id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
c1ea3386-c60e-4601-9a6f-0d1c04fdfacb | Clause:
This Agreement, the Confidential Information and Invention Assignment Agreement previously entered into by and between the Company and Executive and the indemnification agreement previously entered into by and between the Company and Executive represent the entire agreement and understanding between the Compa... | Label: Entire Agreements |
d8ce04a9-5cef-4393-89e7-3e6c77019e20 | Clause:
Each Borrower Party and each Subsidiary of a Borrower Party is in compliance with all Applicable Laws and with all of the provisions of its certificate of incorporation or formation and by-laws or other governing documents except where the failure to be in compliance could not reasonably be expected to have a M... | Label: Compliance With Laws |
4a612689-2bdd-4070-a1be-38f0539f3714 | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHET... | Label: Waiver Of Jury Trials |
08371187-757b-4a6f-9e2a-368925521bd6 | Clause:
In this Agreement, words in the singular are deemed to include the plural and vice versa and words of one gender are deemed to include the other gender as the context requires. The terms “hereof,” “herein,” “hereto,” “hereby,” “herewith” and words of similar import will, unless otherwise stated, be construed t... | Label: Interpretations |
e3922df0-077d-4b5c-9805-869becef7c79 | Clause:
This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(3) of the Sec... | Label: Terms |
46bfb59f-e3bd-4452-a6f4-ac77af5ab061 | Clause:
Except as may otherwise be permitted under Code §401(a)(13)(C), or as may otherwise be permitted under a Qualified Domestic Relations Order under Section 8.9, or as may otherwise be permitted under Section 7.1 relating to loans to Participants, no right or claim to, or interest in, any part of the Trust, or any... | Label: Assignments |
d061e989-7766-4db3-a268-b405333a5ed1 | Clause:
Sections 6.02, 6.03, 6.07, 6.08, 6.09, 6.10 and 6.12 of the Investment Agreement are incorporated herein by reference, mutatis mutandis .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Miscellaneous |
6c4dce74-a761-49e2-80eb-e6439d31ee60 | Clause:
The Borrower will not, nor will it permit any of its Subsidiaries to, directly or to the knowledge of the Borrower, indirectly, use the proceeds of any Credit Event, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund or f... | Label: Sanctions |
9405d58e-c7d3-4860-ac92-3897c81b6710 | Clause:
The Company shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary for consummation of the purchase and sale of the Securities.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Consents |
7434344d-fcdd-41e0-8f66-2fc5fa884ecb | Clause:
This Agreement shall be governed by and construed and enforced under and in accordance with the laws of the State of Tennessee, without regard to or the application of principles of conflicts of laws. The Parties agree that any appropriate state court located in Williamson County, Tennessee or federal court for... | Label: Applicable Laws |
a4418d71-c98b-4b7c-85cd-12e7969b506e | Clause:
This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties... | Label: Counterparts |
adaf6169-baad-4f6b-afd2-b78b5002f09a | Clause:
This Agreement will become effective only if it is fully executed on or before July 28, 2016, and, if it is fully executed on or before that date, the date of execution will be the Effective Date of the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Effective Dates |
4b2e122d-ae90-4075-8ba5-a5b22aeb7e41 | Clause:
The JSC will have only the powers assigned expressly to it in this Article 3 and elsewhere in this Agreement, and will not have any power to amend, modify or waive compliance with this Agreement. In furtherance thereof, each Party will retain the rights, powers and discretion granted to it under this Agreement... | Label: Authority |
c6d9239f-8b60-4acf-9d9f-115c020b0e06 | Clause:
The representations and warranties made by the Corporation in Section 4 hereof shall be true and correct when made, and shall be true and correct at the time of the Initial Closing with the same force and effect as if they had been made at and as of the time of the Initial Closing.
