id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
e3d62a82-e2c3-4de5-932c-ed3c333a9646 | Clause:
Each Participant shall be entitled to receive a retainer with respect to each Board term, beginning the day of each annual stockholders’ meeting and ending the day before the succeeding annual stockholders’ meeting (the “Plan Year”) in an amount determined from time to time by the Board or its delegate. Retaine... | Label: General |
fb800ad7-a975-411d-b6b7-b42d77e393e2 | Clause:
Subject to the provisions of Sections 5 and 6 of this Agreement, the RSUs shall cease to be restricted and shall become non-forfeitable (thereafter being referred to as “ Vested RSUs ”) in [equal] installments on [each of] ([each a] “ Vesting Date ”).
Task: Classify this claus... | Label: Vesting |
f39d3877-27c5-4479-bb8f-aad97db59473 | Clause:
If you die before the Payment Date, the representative of your estate will, on the relevant Payment Date, be paid the Payment Amount and Dividend Equivalent Payments that would have otherwise been payable pursuant to Paragraph 6, after such documentation as may be requested by the Committee is provided to the C... | Label: Death |
6560ef88-ba64-4081-9bcc-38bf6ffd2c93 | Clause:
Except as otherwise expressly provided herein or in the Ancillary Documents, (a) the Permal Contributor shall be responsible and bear all costs and expenses incurred by Permal Contributor, Permal Contributed Entities and the Company incident to this Agreement, the Ancillary Documents and the Transactions (inclu... | Label: Expenses |
145c9390-dd3f-4773-8fad-2e7fb0af646a | Clause:
Capitalized terms that are not defined herein shall have the meanings given to such terms in the RSU Agreement and the Plan, respectively.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, ... | Label: Definitions |
abd060ef-e93f-4cc5-8d5e-fa3ae12dc9f0 | Clause:
This Agreement, the Preamble and all the Exhibits and Schedules attached to this Agreement (all of which shall be deemed incorporated in the Agreement and made a part hereof), set forth the entire understanding of the Stockholders with respect to the subject matter hereof and supersedes all prior agreements, un... | Label: Entire Agreements |
3d789041-dc47-4832-baa2-e5e1083b6c13 | Clause:
The “Effective Date” of this Agreement shall be the date on which the revocation period described in Section (g)(v) below expires, provided that I have not revoked this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Effective Dates |
3cfb20bb-2d7b-49a2-90e1-470f7021326b | Clause:
Any provision of this Agreement may be amended, modified, supplemented or waived if, but only if, such amendment, modification, supplement or waiver is in writing and is signed by each of API, the Borrower and the Required Banks (and, if the rights or duties of the Administrative Agent are affected thereby, by ... | Label: Amendments |
50b8fe18-8ea7-48da-ae80-17e44f1b3571 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of the Agreement, including the schedules and exhibits attached hereto, shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflicts o... | Label: Governing Laws |
0657cc47-a40d-465d-903e-e06dd15b6abc | Clause:
As a condition to the (a) vesting of the RSUs or (b) distribution of shares of Common Stock to the Participant, in both instances, as applicable, the Participant shall be required to pay in cash, or to make other arrangements satisfactory to the Company, the minimum amount sufficient to satisfy any federal, pro... | Label: General |
fe7d0f88-35ea-4834-87be-1f9451fd8b64 | Clause:
There are no actions or proceedings pending or, to the knowledge of any Responsible Officer, threatened in writing by or against Borrower or any of its Subsidiaries involving more than, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000).
