id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
45023e93-e2e6-43ac-8d1a-24c2da11a65a | Clause:
(a) At such time as the Loans, the Reimbursement Obligations and the other Obligations shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding, this Agreement and all obligations (other than those expressly stated to survive such termination) of the Admin... | Label: Releases |
2149d580-8d6a-4c72-802e-46199d38c1e4 | Clause:
(a) Each Agent and each Lender agrees to keep confidential any information (a) provided to it by or on behalf of Holdings or any of the Borrowers or any of their respective Subsidiaries pursuant to or in connection with the Loan Documents or (b) obtained by such Lender based on a review of the books and records... | Label: Confidentiality |
112dde16-b445-475e-8ee2-b31c8c900202 | Clause:
This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations between the parties except to the extent that a matter is specifically addressed by any employment, severance, or change-in-control a... | Label: Entire Agreements |
842c770d-a68c-4e3c-8752-e40972bccb36 | Clause:
This Agreement is to be construed under and governed by the laws of the State of Iowa, without regard to conflicts of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Governing Laws |
1cc155c0-83c0-4fde-963b-bd2663f78a8e | Clause:
Each of the Parties (i) hereby irrevocably submits to the jurisdiction of the state courts in the State of Delaware, any United States District Court of competent jurisdiction and any foreign court of competent jurisdiction for the purpose of enforcing the award or decision in any arbitration proceeding pursuan... | Label: Consent To Jurisdiction |
be4d6349-8f58-4c41-b9f0-024cb355fe94 | Clause:
At any time during the existence of an Event of Default, Lender, at Lender’s option, may declare all of the Indebtedness to be immediately due and payable without further demand, may foreclose the Lien of this Instrument for such Indebtedness, and may invoke any other remedies permitted by Ohio law or provided ... | Label: Remedies |
c369a062-c2d4-4db0-95bf-78d9a97b8170 | Clause:
Notwithstanding any term or provision of this Agreement which may be construed to the contrary, each Base Rate Loan shall be in an amount of no less than $1,000,000 and in an integral multiple of $100,000 in excess thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Miscellaneous |
c887f66c-fbb0-462a-a5aa-15efcf4acfec | Clause:
This Agreement is being executed and delivered, and is intended to be performed, in the State of North Carolina, and the laws of the State of North Carolina govern the validity, construction, enforcement and interpretation of this Agreement, without regard to, or effect of, any choice or conflict of law princip... | Label: Applicable Laws |
6c200bac-ed5b-4f5f-9583-366185ddd728 | Clause:
All covenants, agreements, representations and warranties made by the Borrower in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and sha... | Label: Survival |
a602e2f3-3976-4476-a70f-4b563c45d82e | Clause:
The Administrative Agent and each Lender agrees to hold any confidential information which it may receive from the REIT or any Subsidiaries in connection with this Agreement in confidence, except for disclosure (a) to its Affiliates and to the Administrative Agent and any other Lender and their respective Affil... | Label: Confidentiality |
15998d90-e369-4cc4-aeaa-2b4fbd3c0bad | Clause:
Unless otherwise defined herein, capitalized terms used herein shall have the meanings given thereto in the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns... | Label: Defined Terms |
fd5fa51d-858e-440a-970b-712320b0701d | Clause:
Notwithstanding any other provision of this Article XII, the provisions of this Article XII shall only apply to a Qualifying Change of Control (as defined below) occurring on or after February 24, 2016 (the “ Special Change of Control Provision Effective Date ”) and shall only be applicable to Participants who ... | Label: Effective Dates |
b0e1c9e8-e411-4bcd-b9fc-e61b1ecf41ea | Clause:
Each Loan Party shall keep accurate and complete records of its Inventory in the United States and Canada consistent in all material respects with historical practices, and shall submit to Agent inventory and reconciliation reports (which reports shall set forth the Inventory information by location) in form re... | Label: Records |
508ab3c8-e525-4d40-8df0-0a81583946c4 | Clause:
Effective as of the Closing: (a) Sellers hereby irrevocably assign and delegate to Buyer all of their rights, remedies, duties and obligations under the Transaction Documents; and (b) Buyer, by its execution of this Agreement, hereby purchases, assumes and accepts such assignment and delegation and agrees to be... | Label: Assignments |
f150df11-d7f0-4c3e-a9bb-d449d59750ae | Clause:
File or cause to be filed all federal, state and other material tax returns and reports that are required to be filed and pay all Taxes shown to be due and payable on said returns or on any assessments made against it or any of its property, and all other material Taxes, fees or other charges imposed on it or a... | Label: Taxes |
c43c7cfb-a793-466b-9d2f-9b040c90cb7c | Clause:
The closing of the sale and purchase of the Shares (the “ Closing ”) shall take place on the Effective Date, remotely via the exchange of documents and signatures, or at such other date or location as may be agreed upon by the Company and Purchaser.