Task: Classify this clause i... | Label: Representations |
5080c998-6d5e-41be-9eb4-b3e5bae07f39 | Clause:
Any term or provision of this Guarantee that is invalid or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other ju... | Label: Severability |
6aa555e7-e8f3-447d-9f42-cdc4401c87de | Clause:
All distributions under the Plan shall be subject to withholding of all applicable taxes and the Committee may condition the delivery of any Shares or other benefits under the Plan on satisfaction of the applicable withholding obligations. Except as otherwise provided by the Committee, such withholding obligat... | Label: Tax Withholdings |
86e90c3f-7f64-44db-8023-66ec754d7e7a | Clause:
The Executive agrees that the Executive shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive's employment and for the benefit of the Company, at any time following the Date of Termination, any nonpublic, propriet... | Label: Confidentiality |
2bac1e45-d15a-45c7-8322-99ee5b93c987 | Clause:
The Purchasers agree that the provision of any information, records or other access by the Company to a Purchaser pursuant to Section 3.3(a) shall be subject to a Non-Disclosure Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Confidentiality |
cc2fc6c7-8f0f-4b3a-9157-bfc7dd1222bc | Clause:
In the event that the Closing shall not have occurred with respect to a Buyer on or before five (5) Business Days from the date hereof due to the Company's or such Buyer's failure to satisfy the conditions set forth in Sections 6 and 7 above (and the nonbreaching party's failure to waive such unsatisfied condit... | Label: Terminations |
8e576c5e-7e17-4350-8e1e-35e9cdc886b7 | Clause:
This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the Parent, the Buyer,... | Label: Assignments |
7a2ffc7d-f2be-48da-ac6c-d5050ce0113b | Clause:
Subject to the entry of the DIP Financing Orders and subject to the terms thereof, no event has occurred and no condition exists which would, upon or immediately after the execution and delivery of this Agreement or any Borrower’s performance hereunder, constitute a Default or an Event of Default.
Task: Classi... | Label: No Defaults |
3156d7a5-62f2-4610-a2f2-1d3a78c89f61 | Clause:
Tenant guarantees, warrants and represents that (a) Tenant is duly incorporated or otherwise established or formed and validly existing under the laws of its state of incorporation, establishment or formation, (b) Tenant has and is duly qualified to do business in the state in which the Project is located, (c) ... | Label: Representations |
79c53449-dff3-48b4-a997-8c12c31ac902 | Clause:
Each of the provisions of this Agreement constitutes independent and separable covenants. Any portion of this Agreement that is determined by a court of competent jurisdiction to be overly broad in scope, duration, or area of applicability or in conflict with any applicable statute or rule will be deemed, if po... | Label: Severability |
a20f9fed-ce7a-4844-9626-2c52b73f4364 | Clause:
All references to the singular shall be deemed to include the plural and vice versa where the context so requires.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Au... | Label: Definitions |
a265ec5b-75ba-417a-90ee-ac9495e77d4f | Clause:
This Agreement is the agreement referred to in Article 7.4 of the Plan. If there is any conflict between the Plan and this Agreement, the provisions of the Plan will control. Any dispute or disagreement which arises under or in any way relates to the interpretation or construction of the Plan or this Agreemen... | Label: Agreements |
232767da-4bbc-46fe-a8eb-39a352246c4f | Clause:
This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives; provided , however , that Guarantor may not, without the prior written consent of Lender, assign any of its rights, powers, duties or obligations hereunder. If G... | Label: Assignments |
fbd2f242-1381-43c5-94c0-e7f55d93c5ca | Clause:
Other than as set forth in the Prospectus, the Company and its Subsidiaries carry, or are covered by, insurance in such amounts and covering such risks as is prudent, reasonable and customary for companies engaged in similar businesses in similar industries; neither the Company nor its Subsidiaries has received... | Label: Insurances |
d694fb0a-db1f-495a-943a-1105b8b378b6 | Clause:
The benefits payable to the Participant under the Plan shall not be subject to alienation, transfer, assignment, garnishment, execution or levy of any kind and any attempt to cause any benefits to be so subjected shall not be recognized.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Assignments |
aaed76a1-ff41-4968-88ee-6627698c12d7 | Clause:
If the Executive commits a breach or threatens to breach any of the provisions of Section 5.1 or 5.2 hereof, the Company shall have the right to seek to have the provisions of this Agreement specifically enforced by injunction or otherwise by any court having jurisdiction, it being acknowledged and agreed that ... | Label: Remedies |
9a8a9c95-0bb3-47d5-84a3-cb72025b018a | Clause:
This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the obligations addressed herein and supersedes all prior or contemporaneous oral or written agreements regarding the subject matter hereof, except that Nondisclosure Agreement between Employee and the Adviso... | Label: Entire Agreements |
7da03e40-766b-4166-a96d-d71933c5f684 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute but one and the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Counterparts |
80a90a2e-9cd1-486f-99dd-493e424f0560 | Clause:
The Borrower shall (and shall cause each Borrower Party to) not create, incur, assume or suffer to exist (a) any Lien on any of its Property (including any Collateral) except for Permitted Liens or (b) any Lien on its Capital Stock, except the Lien granted under the Security Documents.
