id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
17d40e9f-3fea-4347-b05a-a49b3ebaf6c8 | Clause:
No finder, broker, agent, or other intermediary acting on behalf of Buyer, directly or indirectly, is entitled to a commission, fee, or other compensation or obligation in connection with the negotiation or consummation of this Agreement or any of the transactions contemplated hereby.
Task: Classify this claus... | Label: Brokers |
a4b5f74a-61db-49a0-9c39-6639c7dfbdd9 | Clause:
This Amendment shall terminate automatically upon any termination of the Merger Agreement, and upon such termination of this Amendment, the terms of the Contribution Agreement shall not be amended by this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Terminations |
d8976cac-dbd5-4d3d-bd7d-bd3b82773dab | Clause:
This Agreement and the Change of Control Severance Agreement contain the entire agreement between the parties with respect to the right of Executive to receive severance compensation upon the termination of his Employment, and such Agreements supersede any prior agreements or understandings between the parties ... | Label: Entire Agreements |
3fcfb28e-533f-4eb9-98d6-35e7f8930ae5 | Clause:
All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (rec... | Label: Notices |
b08c885d-d1e7-435e-b52f-9af69565e736 | Clause:
Any notice to be given to the Company hereunder shall be in writing and shall be addressed to the Company’s Chief Financial Officer at the Company’s headquarters, or at such other address as the Company may hereafter designate to the Participant by notice as provided in this Section 8. Any notice to be given to... | Label: Notices |
14436254-be64-43c9-9b6b-6ce8a5ce4f51 | Clause:
NBPC represents and warrants that all trademarks and trademark applications, and all patents and patent applications, as set forth in Schedule 3.7, and any trade secrets, and “know-how” held relating to the business of NBPC and all other intangible assets, in NBPC’s possession or that may be reasonably acquired... | Label: Intellectual Property |
8e4170d2-94bd-4c26-8389-00704e2fffff | Clause:
Unless the RSUs are forfeited on or before the Vesting Date, the RSUs will be converted into an equal number of Shares, which will be registered in your name as of the Vesting Date, and such Shares will be delivered as soon as practicable thereafter, but not later than December 31 following the second anniversa... | Label: Payments |
b139bb03-ca13-44f8-84c7-9d9c690c9170 | Clause:
Except as disclosed on Exhibit H , Seller has not received written notice of any pending or to Seller’s knowledge threatened litigation or governmental proceeding adversely affecting Seller, or the Property, which relates to the Property, the validity or enforceability of this Agreement or any instrument or doc... | Label: Litigations |
f3e6b16d-e194-4f35-aef2-1c033041d8ad | Clause:
Notwithstanding any other provision of this Agreement, and for the avoidance of doubt, (a) each payment made pursuant to this Agreement shall be made net of any Taxes required by applicable Law to be deducted or withheld from such payment and (b) any amounts deducted or withheld from any such payment shall be r... | Label: Withholdings |
2fb025b4-7b21-40d7-bce8-29af8b68e538 | Clause:
The Executive’s employment pursuant to this Agreement will be automatically terminated upon the death of the Executive.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assign... | Label: Death |
1b7e4924-942f-4b62-9ea6-4e002ea9b10a | Clause:
In consideration of the promises and payments made by the Company in this Agreement, which Employee would otherwise not be entitled to except by signing this Agreement, Employee, on behalf of Employee and any heirs, executors, administrators, or assigns, irrevocably and unconditionally releases and holds harmle... | Label: Releases |
0483730c-b4fb-469b-b3bc-328e4b70c513 | Clause:
Commencing on July 1, 2016 you will generally work out of the Company’s offices in New York, but will be expected to travel in connection with your duties as Chief Executive Officer as reasonably required. As Chief Executive Officer, you will (i) carry out your duties, as directed by the Board, in a diligent, c... | Label: Duties |
347e1f2b-e2cd-4ede-b6a6-8bd8f2b8e2db | Clause:
In the event any term or provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be i... | Label: Severability |
1770000b-b6ca-40cd-8e82-ac2979cded3f | Clause:
THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ... | Label: Submission To Jurisdiction |
3597643c-a383-4e16-a35b-517763501c1c | Clause:
Any dispute arising out of or relating to Article 5 of this Lease (with respect to the issues expressly stated therein) shall be submitted to and determined in binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted before and by a s... | Label: Arbitration |
a2bbce7e-dbc5-4959-ac2e-51a1067a3df8 | Clause:
Unless terminated earlier under Section 5, 6 or 7 below, an Awardee’s rights under this Award Agreement with respect to the PSAs under this Award Agreement shall terminate at the time the PSAs are converted into Common Shares and distributed to Awardee.
