id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
7cf63b59-3ac4-4d9e-8bc5-b9ffb5bb99b6 | Clause:
Each Loan Party and each Lender hereby authorizes each Agent to make appropriate announcements of the financial arrangement entered into among Loan Parties, Agents and Lenders, including announcements which are commonly known as tombstones, in such publications and to such selected parties as each Agent shall i... | Label: Publicity |
f67807f9-e6eb-42fd-85b5-be45d9732a32 | Clause:
Each party will indemnify the other party and hold it harmless from all claims made against such other party in connection with BPC’s performance of the Services to the fullest extent permitted under applicable law, except to the extent such claims arise as a result of the other party’s gross negligence or will... | Label: Indemnifications |
7c85c8ce-15f3-4509-a640-00b29949761a | Clause:
None of the Administrative Agent or any Lender shall disclose to any Person any Confidential Information, except that the Administrative Agent and any Lender may disclose any such information (a) to its own directors, officers, employees, auditors, counsel and other advisors and to its Affiliates; (b) to the Ad... | Label: Confidentiality |
736e0a76-6b93-4689-980c-f68ea8922c54 | Clause:
This Agreement (including the Schedules hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, between the parties, with respect to the subject matter hereof. For the avoidance of doubt, the Transaction Agreeme... | Label: Entire Agreements |
c5cb15c8-e948-42ef-880a-bc646d7a2260 | Clause:
The Borrower shall not permit general and administrative expense recognized as an expense under GAAP to exceed $3,000,000 in the aggregate for the Borrower and its Subsidiaries and U.S. Energy Corp. and its subsidiaries, on a combined basis, for fiscal year 2016 or fiscal year 2017. For purposes of this Section... | Label: General |
4c1a1291-9dfb-408e-8e7a-d0c2df8b298c | Clause:
This Agreement may be executed and delivered (including by facsimile transmission) in two (2) or more counterparts, and by the different Parties in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same... | Label: Counterparts |
4d7f9ded-01b7-4d75-8940-8b18ad0f6e18 | Clause:
This Program and each Award shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of a Participant, acquire any rights under such Award in accordance with this Program or the Plan.
Task: Classify this clause into ONE of ... | Label: Successors |
260b696d-c1a5-4579-9664-850d3a06345f | Clause:
Seller agrees to sell the Assets to Buyer and Buyer agrees to purchase the Assets from Seller, under the terms 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, Assignmen... | Label: Sales |
debf241c-401a-4caf-a355-7f6d019431a7 | Clause:
This Agreement, and any provisions hereof, may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Indemnitor or any Indemnified Party. Any such modification, amendment, waiver, extension, change, discharge or termination shall only... | Label: Entire Agreements |
20285de7-1aed-42dc-9cc0-7273c088712a | Clause:
Subject to the termination provisions set forth in Section 10 , the closing of the transactions contemplated hereby (the “ Closing ”) shall occur on the third business day after the satisfaction or waiver of all of the conditions set forth in Sections 8 and 9 (other than those conditions that by their nature ar... | Label: Closings |
c5e6dceb-11c1-4c73-b26d-0edd05621cb2 | Clause:
The Grantor will not create, incur, or suffer to exist any Lien on the Collateral owned by it except (i) the security interest created by this Agreement and (ii) with respect to the Proceeds only, (1) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect ... | Label: Liens |
83de9dce-5319-49f0-97b4-131643fd8267 | Clause:
(a) Unless otherwise defined herein or in the Indenture, capitalized terms used herein that are defined in the UCC have the meanings assigned to them in the UCC.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Definitions |
a44dfcd3-b071-4ccb-a47c-a38e031a7845 | Clause:
This Agreement shall be interpreted in accordance with the laws of the State of Texas. In the event of a dispute concerning this Agreement, the parties agree that venue lies in a court of competent jurisdiction in any Texas court.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Governing Laws |
d908baf1-cb51-49c9-9993-25a4ebb1669e | Clause:
This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, successors and assigns, except that Executive may not assign Executive’s rights or delegate Executive’s obligations hereunder without the prior written consent of the Company.