Task: Classify this clau... | Label: Liens |
ad297812-6a55-4c49-9cbe-a7566d1b7b99 | Clause:
There shall not exist any action, suit, investigation or proceeding pending or to the knowledge of PRA, threatened in any court or before an arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Litigations |
7818088a-dd98-45a4-847b-01ce05d0397d | Clause:
This Retirement Agreement may be executed in one or more counterparts, each of which shall be deemed to 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, Anti-Corrup... | Label: Counterparts |
04a00170-65d0-4afb-aa16-bb96b9340c27 | Clause:
(a) For purposes of this Section 2.20 , the term “applicable law” includes FATCA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Sa... | Label: Taxes |
28d010fd-0670-4928-b2c5-4a0440f75393 | Clause:
Prior to the Discharge of First-Out Obligations, the First-Out Agent agrees that if it shall at any time hold a First-Out Lien on any Shared Collateral that can be perfected by the possession or control of such Collateral or of any Account in which such Shared Collateral is held, and if such Shared Collateral o... | Label: General |
04e5a32e-6424-4015-ab86-d54618e43d35 | Clause:
Except for (a) the Security Interest granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Security Agreement and (b) the Liens permitted by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No security... | Label: Titles |
c413fd04-0960-4a3c-8574-e29c619512b5 | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a particip... | Label: Participations |
833480a9-c190-49f8-8850-f894924d2cb3 | Clause:
The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by either party in exercising any right, power, or privilege under this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any s... | Label: Waivers |
2855ff45-0d8f-4e98-a5ba-57c342b53088 | Clause:
This Agreement shall be construed under the laws of the State of Kansas.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Bene... | Label: Governing Laws |
1be4ad7e-d9ca-4adf-b29e-7e272f75aa52 | Clause:
The Company authorized capital consists of 300,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, undesignated as to series. No shares of preferred stock have been issued or are outstanding. Schedule I annexed hereto sets forth the number of shares of Common Stock outstanding and the all s... | Label: Capitalization |
49203a7a-b27e-4c5e-867a-6ae03608c935 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrowers nor any other Loan Parties may assign or otherwise transfer any of its rights or obligations hereunder without the... | Label: Successors |
50fd2ef9-8d5c-4060-a824-3da8361260e0 | Clause:
The term of this Agreement shall commence as of the date that 4111 South Ocean Drive, LLC, a Florida limited liability company (the “Developer”) obtains a temporary certificate of occupancy for the Condominium, or such earlier date as may be mutually agreed upon in writing by the Parties (the “Commencement Date... | Label: Terms |
502248e2-b800-4f3e-b544-9eadf53b345e | Clause:
The Borrowers maintain and each Subsidiary maintains (either in the name of the applicable Borrower or in such Subsidiary’s own name) insurance on all of its Properties in compliance with the requirements of Section 5.05 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Insurances |
d4d6f1d0-0138-405a-ba82-de5e858525c5 | Clause:
You agree that you will at all times promptly disclose to the Company (which, for the purposes of this Section 7, will include the Company and any subsidiaries and affiliates of the Company), in such form and manner as the Company may reasonably require, any inventions, improvements or procedural or methodologi... | Label: Disclosures |
7c1cff69-ab8e-4a54-bd33-f9e2e6f7aa81 | Clause:
Borrower will not, and will not permit any of its Subsidiaries to create, incur, assume, or suffer to exist, directly or indirectly, any Lien on or with respect to any of its assets, of any kind, whether now owned or hereafter acquired, or any income or profits therefrom, except for Permitted Liens. Notwithstan... | Label: Liens |
e0184422-7db9-4c3c-807d-1ab13c972469 | Clause:
The Plan, the Grant Notice and this Agreement (including all exhibits thereto, if any) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and its Subsidiaries and Participant with respect to the subject matter hereof.
