id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
ebfdec82-071c-478e-ac23-94fac4388d63 | Clause:
Each Party shall, in the performance of this Agreement, comply with all applicable laws and regulations in effect on the date this Agreement is entered into, and as they may be amended from time to time.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Compliance With Laws |
d976f8fa-57d8-4e29-b72b-cd9f4ce75090 | Clause:
From and after the Effective Date, Seller shall not enter into any new lease or other occupancy agreements for the Property which will survive Closing without first obtaining Buyer’s advance written consent, which may be withheld in Buyer’s sole and absolute discretion.
Task: Classify this clause into ONE of t... | Label: Agreements |
4e05fa16-68eb-4e0e-8dc9-db6dd7d10790 | Clause:
The parties hereto acknowledge and agree that the Escrow Agent has prepared this Escrow Agreement. The other parties hereto acknowledge that they have been informed of the inherent conflict of interest associated with the drafting of this Escrow Agreement by the Escrow Agent. The parties hereto represent and wa... | Label: Waivers |
6f7fc78a-c9ab-473b-af38-e3cc230b6130 | Clause:
The Company and each of its Subsidiaries (as defined below) are duly organized, validly existing as a corporation and in good standing under the laws of their respective jurisdictions of organization. The Company and each of its the Subsidiaries are, and will be, duly licensed or qualified as a foreign corporat... | Label: Organizations |
a803a195-04d4-4877-a606-c87d79cc4e81 | Clause:
Agent, each Lender and each Transferee shall hold all non-public information obtained by Agent, such Lender or such Transferee pursuant to the requirements of this Agreement in accordance with Agent’s, such Lender’s and such Transferee’s customary procedures for handling confidential information of this nature;... | Label: Confidentiality |
e8c72239-d8f6-464e-a331-0064814e06d4 | Clause:
(a) This Amendment shall not constitute an amendment of any other provision of the Credit Agreement or any other Credit Document not referred to herein and shall not be construed as a waiver or consent to any further or future action on the part of the Obligors that would require a waiver or consent of the Lend... | Label: Amendments |
13e6951b-0716-4f4f-be01-476b7d767aa1 | Clause:
All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when (i) delivered personally to the recipient, (ii) e-mailed or sent by facsimile to the recipient, or (iii) one Business Day a... | Label: Notices |
395acee2-25d5-46f6-b06e-fab4f9b0a8b6 | Clause:
The Executive’s employment shall be for a term of commencing on the Effective Date and ending on May 31, 2019 (the “ Term ”), unless terminated sooner pursuant to this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Terms |
031ecd14-7ce1-441b-bcc5-47e22255ba57 | Clause:
Any change, amendment, modification, abridgment, cancellation or discharge of this Agreement or any term or provision hereof shall be in writing signed by Agent and Pledgor.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Amendments |
6bff1084-e6f2-40ae-b79b-369e674a446f | Clause:
The Transferee shall be responsible for paying all expenses incurred by the Company and the Non-Transferring Member in ensuring that the Transfer is in compliance with all the terms and conditions of this Article VIII . Until such amounts have been paid, such Person shall not be entitled to any of the rights, p... | Label: Expenses |
fc818dc1-3d63-4f09-9d44-d7f961545863 | Clause:
Thompson Creek and Executive understand and agree that this Agreement contains all the agreements between Thompson Creek and Executive relating to Executive’s employment and termination of employment with Thompson Creek, other than the continuing obligations set forth in the Amended and Restated Employment Agre... | Label: Entire Agreements |
b72c6c14-6760-41f3-92ed-1874858bbcac | Clause:
The Executive shall be enrolled in the employee benefit plans made generally available to U.S. based executives of the Company, subject to the terms of said benefit plans, including qualifying provisions and employee contribution requirements.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Benefits |
632a0595-1cd6-40ed-9490-a648e0825748 | Clause:
The Executive acknowledges that a breach of his covenants and agreements contained in this Section 6 would cause irreparable damage to the Company and its subsidiaries and affiliates, the exact amount of which would be difficult to ascertain, and that the remedies at law for any such breach or threatened breach... | Label: Enforcements |