Task: Classify this clause into ONE of these types (exact... | Label: Terminations |
66c1379d-00a0-471b-a7c9-6a0889fcefb2 | Clause:
Each party hereto agrees upon request to execute any further documents or instruments reasonably necessary or desirable to carry out the purposes or intent of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Further Assurances |
fb6b6fef-4667-4935-a49e-ba150866cf16 | Clause:
This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the making by Lender of the Loan and the execution and delivery to Lender of the Note, and shall continue in full force and effect so long as all or any of the... | Label: Survival |
a2690cb7-8951-456a-a70b-aef2228e6b26 | Clause:
By signing this Agreement, you knowingly and voluntarily waive all rights you may have to participate in the Company’s and the Partnership’s benefit and incentive compensation plans.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Benefits |
9a102ce8-13ac-41b2-bb39-5980a9d5f26c | Clause:
No failure on the part of Lender to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Lender of any right, remedy or power hereunder preclude any other or future exercise of any other legal right, remedy or p... | Label: No Waivers |
2e1f2d37-f10d-4bb0-a9ec-e4f30b4ea681 | Clause:
Receipt by the Administrative Agent of counterparts of this Amendment executed by the Borrower, the Guarantors, the Incremental Lenders and the Administrative Agent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Amendments |
07ef1a9d-d6d4-40e8-be4e-ef98e725badb | 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 Date has not been consummated on or before February 28, 2... | Label: Terminations |
c1607df2-b6b9-47e5-b411-3916fb6f1d81 | Clause:
Unless otherwise determined by the Board in its sole and absolute discretion, the unvested DSUs shall be immediately forfeited and cancelled without the payment of any consideration upon the termination of the Director’s service on the Board for any reason other than as set forth in Sections 2.2(a), (b) or (c).... | Label: Forfeitures |
f2348660-5ef2-451c-ae3b-999b059aae14 | Clause:
If a Transfer or attempted Transfer is made in violation of this Article 8, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company, the Manager and the other Members from all costs, liabilities and damages that any of such indemnified Persons may... | Label: Indemnifications |
6f27e616-efe1-4bdf-a710-f4877201e63d | Clause:
This Agreement may be executed in counterparts (and by different parties on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or PDF ... | Label: Counterparts |
6652711c-c488-4361-ae19-b1489463806b | Clause:
All payments and awards contemplated or made pursuant to this Agreement will be subject to withholdings of applicable taxes in compliance with all relevant laws and regulations of all appropriate government authorities.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Tax Withholdings |
ee1bf01b-97fc-4b23-8fe3-6ee9231b881e | Clause:
The grant of RSUs under the Plan is a one-time benefit and does not create any contractual or other right to receive a grant of RSUs or benefits in lieu of RSUs in the future. Future grants of RSUs, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of the grant, th... | Label: Miscellaneous |
96f93656-e165-4716-af26-a26ac1f03f59 | Clause:
Each of the parties to this Agreement hereby agrees to waive its respective rights to a jury trial of any claim or cause of action based upon or arising out of this Agreement. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to th... | Label: Waiver Of Jury Trials |
9dbafc8d-399a-4560-8560-f35fbae58b85 | Clause:
Deliver to Agent copies of each of the financial statements, reports, and other items set forth on Schedule 6.1 no later than the times specified therein. In addition, each Borrower agrees that no Subsidiary of a Borrower will have a fiscal year different from that of Borrowers. Each Loan Party agrees to main... | Label: Financial Statements |
8b8c9e0d-3e4a-4cfa-a86d-7f3cd0d48360 | Clause:
Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delive... | Label: Notices |
01602011-7529-4dea-90af-a05241636bd5 | Clause:
The Company does not own or control any equity security or other interest of any other corporation, partnership, limited liability company or other business entity. The Company is not a participant in any joint venture, partnership, limited liability company or similar arrangement. Since its inception, the Comp... | Label: Subsidiaries |
43640297-c9ea-42e6-adc9-cc6f1d1603c9 | Clause:
All of the Restricted Shares shall terminate and be forfeited to the Company immediately upon either (a) the failure of the Company to achieve the Milestones as set forth in Section 3(a), or (b) the occurrence of a Termination Event at any time prior to the expiration of the Time Period, other than your death o... | Label: Terminations |
438ac5bb-c43c-42c4-a95a-ab9428e1d10e | Clause:
This Agreement shall commence at the Effective Time and shall terminate upon the earlier to occur of (a) the last date on which Provider is obligated to provide any Service Party in accordance with the terms of this Agreement; (b) the mutual written agreement of the Parties to terminate this Agreement in its en... | Label: Terms |
0b7d5fc5-8478-4e00-b8d4-571f0334819f | Clause:
Become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Loan Party (a) has sold or transferred or is to sell or to transfer to any other Person (other than to any Group Me... | Label: Sales |
9b4659c6-463a-4ff8-9421-f7eaa5fef22a | 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 |
f2c21532-6129-44f5-a1f9-d54ba86e3899 | Clause:
This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof. No agreements or representations, oral or otherwise, express or implied, with respect hereto have been made by either party which are not expressly set forth in the Agreement.
Task: Classify this claus... | Label: Agreements |
4536ea88-bd87-48a2-ac84-3e124915ad8d | Clause:
For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with ... | Label: Notices |
f0be6ff1-4fba-4917-b864-03fd4e38d528 | Clause:
Subject to Section 3, the RSUs granted under the Award shall become vested as follows, subject to the Participant’s continued employment with the Company through the applicable date(s) (each, a “ Vesting Date ”): One-third of the Award shall vest on each of the first, second and third anniversary dates of the E... | Label: Vesting |
5764240e-f9c0-4c1e-be03-c5ffbdf15691 | Clause:
All notices, requests, demands or other communications required or permitted to be given pursuant to this Agreement shall be in writing and given by (i) personal delivery, (ii) expedited delivery service with proof of delivery, or (iii) United States mail, postage prepaid, registered or certified mail, return r... | Label: Notices |
a571f9a0-f388-46d0-b76e-160475feba37 | Clause:
Upon termination of the Security Agreement, the security interest granted pursuant to this Patent Security Agreement shall be automatically released and the Grantee shall, at the reasonable request of the Grantor, execute, acknowledge, and deliver to the Grantor an instrument in writing in recordable form relea... | Label: Terminations |
7b645a15-e541-4134-89be-7aad234f29ea | Clause:
This Article 18 sets forth certain provisions that are applicable if a Member (the “ Acquiring Member ”) or its assignee purchases all or a portion of the entire Membership Interest of the other Member in the Company (the “ Exiting Member ”). The date on which the Acquiring Member or its assignee acquires the M... | Label: General |
2ed493f4-b3b8-481c-a7db-c99bc762a06b | Clause:
If the Committee determines, in its sole discretion, that you have, at any time, willfully engaged in conduct that is harmful to the Company (or any Related Company), the Committee may declare that all or a portion of the NSO is immediately forfeited. If the Committee determines, in its sole discretion, that yo... | Label: Forfeitures |
ce5f0011-944b-43a6-bee8-ceef546ec967 | Clause:
Notwithstanding the obligations set forth in this Section 5 , but subject to the other obligations set forth in this Letter Agreement, Parent and Merger Sub shall make all determinations with respect to any term or condition in connection with obtaining the FCC Approval, the FERC Approval and the PUCT Approval ... | Label: Terms |
dfa27b49-4037-41c2-8896-cc07e38fda08 | Clause:
ANY PROVISION OF THIS AGREEMENT HELD TO BE ILLEGAL, INVALID OR UNENFORCEABLE IN ANY JURISDICTION, SHALL, AS TO SUCH JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH ILLEGALITY, INVALIDITY OR UNENFORCEABILITY WITHOUT AFFECTING THE LEGALITY, VALIDITY OR ENFORCEABILITY OF THE REMAINING PROVISIONS HEREOF OR THERE... | Label: Severability |
85afa358-72b4-4ee6-bdd5-94909ed706b3 | Clause:
During the period of Executive’s employment with the Company, Executive shall not: (i) engage in any activity which conflicts or interferes with or derogates from the performance of Executive’s duties hereunder nor shall Executive engage in any other business activity, whether or not such business activity is ... | Label: No Conflicts |
1bdde7f1-bdcd-452d-b173-3a67fefcc4d5 | Clause:
Neither Seller nor Spin-Off Subsidiary is entering into this Agreement with the intent to hinder, delay or defraud any Person to which Seller or Spin-Off Subsidiary is, or may become, indebted. After the Closing and after giving effect to this Agreement and the other transactions contemplated hereby, Seller exp... | Label: Solvency |
d716d518-063e-4c20-80d1-94a28afef682 | Clause:
No Person has acted directly or indirectly as a broker, finder or financial advisor for any Buyer Party in connection with the negotiations relating to the transactions contemplated by this Agreement for which any Seller Party shall become obligated to pay a fee, commission or other compensation.