Task: Classi... | Label: Entire Agreements |
1fa9bbee-9935-4755-8beb-8ae8e5ebc412 | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $10,000,000 of... | Label: Closings |
c4a25bad-a06a-4499-ae4f-3b1a066f7d9c | Clause:
The Employee, in consideration of the promises and agreements of the Company herein contained, hereby accepts employment with the Company for a period of one (1) year commencing on the Effective Date. During that period, Employee agrees to serve as an Executive of Forest City Realty Trust, Inc. (“ Forest City ”... | Label: Terms |
b705a843-5002-4216-a35e-5f42488ff160 | Clause:
Employer agrees to pay to Employee during the Employment Term an annual base salary in the amount of Three Hundred and Eighty Thousand US Dollars ($380,000) per Employment Year less payroll deductions and all required withholdings, or such higher amount as the Compensation Committee of the Board shall from time... | Label: Base Salary |
5d4d6a5e-2c13-4d10-a1cd-0edd801e679c | Clause:
Except as provided in Paragraph 16 , this Agreement is the entire agreement between the Parties. Except as provided herein, this Agreement supersedes any and all prior oral or written promises or agreements between the Parties. Executive acknowledges that Executive has not relied on any promise, representatio... | Label: Entire Agreements |
0b751958-d16b-40d3-ad09-46eab61c8358 | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, the applicable Issuing Bank hereby grants to each applicable Revolving Lender, and each such Revolving Lender here... | Label: Participations |
54398f16-237b-4ecb-91c1-8401020ad579 | Clause:
No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other oc... | Label: No Waivers |
962c15c2-b815-4129-aa80-7ae290bec51b | Clause:
The term of this Agreement will begin as of the Effective Date and, unless earlier terminated in accordance with this Section 4 , will continue until March 31, 2021.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Terms |
d454380e-6bf1-4d84-9fb5-8849eccc8d2c | Clause:
The Company has all requisite power and authority to execute and deliver this Agreement and, after giving effect to the Shareholder Approval and the amendment to the Articles of Incorporation contemplated thereby, to perform its obligations hereunder in accordance with the terms hereof. The execution, delivery ... | Label: Authorizations |
244753a5-e435-4760-b927-11debbc6fdbc | Clause:
The Participant must pay the Company upon its demand the amount equal to its liability, if any, for the withholding of federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reaso... | Label: Withholdings |
c1344998-671e-4403-858e-daa0ba973954 | Clause:
Borrower represents that neither it nor Sponsor has dealt with any financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement other than Goldman, Sachs & Co., Bank of America Merrill Lynch and Lazard Frères & Co. LLC (and any... | Label: Brokers |
27f12650-7423-4882-9087-9f551d0a00a5 | Clause:
This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes the Employment Agreement and all other prior agreements, written or oral, with respect thereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Entire Agreements |
34c15d1e-5f4e-421a-82c2-54a5ff08b0c0 | Clause:
Each party hereto acknowledges and agrees that irreparable injury to the other party hereto would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable by the ... | Label: Specific Performance |
9d49fa30-64f9-4d8a-a7b5-96bb8e5f39b0 | Clause:
All covenants, agreements, representations and warranties made by the Loan Parties in this Agreement and the other Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the... | Label: Survival |
ff263091-cc42-4c51-8e34-879c4c24161d | Clause:
The article and section headings of this Agreement are for convenience only and in no way limit or enlarge the scope or meaning of the language hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Headings |
6271c720-ebbc-4183-8b67-fda0f06190a0 | Clause:
This Agreement shall be for the benefit of, and shall be binding upon, Carmike and Executive and their respective heirs, personal representatives, legal representatives, successors and assigns, subject, however, to the provisions in § 6.1 of this Agreement.
