id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
bd3fc611-f830-4cee-94ea-2c8bb2ab80c3 | Clause:
The Employer may assign its rights under this Agreement to any entity that expressly in writing assumes the Employer’s obligations hereunder in connection with any sale or transfer of all or substantially all of the Company’s assets to such entity.
Task: Classify this clause into ONE of these types (exactly on... | Label: Assignments |
15eb65a9-6b49-4652-ae34-511ec85cb02c | Clause:
The Corporation does not maintain any insurance policies.
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 E... | Label: Insurances |
e233bac3-dafb-4c61-a08a-9e00052fee3f | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural Person, a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person, a Defaulting Lender... | Label: Participations |
c783d86a-725e-4e3a-8e47-f09265118b61 | Clause:
This Agreement shall inure to the benefit of and be binding upon the Corporation, the Partnership and their successors and assigns, and upon the Executive and Executive’s heirs, executors, administrators and legal representatives. The Corporation and the Partnership will require any successor or assign to all o... | Label: Assignments |
affbd0dd-af24-4605-a86a-c888d2e37cda | Clause:
EACH BORROWER AND EACH OTHER LOAN PARTY 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, THE L/C-BA ISSUER, OR ANY... | Label: Submission To Jurisdiction |
82bc1f52-d896-4213-b307-c963fc2e83a1 | Clause:
Capitalized terms used but not defined herein shall have the meanings given or given by reference to them in the Security Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Defined Terms |
e5c354fa-77a6-4234-b562-1e903c1c34a8 | Clause:
No delay or omission on part of the holder of this Note in exercising any right hereunder shall operate as a waiver of any such right or of any other right of such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasi... | Label: Remedies |
08ad2880-64b3-4ec7-9004-32ed347c5bc7 | Clause:
Except for (a) compliance with and filings under the HSR Act, (b) the Required Approvals and the approvals required by the Commission in connection with any registration statement filed under the Investor Rights Agreement, and (c) any approvals of Governmental Authorities required in connection with the Delta D... | Label: Consents |
91cfd88e-6177-426f-a9c9-726e90d3fc89 | Clause:
This Agreement and the other Loan Documents executed and delivered contemporaneously herewith, together with the exhibits attached hereto and thereto, constitute the entire understanding of the parties with respect to the subject matter hereof, and any other prior or contemporaneous agreements, whether written ... | Label: Entire Agreements |
a07dc316-586d-4e0e-9038-c3b6bc9a6704 | Clause:
The Board originally adopted the Plan with stockholder approval in May 2006. The Board subsequently amended the Plan from time to time, with stockholder approval, to increase the number of Shares authorized for issuance under the Plan to 3,058,734. On March 23, 2016, the Board amended the Plan, subject to stock... | Label: Effective Dates |
b01a8082-b99e-4a70-8041-bf47bca2b51f | Clause:
Magnum hereby agrees to employ Executive, and Executive hereby agrees to accept employment with Magnum, upon the terms and conditions contained in this Agreement. The employment of the Executive by Magnum pursuant to this Agreement shall be for a period beginning on the Effective Date and continuing until Execu... | Label: Employment |
ddf6bab2-ad1e-433f-9962-898433e3e3ca | Clause:
The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the Administrative Agent, the L/C Issuers and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all th... | Label: Survival |
406e8a3f-c211-4ec2-bae5-4a55adfaf52b | Clause:
Unless expressly set forth in a document signed by both parties, the restrictive covenants set forth herein shall survive the termination of this Agreement and the termination of Executive’s employment for any reason, voluntary or involuntary. Executive’s obligations hereunder are independent of Executive’s em... | Label: Survival |
ed6b85b8-689b-4d38-b289-4eb404b6def2 | Clause:
In case any provision contained herein (or part thereof) shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or other unenforceability shall not affect any other provision (or the remaining part of the affected provision) hereof; but this Note shall... | Label: Severability |
a7b937dc-d4a4-485f-815a-46406e44772a | Clause:
This Agreement, the rights of the Parties and all claims arising under or in connection herewith, will be governed by and interpreted in accordance with the domestic substantive laws of the State of Arizona, without regard to any choice or conflict of law principles that would cause the application of the laws ... | Label: Governing Laws |
d86de721-eeb4-4a81-8532-b3f649b3da32 | Clause:
This Agreement (and any claims or disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of either Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed... | Label: Governing Laws |
3d4c62ba-66eb-4a6e-9189-7791dde1deb8 | Clause:
Time is of the essence in each of the Loan Documents. Subject to the limitations on recourse set forth in the Note, the remedies of Mortgagee as provided herein or in any other Loan Document or at law or in equity shall be cumulative and concurrent, and may be pursued singly, successively, or together at the so... | Label: Miscellaneous |
a6313675-6613-4394-91fb-42e056b291ad | Clause:
The Award is subject to all the terms and conditions of the Tyson Foods, Inc. 2000 Stock Incentive Plan (the “Plan”). Unless otherwise defined herein, all capitalized terms in this Restricted Stock Incentive Award Agreement (the “Award Agreement”) shall have the meaning stated in the Plan. Please see the Plan d... | Label: Terms |
f1baa1fc-017e-4f77-8f09-6022e8e7f52f | Clause:
The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware (without regard to any choice of law provision that might refer interpretation of the Plan to the substantive law of another jurisdiction... | Label: Governing Laws |
16451ac3-ecc9-4dad-a677-86bd83db27d5 | Clause:
The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings necessary to perfect Liens created pursuant to the Loan Documents and (iii... | Label: No Conflicts |
0cd206ba-8789-4610-b96a-5d11e125dd4d | Clause:
Each of QCP and its Restricted Subsidiaries are each in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good... | Label: Compliance With Laws |
76b3a9b9-b72d-4ff1-82b1-e6f9625126af | Clause:
This Agreement shall be subject to the provisions of Sections 11(a) and 11(i) of the Employment 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, Authority,... | Label: Governing Laws |
dcb61940-0651-4987-9290-05b0ce1b32af | Clause:
Unless otherwise stated herein, this Agreement and the COC Agreement represent Executive’s entire understanding with the Company on the subjects covered therein, and supersede any prior understandings or agreements. This Agreement may be changed only by a written agreement signed by the Company and Executive. ... | Label: Miscellaneous |
0b63a518-d22c-4ff7-996f-eb47b2e1f965 | Clause:
As of the Execution Date, Schedule 6 sets forth, for each Grantor, a true and accurate list of: (a) all registrations and applications for registration of any United States Copyright owned by such Grantor; (b) all United States Patents, and applications for Patents owned by such Grantor; and (c) all registratio... | Label: Intellectual Property |
d09efb48-619a-4e03-97c4-8109a917917a | Clause:
I agree that I do not rely, and have not relied, upon any representation or statement not set forth herein by CDK or any of CDK’s agents, representatives, or attorneys, and that this Agreement may be changed only by a subsequent agreement in writing signed by both parties. I understand that I may have an existi... | Label: Entire Agreements |
ad0479e4-5af1-4f7a-8826-3a29582bfe3c | Clause:
In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 3.03) in respect of any payment hereunder, the Borrower agrees that (a) in the event a payment in respect of any obligation of the Borrower shall be made by any Guarantor under thi... | Label: Indemnity |
03b8a60a-1bca-44d4-9d24-27415f6f2d82 | Clause:
The Company will fully indemnify and hold harmless Mr. Bennett from any liability arising out of or related to his engagement as CEO to the same extent as an employee serving in the capacity of the Company’s CEO & President, except those that are directly or indirectly attributable to the willful misconduct or ... | Label: Indemnifications |
8519a209-e382-49f0-bea9-4a94c78f7723 | Clause:
Any difference, claims or matters in dispute arising between Employee and the COMPANY out of this Agreement or connected with Employee’s employment with the COMPANY or separation of such employment shall be brought before the United States District Court for the District of Colorado (or should such court lack j... | Label: Enforcements |