Task: Classify this clause into ONE of these types (exactly o... | Label: Closings |
7e1bf538-5a6f-4af9-9fe2-23455e2b46c9 | Clause:
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
Task: Classify this clause int... | Label: Severability |
b9c0bf4c-f1ec-421e-a3ff-461e6fa5e5d4 | Clause:
The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “ include ,” “ includes ” and “ including ” shall be deemed to be followed by t... | Label: Construction |
fa6d202d-9457-49ab-9fe0-b2c13ec9865b | Clause:
For any reason, this Repurchase Agreement at any time shall not be in full force and effect or ceases to be enforceable in accordance with its terms, or any Lien granted pursuant thereto, or any Person (other than Buyer) shall contest the validity, enforceability, perfection or priority of any Lien granted purs... | Label: Enforceability |
fa0dcdb3-ea09-4174-8da2-11e14d7f4054 | Clause:
In the event of any change in the outstanding Shares of Common Stock by reason of any stock split, stock dividend or other non-recurring dividends or distributions, recapitalization, merger, consolidation, spin-off, combination, repurchase or exchange of stock, reorganization, liquidation, dissolution or other ... | Label: Adjustments |
16a182d4-02b1-4652-8fa8-4f542168dbcc | Clause:
Each party represents and warrants to the other that no broker, agent or finder negotiated or was instrumental in negotiating or consummating this First Amendment other than Hughes Marino, representing the Tenant and Jones Lang LaSalle, representing the Landlord (collectively, the " Brokers "), who shall be com... | Label: Brokers |
e81b0701-9477-4bfc-80ae-dec6fb5251ee | Clause:
Purchaser has the right, power, authority and capacity to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform its obligations under this Agreement. This Agreement constitutes the legal, valid and binding obligations of Purchaser, enforceable against Purchaser in... | Label: Authority |
74793903-2f7e-4e77-abf4-c6e418c263d1 | Clause:
Effective as of the date hereof (the “ First Amendment Effective Date ”), (a) the Existing Credit Agreement is hereby amended by this Amendment and for ease of reference restated (after giving effect to this Amendment) in the form of Appendix A hereto (the Existing Credit Agreement, as so amended by this Amendm... | Label: Amendments |
94935507-74f6-46f6-9946-cda0ad8486b0 | Clause:
The Seller agrees to take, or cause to be taken , from and after the Closing Date, such further actions to execute, deliver and file, or cause to be executed, delivered and filed, such further documents and instruments as may be necessary in order to fully effectuate the purposes, terms and conditions of this A... | Label: Further Assurances |
6d0197f1-7dc1-4333-8ced-06db2e8bf4b5 | Clause:
Seller acknowledges and agrees that (i) the covenants, obligations and agreements of the Seller contained in this Agreement relate to special, unique and extraordinary matters, (ii) 1347 Capital is and will be relying on such covenants in connection with entering into the Merger Agreement and the performance of... | Label: Specific Performance |
2e119e8c-7c5e-43dd-8970-eb88320f4d52 | Clause:
Each party shall bear its own fees, costs and expenses in connection with Dispute resolution.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizatio... | Label: Costs |
3f02dd6c-562c-4cfa-9d01-ba43f98ef65e | Clause:
During the Employment Term, the Executive will be entitled to paid vacation in accordance with the Company’s standard vacation accrual policies for its senior executive officers as in effect from time to time; provided that the Executive will during each calendar year be entitled to at least four weeks of such ... | Label: Vacations |
66aefdee-f9b8-4993-a4ac-ab84e627ede6 | Clause:
All payments to be made by any Guarantor pursuant to this Guaranty shall be made in Dollars, in immediately available funds to the Administrative Agent at the Principal Office, not later than 2:00 p.m. on the date of demand therefor.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Payments |
0f7a6119-165a-44cb-bc1e-e4b82a20d4ba | Clause:
A monthly salary of $20,833.33, payable semi-monthly in cash for so long as Executive is employed by the Company. This amount may be increased by the Company from time to time, but may not be decreased from this base level, or any future increased level, without Executive’s express written approval.