Task: Classif... | Label: Brokers |
717362c7-5912-483c-8b61-f2f7fb73dc3a | Clause:
The parties agree that Magellan desires to keep this Severance Agreement confidential. Employee agrees that he/she will not publicize, discuss, or reveal the existence of this Severance Agreement or its terms to anyone not a party to the Agreement, other than his/her spouse (if any) or his/her personal medical,... | Label: Confidentiality |
850debb5-45ee-4502-95c6-8e607da836c3 | Clause:
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, except to the extent that matters of title, creation, perfection or priority of the security interests granted hereby or procedural issues of foreclo... | Label: Governing Laws |
07546a3a-28e8-4ddf-99a7-771d718ca4d9 | Clause:
As of the Effective Date, the authorized capital stock of the Company consists of 700,000,000 shares of Common Stock with a total nominal value of €7,000,000. Except as provided in the Articles of Association, no other party is entitled to any registration or similar rights, or any preemptive, subscription or ... | Label: Capitalization |
41295fc3-aa0c-4ad9-9fa8-2e849dd3adf5 | Clause:
Upon the occurrence and during the continuance of a Default, subject to the terms and conditions of the Credit Agreement, Secured Party has the following cumulative rights and remedies under this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Remedies |
48cf7f40-14f1-4cd6-b99b-867bf8df13e7 | Clause:
The Company hereby agrees to employ the Executive, and the Executive hereby agrees to serve the Company and Washington Prime Group, L.P. (the “ Partnership ”), subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on December 31, 2019, unless earlier t... | Label: Terms |
fd8f0ca6-4285-45c4-89d7-7732d2b7ed79 | Clause:
The General Partner is hereby authorized to cause the Partnership to issue additional Partnership Interests, in the form of Partnership Units, for any Partnership purpose, at any time or from time to time, to the Partners (including the General Partner) or to other Persons, and to admit such Persons as Addition... | Label: General |
921981ab-3855-4adb-994c-f0b74cb32634 | Clause:
Subject to applicable statute of limitations, the representations and warranties contained herein shall survive the Closing and the delivery of the Securities hereunder. No investigation by or knowledge of a party or its representatives, before or after the date of this Agreement, will affect in any manner the ... | Label: Survival |
e9ae7752-e588-47dc-ab0d-25e0fdb1e51b | Clause:
No use of the pipelines, facilities or equipment used in connection with this Contract, shall be construed as having been dedicated to public use, and it is hereby acknowledged by the Parties that the owner of any pipelines used to transport Fuel under this Contract retains the rights to determine who, other th... | Label: Miscellaneous |
3e8eb76a-5da8-4474-a3d2-fbd2c8c5b275 | Clause:
The Committee, in its sole discretion, may settle the Restricted Stock Units in cash or a combination of Common Shares and cash, in lieu of issuing only Common Shares. In the event that all or any portion of the Restricted Stock Units shall be paid in cash, the cash equivalent of one Restricted Stock Unit shall... | Label: General |
afcdaeb0-ff50-45c3-b5e6-50b0dd0bcf22 | Clause:
Except as disclosed in Schedule 3(c) or the SEC Documents, (i) no shares of the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company, (ii) there are no outstanding debt securities of the Company or any of its Subsi... | Label: Capitalization |
44ac7347-2da0-4718-b2a5-09c4778bf0a8 | Clause:
If you die during the Term of this Agreement, this Agreement shall automatically terminate on the date of death. The Company shall pay to your estate, or other person or trust designated by you, upon proper letters testamentary to the Company, (i) (A) any unpaid salary that would otherwise be due and payable a... | Label: Death |
6f071790-8575-49d8-a367-24db131ace96 | Clause:
The Parties each agree to pay their own costs and attorneys’ fees which may be incurred in connection with any dispute arising under this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: Costs |
4f3d462f-0eb0-4041-b4f5-81c4508aee1c | Clause:
THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Governing Laws |