Task: Classify this clause into ONE of these types (e... | Label: Binding Effects |
ddc8cf0d-3927-4a12-81c6-94e5c30b78a2 | Clause:
QLT has all legal right, power, authority and capacity to execute and deliver this Voting Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. This Voting Agreement has been duly and validly executed and delivered by or on behalf of QLT and, assuming the due ... | Label: Authorizations |
c700c554-c0b4-46e4-8c03-b00e26c29713 | Clause:
To the knowledge of HCM, HCM has complied with all applicable statutes and regulations of any federal, state, or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of HCM or exc... | Label: Compliance With Laws |
86a24760-8327-4b7a-94a8-fc8738c9352b | Clause:
The consummation of a Post-Closing Issuance pursuant to this Section 5.1 (the “ Participation Closing ”) shall take place on such date, at such time and at such place as the Company shall specify by notice to each Exercising Stockholder, but in any event, not earlier than ten (10) Business Days prior to the dat... | Label: Closings |
185e1f9c-c542-4f3c-8cef-f781778bd086 | Clause:
The validity, construction and effect of this Agreement, and of any determinations or decisions made by the Board relating to this Agreement, and the rights of any and all persons having or claiming to have any interest under this Agreement, shall be determined exclusively in accordance with the laws of the Sta... | Label: Governing Laws |
ebc215ca-9251-40fe-a015-dc11508941a4 | Clause:
Pursuant to Section 14.2 of the Plan, the Company shall be entitled to deduct from any payment made pursuant to this Notice, the minimum amount necessary to satisfy all applicable income and employment taxes required to be withheld with respect to such payment or may require Optionee to remit to the Company the... | Label: Withholdings |
4986d00b-9f72-4e77-9f23-19921255ede6 | Clause:
The Company shall continue to employ Executive as a full-time employee of the Company effective as of the Effective Date for the period and in the position set forth in this Section 1, and upon the other terms and conditions herein provided.
Task: Classify this clause into ONE of these types (exactly one label... | Label: General |
55bc7183-4899-42bd-9b34-33c98406e91c | Clause:
The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or mad... | Label: No Conflicts |
aa2df2d2-6d52-4215-9c37-35e359b0bd08 | Clause:
Wolverine or one of its subsidiaries shall be entitled to (a) withhold and deduct from Employee’s future wages (or from other amounts that may be due and owing to Employee from Wolverine or a subsidiary), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any and... | Label: Withholdings |
23b2aeee-4f83-49fc-bac2-2fcdeee50e49 | Clause:
Assignor hereby indemnifies Assignee from and against any loss, cost or expense, including attorney fees and court costs relating from the failure of the Assignor to fulfill the obligations of tenant under the Lease accruing prior to the Commencement Date. Assignee hereby indemnifies Assignor from and against ... | Label: Indemnifications |
ae3ec068-2bb5-4293-9743-aeaad1f30fef | Clause:
The Company acknowledges that the Investor does not make any representation or warranty as to any matter whatsoever except as expressly set forth in this Agreement or in any certificate delivered by the Investor to the Company in accordance with the terms hereof.
Task: Classify this clause into ONE of these ty... | Label: Warranties |
19f71074-b5cf-430f-b24d-cfcc1ee40838 | Clause:
Each Buyer is a corporation duly organized, validly existing and, where the concept of good standing is recognized under corporate law, in good standing under the Laws of its jurisdiction of organization. Each Buyer is duly qualified to do business, and, where the concept of good standing is recognized under co... | Label: Organizations |
aa61d670-ef80-4000-a6c4-5e19e2b22937 | Clause:
If any portion of this Agreement is found to be unenforceable, then both the Executive and the Company desire that all other portions that can be separated from it or appropriately limited in scope shall remain fully valid and enforceable.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Severability |
e2dc586c-ebce-47a1-90e4-7f6fe909a9d9 | Clause:
Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Loan Agreement Obligations.