Task: Classify this clause into ONE of these... | Label: Litigations |
c9122186-10f4-476a-8968-64ed50a4860d | Clause:
Each of the Parties shall hold, and shall cause its representatives to hold, in confidence all documents and information furnished to it by or on behalf of the other Parties in connection with the transactions contemplated hereby pursuant to the terms of the Mutual Confidentiality and Non-Disclosure Agreement d... | Label: Confidentiality |
31ec59eb-c97d-472a-9cf3-35d248c21c6a | Clause:
Except as otherwise provided herein or as specifically provided otherwise in any other Transaction Document with respect thereto, no amendment, waiver, consent, modification or termination of any provision of any Transaction Document shall be effective unless signed by (i) before Closing, each of the parties th... | Label: Amendments |
e3b0fb70-ead4-477d-840f-2f85d1806158 | Clause:
Any indemnification or other protection provided to any Indemnitee pursuant to any Loan Document (including pursuant to Section 2.11 , Article VIII , Section 10.3 , Section 10.4 or this Section 10.5 ) and all representations and warranties made in any Loan Document shall (a) survive the payment in full of other... | Label: Survival |
68e489a2-b8bc-420c-882a-c85f74f4068c | Clause:
In the Program (а) the words “herein,” “hereof” and “hereunder” refer to the Program as а whole and not to any particular Article, Section or other subdivision, (b) reference to any Article or Section, means such Article or Section hereof and (c) the words “including” (and with correlative meaning “include”) me... | Label: Interpretations |
ad2249dd-a2a3-45cd-9d8b-85cbd0148030 | Clause:
Except as set forth on Schedule 4 , the Corporation hereby makes the representations and warranties contained in this Section 4 to the Investors. The information contained on Schedule 4 shall be deemed to be representations and warranties of the Corporation and shall make explicit reference to the particular re... | Label: Representations |
f5b062c5-5df3-4cfa-8a96-2304c91720ac | Clause:
The terms and conditions set forth in this Agreement shall become effective as of the Closing Date and shall continue in effect until all the Registrable Shares have either ceased to be Registrable Shares or ceased to be held by the Sellers, except for the provisions of Section 2.04, Section 2.07 and all of thi... | Label: Effectiveness |
5bcb0ec8-e657-4391-b426-85a64b4174fd | Clause:
This Agreement is personal in nature and cannot be assigned by Fenech. The Parent Company or Grand Design may assign this Agreement to any affiliate or subsidiary or purchaser of substantially all of the assets. The terms, conditions and covenants herein shall be binding upon the heirs and personal representati... | Label: Assignments |
aaeac42a-234d-4511-8e37-c8e06f793cc5 | Clause:
The Subservicer (a) is a limited liability company, duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed, (b) has all necessary power and authority and legal right to service the Mortgage Loans subject to this Agreement, and (c) is qualified to do busin... | Label: Authority |
fd62f21c-9cbf-4959-9aa5-a47d7811cdd1 | Clause:
Upon the occurrence of a Change in Control of the Borrower, the Borrower shall prepay the entire principal of and interest on the Loans (and either (A) procure the termination of any outstanding Letters of Credit or (B) provide cover for the entire amount of LC Exposure as specified in Section 2.04(k) until s... | Label: Change In Control |
540f86ed-0403-4320-aabe-67f7d701a496 | Clause:
If any provision of the Loan Documents shall be held by any court of competent jurisdiction to be unlawful, voidable, void, or unenforceable for any reason, such provision shall be deemed to be severable from and shall in no way affect the validity or enforceability of the remaining provisions of the Loan Docum... | Label: Severability |
70aa6c22-a831-4b9a-a5a1-1d0ec9bf0120 | Clause:
Company shall continue to employ Executive and Executive shall remain in the employ of Company, for the period set forth in Section 2(b) , in the position set forth in Section 2(c) , and upon the other terms and conditions herein provided.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: General |
40b481c4-a748-447c-9041-ba96bd0c84cb | Clause:
This Agreement comprises the entire agreement between the Parties with respect to the subject matter hereof and supersedes all earlier agreements (whether oral or written) relating to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Entire Agreements |