... | Label: Binding Effects |
9552c25c-78ab-460c-a3b0-b4b04c511e2d | Clause:
This Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the registered holder hereof in person or by duly authorized attorney to any Affiliate of such registered holder, and a new warrant shall be made and delivered by the Company, of the same tenor and date... | Label: Assignments |
e65661d7-c85c-4f47-b894-73fc7e0e1474 | Clause:
Participation in any such Revolving Facility Increase may be offered to each of the existing Lenders, but no such Lender shall have any obligation to provide all or any portion of any such Revolving Facility Increase. The Borrowers may invite other banks, financial institutions and investment funds reasonably a... | Label: Participations |
dd14fb89-309d-4e9f-ad97-2236f55f477b | Clause:
Each party will pay its own expenses incident to this agreement, any definitive agreement and the transaction proposed by the Term Sheet (whether or not the transaction is consummated), including counsel fees and accounting fees.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Expenses |
694eaf36-e871-4522-b7e1-d2c0a460ba18 | Clause:
Subject to the terms and conditions of this Agreement, including, without limitation, Section 3.10(b) , the Plan, and except as otherwise provided for in any award or other agreement evidencing a grant of Value Units, twenty-five percent (25%) of each class of the Value Units granted to any Management Unitholde... | Label: Vesting |
c2a64c29-fe66-4e43-9321-45840820b5d7 | Clause:
Each party hereto agrees that, except with the prior written permission of the other party or otherwise required by law, it shall at all times keep confidential and not divulge, furnish or make accessible to anyone any confidential information, knowledge or data concerning or relating to the business or financi... | Label: Confidentiality |
8bdbab05-631d-4bb8-aeb3-c5df67915f69 | Clause:
The Borrower will, and will cause each Subsidiary to, (a) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and pe... | Label: Existence |
e651c4d3-7a2d-4867-ae79-510cef3710f1 | Clause:
The Compensation and Human Resources Committee of the Board of Directors (the “Committee”) granted to Employee on March 8, 2016 (“ Effective Date ”), as a matter of separate inducement and not in lieu of any salary or other compensation for Employee’s services, the right and option to purchase (the “ Option ”),... | Label: Effective Dates |
03a09ea7-3c59-49b8-ada9-2061c8aeb18c | Clause:
THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Governing Laws |
e3833ae9-4740-495c-a6d2-9e88f0aebb6f | Clause:
Section and subsection headings are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purposes or be given substantive effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Headings |
d306500b-a2a4-4f70-a769-ab62c175476a | Clause:
If any provision of this Agreement or the other Credit Documents is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Credit Documents shall not be affected or impaired thereby and (ii) the parties shall endeav... | Label: Severability |
55d0d355-09a9-4209-94ae-322d77e619b0 | Clause:
Seller has not put a third party on notice of actual or potential infringement of any of the Patents or considered enforcement action(s) with respect to any of the Patents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Enforcements |
0a6f1270-a439-4e9a-b60b-af8994a5aad5 | Clause:
The Parent Borrower shall have used reasonable best efforts to ensure that the Administrative Agent shall have received evidence in form and substance reasonably satisfactory to it that all of the requirements of Section 7.5 of this Agreement shall have been satisfied. The Parent Borrower shall have used reaso... | Label: Insurances |
c91aa449-0ac0-4d32-ada2-af865f72fc54 | Clause:
Except as to matters of federal law, the Plan and all actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Connecticut.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Governing Laws |
eb10601c-2f42-46fb-8450-c681837ef520 | Clause:
Without limiting the general effect of Sections 4.1 and 4.2 , the Parties further agree that they each shall be deemed to have, with respect to all Released Claims released by them, waived any and all provisions, rights and benefits conferred by any law of any jurisdiction, state or territory of the United Stat... | Label: Releases |
c9e100a5-182e-4f9a-a275-ebcfa3ce8677 | Clause:
Fenech’s obligations under Sections 4 and 5.10 shall survive the termination of Consulting Services for a period of five (5) years after the termination or expiration of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Survival |
1d85f63b-7b44-4570-9afc-c5a02d0d58af | Clause:
This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business and/or assets of Johnson Controls), a... | Label: Binding Effects |
9be822c8-9e1d-407f-86b6-949c5332fdff | Clause:
As of the date hereof, the authorized capital stock of the Company consists of 1,500,000,000 shares of the Common Stock, par value $.0001 per share, of which 336,919,939 shares were issued and outstanding as of June 13, 2016, and 10,000,000 shares of preferred stock, par value $.0001 per share, of which 967,031... | Label: Capitalization |
bfa63298-c0c7-4f1e-932e-735d9fcda94b | Clause:
The Borrower and its Subsidiaries have conducted their businesses in compliance in all material respects with applicable anti-corruption Laws (including FCPA) and have instituted and maintained policies and procedures designed to promote and achieve compliance with such Laws.