... | Label: Survival |
3af33c46-4718-451f-8fc7-96590d6739fa | Clause:
This Agreement shall commence on the Effective Date and terminate on the earlier of (a) three (3) years after such date or (b) the written notice by either Party to the other Party of its decision to terminate discussions in connection with the Purpose. Notwithstanding the termination of this Agreement, each Pa... | Label: Terms |
e72a7057-5149-4b9f-b243-0d3fcf6b2bd6 | Clause:
As of the date hereof, the authorized capital stock of Delphax consists of (i) 50,000,000 shares of Common Stock, par value $.10 per share, of which 6,919,465 shares are issued and outstanding; 2,856,167 shares are reserved for issuance under the Option Plans; and no shares are reserved for issuance pursuant to... | Label: Capitalization |
70acf22d-0820-4dfc-a60a-13b2eb362f26 | Clause:
(a) Commitment Fee . The Borrower agrees to pay to each Lender a commitment fee on the average daily unused amount of such Lender’s Commitment (i) in the case of each Lender on the Effective Date, from the Effective Date or (ii) in the case of any Lender that becomes a Lender after the Effective Date, the effec... | Label: Fees |
b489ba8d-5979-4a51-b1db-760db621b7d5 | Clause:
The Borrower shall have paid to each applicable recipient all reasonable and invoiced fees and expenses, including reasonable fees and expenses of counsel to the Administrative Agent, required to be paid or reimbursed by the Borrower.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Expenses |
afc46101-3fa7-4e5a-8198-2beb219f76e2 | Clause:
Seller has filed all reports required to be filed by it under the U.S. Securities Exchange Act of 1934, as amended, including pursuant to Section 13(a) or 15(d) thereof, for the three (3) years preceding the date hereof (or such shorter period as Seller was required by law to file such material) (the foregoing ... | Label: Financial Statements |
485580e2-74c0-44af-872b-d6ccfad9e74e | Clause:
As a condition of the grant and vesting of the Performance Shares, the Company, your employer or an administrative agent shall have the right, in whole in part, upon any payment to you of cash and/or Common Stock hereunder, (a) to deduct an amount equal to the taxes, social contributions, and/or other charges r... | Label: Tax Withholdings |
d9e1f496-30f1-4676-911c-0843a1742e0a | Clause:
The Borrower will, and will cause each of its Restricted Subsidiaries to comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including without limitation Environmental Laws), in each case except in such instances in which (i) such law, rule, regula... | Label: Compliance With Laws |
5ea99710-c240-4ba3-9076-7e315b151ed1 | Clause:
(a) Upon and subject to the terms and conditions of this Agreement, the Sellers agree to sell and transfer to the Buyer or its designated subsidiaries the Shares and the Buyer hereby agrees that it and its designated subsidiaries will pay the Sellers $36,374,000, or $6.50 per share, in the aggregate as consider... | Label: Sales |
e592c87f-e256-40c4-8020-e6aee9cefe6d | Clause:
(a) Any provision of this letter 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, and any such prohibition or unenforceability in any juris... | Label: Severability |
944bb95a-7d12-4f16-8eca-8bcaa1521851 | Clause:
For each Plan Year in which the Plan is a Top Heavy Plan and any Plan Year thereafter, the Employer Contribution Account of a Participant who has at least one (1) Hour of Service after the Plan becomes a Top Heavy Plan and who has completed three (3) or more years of Vesting Service shall become fully vested an... | Label: Vesting |
d72c7194-5799-4bd0-8bea-23965c1d24a5 | Clause:
The subscription hereunder may be revoked prior to the Closing thereon, provided that written notice of revocation is sent and is received by the Company or a Placement Agent at least three Business Days prior to the Closing on such subscription. The Purchaser hereby acknowledges and agrees that this Agreement ... | Label: Binding Effects |
a9229171-5d22-4faf-86eb-96a583ea0c18 | Clause:
As of the date of this Second Amendment, Landlord represents and warrants that it does not require the approval of the Holder of any Mortgage (if any) in connection with this Second Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Approvals |