d7f750f2-73ce-45ca-8208-06cbed82eb08 | Clause:
The title of and section headings in this Security Agreement are for convenience of reference only and shall not govern the interpretation of the terms and provisions of this Security Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Headings |
983272b0-80f1-48b1-b264-b7af12cf5a6d | Clause:
All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and shall be deemed to be delivered and received by the inte... | Label: Notices |
0774c94b-c4ba-409e-bd66-93cd8c5e9c75 | Clause:
All notices, requests, demands and other communications provided for hereunder shall be in writing and, if to the Pledgor, mailed or delivered to it, addressed to it at the address specified on the signature pages of this Agreement, if to the Administrative Agent or any Lender, mailed or delivered to it, addres... | Label: Notices |
dd54781f-659c-462a-9e8d-0f3e27c731ea | Clause:
During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and the affiliated companies in effect for the Executive at any tim... | Label: Expenses |
75072bb0-81b2-4ba6-81c3-8c12d7c8f414 | Clause:
Directly or indirectly, use the proceeds of any Credit Extension, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at... | Label: Sanctions |
7b691961-a0b7-4397-a0cc-1b8e2ea42f9e | Clause:
To the extent that reimbursements or other in-kind benefits under this Agreement constitute nonqualified deferred compensation, (i) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Empl... | Label: Expenses |
6751f214-10d1-433d-b7c5-7f5f3aa673dc | Clause:
You will be eligible to participate in the Molson Coors benefit plan, the details of which will be shared with you shortly. The benefit plan includes comprehensive coverage including medical, dental, short and long term disability protection, life insurance and accident insurance effective on your date of hire.... | Label: Benefits |
d1ade31c-fe95-4bca-80f2-8096b96564b8 | Clause:
Purchaser agrees to and does hereby fully and completely forever release, hold harmless, indemnify and discharge Seller from any and all causes of action, damages, disputes, claims, debts, liabilities, sums of money, accounts, and demands of any kind whatsoever, whether known or unknown, and whether existing no... | Label: Releases |
69ac1281-07d6-4d08-a8a1-8e65223fd2a6 | Clause:
The Executive agrees not to engage in any business activities during the Employment Period except those which are for the sole benefit of the Company and its subsidiaries, and to devote her entire business time, attention, skill and effort to the performance of her duties under this Agreement. Notwithstanding ... | Label: General |
5e685285-edb7-4ca9-9754-cfcfbd19d147 | Clause:
Prior to the consummation of the Acquisition, the Borrower is a corporation, duly formed, validly existing and in good standing under the laws of the State of Louisiana. Following the consummation of the Acquisition, the Borrower is a corporation, duly formed, validly existing and in good standing under the law... | Label: Organizations |
4f729647-2e96-4c9a-9aa7-591bf3ba55b0 | Clause:
All matters arising under this Agreement, including matters of validity, construction and interpretation, shall be governed by the laws of the State of Delaware, without regard to any state’s conflict of law principles. You and the Corporation agree that all claims in respect of any action or proceeding arising... | Label: Governing Laws |
61e9231a-af05-4729-9ad0-9a93587e1f85 | Clause:
Subject to all of the provisions of the Stock Unit Agreement, upon the last day of the Performance Period, the Participant shall become vested in such number of PSUs, if any, as determined under the schedule below, based on the average annual rate of return on equity attained by the Corporation for the Performa... | Label: Vesting |
a624e54d-f31b-4fa1-b41d-716b852bb083 | Clause:
THIS NOTE SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
Task: Classify this... | Label: Governing Laws |
87ff7093-8861-4e41-b8b5-1ce358412b7b | Clause:
All shares of Restricted Stock awarded to Participants under the Plan shall be subject to the following terms and conditions and to such other terms and conditions, not inconsistent with the Plan, as shall be prescribed by the Committee in its sole discretion and as shall be contained in the Award Agreement.
T... | Label: Terms |
b1069f3d-e390-431d-9ee2-fd940ff0ade4 | Clause:
The SARs may be adjusted or terminated in any manner as contemplated by Section 10 of the Plan.