f0789766-a67d-4519-8363-c8d9aedf8575 | Clause:
None of Micro, any of its Subsidiaries or, to the knowledge of Micro, any director, officer, employee or agent of Micro or any of its Subsidiaries is a Person that is, or is owned or controlled by Persons that are: (i) the target of any Sanctions, or (ii) located, organized or resident in a country or territory... | Label: Sanctions |
c1acd8a9-5393-4c68-84f9-094f9a5dd196 | Clause:
The Participant has reviewed with his or her own tax advisors the tax consequences of this Award Agreement and the RSUs granted hereunder, including any U.S. federal, state and local tax laws, and any other applicable taxing jurisdiction. The Participant is relying solely on such advisors and not on any stateme... | Label: Representations |
6b36c430-e35a-42a2-9be8-8d1749fa1694 | Clause:
This Amendment and Waiver Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Binding Effects |
c4a56774-0908-4e59-a658-f58fc4f2a19a | Clause:
All notices and other communications hereunder shall be in writing and shall be deemed duly given and delivered if delivered by messenger, or mailed by registered or certified mail, postage prepaid, return receipt requested, to the parties at the addresses set forth below (or at such other addresses for a party... | Label: Notices |
e0beb311-3c3c-417e-8070-ea271066787f | Clause:
This Warrant Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Warrant Agreement or of any other term or provision hereof; provided, that if such invalid or unenforceable term affects the rights, du... | Label: Severability |
812a3e0c-03ff-476b-9409-c37c78c7b1b1 | Clause:
All amounts due under this Section shall be payable not later than fifteen (15) Business Days after demand therefor.
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: Payments |
f08b9cb8-7da8-42aa-b282-00db5eeada14 | Clause:
The parties to this Agreement agree that, on the Restatement Effective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constit... | Label: Amendments |
7d175cbc-6e08-4421-bd73-6fac6b3803d5 | Clause:
As used in this Second General Release, the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, equity, or otherwise.
Task... | Label: Definitions |
fd8c2c3f-4173-42c5-9b66-f27b2ffd1b25 | Clause:
This Agreement, the schedules and exhibits attached hereto, and any other documents or agreements executed in connection with the transactions contemplated hereby, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, ora... | Label: Entire Agreements |
aecfd80f-b255-48e9-b497-f997baa05841 | Clause:
Unless the context otherwise requires, when used herein the following terms shall have the meanings indicated. Any capitalized terms used but not defined herein that are defined in the Warrant Agreement shall have the meanings set forth in the Warrant Agreement.
Task: Classify this clause into ONE of these typ... | Label: Definitions |
13d445b6-7923-470b-8ce0-59cb8ab0deb4 | Clause:
Set forth on Schedule 5.20(a), is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 6.02: (i) a complete and accurate list of all Subsidiaries of the Loan Parties as of the Closi... | Label: Subsidiaries |
b8e9908c-10e2-48bf-8b1f-a39d95aea3de | Clause:
An Award of Performance Shares (“Performance Shares”) is an Award representing the right to receive a number of shares of Common Stock for each Performance Share granted, as the Administrator may determine. An Award of Performance Units (“Performance Units”) is an Award representing the right to receive a payme... | Label: General |
9e0e85d4-4c7d-42cb-a2ae-dfff5c6d96ef | Clause:
During the term of Executive’s employment, Executive shall serve in the position set forth on the signature page hereto and shall report to the person or persons set forth on the Executive Data Sheet annexed hereto as Exhibit A . Executive shall have supervision and control over, and responsibility for, such ma... | Label: Positions |
8957ef56-b6c7-45b4-a3aa-3733acda8f6e | Clause:
Subtenant shall obtain and keep in full force and effect, at Subtenant’s sole cost and expense during the Term, the insurance required under Sections 30.01 and 30.02 of the Master Lease. Subtenant shall name Master Landlord and Sublandlord as additional insureds under its liability insurance policy. Subtenant s... | Label: Insurances |
1ee265d2-d537-4f4a-a0b1-c787c5c088e6 | Clause:
This Purchase Agreement may not be amended or otherwise changed except by written agreement executed by authorized representatives of both AUO and SPTL.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Amendments |
29ddf692-0799-4993-afb9-b6dc9141b155 | 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 Nevada (other than its conflict of law rules).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Governing Laws |
182de9c1-314b-45da-a2d8-65d70b97e9d3 | Clause:
Each Consenting Lender represents and warrants to each of the other Parties that, as of the date such Party executes this Agreement, Transferee Joinder or Additional Party Joinder, as applicable: (i) it either (1) is the sole legal and beneficial owner of the aggregate principal amount of Claims set forth on it... | Label: Warranties |
a5174b40-ba78-4120-b7e6-2cc7ab63778b | Clause:
This Agreement constitutes the entire agreement between Newman and Company as to his employment relationship with Company and the termination of that relationship, and it supersedes and cancels any prior negotiations and agreements, whether written or not, relating to his employment relationship with Company an... | Label: Entire Agreements |
d4c2290b-f16f-45d9-8abd-9ae7d0120706 | Clause:
Any representation or warranty made or deemed made by the Borrower to the Noteholder in the Security Agreement is incorrect in any material respect on the date as of which such representation or warranty was made or deemed made.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Warranties |
e2f6c303-946c-46b6-b106-842f0f141dc8 | Clause:
To the extent applicable, each of the Borrower and its Restricted Subsidiaries has filed all United States Federal income tax returns and all other material tax returns which are required to be filed by it and has paid all taxes stated to be due in such returns or pursuant to any assessment received by it, exce... | Label: Taxes |
dd58f334-6628-4ac2-8f43-18b94d9bbcb4 | Clause:
The ROFO Option (and the opportunity for Investor to participate in investment opportunities upon exercise thereof) shall terminate upon the earlier to occur of (i) the Investor or its Affiliates ceasing to own at least 211,538 shares of the Company’s common stock, as adjusted for stock splits, dividends, conso... | Label: Terminations |
dc08416a-751f-4f6d-8669-8b77b55c241a | Clause:
The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the New Note and the and reservation for issuance and issuance of the Conversion Shares) will not (i) r... | Label: No Conflicts |
2dc0b428-3a9f-4c05-b753-570bebe5d20c | Clause:
In the absence of any specific agreement to the contrary, no Annual Bonus Pool Award to a Participant under the Plan shall affect any right of the Company, or of any Affiliate of the Company, to terminate, with or without cause, the Participant’s employment with the Company or any Affiliate at any time. Neither... | Label: Employment |
a74efe14-6700-442c-a7d6-0e5cbb54ccfb | Clause:
Except as otherwise provided in Sections 10(d) and 13, any controversy or claim arising out of or relating to this Agreement or the breach thereof which cannot promptly be resolved by the parties shall be promptly submitted to and settled exclusively by arbitration in the City of Philadelphia, Pennsylvania, in ... | Label: Arbitration |
18646976-4f9e-4a1c-a21e-5606f7f36a85 | Clause:
This Amendment shall become effective as of the first date (the “ Amendment Effective Date ”) on which the Administrative Agent (or its counsel) shall have received from the Borrower and the Lenders constituting the Required Lenders either (A) counterparts of this Amendment signed on behalf of the Borrower and ... | Label: Effectiveness |
f16e5974-4589-4101-9a5e-3b2814389977 | Clause:
The Parties agree to meet regularly and keep one another updated with respect to the activities set forth in Article 4 and Article 5 and the development, manufacturing, marketing and sale of the Products.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Cooperation |
e8d47fa3-03a6-4046-8d95-27eda6eeed8d | Clause:
All notices, requests and demands to or upon the Secured Party, the Company hereunder shall be effected in the manner provided for in the Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Notices |
37722b64-925d-4991-af9b-a67c5c3ff539 | Clause:
If any provision of this Amendment shall for any reason be invalid or unenforceable, the remaining provisions of this Amendment shall be carried into effect, unless the effect thereof would be to materially alter or defeat the purposes of the Original Agreement as amended by this Amendment.