Task: Clas... | Label: Base Salary |
84f606f8-418e-4b2b-9717-1d33d2566c28 | Clause:
If necessary to enable any enforcement action undertaken by either Party, the Parties agree to be joined as parties to such enforcement action. Each Party agrees to cooperate reasonably in any action under this Article 7 which is controlled by the other Party, provided that the controlling party reimburses the ... | Label: Cooperation |
8d74b11a-12cc-4d13-9b3c-7d64be1e6562 | Clause:
The Plan shall become effective upon its adoption by the Board. Options and Stock Awards may be granted immediately thereafter; provided, that no Option may be exercised and no Stock Award may be granted under the Plan until it is approved by the stockholders of the Company, in the manner and to the extent requ... | Label: Effective Dates |
b50f80a3-3da5-4a38-8da9-0bf967533682 | Clause:
Subject to the terms and conditions set forth herein, the any Borrower may request the issuance of Letters of Credit denominated in Dollars or Alternative Currencies for such Borrower’s own account (or the account of any of its Restricted Subsidiaries), in a form reasonably acceptable to the Administrative Agen... | Label: General |
4fc0f028-1ca2-4abc-b8c2-5ec27e0d3e44 | Clause:
No event shall have occurred and be continuing or would result from the consummation of the transaction contemplated hereunder or under the Credit Documents that would constitute an Event of Default or a Default.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: No Defaults |
7fecb23a-8766-425c-b4af-b38174d38ac8 | Clause:
Except as would not, individually or in the aggregate, have a Material Adverse Effect (i) to the Knowledge of the Company, the Company and its subsidiaries own, free and clear of all Liens (other than licenses to Intellectual Property granted in the ordinary course of business), all worldwide intellectual and i... | Label: Intellectual Property |
d1d85f74-1b3d-4138-baa4-7bb7378230cb | Clause:
By execution below, the Transferor expressly acknowledges and consents to the pledge of the 2016-1 SUBI Certificate and the 2016-1 SUBI and the assignment of all rights and obligations of the Transferor related thereto by the Transferee to the Indenture Trustee pursuant to the Indenture for the benefit of the N... | Label: Agreements |
b5da61b5-976a-42a7-9a12-b4f88dc3e3e2 | Clause:
This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties; provided, however , that no amendment, modification or supplement shall be made to this Agreement that would adversely affect the rights of the Financing Sources as set forth in Section 8.3 , Section 9.... | Label: Amendments |
5ad2eb53-2a42-4148-918d-c634e4f4cdfa | Clause:
THIS RATIFICATION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW 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, Assigns,... | Label: Governing Laws |
e24faa3d-9f6d-43f7-a331-4d434ad22395 | Clause:
Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.6, such Purchaser will maintain the confidentiality of the ... | Label: Confidentiality |
1acac345-2d30-4ab0-a3a3-97e6e3ba11b5 | Clause:
This Note shall in all respects be governed and enforced by and construed in accordance with the laws of the State of Texas (without reference to the choice of law principles thereof), including, without limitation, matters of construction, validity and performance. All actions or proceedings arising in connect... | Label: Venues |
52afde9e-55a5-46ac-84e4-40ae8837f7ab | Clause:
Notwithstanding anything contained herein to the contrary, this Agreement shall terminate, and all rights and obligations hereunder shall cease, upon such time as there are no Registrable Securities, except for the provisions of Sections 5.8, 5.12, 5.13, 5.14, 5.15 and this Article 7, which shall survive such t... | Label: Terms |
0330f37b-2acb-46c1-9e8f-ee7324e60c9e | Clause:
All notices and other communications provided for hereunder shall be given in the form and manner provided in Section 10.02 of the Credit Agreement, and, if to Agent, shall be mailed, sent, or delivered to Agent in accordance with Section 10.02 in the Credit Agreement, if to Borrower, shall be mailed, sent, or ... | Label: Notices |
d83ce8f0-58f0-4cdf-b0a0-66f8b92fd73a | Clause:
Effective as of the Effective Date, the Company shall employ Executive for the period and in the position set forth in this Section 1 , and subject to the other terms and conditions herein provided.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: General |
ae9a8c24-e364-4ebd-bc2e-3c41b45c8e70 | Clause:
The term of Customer’s license of the Space from CoreSite Party, as defined in the applicable Order. Unless stated otherwise in the applicable Order, the Term is stated in months.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Terms |
64bc99b9-f88d-4a07-9f21-4ba3165e5a90 | Clause:
EMPLOYEE agrees that for a period of twelve (12) months immediately following the Effective Date of this Agreement, EMPLOYEE will not directly or indirectly solicit any of the COMPANY’S employees to leave their employment at the COMPANY. EMPLOYEE reaffirms the Non-Solicitation obligation contained in his EMPLOY... | Label: Cooperation |
26d28153-160b-4610-be54-342005c2f77c | Clause:
Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, which consent may be withheld in the other Party’s absolute discretion. A Stockholding Change will constitute an assignment of this Agreement by either Party for which assignment the oth... | Label: Assignments |
e8dd04b9-0dbb-47a2-81cf-4d9c8fcf264e | Clause:
The Company shall reimburse the Executive for all normal, usual and necessary expenses incurred by the Executive in furtherance of the business and affairs of the Company, including reasonable travel and entertainment, upon timely receipt by the Company of appropriate vouchers or other proof of the Executive's ... | Label: Expenses |
d1b67e3d-e945-4434-85de-bfbf65bea28d | Clause:
This Amendment may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together constitute one and the same instrument. This Amendment shall not be effective unless executed by the parties prior to March 31, 2016.
Task: Classify this clause into ONE of thes... | Label: Counterparts |
963781bd-667f-494e-b258-68178b236cd6 | Clause:
Your rights of indemnification under the Company’s organizational documents, any plan or agreement at law or otherwise and your rights thereunder to director’s and officer’s liability insurance coverage for, in both cases, actions as an officer of the Company shall survive your Separation from Service.
Task: C... | Label: Indemnifications |
59491ef5-5562-4d78-b237-58272f1e9c5f | Clause:
The Purchase Agreement and all other Transaction Documents (as defined in the Purchase Agreement) are hereby terminated with respect to the First Exchange Note, but remain in full force and effect with respect to the Second Exchange Note. All references in the Transaction Documents to the First Exchange Note sh... | Label: Terminations |
1657fd9f-538f-4d30-8f6a-bf307d48c147 | Clause:
The Administrator has the full power and the full responsibility to administer the Plan in all of its details, subject, however, to the requirements of ERISA. The Administrator is the agent for service of legal process for the Plan. In addition to the powers and authorities expressly conferred upon it in the Pl... | Label: Powers |
b96ec3db-2a17-47d1-9560-60adc8e69df8 | Clause:
In no event will Contractor be liable to the Company or any third party for any damages, including, but not limited to, service interruptions caused by acts of God, or any other circumstances beyond Contractor’s reasonable control; or any and all failures of any service provider, of any telecommunications carr... | Label: Indemnifications |
feac3923-931b-42d1-ab40-5a86c90f9547 | Clause:
(a) THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE T... | Label: Governing Laws |
fe90df12-598d-4b69-b01a-bd27b5f6a4a5 | Clause:
Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf, including execution of the other Financing Documents, and to exercise such powers as are delegated to the Administrative Agent b... | Label: Authority |
c944e0f9-131a-4ff7-b77c-db1b13609346 | Clause:
(a) Any and all payments by or on account of any obligation of the Borrowers any Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes except as required by applicable law; provided that if any Borrower shall be require... | Label: Taxes |
c9d1a2bc-7af0-4f28-85fc-e60f349f91cd | Clause:
Except as set forth on Schedule 3.09, each of the Parent, the Borrower and the Subsidiaries has filed all U.S. Federal income Tax returns and all other tax returns that are required to be filed by it and has paid all material Taxes due pursuant to such returns or pursuant to any assessment received by the Paren... | Label: Taxes |
cb7152c1-c842-42c9-b9a6-153f5b6e4f8c | Clause:
The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary o... | Label: Intellectual Property |
9a081f46-23c6-4c6a-8c02-fda002859f05 | Clause:
Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by any Party (whether by operation of Law or otherwise) without the prior written consent of the Company and the Requisite Consenting Noteholders, other than an assignment by a Commitment Party expressl... | Label: Assignments |
921afd13-6b1d-47bb-b427-5e0eb5129af2 | Clause:
Upon the death of the Executive, the Executive’s employment with the Company shall terminate.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizatio... | Label: Death |
2a2d3297-db64-4747-a13a-89e42490dbdb | Clause:
Seller and Guarantor, as applicable, will promptly, and in any event within ten (10) days after service of process on any of the following, give to Buyer notice of all litigation, actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are threatened or pending) o... | Label: Litigations |
c0ff4fb8-2a49-44ca-80c0-20ee089f6f2d | Clause:
Any waiver of any right or obligation under this Agreement shall be effective only if set forth in a writing duly executed by the Member against whom the waiver is to be enforced. No consent or waiver, express or implied, by any Member of any breach or default by any other Member in the performance by the other... | Label: Waivers |
0c476cb8-7672-4b83-a3ce-fdd2ef628407 | Clause:
Each Credit Party will, and will cause each of its Subsidiaries to, at all times preserve and keep in full force and effect its existence and all rights and franchises, licenses and permits material to its business, except to the extent permitted by Section 8.10 or not constituting an Asset Sale hereunder.