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, Authorizat... | Label: Adjustments |
bb68dcd6-b0b1-4803-a30d-336b24e5bbd1 | Clause:
The Corporation shall pay the Executive an annual salary (the “ Base Salary ”) of $600,000, less applicable withholding and other deductions, payable in accordance with the Corporation’s then current payroll practices. Commencing in 2017, the Base Salary will be reviewed at least annually by the Board of Direc... | Label: Base Salary |
b3672402-109c-4bfc-b87a-ee8166b31ba9 | Clause:
The language of this Agreement and of each and every paragraph, term and provision of this Agreement shall, in all cases, for any and all purposes, and in any and all circumstances whatsoever be construed as a whole, according to its fair meaning, not strictly for or against Executive or the Company, and with n... | Label: Construction |
fefc9bc0-bfa9-4d3e-b97a-f39ac1e3206c | Clause:
From time to time, at the request of the Company and without further consideration, such Warrantholder shall execute and deliver such additional documents and take all such further reasonable action as may be necessary or desirable to consummate and make effective the transactions contemplated by this Agreement... | Label: Further Assurances |
a3b1531b-91a5-4666-9ccc-eafc68a8f542 | Clause:
The execution, delivery and performance of this letter agreement by the undersigned and the consummation by the undersigned of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the undersigned’s certificate or articles of incorporation, bylaws or other organ... | Label: No Conflicts |
41be2235-695b-4431-8595-94d6ad03a28c | Clause:
The provisions of Sections 5 and 8 shall survive the termination of this Agreement and Employee’s employment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authori... | Label: Survival |
f0ee7a33-6739-4f5c-b308-cfe3058ca750 | Clause:
The capitalization of the Company is as set forth on Schedule 3.1(g) . The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most re... | Label: Capitalization |
d36fb4f8-fa93-4d91-a186-9f1a9c6c5e45 | Clause:
The Seller shall comply in all material respects with all Laws applicable to it, its business and properties or the Receivables Assets, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
Task: Classify this clause into O... | Label: Compliance With Laws |
838d3fa5-046b-4184-ae7e-c5251557f7cd | Clause:
Capitalized terms not specifically defined herein shall have the meanings specified in the Grant Notice and the Plan.
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 |
77a1b600-eabf-434f-bc92-72cc95d8fb63 | Clause:
During his employment and thereafter, the Company agrees to indemnify and hold Executive harmless in connection with actual, potential or threatened actions or investigations related to Executive’s services for, or employment by, the Company and/or its subsidiaries in the same manner as other officers and direc... | Label: Indemnifications |
b8e11dff-2d48-4845-b238-9df86c3a3d3d | Clause:
Except for J.P. Morgan Securities LLC, such Seller has not employed any broker, investment banker, financial advisor, finder or other Person who will be entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses or indemnification or contribution... | Label: Brokers |
73ff3db3-db91-4ce4-80e5-0922e57265f1 | Clause:
This Amendment may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by a Party of an executed counterpart of this Amendment via facsimile or other electronic method of transmission pursuant to which t... | Label: Counterparts |
58f97c9a-cc8a-49fb-9648-dec5a972cda1 | Clause:
Each party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County, Borough of Manhattan, and of the United States District Court of the Southern District of New York, and any appellate co... | Label: Submission To Jurisdiction |
b068ab89-8107-4936-9330-0da0e5adf9ac | Clause:
Capitalized terms used herein without definition have the meanings specified in the Master 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: Definitions |
19ab1bf2-aa6e-4392-a6a0-6a196a56519b | Clause:
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attac... | Label: Notices |
4fe9f25f-2645-4ad7-95c8-19c743796b42 | Clause:
The invalidity or unenforceability of any Section, paragraph or provision of this Agreement or any Terms Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof or thereof, as the case may be. If any Section, paragraph or provision of this Agreement or any T... | Label: Severability |
aa08b05e-19dd-4c42-9de0-00596d741b83 | Clause:
All notices and other communications hereunder shall be in writing and shall be deemed given and received if delivered pursuant to the notice terms described in the Loan Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Notices |
d4cf139f-96c2-423b-92b7-5702bd776f50 | Clause:
The Award and the provisions of this Award Agreement shall be governed by and constructed in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of the Sta... | Label: Governing Laws |
a0083dc5-df59-4592-b071-839407e55afb | Clause:
Customer will cooperate with NACR as reasonably necessary for NACR’s performance of its obligations under this Agreement, including things such as (i) providing NACR with full, free, and safe access to Customer’s facilities; (ii) providing telephone numbers, network addresses, and passwords necessary for remote... | Label: General |
3b3acb29-752a-4ebf-949a-cdfe1bf9ed1b | Clause:
The Borrower will not, and will not permit or cause any of its Subsidiaries to, enter into any transaction (including any purchase, sale, lease or exchange of property or the rendering of any service) with any officer, director, stockholder or other Affiliate of the Parent or any of its Subsidiaries (other than... | Label: Transactions With Affiliates |
d0119c0d-2f61-4698-a5bf-107a06862981 | 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 Issuing Bank that issues such Letter of Credit or the Lenders, each Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such I... | Label: Participations |
0c9c7f91-8926-4aa5-9a25-0b6841813acd | Clause:
This First Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signatu... | Label: Counterparts |
387a2fb4-6bf8-4489-bf86-0f8a9f595566 | Clause:
The Company shall indemnify the Indemnitee against all Expenses incurred by the Indemnitee in connection with any hearing or Proceeding under this Section 9 involving the Indemnitee and against all Expenses and Other Liabilities incurred by the Indemnitee in connection with any other Proceeding between the Comp... | Label: Expenses |
a37eed75-3d30-44a9-a0aa-daae8dd4ecdc | Clause:
The “Effective Date” of this Contract shall be the date this Contract (or counterparts of this Contract) are executed by both Seller and Buyer.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Effective Dates |
5f2c5de6-4aa3-462c-bb74-7b467447f2e2 | Clause:
KEYBANK AND THE SUBSERVICER EACH ON ITS OWN BEHALF, BY THIS AMENDMENT WAIVE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AMENDMENT OR THE SUBSERVICING AGREEMENT OR THE VALIDITY, PROTECTION, INTERPRETATION, CO... | Label: Waiver Of Jury Trials |
0323d972-7bbe-4c56-b54c-3ee89f53aa75 | Clause:
Maintain, establish, sponsor or contribute to any Plan (as defined in Section 7.6) which is a defined benefit plan and shall not permit any ERISA Affiliate (as defined in Section 7.6) of Borrower to do so.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Erisa |
6df2d6bb-fac3-4d95-8ca7-070377330eac | Clause:
The capitalization of the Company is as set forth on Schedule 3.1(h) , which Schedule 3.1(h) shall also include the number of shares of Common Stock owned, to the Company’s knowledge, beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any capital stock si... | Label: Capitalization |
a8e599ce-ff50-4faf-a58c-9d11a5ca457b | Clause:
This Agreement shall be binding upon the Executive and on the Bank, its successors and assigns effective on the date first above written subject to the approval by the Board of Directors of the Bank. The Bank will require any successor to all or substantially all of the business and/or assets of the Bank to ass... | Label: Binding Effects |
7fc847dd-7f20-4251-b0f6-1803e9880e1c | Clause:
It is expressly agreed that the remedy at law for breach of the obligations of the Members set forth in this Section 15.1 is inadequate in view of (i) the complexities and uncertainties in measuring the actual damage to be sustained by reason of the failure of a Member to comply fully with such obligations, and... | Label: Enforcements |
6478de01-fad5-4282-a594-9531a88ef683 | Clause:
The Borrower and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise... | Label: Taxes |
d7bfcd10-5a86-4371-a030-0fa98419b3df | Clause:
No failure to exercise and no delay in exercising, on the part of the Administrative Agent, any Letter of Credit Issuer or any Lender, any right, remedy, power or privilege hereunder or under the other Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, rem... | Label: No Waivers |
f4f2e135-c8f2-4d0a-9267-5d7640a63d95 | Clause:
(a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 3... | Label: Fees |
3c32e5b9-a9c0-4e24-a4fa-dd9796ca49e4 | Clause:
(a) Each Credit Party has complied with all applicable federal, state, provincial and local laws, ordinances, codes, rules, regulations and guidelines (including consent decrees and administrative orders) including but not limited to Hazardous Material Laws, and is in compliance with any Requirement of Law, ... | Label: Compliance With Laws |
7e3d599b-a4fa-4c29-ae18-da7b47fc0326 | Clause:
Upon demand therefor, the Borrowers shall reimburse the Administrative Agent for all fees and expenses of the Administrative Agent (including without limitation, all fees and expenses of counsel to the Administrative Agent) incurred in connection with the Loan Documents, including without limitation this Agreem... | Label: Expenses |
eee5767f-384c-478c-a04f-ed1bf090d417 | Clause:
EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS JOINDER OR THE AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO OR THERETO.