12a3db2f-84e7-4f47-9412-506ba9363fa3 | Clause:
Without the prior written consent of Lender, except as permitted in the Loan Documents, Borrower shall not assign Borrower's interest under any of the Loan Documents, or in any monies due or to become due thereunder, and any assignment without such consent shall be void. In this regard, Borrower acknowledges th... | Label: Assignments |
025bdfc4-1dc5-477b-a51c-d00c8077a83f | Clause:
All of the direct and indirect subsidiaries of the Company are set forth on Schedule 4.1(a) . The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidi... | Label: Subsidiaries |
21767372-22b1-4900-9a7d-e68e9e529fd5 | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the principles of conflicts of laws. Any judicial action commenced relating in any way to this Agreement including the enforcement, interpretation or performance of this Agree... | Label: Governing Laws |
e91815c0-d145-41a1-8688-af748d93a4e8 | Clause:
The respective agreements, representations, warranties, indemnities and other statements of the Partnership Parties or their officers and of each Manager set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by any Manager or any Partnership P... | Label: Representations |
d0fbc784-7b78-4e96-b18a-bc6b4aa04849 | Clause:
It is solvent and will not become insolvent as a result of the sale of the Class C Re-REMIC Security. The Seller is not selling the Class C Re-REMIC Security with the intent to hinder, delay or defraud any of the Seller’s creditors.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Solvency |
16566037-bf56-473a-83ef-168cf012642e | Clause:
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, ... | Label: Notices |
81c1264b-19cb-4553-ad11-70c8db925688 | Clause:
The Borrower and each other Loan Party agrees to take any further action that is reasonably requested by Administrative Agent to effect the purposes of this Agreement and the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Further Assurances |
ec8c3afe-672a-41e6-8b0c-968c923163d4 | Clause:
All notices and other communications given in connection with this Agreement shall be in writing and shall be given by personal delivery, by telecopier or similar facsimile means, by electronic mail, by overnight U.S. mail, return receipt requested and postage prepaid, or by express courier or recognized overni... | Label: Notices |
af421cf9-53ee-498c-898c-8f40fdec86d4 | Clause:
EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ... | Label: Submission To Jurisdiction |
f2df0c19-33a0-4b03-aece-ed6c4638e477 | Clause:
Since June 30, 2015, the Company has filed all reports, schedules, forms, 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 all exhibits included therein and financial statements ... | Label: Financial Statements |
a9875aed-9146-4006-a6ea-4a3194ec8e18 | Clause:
Mortgagor shall (1) maintain or cause to be maintained in full force and effect all policies of insurance of any kind with respect to the Mortgaged Property (including, without limitation, policies of fire, theft, public liability, property damage, other casualty, and business interruption) with financially sou... | Label: Insurances |
ea76be79-9381-440c-93d4-5c5033c446e4 | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from... | Label: Participations |
5245658b-5034-4314-a43f-26550a80aec2 | Clause:
Subject to the provisions of Article III , in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any Ancillary Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific performance and i... | Label: Specific Performance |
9b4e7dc9-ed70-4618-adbe-23f7550d3085 | Clause:
Subject to Section 9.3(f)(iii) , each Tag-along Member shall take all actions as may be reasonably necessary to consummate the Tag-along Sale, including, without limitation, entering into agreements and delivering certificates and instruments (including instruments of transfer duly executed in blank), in each c... | Label: Cooperation |
7eb72a39-99a0-4305-aeeb-6be0d0a7affe | Clause:
The provisions of Section 11.11.1 [GOVERNING LAW] of the Credit Agreement are hereby incorporated, mutatis mutandis , by reference as if such sections were set forth in full herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Governing Laws |
380c53e6-27f9-4170-bf03-8058579832e0 | Clause:
The parties hereto hereby waive the five (5) Business Day requirement set forth in Section 2.2(a) and the six (6) Business Day requirement set forth in Section 3.3(f) solely in respect of the Borrowing to occur on the date hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Waivers |