Tas... | Label: Existence |
ef9cd4e0-43f0-413f-a9e6-304a1e96c384 | Clause:
This Guaranty, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Guaranty and t... | Label: Integration |
fc23207e-15d1-44c8-9e35-22589dfa5729 | Clause:
Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of the Employee, mailed notices shall be ad... | Label: General |
0b262e68-cee5-4382-b2d7-151ad5b16ece | Clause:
Tenant hereby confirms that Landlord has fully performed all of its obligations under the Lease and agrees that as of the date hereof, there is no defense, setoff or counterclaim against Landlord or otherwise affecting Tenant’s obligations under the Lease. Other than as may be expressly provided in this Amendm... | Label: Binding Effects |
cca2b1fa-b9fd-4252-8f54-b9f5776d4120 | Clause:
At any time before the Closing, either Seller or Buyer may, in writing, (a) extend the time for the performance of any obligation or other acts of the other person, (b) waive any breaches or inaccuracies in the representations and warranties of the other person contained in this Agreement or in any document del... | Label: Waivers |
416f00fd-beda-430f-922f-0dad48fc0157 | Clause:
As used herein, the term “ Real Property Taxes ” shall include any form of assessment; real estate, general, special, ordinary, unforeseen or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against any le... | Label: Definitions |
48dfce97-b07a-4a9a-b7ca-c5edcf5feef1 | Clause:
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs (in the case of Executive) and permitted assigns. This Agreement is personal to Executive and neither this Agreement nor any rights hereunder may be assigned by Executive. No rights or obli... | Label: Assignments |
87cdedb4-e097-48f9-a605-747c4b0dc3f8 | Clause:
The provisions of this Mortgage shall be governed by and construed under the laws of the state in which the Mortgaged Property is located.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, ... | Label: Applicable Laws |
e62651b7-f8ae-4993-be7b-965da42ae145 | Clause:
Murphy USA, the Company 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 statements and other documents), that may be required under any applicable law, or th... | Label: Further Assurances |
bd856398-37ee-42d1-8e0d-7e36c5d1582a | Clause:
Executive shall serve as Chief Financial Officer and shall report directly to the Company’s President and Chief Executive Officer (“ CEO ”). Executive shall commence employment on December 29, 2015. Executive shall have the authority, and perform the duties customarily associated with his title and office toget... | Label: Duties |
115406f4-910b-4117-95f7-d256adfcf86f | Clause:
EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY PROCEEDINGS BROUGHT BY THE OTHER PARTY IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE TRANSACTION, THIS AGREEMENT, THE PROPERTY OR THE RELATIONSHIP OF BUYER AND SELLER HEREUNDER.