Task: Classify this... | Label: Severability |
f7b47dd7-85a9-40c5-a6f5-2b254c9f848f | Clause:
(i) No proceeds of the Loans will be used to acquire any security in any transaction which is subject to Sections 13 and 14 of the Securities Exchange Act of 1934; (ii) neither Borrower is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of R... | Label: Use Of Proceeds |
954fc103-2e19-4074-b477-d95cb9b650d0 | Clause:
If the Company is required by law to make any payment to a Governmental Entity that is specifically attributable to a Unitholder or a Unitholder’s status as such (including federal withholding taxes, state or local personal property taxes and state or local unincorporated business taxes), then such Unitholder s... | Label: Indemnifications |
082f0f27-4692-4580-9d1b-090b6ecc2c00 | Clause:
This Agreement may be executed in two counterparts (by original, facsimile or electronic “PDF” signatures), each of which will be deemed an original but both of which together will constitute one and the same agreement .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Counterparts |
bd7331dc-709e-487a-8c15-71594bf42dc3 | Clause:
The closing of the transactions contemplated in this Agreement (the “ Closing ”) shall take place remotely via the exchange of signatures on the Targeted Closing Date or such other date mutually agreed upon by the Parties, following the satisfaction or waiver by the applicable Party of each of the conditions se... | Label: Closings |
40ab7a93-3a9f-4900-9a06-2842b5a58573 | Clause:
The representations and warranties of Seller set forth in Section 6.01 shall be true and correct (without regard to any materiality qualifiers) on and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specifi... | Label: Representations |
eb4bd17a-aaf5-4ae0-8a5f-8709b3343abf | Clause:
Only (a) those provisions of this Agreement that contemplate performance after the Closing or termination of this Agreement, (b) those provisions of this Agreement which are expressly stated to survive Closing or termination of this Agreement shall survive the Closing or termination of this Agreement.
Task: Cl... | Label: Survival |
2d35b9d2-ce8e-43e1-908f-1d3bdc37d8cd | Clause:
The Executive's engagement hereunder shall terminate upon the death of the Executive. The Company shall have no obligation to make payments to the Executive except as otherwise required by law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Death |
cf34ba66-b1c7-400e-9ccd-a0454fab6964 | Clause:
Any Restricted Shares subject to the Award that are not vested as of the date of Participant’s Termination of Service shall thereupon be forfeited immediately and without any further action by the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Forfeitures |
efb146b5-d00d-4c86-90bc-5c46da239a45 | Clause:
This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. Delivery of a signature page of any Loan Document b... | Label: Counterparts |
0d22c0a5-e21c-49ee-9e7e-813072bb7e95 | Clause:
Except as expressly set forth herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Loan Agreement or any other Loan Document or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, Lender rese... | Label: No Waivers |
14cb69c1-125a-4724-8908-539405e611a2 | Clause:
Any Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Notice, Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing, conversion/continuation or issuance of a Letter of Credit, as the case ma... | Label: Notices |
4f80eb21-6ece-4679-8958-a42568e1722a | Clause:
The Company: (A) is and at all times has been in compliance with all Applicable Laws, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change; (B) has not received any correspondence from any Governmental Entity alleging or asserting noncompliance with any... | Label: Compliance With Laws |
43aae67a-a4ca-4560-b15b-7d61de1cba1a | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the State of New York, both substantive and remedial, without regard to New York conflicts of law principles. Any judicial proceeding brought against either of the parties to this Agreement or any d... | Label: Governing Laws |
792d06e7-0570-44e2-b710-ce3a4a425e60 | Clause:
No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement ... | Label: Waivers |
1ee706bc-9896-4602-af0a-91786a6c87c8 | Clause:
It has the power to own the Facilities and to carry on all business as is contemplated by 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, Assigns, Authority, ... | Label: Powers |
15dc8d94-be7b-46b9-af7d-4e5a516b2587 | Clause:
The Loan Documents embody the entire agreement and understanding among the Borrower, the Administrative Agent and the Lenders and supersede all prior agreements and understandings among the Borrower, the Administrative Agent and the Lenders relating to the subject matter thereof.