f6ca6f9e-3ea8-4d6e-aba4-0a8cc34cfb3d | Clause:
The Company will not effect any transaction that would result in an adjustment to the Conversion Rate, or would result in an Ex-Dividend Date, occurring at any time on or after the Issue Date and on or before the Reset Date (excluding the adjustment to the Conversion Rate occurring on the Reset Date pursuant to... | Label: Adjustments |
fb85462d-9bf1-4829-9ba4-08ced99e20e1 | Clause:
Borrower is duly organized, validly existing and in good standing with full power and authority to own its assets and conduct its business, and is duly qualified in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification, except where the fail... | Label: Organizations |
235a9450-4c40-4e84-b214-19f205c38b90 | Clause:
No action, consent or approval of, registration or filing with or any other action by any Governmental Authority (in its regulatory or legislative capacity and not as owner, manager or lessor of any arena, practice facility or other property used by the Borrower) or other governing body under the NBA Constituti... | Label: Approvals |
00ac7ceb-2ff4-4260-80ae-5cbf0e04697c | Clause:
The exercise of the Option and the issuance and transfer of shares of Common Stock shall be subject to compliance by the Company and the Director with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company's shares of Comm... | Label: Compliance With Laws |
0e7dff9e-6ed7-4383-8e4a-2cfc40cf8af1 | Clause:
The date and time of the closing (the “ Closing ”) shall be 10:00 a.m., New York City time, on the date hereof (or such other date and time as is mutually agreed to by the Company and each Buyer) after notification of satisfaction (or waiver) of the conditions to the Closing set forth in Sections 6 and 7 below ... | Label: Closings |
ea7c8ed5-7ec9-4f72-8e06-b2da563c0691 | Clause:
The Plan and any Award Agreements shall be governed by, and construed in accordance with, the laws of the state of Delaware, without reference to principles of conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Governing Laws |
d599e4b5-f10e-4f15-8c9e-c2b6cfef342c | Clause:
The obligations of the parties under this Article 4 shall survive the Closing.
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... | Label: Survival |
feda4625-1af6-4cd8-af22-47debfd19d01 | Clause:
The Company or one of its Subsidiaries shall require the Associate to remit to the Company an amount in cash sufficient to satisfy any applicable U.S. federal, state and local and non-U.S. tax withholding obligations that may arise in connection with the vesting of the Restricted Stock Units and the related iss... | Label: Withholdings |
b5160c42-ff7b-4017-995d-32e452ca96d6 | Clause:
This Amendment shall be governed by and construed in accordance with the law governing 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, Authority, Auth... | Label: Applicable Laws |
97310e92-7b5f-4731-aa7a-96b9f39a4700 | Clause:
Subject to the terms and conditions of this Agreement, from time to time, at the request of any Party and without additional consideration, each other Party shall execute and deliver to such requesting Party such documents and take such other action as such requesting Party may reasonably request in order to co... | Label: Further Assurances |
47281eed-c819-4281-916d-ba266b6e325c | Clause:
Any agreement on the part of a party hereto to (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto or (c) waive compliance with ... | Label: Waivers |
fd16627a-b4dd-4e84-ad66-1d30ac6459d6 | Clause:
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
Task: Classify this clause into ONE of these t... | Label: Entire Agreements |
e6471385-e6bb-4c93-8e02-9515c7384eff | Clause:
The covenants, representations and warranties made by each Seller and the Parent Company in connection with this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions described herein, it being agreed and understood that each of such covenants, representat... | Label: Survival |
cd496231-c248-4f06-b647-1ca48d27932c | Clause:
THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE COMMONWEALTH OF PENNSYLVANIA SITTING IN ALLEGHENY COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA, AND ANY APPELLATE COURT FROM ANY THE... | Label: Submission To Jurisdiction |
5c16aaf7-4dcd-46c7-ad91-4db2c778922e | Clause:
This Lease may be executed in any number of counterparts, which when taken together shall constitute one complete document.