Task: Classify this clause into ON... | Label: Anti-Corruption Laws |
0823d9c3-9af0-4e48-bc73-f7ad350d7ec7 | Clause:
The proceeds of the Loans shall be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Use Of Proceeds |
5c5e6fb3-dc0e-4b19-8acd-62a997979d3c | Clause:
The term of the Collaborative Development Program will begin on […***…] and will end […***…], unless otherwise agreed by the Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Terms |
c9049664-ae1c-4f36-a8db-bdf4e8e58e33 | Clause:
Except as described in the SEC Reports or on Schedule 3.1(h) , the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, since June 30, 2015 on a tim... | Label: Financial Statements |
6c89ef22-42dd-485d-a621-b55a9551dcc9 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person) or the Borrower o... | Label: Participations |
5421e683-07bc-49e8-bd6d-376928983d17 | Clause:
Tenant guarantees, warrants and represents that the individual or individuals signing this Amendment have the power, authority and legal capacity to sign this Amendment on behalf of and to bind all entities, corporations, partnerships, limited liability companies, joint venturers or other organizations and enti... | Label: Authority |
e5a8cfcd-ed0b-495e-b516-ad43d4169088 | Clause:
Concurrently with the execution and delivery of this Agreement, Pledgor shall deliver to Agent on behalf of Lender each original certificate evidencing the Pledged Securities (which certificates shall constitute “security certificates” (as defined in the Code)), together with an undated limited liability compan... | Label: Powers |
a4572284-e815-4946-a94b-8fbe628375b9 | Clause:
If any one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
Task: Classify this clause into ... | Label: Severability |
af8f9ab7-7b23-4d42-a9bf-298608d04c44 | Clause:
If a court determines that any of the restrictions contained in Section 4.1 or Section 4.2 is unreasonable in terms of scope, duration, geographic area, or otherwise, or any provision in Section 4.1 or Section 4.2 is otherwise illegal, invalid, or unenforceable, then such restriction or provision, as applic... | Label: Modifications |
f4c9077a-57c5-4035-b401-c09f14643b81 | Clause:
The Initial Performance-Based Restricted Stock Award will be divided into three segments of 16,667, 16,667 and 16,666 Shares (each, an “ Initial Award Segment ”), corresponding to the three periods commencing on the Start Date and ending on the second anniversary of the Start Date, the third anniversary of the ... | Label: Vesting |
b18e1085-0dd9-47e0-aeb6-f1332183b908 | Clause:
The Company and each Subsidiary will comply with all laws, including all orders of any Governmental Authority, applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Company will maintain... | Label: Compliance With Laws |
fb255661-0e18-4e44-b2fb-f7b9591fa57f | Clause:
During the Term until the Specified Expiration Date, the Executive shall continue to (i) serve as a Vice Chairman and Managing Director of Lazard Group and Chief Executive Officer of Lazard Asset Management LLC, with such authority, duties and responsibilities as are consistent with the authority, duties and re... | Label: Duties |
d97bc82f-bdb3-44b6-8b36-ad30d448a111 | Clause:
EACH OF THE GUARANTORS AND THE ADMINISTRATIVE AGENT WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN THE GUARANTORS AND THE LENDERS OR THE ADMINISTRATIVE AGENT ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS GUARANTY OR ANY OTHER INST... | Label: Waiver Of Jury Trials |
a0abf56d-5475-4f9e-9c12-0978b157fc49 | Clause:
Except as set forth in the SEC Reports, 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 or any of its properties before or by any court, arbitrator, governmental or administrative agency ... | Label: Litigations |