Task: Classify this clause int... | Label: Entire Agreements |
bd2fded8-f42d-449c-b4ad-b760d6cb16b0 | Clause:
This Agreement shall inure to the benefit of and bind the parties and their respective permitted successors and assigns, provided, however that this Agreement may not be assigned or otherwise transferred by either party without the written consent of the other party (which consent shall not be unreasonably with... | Label: Assignments |
931c681a-4dd0-43e7-ab67-e2eb961df5a4 | Clause:
The term of the Company shall be perpetual unless dissolved by the sole member in accordance with the Act.
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: Terms |
071af934-d58b-4bec-a727-354627c94338 | Clause:
The Company is a corporation duly organized and validly existing in good standing under the laws of its jurisdiction of organization, with all requisite corporate power and authority to own and operate its properties and assets and to execute and deliver this Agreement. The Company and each of its subsidiaries ... | Label: Organizations |
1052dd07-a1ee-48e1-8e08-623d5a42dd07 | Clause:
Sheehan agrees to refrain from any disparaging statements, including but not limited to statements that amount to libel or slander, about the Company, its direct and indirect parents, subsidiaries or affiliated companies, and/or any of its or their current or former employees, officers, or directors, and/or any... | Label: Non-Disparagement |
62dbdea7-e8a1-4bac-aa4e-d5cf7f42b271 | Clause:
To the actual knowledge of each Credit Party, such Credit Party and its Subsidiaries owns, or is licensed to use, all patents and other intellectual property material to its business, and the use thereof by such Credit Party or such Subsidiary does not infringe upon the rights of any other Person, except for an... | Label: Intellectual Property |
45558dfb-a46d-49a2-9e1c-f7a3eb507db6 | Clause:
The Employee is engaged by the Company in an executive capacity as Executive Vice President, General Counsel and Secretary, with such officer appointment to be approved at the next meeting of the Company’s Board of Directors (the " Board "). Employee is subject to the direction and control of the Board and shal... | Label: Duties |
da1ced55-a71a-498d-ba16-c23cbef2dbbd | Clause:
This Release and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of Tennessee without regard to principles of conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Governing Laws |
d403e225-49e8-4a9f-848f-8fffa81ec3be | Clause:
EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE EXHIBITS ATTACHED HERETO.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Waiver Of Jury Trials |
a5e7e671-2e65-4751-8bb0-24ab4b77e5c6 | Clause:
Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said counsel. Each party and its counsel cooperated and participated in the drafting ... | Label: Interpretations |
9344bb13-3e83-4f44-9f80-9c88491f5f8e | Clause:
Unless otherwise defined herein, the capitalized terms used herein shall have the same meanings as set forth in the Operating Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: Defined Terms |
64e4404f-5a3a-4fa1-9388-84b849f20c97 | Clause:
The Releasor, on behalf of the Releasor and each auditor, counsel, advisor, consultant, Affiliate, representative, agent, predecessor, successor or assign of the Releasor (collectively, the " Releasing Parties "), hereby, knowingly and voluntarily, forever compromises, settles, waives, releases and discharges w... | Label: Releases |
158fdfc6-7728-442b-a68a-58cc283dfaf1 | Clause:
This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations between the parties except to the extent that a matter is specifically addressed by any employment, severance, or change-in-control a... | Label: Entire Agreements |
601d8505-e63e-47f1-8c88-b09a6afa5862 | Clause:
In the event of a Change in Control, the vesting of the Options may be accelerated pursuant to the Company’s Executive Change in Control Plan or pursuant to Section 12 of the Plan. In any such event, the treatment of the Options shall be governed by the applicable provisions of the Executive Change in Control P... | Label: Change In Control |
fd694955-d02a-4d66-98d2-49ecea823822 | Clause:
The authorized capital stock or other capitalization of each Credit Party, as applicable, is as set forth in Schedule 7.4(a) attached hereto. Schedule 7.4(a) shall specify, for each Credit Party, the total number of authorized shares of capital stock or other securities (or functional equivalents thereof in the... | Label: Capitalization |
9852b621-be1c-4245-ba8c-69656f9eef3a | Clause:
This Guarantee, together with the other Credit Documents and each other document in respect of (and including) any Secured Hedge Agreement and any Secured Cash Management Agreement, represents the agreement of each Guarantor and the Collateral Agent with respect to the subject matter hereof, and there are no pr... | Label: Integration |
f2789e14-e82e-43bf-8596-a620d7d1e223 | Clause:
The term (the " Term ") of Employee's employment hereunder shall commence on the Effective Date and shall expire on December 31, 2016 unless sooner terminated in accordance with Section 6. Neither Employer nor Employee shall have any obligation to extend or renew this Agreement. In the event that Employee's e... | Label: Terms |
5eafd408-d917-4c19-a8b4-5b475e4bebbf | Clause:
Each party to this Agreement agrees to perform all f urther acts and to execute and deliver all further documents as may be reasonably necessary to carry out the intent of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Further Assurances |
f8f372ef-d38a-4141-a4b0-6accbf153daa | Clause:
The Borrower maintains, or is covered by, insurance with responsible and reputable insurance companies, in such amounts and covering such risks as is usually and customarily carried by companies engaged in the same or similar businesses and owning or operating similar properties in the same general areas or sim... | Label: Insurances |
fa05a8ae-a97a-48bc-9c60-0b0734ef1b9b | Clause:
Not later than 2:00 p.m. (Milwaukee time) on the applicable Borrowing Date, the relevant Swing Line Lender shall make available the requested Swing Line Loan, in funds immediately available, to the Administrative Agent at its address specified pursuant to Article XIII. The Administrative Agent will promptly mak... | Label: Participations |
4e845c7b-2278-4ba7-8992-62337dce143b | Clause:
Each of the Borrower and its Subsidiaries is duly and properly formed, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and, except as could not reasonably be expected to have a Material Adverse Effect, has all requisite authority to conduct its business ... | Label: Existence |
be2c489c-5110-470e-9e6a-5b2239579899 | Clause:
This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. At or after... | Label: Entire Agreements |
05a24ae5-4441-44a1-af08-e5b336a37611 | Clause:
Each of the parties agrees to execute, acknowledge, deliver and perform, and cause to be executed, acknowledged, delivered and performed, at any time and from time to time, as the case may be, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonab... | Label: Further Assurances |
fcef2ca5-af11-4c39-bd52-8b79a5ee7812 | Clause:
Seller shall pay (subject to legal rights of appeal and protest) prior to delinquency all real property taxes, ad valorem, other real property, occupancy, personal property, intangible and sales taxes due and payable by Seller with respect to the Property.
Task: Classify this clause into ONE of these types (ex... | Label: Taxes |
159267ba-a36e-45b2-b486-36c7f85d7826 | Clause:
This Agreement will be governed by the laws of the State of Washington (with the exception of its conflict of laws provisions).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Governing Laws |
d1211b97-afda-4f47-8b17-77073bb6e189 | Clause:
Capitalized terms are used in this Amendment as defined in Exhibit I of the Receivables Purchase 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: Definitions |
864ee109-5838-4f68-b81f-98923ee1da64 | Clause:
Youji agrees that at all times it will maintain current, accurate and complete books and records relating to its operation and maintenance of the Extruders and processing of JRB and RdRB in accordance with the requirements of this Agreement. RBT and its agents shall have the right, from time to time, to access ... | Label: Records |
329803df-bc2d-4eca-be92-2c8cc71a08b4 | Clause:
At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including, without limitation, reasonable attorneys... | Label: Expenses |
febdf60a-1c3d-439a-ad06-1ce67dbbfc83 | Clause:
This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, including the Prior Voting Agreement. Any provision of this Agreement may be amended or waived if, but only if, such amendme... | Label: Entire Agreements |
554e5bfc-341e-4a8a-a51d-2f4b6b2dcb66 | Clause:
Employee shall serve the Company diligently and faithfully in the performance of his duties on the Company’s behalf, which shall include duties and responsibilities as the Company may from time to time reasonably prescribe consistent with the duties and responsibilities of the Chief Financial Officer, General C... | Label: Duties |
fc074929-dab6-4280-979c-4ad47813f9f2 | Clause:
Employee’s rights and obligations under this Agreement shall not be transferable by Employee, by assignment or otherwise, and any purported assignment, transfer or delegation thereof by Employee shall be void. Employer may assign/delegate all or any portion of this Agreement whereupon Employee shall continue to... | Label: Assignments |
c3ec9769-6961-405d-be8c-add7ca1d5316 | Clause:
Notwithstanding the foregoing, if Grantee ceases to be a Service Provider during the Performance Period as a result of Grantee’s Disability, Grantee’s PSUs shall become fully vested at the end of the Performance Period based on the number of PSUs that would have been actually earned due to the achievement of on... | Label: Disability |
cf6539e4-3a29-438d-871a-9319d4d30d86 | Clause:
The Company shall issue a press release disclosing the material terms of the transactions contemplated hereby (the “ Press Release ”) no later than 9:00 A.M., New York City time, on the Trading Day immediately following the date of this Agreement. In addition, the Company shall file a Current Report on Form 8-K... | Label: Publicity |
38e208fe-9c8c-46e3-a75c-6b9982769ce2 | Clause:
Subject to Section 4(b) hereof and Section 14.16 of the Plan, the Company shall deliver to the Participant the aggregate shares of Common Stock underlying the outstanding RSUs within thirty (30) days following such vesting date. In connection with the delivery of the shares of Common Stock pursuant to this Agre... | Label: General |
9b07749a-b29c-4c28-94f1-21dbf058fe10 | Clause:
The Borrowers shall reimburse the Administrative Agent and the Lenders for all fees and expenses of the Administrative Agent and the Lenders (including without limitation, all fees and expenses of counsel to the Administrative Agent) incurred in connection with the Loan Documents, including without limitation t... | Label: Expenses |
dd0f818d-951c-4f18-9879-aedd71c520ae | Clause:
This Plan shall be construed in accordance with the laws of the State of Texas, without giving effect to principles of conflict of laws, and the rights and obligations created hereby shall be governed by the laws of the State of Texas. The Director’s sole remedy for any claim, liability or obligation of any nat... | Label: Governing Laws |
46757b6d-4bbe-41f1-9428-7027c3cbb050 | Clause:
The Borrower, on a consolidated basis together with its Subsidiaries, giving effect to the Transactions, is Solvent 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, Arbitration,... | Label: Solvency |
b6391092-e787-42cb-9243-51edc4634ef2 | Clause:
Any notice under the Award Documentation shall be in writing addressed (i) if to the Company, to the attention of the Company’s General Counsel at 8735 Henderson Road, Renaissance Two, Tampa, Florida 33634, or if the Company should move its principal office, to such principal office and (ii) if to Participant, ... | Label: Notices |
ea387aa8-3477-4157-80fe-57cf5c49bfa1 | Clause:
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, delegated or otherwise transferred by any Party (whether by operation of law or otherwise) without the prior written consent of the other Parties. For the avoidance of doubt, this Section 10.14 shall not restrict... | Label: Assignments |
b8a89849-3915-4e8f-b065-febfbdc7da25 | Clause:
The provisions of Section 7, Section 8 and Section 9, and all related enforcement provisions, shall survive any termination of this Agreement and remain applicable according t o their terms (whether under Section 6 or as a result of the expiration of the Term). Section 7(f) shall survive a Change of Control re... | Label: Survival |
ce5486d5-220b-4d55-b8b4-776df87c4bb8 | Clause:
Each party represents and warrants that it has not engaged a broker and has no agreement, arrangement or understanding with any broker in connection with this Agreement, the APA or the transactions contemplated hereby or thereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Brokers |
aa1c40b1-0fc1-428b-ab7a-ede47e8cd519 | Clause:
To the extent not preempted by federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Oklahoma.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Governing Laws |
e8ab9858-9c82-4f09-81a4-926e9a417901 | Clause:
This Agreement shall be governed by, and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction); provided, however, that the laws of the State of Florida shall govern a... | Label: Governing Laws |
f269914b-2002-4489-a116-3ff893291945 | Clause:
This Agreement and the transactions contemplated hereby shall be governed by and construed in accordance with the Law of the State of Texas, without regard to any conflicts of laws principles that would cause the application of Law from another jurisdiction.
Task: Classify this clause into ONE of these types (... | Label: Governing Laws |
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