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: Counterparts |
88479d85-7c92-4544-bb4b-0973ae1d8bb1 | Clause:
All notices to be given under this Note shall be given in the same manner as provided in the Mortgage.
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, Aut... | Label: Notices |
31154812-136a-4976-928f-2d2be4f9b8e3 | Clause:
Executive’s employment shall be governed by the terms and conditions of this Agreement for a period beginning on the Agreement Date and ending on May 31, 2019 (the “Term”). Beginning on June 1, 2019, and on each subsequent June 1 thereafter, the Term shall, without further action by Executive or the Company, be... | Label: Terms |
b17c21dc-2b63-4a82-a40f-9ad70f60f225 | Clause:
The Seller is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Georgia, has all requisite power to own, lease and operate its properties and to carry on its business as now being conducted, and is licensed or qualified to do business in each jurisd... | Label: Organizations |
6ee3636c-cb5f-42ec-96a2-8f69e02ea783 | Clause:
Payment and provision of the benefits described in Sections 6(b) and 6(c) of this Agreement (the “ Severance Payments ”) are subject to Executive’s execution and delivery to NBTB of a Separation Agreement and Release, in substantially the form attached hereto as Exhibit A (the “ Release ”), which shall be incor... | Label: Releases |
a3f70639-e227-4a8c-977b-8f727445a855 | Clause:
All required tax returns or federal, state, county, municipal, local, foreign and other taxes and assessments have been properly prepared and filed by MBM Cleaners for all years for which such returns are due unless an extension for filing any such return has been properly prepared and filed. Any and all feder... | Label: Taxes |
ca8de5f4-92fd-45e8-b860-a943570c8aff | Clause:
The Participant hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to take such steps as may be necessary to carry out any of the transactions contemplated by this Agreement, including without limitation the transfer of the shares to the Company upon thei... | Label: Authorizations |
17afee52-6658-40bc-b401-9a10ac33207d | Clause:
Any Funding Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent and Paying Agent. In lieu of delivering a Notice, Company may give Administrative Agent and Paying Agent telephonic notice by the required time of any proposed funding or conversion/continuation, as the ... | Label: Notices |
ba7b190b-690e-4ab6-9a6f-57b1a8b4333d | Clause:
The provisions of this Agreement are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in a... | Label: Severability |
a5d17ff6-25f5-4b18-950d-7a5224f75a46 | Clause:
During the Employment Term and for the 12 months thereafter, Executive will not, and will cause his relatives, agents, and representatives to not, knowingly disparage, criticize, or otherwise make any derogatory statements regarding the Company, its directors, or its officers, and the Company will not knowingly... | Label: Non-Disparagement |
ee10f385-92b8-4d7d-bb4d-96450cdfe5c7 | Clause:
If the Revolving Loan Commitment is increased in accordance with this Section 2.1(f), the Administrative Agent and the Borrowers shall determine the effective date, which must be prior to the Maturity Date (the “ Increase Effective Date ”), and the final allocation of such increase. Any increase in the Letter o... | Label: Effective Dates |
1499f7fa-c35e-49bd-8953-8578f08f6014 | Clause:
Each Acquired Company has performed all material obligations required to be performed by it under each Acquired Company Employee Plan and is not in material default or violation of, and no Acquired Company has Knowledge of any material default or violation by any other party to, the terms of any Acquired Compan... | Label: No Defaults |
0f502652-c220-4903-86f0-ed2d3fcab0f9 | Clause:
Except as otherwise expressly provided in this Agreement or any Ancillary Document, whether or not the transactions contemplated hereby are consummated, each Party will pay its own costs and expenses incurred in anticipation of, relating to and in connection with the negotiation and execution of this Agreement ... | Label: Expenses |
1f5a87dd-4628-41e9-af9a-69005e6e7bcf | Clause:
The rights and obligations under Sections 4 , 5 , 6 , 7 , 8 and 9 will survive the 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, Arbitration, Assignments... | Label: Survival |
8ab8c34e-9ed2-4ff0-9bc8-1df457c46ab5 | Clause:
Grantee, if such person is an officer, director or owner of greater than 5% of the Common Stock of the Company at such time (including, for purposes of determining stock ownership, shares of Common Stock issuable upon exercise of options or warrants, or conversion of securities convertible into shares of Common... | Label: Agreements |
51d64578-b3b9-42dd-ab20-d44beb94412a | Clause:
The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents by the Company, the issuance and sale of the Securities and the consummation by the Company of the other transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any ... | Label: No Conflicts |