b473576e-0caa-424e-a4ca-1324d5467e0d | Clause:
This Agreement contains the entire agreement of the parties and supersedes all prior agreements or understandings relating to the subject matter.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitr... | Label: Entire Agreements |
0d1c3dd9-1410-44f4-ad68-3ccc99186675 | Clause:
The Property Manager shall, on behalf of and at each Owner Subsidiary’s expense, procure and maintain throughout the term hereof through Independent Insurance Advisors, as each Owner Subsidiary’s designated insurance representative, insurance coverages with respect to each Property, including: (i) all-risk repl... | Label: Insurances |
49376a0c-cd76-443d-ac27-637e388f23be | Clause:
This Agreement may be executed and delivered (including by facsimile or other form of electronic transmission) in one or more counterparts, and by the different parties to this Agreement in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall... | Label: Counterparts |
fd699cd9-4396-416a-aa55-01c46a9ca71e | Clause:
This Agreement is a personal contract and the rights and interests of the Executive hereunder may not be transferred, assigned, pledged, encumbered, or hypothecated by the Executive without the prior written consent of the Company, except as otherwise expressly permitted by the provisions of this Agreement. Thi... | Label: Assignments |
88990dff-bc40-4f91-89e9-41166681d229 | Clause:
This Agreement shall be governed by and construed in accordance with the Laws of the State of Florida applicable to a contract executed and performed in such State without giving effect to the conflicts of Laws principles thereof, which would result in the applicability of the Laws of another jurisdiction.
Tas... | Label: Governing Laws |
565d309c-67c0-4e90-a621-978668ef3776 | Clause:
This Agreement shall inure to, and shall be binding upon, the parties hereto, the successors and assigns of the Company and the heirs and personal representatives of the Executive. The Executive may not assign any of his rights or obligations hereunder. The Company may assign its rights and obligations hereunde... | Label: Benefits |
28b208d8-6f08-4bb2-94f4-0c1f39836701 | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before June 30, 2016; prov... | Label: Terminations |
4d5ae217-5eff-4caa-9822-c8b377d8cfce | Clause:
The execution, delivery, and performance by each Grantor of this Agreement will not (i) result in the violation of the provisions of the organizational documents of such Grantor, (ii) violate any provision of any existing material Law applicable to such Grantor or (iii) conflict with, result in any breach of, c... | Label: No Conflicts |
b4c6aecb-216e-477c-9a9e-aa98ab1f6678 | Clause:
The Committee may make Stock Grants and Stock Unit Grants and grant Cash Bonus Incentives to Eligible Employees subject to one or more performance goals described in § 9.5(b) which is intended to result in the Stock Grant or Stock Unit Grant or Cash Bonus Incentive qualifying as “performance-based compensation”... | Label: General |
6001cb97-f43a-406e-9105-ead3032b858c | Clause:
The Credit Parties hereby indemnifies and holds the Lender harmless from and against any and all claims payable by the Lender to any Person, including reasonable attorneys' and paralegals' fees and expenses, court costs, settlement amounts, costs of investigation and interest thereon from the time such amounts ... | Label: Indemnifications |
ef9b1bba-5e21-48b0-b87d-b5a800a38638 | Clause:
The obligation of confidentiality under this 0 shall survive until the second anniversary the Closing Date.