45158fac-a7a8-4a1d-9ab8-3333b52f69b6 | Clause:
In consideration of the Executive’s performance of the obligations under this Agreement, the Company shall pay or cause to be paid to the Executive a salary at the annual rate of $155,541, payable according to the regular payroll practices of the Company. The Executive’s salary shall be subject to annual review... | Label: Base Salary |
3b2595e1-ea1f-4a4a-961a-327a44e2b9f1 | Clause:
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Holders or their agents or counsel with any information that it believes constitutes or m... | Label: Disclosures |
e885fdf5-8c35-484f-b8ef-27719c02a67c | Clause:
Each of the Parent, Intermediate Holdco and the Borrower will, and will cause each of its Subsidiaries to, (i) maintain in effect and enforce policies and procedures designed to ensure compliance by the Parent, Intermediate Holdco, the Borrower, their respective Subsidiaries and their respective directors, offi... | Label: Sanctions |
3b0870dd-f44e-4d30-af34-c7e32b50160b | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status... | Label: Releases |
1c554ab5-c899-4c05-a12c-ebaccc4f331f | Clause:
Any payment hereunder which is stated to be due on a day which is not a Business Day shall be made on the next succeeding Business Day (and interest shall accrue for such extension of time). All amounts payable hereunder shall be paid in U.S. Dollars no later than 12:00 PM New York City time on the date on whic... | Label: Payments |
44fe22a1-772b-4494-8d76-25f198926691 | Clause:
Co-Manager’s appointment under Article III shall become effective as of July 1, 2016, the (“ Effective Date ”), except that if this Agreement is executed by Owner in anticipation of acquiring the Premises, the Effective Date shall be the date of such acquisition, and Owner shall be under no obligation to Co-Man... | Label: Effective Dates |
26dad18e-41cb-4b65-be55-2d4c5a1fe331 | Clause:
As provided in Section 10 of the Plan, certain adjustments may be made to the Option upon the occurrence of events or circumstances described in Section 10 of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Adjustments |
8d0b9f7a-9e19-4ba7-929c-b7a1e172dcb1 | Clause:
If Executive commits a breach of, or is about to commit a breach of, any of the provisions in this Section 7, the Company shall have the right to have such provisions specifically enforced by any court having equity jurisdiction without being required to post bond or other security and without having to prove t... | Label: Enforcements |
3db53030-7d6c-47d7-9157-da85e4571948 | Clause:
The Company shall on the fourth Trading Day immediately following the Closing Date file a Current Report on Form 8-K or sooner in the Company’s Form 10-Q for the period ended September 30, 2016 (the “Form 10-Q”), including the Transaction Documents as exhibits thereto, with the SEC within the time required by t... | Label: Publicity |
648735e3-1950-41c4-bada-f68a909246be | Clause:
The total number of shares of Common Stock subject to an Option or SAR may vest and become exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the time or times when it may or may not be exercised (which may be based on the sa... | Label: General |
666ef74f-6cb3-4be7-946b-66ad8934844c | Clause:
THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, COUNTERCLAIM OR CROSS-COMPLAINT IN ANY ACTION OR OTHER PROCEEDING BROUGHT BY ANY PARTY TO THIS AGREEMENT AGAINST THE OTHER PARTY TO THIS AGREEMENT WITH RESPECT TO ANY MATTER ARISING OUT OF, OR... | Label: Waiver Of Jury Trials |
20161b58-3c96-4d94-a642-e8561b1693a2 | Clause:
There is no action, suit or proceeding pending against, or to the knowledge of the Borrower, threatened against or affecting, the Borrower or any of its Consolidated Subsidiaries before any court or arbitrator or any governmental body, agency or official, which, if determined adversely, could reasonably be expe... | Label: Litigations |
a202b46d-d200-4906-b477-416c5347bd9c | Clause:
This Agreement may be signed in any number of counterparts, each of which shall be an original and all of which, taken together, constitute a single instrument. This Agreement may be executed by facsimile signature or by other electronic submission and all such signatures shall be effective as originals.