8ab688fd-2fee-42d0-ae28-361f9fd5e5d2 | Clause:
THIS AMENDMENT NO. 3 AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Applicable Laws |
cc635331-f187-477c-a9a2-7d74542c82fd | Clause:
If any federal, foreign, state or local jurisdiction requires the Company to withhold taxes or other amounts with respect to any Member’s allocable share of taxable income or any items thereof, or with respect to distributions, the Company shall withhold from distributions or other amounts then due to such Memb... | Label: Withholdings |
44fdb2c4-0d8e-4706-9c32-3a6609fab46d | Clause:
The confidentiality and nondisclosure obligations of this Article VI shall survive the expiration or termination of this Agreement for a period of 20 years from the Effective Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Survival |
d677669c-c12e-4eb2-9b25-188c6abc7859 | Clause:
This Agreement constitutes the entire agreement between you and the Company. This Agreement supersedes any previous agreements or understandings between you and the Company, except the CIIA and any other obligations specifically preserved in this Agreement.
Task: Classify this clause into ONE of these types (... | Label: Entire Agreements |
725f876b-5fc2-4232-991a-bee7eab61823 | Clause:
The invalidity or unenforceability of any provision of this Agreement shall in no way affect the validity or enforceability of any other provision. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted by app... | Label: Severability |
4b7d6a68-f62e-447b-ac86-2cc5f34d7aa0 | Clause:
The provisions of the Plan shall be construed and interpreted according to the laws of the Commonwealth of Pennsylvania, without regard to the conflicts of law provisions thereof, except as preempted by Federal law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Governing Laws |
d2c2885d-7a3f-4907-b4c4-879ff8b43cb6 | Clause:
The Plan shall become effective on the date shareholder approval is obtained as provided in Section 6.1 (the “ Effective Date ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignmen... | Label: Effective Dates |
c07fe21b-6dc1-42b9-9b4b-1e5c4df66ead | Clause:
From and after the date of this Agreement, upon the request of the Purchasers or the Company, the Company and each Purchaser shall execute and deliver such instruments, documents and other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purpos... | Label: Further Assurances |
18dcfb57-d1a7-4cf4-8c18-888ec7b035d8 | Clause:
The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the business in which the Company is engaged, including, but not limited to, directors and officers insurance. The Company does not have any reason to belie... | Label: Insurances |
c2d0145f-acea-413c-9a9d-60f08c0925a8 | Clause:
This Waiver, from and after the date hereof, embodies the entire agreement and understanding between the parties hereto and supersedes and has merged into this Waiver all prior oral and written agreements on the same subjects by and between the parties hereto with the effect that this Waiver, shall control with... | Label: Integration |
58cbe8ec-3e0b-48e4-9fcb-84c39de277fa | Clause:
The Administrative Agent shall have received counterparts hereof duly executed by the Borrower and the Lenders, which may be delivered by the means described in Section 7.3 (or, in the case of any party as to which an executed counterpart shall not have been received, email, facsimile, or other written or elect... | Label: Counterparts |
748a5571-7b37-4cfb-aa65-e143e24a2279 | Clause:
Seller shall not enter into any transaction, including, without limitation, the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service with any Affiliate (other than service agreements with a wholly-owned Subsidiary) unless such transaction is (i) not otherwise proh... | Label: Transactions With Affiliates |
18a0fe45-616d-4362-bc10-f6173d91de7b | Clause:
The Lenders agree to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower), ratably according to the respective amounts of their Commitments (or, if the Commitments have expired or terminated, the amount of their outstanding Advances), from and against any and all liabilities, obliga... | Label: Indemnifications |
d239dbac-34ae-4e06-b269-07362589f9c1 | Clause:
This Agreement shall be deemed to have been executed and delivered when it shall have been executed by the Company and the Agent and when the Agent shall have been notified by each Bank that such Bank has executed it and thereafter shall be binding upon and inure to the benefit of the Company, the Agent and eac... | Label: Binding Effects |
c882e9f1-4139-4f45-a980-50c76efc6d44 | Clause:
This Supplement, together with the Trust Agreement, embodies the entire agreement and understandings among the Owner Participant, the SUBI Owner Participant and the UTI Trustee with respect to SUBI Portfolio. The Trust Agreement, as supplemented by this Supplement, remains in full force and effect.