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: Survival |
8a377b99-3b27-45fd-9645-d10e09fcaa2e | Clause:
To the extent that the receipt of Shares hereunder results in compensation income to Grantee for federal, state or local income tax purposes, Grantee shall deliver to Company at such time the sum that the Company requires to meet its tax withholding obligations under applicable law or regulation, and, if Grante... | Label: Tax Withholdings |
e99f2f82-79ca-40b8-b024-1c5bc92726a3 | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania to the extent not superseded by Federal law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Governing Laws |
f0b68a7d-aaa2-44d4-a98a-9b7785c95958 | Clause:
Mr. Clarkson acknowledges and agrees that great loss and irreparable damage would be suffered by HCSB if he should breach or violate any of the terms or provisions of the covenants and agreements set forth in Section 10 of this Agreement. Mr. Clarkson further acknowledges and agrees that each of these covenants... | Label: Remedies |
6ad22438-9c37-427a-9a37-9efd76466363 | Clause:
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Counterparts |
3bc98923-dc99-4f66-a9a8-f494b2b26e08 | 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 set forth on th... | Label: Notices |
6dda900a-44dd-4e93-8275-a129a1b1936e | Clause:
Executive shall be entitled to four (4) weeks of vacation per year (pro- rated for 2016 as required by Section 2.11). Vacation not taken during the applicable fiscal year (but not in excess of three weeks) shall be carried over to the next following fiscal year, subject to the Company’s then current practices.
... | Label: Vacations |
ce16a07a-bc5f-42ed-8a23-cfdb3632d604 | Clause:
The Borrower shall not permit the proceeds of the Term Loans to be used for any purpose other than those permitted by Section 6.18 . The Borrower shall not permit the proceeds of any Term Loan to be used for any purpose that violates the provisions of Regulations T, U or X of the Board. The Borrower shall not t... | Label: Use Of Proceeds |
a086bd25-47b2-473c-993f-85ca8714899b | Clause:
The Company represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Agreement. The Employee represents and warrants that the Employee has the capacity to act on the Employee’s own... | Label: Authority |
cf4ec0ed-9bc4-42b0-8241-489247fb673d | Clause:
No Borrower will, without Agent’s consent, compromise or adjust any material amount of the Receivables (or extend the time for payment thereof) or accept any material returns of merchandise or grant any additional discounts, allowances or credits thereon except for those compromises, adjustments, returns, disco... | Label: Adjustments |
a78746f6-81b6-4aeb-ad30-ff1c496561d7 | Clause:
The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to “Section” or “Sections” refer to the corresponding Section or Sections of this Agreement. All words used in this Agreement will be construed to be of such gender... | Label: Construction |
fd896d7d-b51b-487b-a603-c41a7c4d6b5e | Clause:
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. None of the Joint Lead Arrangers or the Syndication Agent shall have ... | Label: Headings |
66c989ea-78fe-49ce-832c-31ba05f38985 | Clause:
Except as specifically set forth above, in consideration of the benefits set forth in Section 2 , Executive waives all rights and claims Executive may have for any personal or monetary relief including salary, bonus, deferred compensation, severance pay, equity, commissions or other employee benefits or compens... | Label: Releases |
2cd48873-3a1e-4366-ba23-9b79b1b69c50 | Clause:
The Executive shall serve as the President and Chief Executive Officer of the Company and Chairman of its Board of Directors, reporting to the Company’s Board of Directors (the “ Board ”). The Executive shall have such duties and responsibilities, commensurate with the Executive’s position, as may be reasonably... | Label: General |
eb3a8a01-293d-4360-9041-b753125cb6bd | Clause:
Your annual base salary will be increased to $450,000 payable in accordance with our corporate payroll schedule. This salary change will be effective May 11, 2016.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Base Salary |
e1ab4651-cd3a-4394-863a-e0f1e1babe72 | Clause:
Excepting Company's transfer of the funds of this loan to its operating subsidiaries Electric Motors and Vehicles Company, and Endurance Auto Group, Inc., so long as the Note remains outstanding, the Company shall not transfer any assets or rights to any of its subsidiaries or permit any of its subsidiaries to ... | Label: Subsidiaries |
6f2af599-bfd9-457e-a3d6-e9630df8078d | Clause:
Recourse by the Indemnitees under Section 8.2 shall be limited to an aggregate amount equal to the (i) the Escrow Amount plus (ii) any Earn-Out Payments actually paid to Seller pursuant to Section 2.11 on or prior to the General Survival Date; provided, however, that the limitations set forth in this Section 8.... | Label: Warranties |