Task: Clas... | Label: Waiver Of Jury Trials |
a68def75-c090-4abc-b206-2e99b433136d | Clause:
The parties shall keep the terms of this Agreement in strict confidence, and shall not disclose the terms hereof except as may be required by law, or in order to perform their respective obligations hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Confidentiality |
0aedf905-2f15-403e-87e0-281fd63a0b2f | Clause:
Each of the Parties hereto (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware (the “ Chancery Court ”) or, if, but only if, the Chancery Court lacks subject matter jurisdiction, any federal court located in the State of Delaware with respect to any dispu... | Label: Submission To Jurisdiction |
d0e4e53b-3e45-4b30-8388-e546caca9e0e | Clause:
Request any Loan or Letter of Credit, and the Borrower shall not use, and shall procure that its Affiliates and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization ... | Label: Use Of Proceeds |
ccfc4f4c-7fbf-4153-9f85-93f84322c6cb | Clause:
This Plan shall become effective at the Effective Time.
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 Eff... | Label: Effective Dates |
6272f2e0-f650-4d9c-ace5-10bc6885ee7a | Clause:
The execution, delivery and performance of this Agreement and of all documents contemplated hereunder and the consummation of the transactions contemplated hereby by such Seller (i) is within such Seller’s corporate, partnership, limited liability company or other applicable powers and (ii) have been duly autho... | Label: Authority |
2fa8d6a2-c99a-414d-a64c-e09f155016f2 | Clause:
Except for any matters disclosed in any preliminary reports or other written documentation, including, but not limited to, schedules prepared by the representing party and/or the organizational documents for the Contributed Entities, delivered to or obtained by the Presidential Parties, the Contributed Properti... | Label: Compliance With Laws |
aaa5b427-dd54-4ddf-87d8-7e9bc716b537 | Clause:
EMPLOYEE agrees that he will not disparage COMPANY, or any of COMPANY’s parents, subsidiaries and/or affiliates, and their managers, supervisors, officers, directors, employees, shareholders, and agents, in any manner likely to be harmful to them or their business, business reputation or personal reputation. EM... | Label: Non-Disparagement |
fcc54ede-4cb2-4d77-9b38-af8502bb3772 | Clause:
The parties hereto will each cooperate with the other, at the other’s request and expense, in furnishing information, testimony, and other assistance in connection with any actions, proceedings, arrangements, disputes with other persons or governmental inquiries or investigations involving the parties hereto or... | Label: Cooperation |
04dab180-06ac-45fe-9618-4824b6695c07 | Clause:
During the Term, the Executive shall be entitled to receive prompt reimbursement from the Company for all reasonable and customary expenses incurred by the Executive in the course of performing his duties and responsibilities under this Agreement, in accordance with the policies, practices and procedures of the... | Label: Expenses |
1f7a7fc0-1234-4094-8e7d-c8a216a45ac1 | Clause:
This Consent may be executed in one or more counterparts and by separate parties on separate counterparts, each of which counterparts shall constitute an original and all of which counterparts together shall constitute one and the same instrument. Facsimile signatures and PDF format signatures sent by electron... | Label: Counterparts |
5c31aba1-3a97-42ed-983c-3383816363d5 | Clause:
If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality... | Label: Severability |
9cfb79ff-86e4-4bc3-8561-297106095afb | Clause:
To the extent required by Applicable Law, HSM shall add to any Management Fee Rates due under this Agreement amounts equal to any sales, use or similar taxes, however designated or levied, based upon the provision of the Management Services performed hereunder. HSM is solely responsible for the collection and r... | Label: Taxes |
77d4ef97-512c-446d-b6b0-77a150d9eada | Clause:
In the event of any pending or threatened investigation, proceeding, lawsuit, claim or legal action against or involving the Company, the Grantee acknowledges and agrees to cooperate to the fullest extent possible in the investigation, preparation, prosecution, or defense of the Company’s case, including, but n... | Label: Cooperation |
fb50f853-febc-4246-a246-1a6af2a9e5bc | Clause:
The provisions of this Section shall survive resignation or replacement of the Administrative Agent, Collateral Agent, any Joint Lead Arranger, any Issuing Bank, any Swingline Lender or any Lender, termination of the commitments hereunder and repayment, satisfaction and discharge of the loans and obligations he... | Label: Survival |
257d2a49-2a03-40ac-8e61-b3aae3cf81e8 | Clause:
Once a Loss is agreed to by the Company or finally adjudicated to be payable pursuant to this Article V , the Company shall satisfy its obligations within 15 days of such final, non-appealable adjudication by wire transfer of immediately available funds. The parties hereto agree that should the Company not make... | Label: Payments |
6e350092-4128-417c-b745-355ec4b436d8 | Clause:
The parties hereto intend and believe that each provision in this Agreement comports with all applicable local, state and federal laws and judicial decisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Severability |
0f300ad2-f93c-484a-8656-73bfdbd21a68 | Clause:
Immediately after the consummation of the Transactions (a) the fair value of the assets of each Loan Party at a fair valuation will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that... | Label: Solvency |
f96a7fdc-b9aa-4af8-87e6-70c40b87a012 | Clause:
This Agreement is, and each other Loan Document to which the Borrower is a party when delivered will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization,... | Label: Enforceability |
d3bd03cd-924d-41cc-b90d-c9c84afec8fb | Clause:
The Borrower (as defined in the Credit Agreement) hereby reconfirms its obligations pursuant to Section 9.03 of the Credit Agreement to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with this Agreement.
Task: Classify this clause into ONE of these t... | Label: Expenses |
396ecf6a-562e-44cf-a23e-1cbb8f1bfe31 | Clause:
Except as otherwise specifically set forth herein with respect to a Registration Default Event, in the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights... | Label: Remedies |
c6c30ec3-e539-48c9-b286-4d951aa61d3c | Clause:
The Company hereby reserves the right to seek repayment or recovery of the Restricted Stock or the value received pursuant to such Award, as appropriate, notwithstanding any contrary provision of the Plan, pursuant to any recovery, recoupment, clawback and/or other forfeiture policy maintained by the Company fr... | Label: Forfeitures |
b77106f9-9bd6-41e3-a50e-ac3c245f2ce3 | Clause:
No Approvals by any Governmental Entity and no material Approvals by any Person not a party (including a party to any agreement with Seller) to this Agreement are required in connection with the execution or performance of this Agreement by Seller or the consummation of the Asset Purchase.
Task: Classify this ... | Label: Approvals |
94d5bb22-2bbb-4e07-bdc4-06e082bdd94d | Clause:
This Plan and each Letter Agreement (including, for the avoidance of doubt, the Restrictive Covenants) shall be governed by, and construed in accordance with, the laws of the State of Georgia, without giving effect to conflict of laws provisions thereof, and applicable federal law.
Task: Classify this clause i... | Label: Governing Laws |
08a08ada-3ec1-484c-aafc-e6377d98316f | Clause:
The Parties irrevocably agree that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party hereto or... | Label: Jurisdictions |
8b6745ba-f77e-4f93-986e-fb01bcaa99ed | Clause:
No Loan Party will, nor will it permit any Domestic Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions that (i) are in ... | Label: Transactions With Affiliates |
48a7d0fb-0994-48bb-803d-1208b999b6d8 | Clause:
At no time shall Holder, directly or indirectly, make (or cause to be made) to any person any disparaging, derogatory or other negative or false statement about or with respect to the Company Group (including its products, services, policies, practices, operations, employees, sales representatives, agents, offi... | Label: Non-Disparagement |
98c76dee-3149-4f7c-ac60-5f526789ced1 | Clause:
This Agreement has been, and the other Transaction Documents to which Buyer is a party, or will be upon delivery at the Closing has been, duly and validly authorized, executed and delivered on behalf of Buyer and each constitutes or, when delivered in accordance with the terms hereof, will constitute, the legal... | Label: Enforcements |
2acd61d5-9e22-4582-b4ff-0c9265fd8b4b | Clause:
The execution, delivery and performance of this letter agreement by the Company and the consummation by the Company of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company’s certificate or articles of incorporation, bylaws or other organizational or... | Label: No Conflicts |
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