Task: Class... | Label: Entire Agreements |
8f98880f-56ae-4a9f-9036-c926b42a3fc8 | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof that would result in the application of the laws of another jurisdiction. Each of the Parties hereto irrevocably agrees that any legal ... | Label: Applicable Laws |
ef0c9270-1464-4009-b09d-16ba9fa151ca | Clause:
This Agreement may be executed in any number of counterparts and by different Parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original (whether such counterpart is originally executed or an electronic copy of an original) and all of which when taken together shal... | Label: Counterparts |
b88db904-08e7-4b03-9b30-eff70842ae29 | Clause:
The Subordinated Debtors agree to reimburse the Administrative Agent and the Senior Lenders for their reasonable and documented out-of-pocket expenses incurred hereunder or in connection herewith to the extent provided in Section 9.03 of the Credit Agreement; provided that each reference therein to “the Borrowe... | Label: Expenses |
b9f7501f-a720-42bb-9cc5-7ddf8269a4bc | Clause:
Assuming the accuracy of the representations and warranties of the Purchaser in Section 4, other than as contemplated in this Agreement, none of the execution, delivery or performance of this Agreement by the Company, the consummation by the Seller of the Acquisition or any other transaction contemplated by thi... | Label: Consents |
755b0120-4724-477c-83df-58915ef4e33e | Clause:
(a) Interest, fees and commissions payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to (i) ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate and (ii) Loans denominated in Sterling, the interest th... | Label: Fees |
68b68d7e-7efc-4460-8701-d9e8ddfd847a | Clause:
The Performance Shares are not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance t... | Label: Taxes |
7a881ebb-efc6-41a6-95a1-d5c620838b9d | Clause:
Notwithstanding anything to the contrary contained herein, the liability and obligations of the Borrower under Section 13.3 shall survive the discharge, satisfaction or assignment of this Agreement and the payment in full of all of the Obligations, unless such liability and obligations are terminated with expre... | Label: Survival |
3b8b7300-05e7-4afc-807f-78634da2e99e | Clause:
The Pledgor is duly organized and validly existing as a corporation (or other business organization) under the laws of Cayman Islands.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Organizations |
95202901-f6ab-42aa-bdc7-bcda3ed9dcb1 | Clause:
This Agreement may be executed in counterparts (including by way of facsimile) and all of such counterparts taken together shall be deemed to constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Counterparts |
f4a657eb-78c1-4777-a9fb-b47d3893b96f | Clause:
Except as set forth on Schedule 3.1(j) , 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, arbitrator, governme... | Label: Litigations |
124df5a6-f49a-4af0-b62a-254d290f6e09 | Clause:
This Agreement constitutes the entire agreement between the parties hereto respecting the subject matter hereof and supersedes all prior agreements, negotiations, understandings, representations and statements respecting the subject matter hereof, whether written or oral. No modification, alteration, waiver or ... | Label: Entire Agreements |
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