7fe7fa07-fc5c-45b6-85fc-96e3f6894189 | Clause:
Seller is a Delaware limited liability company, duly formed and validly existing under the laws of the State of Delaware and in good standing under the laws of the State of North Carolina.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Organizations |
d60979c2-6d89-4229-9674-324f4a8e4bef | Clause:
Company shall not create or permit to exist any Liens or security interest with respect to any assets whether now owned or hereafter acquired and owned, except for Permitted Liens.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Liens |
7f8a0bc8-b699-404f-8c5f-6396e332b18c | Clause:
All information submitted by and on behalf of Borrower or Master Tenant to Lender and in all financial statements, rent rolls (including the rent roll attached hereto as Schedule I ), reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all ... | Label: Disclosures |
84f381fd-2d46-483d-9b26-bc7931d6a109 | Clause:
This Agreement shall be construed in accordance with the laws of the State of New Hampshire and shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, administrators, successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Governing Laws |
04615083-ad7b-41df-bdd8-31c67bd0ff37 | Clause:
Any provision of the Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any o... | Label: Severability |
ce72ad46-f372-41f2-a6ca-99981cc5fb0f | Clause:
No Default or Event of Default shall have occurred and be continuing on the First Amendment Effective Date, after giving effect to this Amendment, and the Administrative Agent shall have received a certificate dated as of the First Amendment Effective Date signed by a Responsible Officer of DW Animation certify... | Label: No Defaults |
1d66b82f-460f-44b6-9239-08d1e9483558 | Clause:
This Agreement and CDK’s rights and obligations hereunder may be assigned by CDK and shall inure to the benefit of and shall be enforceable by any such assignee, as well as any of CDK’s successors in interest. This Agreement and my rights and obligations may not be assigned by me, but are binding upon my heirs,... | Label: Assignments |
d623202d-984a-493c-95a2-8ba2e5ef3ef2 | Clause:
Capitalized terms that are not defined herein shall have the meanings assigned to them as set forth in the Original Agreement . If not otherwise defined therein or herein, such capitalized terms shall be defined in accordance with generally accepted accounting principles.
Task: Classify this clause into ONE o... | Label: Definitions |
e0f3466e-02d1-44f1-b27b-e7b23b07d172 | Clause:
The Lenders agree to indemnify each Agent and each other Agent-Related Person on an after-Tax basis in its capacity as such (to the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so), ratably according to their respective Commitment Percentages in effect on the... | Label: Indemnifications |
4c40c8fa-b700-4255-bb37-65f086b14d11 | Clause:
The execution, delivery and performance by the Company of this First Amendment has been duly authorized by all necessary corporate action and, except as provided herein, does not require any registration with, consent or approval of, notice to or action by, any Person (including any Governmental Authority) in o... | Label: Authorizations |
b8845ce6-0403-42b0-9efc-b3310eb6ba0b | Clause:
Tressler further acknowledges that as of the Separation Date, Tressler has submitted and has been reimbursed for all claims for expense reimbursement incurred prior to the Separation Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Expenses |
0933bb45-6eee-43d0-a011-d6778d32ff82 | Clause:
To have a fair, timely, inexpensive and binding method of resolving any dispute or difference arising between Executive and the Company, and its shareholders, directors, officers, Executives and agents, relating to any terms and conditions of employment or termination of employment, either party shall, within o... | Label: Arbitration |
038e839a-c721-4a24-8f26-646fedcbcbe4 | Clause:
The Parties agree that money damages would be an insufficient remedy for any breach of this Agreement by any Party and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief, plus attorneys’ fees and costs related to seeking such relief, as a remedy of any su... | Label: Specific Performance |
0ecad9c3-6caa-4642-8ff1-291f8b80fdee | Clause:
Each of the Company and the Ides Investors and the Legion Investors shall be responsible for its own fees and expenses incurred in connection with the negotiation, execution, and effectuation of this Agreement and the transactions contemplated hereby, including, but not limited to attorneys’ fees incurred in co... | Label: Expenses |
4f165f6d-89a1-482b-bc6e-10cd72166ca1 | Clause:
Each of the Borrower and the SCM Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being cond... | Label: Organizations |
cfd4285a-651b-4909-8cac-0d4d792b793e | Clause:
Directly or, to the Borrower’s knowledge, indirectly use the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, or other similar legislation in other jurisdictions.
