4bda-8ab4-9c87aaadb61a | Clause:
The Lenders agree to indemnify the Administrative Agent and its officers, directors, employees, affiliates, agents, advisors and controlling persons (each, an “ Agent Indemnitee ”) (to the extent not reimbursed by Holdings or the Borrowers and without limiting the obligation of Holdings or the Borrowers to do s... | Label: Indemnifications |
595dd77c-ecfe-428b-a7b7-38a29e797b8c | Clause:
To the extent permitted by law, the parties waive any and all rights to a jury trial with respect to any Employment Matter.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, As... | Label: Waiver Of Jury Trials |
82efe0ef-cdde-4ee7-a40c-978e6e9e3b30 | Clause:
Any notice, request, demand, consent, approval or other communication required or permitted hereunder shall be in writing and if delivered by registered or certified United States mail, postage prepaid, return receipt requested or by commercial courier service, to the Holder at the address listed above, which s... | Label: Notices |
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