Task: Classify this clause into ONE of these types (exa... | Label: Waiver Of Jury Trials |
d7c3aeff-9bbc-46da-808c-7cde888d48a1 | Clause:
The closing (the “ Closing ”) of the purchase of the Shares by the Buyer shall occur at the offices of Katten Muchin Rosenman LLP, 525 W. Monroe Street, Chicago, IL 60661.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Closings |
f82f1097-3a2f-45e8-a9a2-d788cb220954 | Clause:
Parent and the Company shall indemnify Executive and hold Executive harmless to the fullest extent permitted by the laws of the Republic of Ireland and the State of Michigan, respectively, against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses, losses, and... | Label: Indemnifications |
16f8ad31-57c3-42e0-a9b7-14260064aea3 | Clause:
The Company and its Subsidiaries have insured their properties and assets against such risks and in such amounts as are customary for companies engaged in similar businesses. All premiums due and payable in respect of material insurance policies maintained by the Company and its Subsidiaries have been paid. The... | Label: Insurances |
dca2d6e0-3aae-4072-8870-207bf683df23 | Clause:
Except as otherwise required by law, all payments and obligations of the Company under Section (6) shall be conditioned upon the execution and delivery by Executive to the Company of a full and effective release by Executive of any and all claims he has or may have against any member of the AVANGRID Group and e... | Label: Releases |
978f2939-c0b8-4b55-8c9d-d4e669e02568 | Clause:
Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record... | Label: Further Assurances |
25222cd4-810a-43b7-a346-3229c75f23d2 | Clause:
Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transactio... | Label: Transactions With Affiliates |
d1e16684-ad78-4373-9c39-f5269d0784a2 | Clause:
Schedule 5.12 sets forth as of the Closing Date a true, complete and correct list of the Borrower and each Subsidiary of any Loan Party and (i) its jurisdiction of incorporation or organization and (ii) other than with respect to the Borrower, its ownership (by holder and percentage interest).
Task: Classify t... | Label: Organizations |
a573a339-03b0-4426-81c1-db8cec2c1199 | Clause:
No Party may assign its rights or obligations pursuant to this Amendment without the prior written consent of the other Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignment... | Label: Assignments |
c9d061dc-6513-40c5-b8c8-4542454e57c6 | Clause:
Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings given to them in the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignmen... | Label: Defined Terms |
aec80705-3f7f-4112-9249-d700550cec10 | Clause:
This Agreement constitutes the entire understanding and agreement between the parties and supersedes, cancels and replaces any prior understanding, agreement or statement of intent, in each case, written or oral, of any and every nature with respect thereto. In the event of any inconsistency between this Agreem... | Label: Entire Agreements |
bdc531da-c859-44e1-9d42-a8f0cac340a6 | Clause:
You will be eligible to participate in any and all benefit programs that the Company establishes and makes available to its employees from time to time, provided you meet the specific eligibility criteria as set forth in (and subject to all provisions of) the plan documents governing those programs. The benefit... | Label: Benefits |
555a32f2-227d-4f41-a5e5-073a6ccd32ce | Clause:
No delay on Subordinated Lender’s part in exercising any power of sale, lien, option or other right hereunder, and no notice or demand which may be given to or made upon Borrower by Subordinated Lender with respect to any power of sale, lien, option or other right hereunder, shall constitute a waiver thereof, o... | Label: Waivers |
961f6c52-5538-43ca-8ea1-42687bf8ecfe | Clause:
Each of the parties hereto agrees, at its own cost and expense, to execute and deliver, or to cause to be executed and delivered, all such instruments (including all necessary endorsements) and to take all such action as the other party may reasonably request in order to (i) effectuate the intent and purposes o... | Label: Further Assurances |
e2fd14c0-bf59-40ba-820e-f14a811dcd75 | Clause:
The Borrower shall, and shall cause each of the other Relevant Parties to, maintain its status for U.S. federal income tax purposes as represented in Section 4.11 and shall not recognize any transfer of an ownership interest in the Borrower if the direct owner is not a U.S. Person that is not a Tax Exempt Perso... | Label: Taxes |
296728c1-5198-4f31-98fd-d3133a113dd9 | Clause:
The Contractor agrees that he will not, during the Term or thereafter, divulge to anyone (other than the Company or any persons designated by the Company) any knowledge or information of any type whatsoever of a confidential nature relating to the business of the Company, including, without limitation, all type... | Label: Confidentiality |
116b7896-e0cb-4b88-8874-22fd7542e624 | Clause:
In addition to other remedies available in law or in equity, the Note shall be deemed and considered an irrevocable instrument for the payment of money only, enforceable on its face and by its terms in summary proceeding or, at the election of the holder thereof, a regular or other proceeding. Note holder shall... | Label: Enforcements |
de606bce-35d1-4387-8683-c62b190838e2 | Clause:
Unless specifically provided otherwise in the Award Agreement, if the employment of a Participant is terminated for any reason other than Cause, death, Disability or Retirement, all unvested Options held by the Participant on the date of termination shall terminate immediately and any vested Options shall remai... | Label: Death |
b5d6376c-bb94-47d4-ac0b-5d588efcaf2a | Clause:
In addition to the Base Salary and Incentive Compensation, the Employee will be entitled to such benefits as may be available from time to time for executives of the Employer similarly situated to the Employee or for Employee individually. All such benefits will be awarded and administered in accordance with t... | Label: Benefits |
6f703b18-598b-4f10-90bc-6b0eedaadf4e | Clause:
The Company may terminate your employment in accordance with applicable laws in the event that you shall be prevented, by illness, accident, disability or any other physical or mental condition (to be determined by means of a written opinion of a competent medical doctor chosen by mutual agreement of the Compan... | Label: Disability |
437cb439-ac30-490f-8d68-20b78b0bc3c0 | Clause:
This Agreement shall be interpreted and enforced in accordance with the internal laws, and not the law of conflicts, of the State of New York applicable to agreements made and to be performed in that State. The venue shall be in New York Courts in Westchester County without regard to conflict of law rules.
Tas... | Label: Governing Laws |
52f650f9-1c5c-4a59-b7ab-df6aa3643c80 | Clause:
Except as set forth on Schedule 3.1(d) , the execution, delivery and performance of each of the Transaction Documents, the PHMD APA and each PHMD Transaction Document by the Company and the consummation by the Company of the transactions contemplated thereby do not and will not (i) conflict with or violate any ... | Label: No Conflicts |
47f0edb0-376d-46c0-a17f-85c1d13263a3 | 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 his termination of employment but prior to the completion by the Company of all payment... | Label: Successors |
31ec6669-f0f3-48d2-a0ec-5682b32ce5c1 | Clause:
The initial term of this Agreement shall be one year from the date first noted above, unless such term is terminated earlier pursuant to paragraph 12 below (the “Term”). The Agreement shall automatically renew for successive one-year renewal.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Terms |
41f93328-07c2-4504-b28f-370b92eb6168 | Clause:
(a)(i) In any threatened, pending or completed action, suit, or proceeding to which the Advisor or another Advisor Party was or is a party or is threatened to be made a party arising out of or in connection with this Agreement or the management of the Partnership’s assets by the Advisor or the offering and sale... | Label: Indemnifications |
1058cd3f-102f-46df-a668-f736f63e4329 | Clause:
The Executive shall have such duties and responsibilities during the Term as specified by the Chief Executive Officer of the Company, to whom the Executive shall directly report and who shall supervise the Executive’s work on a regular basis (the “Direct Supervisor”). These duties and responsibilities may be mo... | Label: Duties |
a83cc753-0301-487b-a632-86157b8d4dd0 | Clause:
The Corporation expressly confirms and agrees that it has entered into this Agreement in order to induce Indemnitee to continue to serve as a director and/or officer of the Corporation and acknowledges that Indemnitee is relying upon this Agreement in continuing in such capacity.
Task: Classify this clause int... | Label: Enforcements |
06626ebe-22ae-4ad2-b609-07c4246fb001 | Clause:
To the extent that applicable laws impose duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, each Pledgor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent (i) to fail to incur expenses reasonably deemed significant by the Collateral ... | Label: Remedies |
d98c7bb2-0ad5-445b-8e62-d5b4a6f7852f | Clause:
If, as a result of any WFM audit there is evidence that WFM was overcharged or did not receive any amount due, then UNFI will promptly pay WFM the amount thereof. In addition, UNFI will promptly pay a [*CONFIDENTIAL*]. If the amount payable to WFM exceeds 2% of the aggregate amount that WFM should have been cha... | Label: Payments |
79a19bef-0714-43f2-b5dc-4940e7102951 | Clause:
The authorized capital stock of Fin consists of 300,000,000 shares of common stock, par value $0.0001 per share, of which 90,000,000 shares are presently issued and outstanding. Such shares of common stock are owned of record and beneficially by the Fin Shareholders and in the amounts reflected in Schedule A. F... | Label: Capitalization |
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