Task: Classify this clause into ONE of these ty... | Label: Anti-Corruption Laws |
b35d8da0-ee98-4229-aa53-15255a825f92 | Clause:
As of the Effective Date, (a) it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; (b) it has taken all necessary corporate action on its part required to authorize the execution and delivery of the Agreement and the performance of its ... | Label: Authority |
8a42fce7-8e48-4d45-9f1b-a69fbf981327 | Clause:
Consultant agrees to assist Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in Inventions in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specif... | Label: Further Assurances |
489f188a-efd4-409d-8174-261ae40bf372 | Clause:
The provisions of this Agreement are intended to be severable. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any mann... | Label: Severability |
88539357-ea3d-4d9b-801b-962f09ccb65a | Clause:
This Plan was originally established effective January 1, 2000. It was amended and restated effective January 1, 2005 to comply with Code Section 409A with respect to amounts that became accrued or vested after 2004 and earnings thereon and was not intended to materially modify the terms of the Plan applicable ... | Label: Effective Dates |
1a5114e6-1461-4747-9bce-a22c78c56151 | Clause:
No modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless in writing specifically referring hereto, and signed by the parties hereto. This Agreement supersedes all prior agreements and understandings between Employee and Company to the extent that any such agreeme... | Label: Amendments |
ab114d6b-d7aa-44a7-b324-063e11c3599e | Clause:
Except as otherwise provided in the terms of the Award Agreement, upon termination of a Participant’s employment or consulting with the Company, the Partnership and their Affiliates or membership on the Board, whichever is applicable, for any reason during the applicable Restricted Period, all outstanding Restr... | Label: Forfeitures |
b41f7ce4-f832-4ff6-a377-1ef7d486fd4e | Clause:
The execution, delivery and performance by each Loan Party of each Loan Document, the Strategic Alliance Agreement and the Stock Purchase Agreement to which such Person is party and the consummation of the Transaction (x) have been duly authorized by all necessary corporate, limited liability company or other o... | Label: Authorizations |
ba60f038-d408-4fe4-8b9f-a89640e057ae | Clause:
You affirm that the only consideration for signing this Agreement is as referenced herein and that no other promises or agreements of any kind have been made to or with you by any person or entity whatsoever to cause you to sign this Agreement, and that you fully understand the meaning and intent of this instru... | Label: Representations |
98ed088e-0bb8-446b-bbe6-c976b5ce522b | Clause:
If the Company terminates the Executive’s employment during the Employment Period because of the Executive’s Disability, the Company shall pay to the Executive within thirty (30) days following the Date of Termination any accrued but unpaid Base Salary through the Date of Termination. All other unpaid amounts, ... | Label: Disability |
f62eebb6-3a02-4b59-bb9d-6ec9b51a284e | Clause:
All representations and warranties made by TPHX in this Agreement shall be true and correct in all material respects on and as of the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Representations |
2f744b48-6e1f-4a71-8b7e-4424c383db63 | Clause:
Whether or not the Closing takes place, except as otherwise specifically provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expense; provided , that , Buyer and Seller shall each bear and pay fifty... | Label: Expenses |
1cf16003-ff2c-4c74-bb74-3792177b386e | Clause:
THIS NOTE AND THE RELATED DOCUMENTS CONSTITUTE THE ENTIRE FINAL AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES PERTAINING TO THE SUBJECT MATTER HEREOF AND THEREOF, AND SUPERSEDE ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS, UNDERSTANDINGS, NEGOTIATIONS AND DISCUSSIONS, WHETHER ORAL OR WRITTEN, OF THE PARTIES WITH ... | Label: Entire Agreements |
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