Task:... | Label: Counterparts |
2a9d8e93-3d69-4d89-8619-cac4a7812ad2 | Clause:
No amendment or modification of this Agreement shall be valid unless in writing and duly executed by the parties affected by the amendment or modification.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Amendments |
d9431fd6-1791-45f8-a158-dfc147dca1a6 | Clause:
The capitalization of the Company is as set forth on Schedule 3.1(g ) , which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Except as set forth on Schedule 3.1(g), the Company has not issued any capi... | Label: Capitalization |
67e59691-9da0-42d3-a1f7-e601fb5a77f5 | Clause:
Each Borrower and Subsidiary owns or has the lawful right to use all Intellectual Property necessary for the conduct of its business, without conflict with any rights of others. There is no pending or, to any Borrower’s knowledge, threatened Intellectual Property Claim with respect to any Borrower, any Subsidia... | Label: Intellectual Property |
73758102-4850-44ef-b494-7b92c47cf218 | Clause:
The Company is not in violation of, has not violated, and to the Company’s best knowledge, is neither under investigation with respect to nor has been threatened to be charged with or given notice of any violation or alleged violation of, any Law, or judgment, order or decree entered by any court, arbitrator or... | Label: Compliance With Laws |
4882f9e3-337d-4406-9522-a9e2a65afea2 | Clause:
Consultant may not assign this Agreement. The Company may only assign this Agreement upon the sale of substantially all of its assets; provided, however, if the assignee does not expressly assume all of the oblations of the Company hereunder in writing, such assignment will be deemed a termination of this Agree... | Label: Assignments |
942b1145-26d5-4d2e-b7eb-9f4a45078acc | Clause:
In addition to the termination provisions applicable to Stock Options as provided in Section 5.7, the Committee may specify in an Award Agreement at the time of the Award that the Participant’s rights, payments and benefits with respect to an Award shall be subject to termination, reduction, cancellation, forfe... | Label: General |
0babd676-f299-4959-a6f7-1bb9c9ffe507 | Clause:
Wherever possible, each provision of this Agreement and each Related Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement or any Related Agreement shall be prohibited by or invalid under applicable law, such provision shall be in... | Label: Severability |
1f40489d-66ec-43b5-a5da-841ce7a076a0 | Clause:
From and after the date of this Agreement, upon the request of the Investor or the Company, each of the Company and the Investor shall execute and deliver such instrument, documents and other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and pur... | Label: Further Assurances |
cf8b3037-ef7b-4cce-ba16-91183468ab9b | Clause:
All notices and other communications given pursuant to this Agreement shall be deemed to have been properly given and received: (a) if delivered in person, on the date delivered to the Executive or, in the case of the Company, on the date delivered to the Senior Vice President – Human Resources; (b) if delivere... | Label: Notices |
a18c7859-8e63-423a-8214-2d532a3c9b7d | Clause:
The representations and warranties contained in Articles II and III will survive the Closing and continue in full force and effect indefinitely. Any covenants or agreements contained in this Agreement, which by their terms have any remaining obligation to be performed or observed following the occurrence of the... | Label: Survival |
b7754003-5c52-45ec-92bd-6acc26200428 | Clause:
Upon confirmation that the other conditions to closing specified herein have been satisfied or duly waived by the Investor, the Company shall deliver to the Investor, a Debenture registered the name of the Investor (the “Closing Date”). The closing of the purchase and sale of the Debenture shall take place at t... | Label: Closings |
0db58737-bedc-4d5c-946b-252554ab653c | Clause:
No provision of this Agreement may be amended, modified, waived or discharged unless such amendment, waiver, modification or discharge is agreed to in writing signed by the Employee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any ... | Label: Miscellaneous |
c10db10e-1e3d-4e58-a9c1-7b9d9026c5f1 | Clause:
Capitalized terms used but not otherwise defined in this Security Agreement shall have the meanings ascribed to them in the Credit Agreement. For the purposes of this Security Agreement, the following capitalized words and phrases shall have the meanings set forth below.