476b29b6-c204-45f3-8c82-a7ff638b3754 | Clause:
Except as otherwise provided in Section 9 above, the execution of this Amendment and the acceptance of all other agreements and instruments related hereto shall not be deemed to be a waiver of any Default or Event of Default, whether or not known to Lender and whether or not existing on the date of this Amendme... | Label: No Waivers |
976ab3dc-bbe4-4f52-a03c-4b612cd33436 | Clause:
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict c... | Label: Construction |
a4361d79-485a-4b7e-873a-333da1a9ee30 | Clause:
The Top Borrower will comply, and will cause each of its Restricted Subsidiaries to comply, with the requirements of all applicable Requirements of Law (including applicable ERISA and all Environmental Laws, OFAC, the USA PATRIOT Act, the FCPA and other applicable anti-terrorism laws and anti-money laundering l... | Label: Compliance With Laws |
b39d3cba-ae92-4095-93b1-70cf51b5aa8a | Clause:
Unless specifically provided herein, this Agreement, the Severance Agreement, and the Employment Agreement contain all the understandings and representations between Executive and Employer pertaining to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representat... | Label: Entire Agreements |
fd2a107c-dcee-4c42-a7e0-d14c6374fcfa | Clause:
The proceeds of the Loans shall be used (i) to refinance indebtedness outstanding under the Existing Credit Agreement, (ii) to fund general corporate purposes including ongoing working capital, acquisitions, dividends and stock repurchases, and (iii) for payment of fees and expenses in connection with the acqui... | Label: Use Of Proceeds |
fa0bff45-b82e-4982-9873-2d72307e3c8a | 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 Purchasers or their agents or counsel with any information that it believes constitutes o... | Label: Disclosures |
b8db4da9-9835-4e3c-b4a5-bbf03370507c | Clause:
Seller is a corporation duly organized and validly existing in good standing under the laws of the State of Ohio, duly qualified to transact business as a foreign entity in such jurisdictions where the nature of its Business makes such qualification necessary, except as to jurisdictions where the failure to qua... | Label: Organizations |
d977cb7b-a08e-4059-887a-e7abd6155773 | Clause:
In accordance with the limits set forth in the Vermont Business Corporations Law and Delaware General Corporations Law, as applicable, the Bank or any successor shall indemnify the Executive Officer as provided by the Articles of Association and Bylaws.
Task: Classify this clause into ONE of these types (exact... | Label: Indemnifications |
d3c1e8ea-cf30-4881-9f53-4761b4309eaf | Clause:
This Section 6 shall survive the Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, B... | Label: Survival |
3e234b57-5d99-4019-944f-f84260d51f5a | Clause:
Change in Control . Any person or group of persons (within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended) shall, directly or indirectly, obtain beneficial ownership or control in one or more series of transactions of more than thirty percent (30%) of the common stock or thirty... | Label: Change In Control |
a96e1f2e-6f39-4491-8efb-e574cc8f283a | Clause:
The term of this Agreement shall commence on November 10, 2013, and shall continue, unless sooner terminated as provided herein, until November 9, 2021 (the “ First Term ”). Upon completion of the First Term and, if applicable, each Successive Term (as defined below) thereafter, unless either Party shall give a... | Label: Terms |
45013979-8a99-4514-b9b8-409f3eea31b3 | Clause:
Such Originator has filed or caused to be filed all U.S. federal income tax returns and all other material returns, statements, forms and reports for taxes, domestic or foreign, required to be filed by it and has paid all taxes payable by it which have become due or any assessments made against it or any of its... | Label: Taxes |
2c225171-2848-4e1b-8d91-c84a67c0f995 | 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 December 6, 2016; p... | Label: Terminations |
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