Task: Classify this clause into ONE of ... | Label: Defined Terms |
d50f9438-c0fe-42c9-9f7e-b1e435fb7e9b | Clause:
Should an provision of this Amendment be held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Amendment shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall c... | Label: Severability |
fe402e58-80c9-4fb9-b854-fd7babb7f3d1 | Clause:
The parties hereto hereby declare that it is impossible to measure in money the damages which will accrue to Warrantholder by reason of the Company’s failure to perform any of the obligations under this Agreement and agree that the terms of this Agreement shall be specifically enforceable by Warrantholder. If W... | Label: Specific Performance |
29bd244a-1f2e-4778-9de4-4002a02b866a | Clause:
(a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 3:00 p.m. (New York City time) on the Effective Date and (ii) all other Commitments shall terminate on the Maturity Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Terminations |
febddaf6-651e-476b-8513-955a41f8de21 | Clause:
Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings set forth on Exhibit A .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Ass... | Label: Defined Terms |
4bb4ca34-dff9-41a0-b024-667548fba5c9 | Clause:
Effective as of the Restatement Effective Date (as defined below), the Existing Revolving Credit Agreement is amended and restated in its entirety in the form of the Amended and Restated Revolving Credit Agreement set forth on Exhibit A hereto (the Existing Revolving Credit Agreement, as so amended and restated... | Label: Amendments |
0fd62d1a-6c34-4e42-b603-2b6fa0d79751 | Clause:
All notices, requests, demands, claims, consents and other communications required or permitted to be given in this Agreement must be in writing and must be either personally delivered, transmitted via facsimile, mailed by certified or registered mail (postage prepaid and return receipt requested) or sent by re... | Label: Notices |
0b3d7e45-b69d-4b5c-b40b-6a5e7a3dcab3 | Clause:
The Joint shall employ Executive on a full-time basis as its Chief Operating Officer, with such management duties and responsibilities as set forth in the Joint’s bylaws and as from time to time assigned by its board of directors, plus those initial objectives and responsibilities contained in the attached Exhi... | Label: Employment |
d4db296a-69b8-4453-96fa-e0452dc72fe4 | Clause:
BORROWER AND EACH OTHER CREDIT PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST ADMINISTRATIVE AGENT, ANY LENDER, ANY L/C ISSUER, OR ANY RELATED P... | Label: Submission To Jurisdiction |
c104251e-0392-4aff-bf9a-b3b3a236ba0d | Clause:
The Sellers and the Purchaser shall furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to the Company and its Subsidiaries as is reasonably requested for the filing of any Tax Returns, for the... | Label: Cooperation |
16bf282f-55ca-4e5d-b38d-3181088df44a | Clause:
This Agreement shall continue in full force and effect from the Effective Date until the termination of the Escrow Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, ... | Label: Terminations |
b2fc5914-0ef1-4b16-bae7-49ab7ef0d1a7 | Clause:
The Executive agrees not to make any disparaging statements concerning (i) the Company or any of its affiliates, (ii) the products or services provided by any of the foregoing or (iii) any current or former officers, directors or employees of any of the foregoing. The Company shall direct all members of its Boa... | Label: Non-Disparagement |
7be8f9ff-6200-47ce-837c-ab361a8706e3 | Clause:
The Borrower believes that the insurance maintained by or on behalf of the Borrower and its Subsidiaries is adequate and is customary for companies engaged in the same or similar businesses operating in the same or similar locations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Insurances |
527e831f-9724-4502-bd42-dfbf112cefb3 | Clause:
The provisions of Sections 4, 5, 6, 7 and 9 and the last two sentences of Section 3(c) shall survive the termination 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, Ass... | Label: Survival |
d8211cca-284a-44f3-a6cf-828e364297e2 | Clause:
This Note shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Note shall not be interpreted or construed with a... | Label: Governing Laws |
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