id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
953aeef5-5058-4e9f-ab71-1f374652e1a9 | Clause:
No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive). No waiver by either Party of any breach of, or of compliance with, any condition... | Label: Waivers |
a532937b-f227-467d-a9f9-e7d018c03674 | Clause:
This Agreement may not be amended except by a writing executed by all parties.
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... | Label: Amendments |
63d1d460-1a02-46ff-8ab9-f7d812d3913c | Clause:
Section 7.03 of the Financing Agreement is hereby amended by deleting the Total Leverage Ratio of "2.98:1.00" for December 31, 2016 and substituting the Total Leverage Ratio of "3.25:1.00"in its place.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Amendments |
721bbf97-91c8-4cb0-9d6b-71fbc4049785 | Clause:
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2(a)(1) of the 1933 Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it wou... | Label: Integration |
9815d937-cbcc-4cb6-a814-c318854cfbf4 | 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 July 14, 2016; prov... | Label: Terminations |
2ad32ab1-67d2-47f2-9427-6e0a2c0c81c4 | Clause:
The audited consolidated balance sheets of the Company as at December 31, 2015 and the related consolidated statements of operations and of cash flows for the fiscal year then ended, accompanied by a report thereon by Hein & Associates LLP (collectively, the “ Financial Statements ”), present fairly, in all mat... | Label: Financial Statements |
ff33a29e-bf75-4161-9bba-011b67c4789e | Clause:
This Agreement contains the entire understanding of the Company and the Executive with respect to the subject matter hereof and supersedes in its entirety the Original Agreement. Any payments actually made under this Agreement in the event of the Executive’s termination of employment shall be in lieu of any sev... | Label: Entire Agreements |
18df6d17-2390-4939-8686-195e0e22d4c1 | Clause:
Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Director shall be addressed to him or her at the address stated in the Company’s records. By a notice given pursuant to this Section 11, either p... | Label: Notices |
4232eeb0-ee71-427d-b28b-5261c43707c0 | Clause:
Directly or indirectly, use any Credit Extension or the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar applicable anti-corruption legislation in other jurisdictions.
Task: Classify this claus... | Label: Anti-Corruption Laws |
9dab2d87-7324-431b-86fb-5b838ba234ea | Clause:
This Amendment may be executed in counterparts (and by different parties hereto 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 Amendment by email or f... | Label: Counterparts |
a45ba6f9-d9b9-4034-88aa-752d8df9ca63 | Clause:
(a) Without affecting the lien or charge created by this Mortgage upon any portion of the Mortgaged Property not then or theretofore released as security for the full amount of the Obligations, Mortgagee may, from time to time and without notice, agree to (i) release any person liable for the indebtedness borro... | Label: Releases |
f11606f8-1752-4e22-ac74-e32260c13cf8 | Clause:
All notices required or permitted to be given under this Agreement shall be in writing and shall be delivered personally or sent by facsimile, overnight delivery, or registered mail, return receipt requested, to the Parties at the addresses set forth below, or to such changed address as either Party may subsequ... | Label: Notices |
8bb08383-1d2e-43d8-8f87-dcb2f17b585b | Clause:
Except as to matters that would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (a) the Borrower and its Subsidiaries own and have retained all rights to, or otherwise possess the right to use, all of the trademarks, service marks, logos, trade names, copyr... | Label: Intellectual Property |
bc503ecc-b99e-4120-866d-c5b0e6cd2c25 | Clause:
The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of... | Label: Transactions With Affiliates |
fa424530-b69a-40df-82b2-5a0495d70075 | Clause:
The Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it, the Parent, the Borrower or any of the Restricted Subsidiaries is subject, and all other matters known to it, that, in each case, individually or in the aggregate, ... | Label: Disclosures |
13b95962-46e2-4dbc-9beb-daa3956b945d | Clause:
Notwithstanding any provision of this Agreement to the contrary, the issuance of the RSUs (and the shares of Stock upon settlement of the RSUs) pursuant to this Agreement will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the... | Label: Compliance With Laws |
8e4c5553-e98d-4914-8c48-22dc5a8f5d18 | Clause:
Any provision of this Agreement that 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 but shall be interpreted as if it were written so as to be enforceable... | Label: Severability |
6c4bd481-a693-49ad-b078-8e5c7a015c84 | Clause:
The 2016-A Lease is in full force and effect and not satisfied, subordinated or rescinded and no provision of the 2016-A Lease has been waived in any manner that causes or could cause such 2016-A Lease to not qualify with the other criteria set forth herein.
Task: Classify this clause into ONE of these types (... | Label: No Waivers |
7b1ebe29-c6b2-4f8f-8407-1ce4e16b3df9 | Clause:
To the fullest extent permitted by law, PJT Holdings shall indemnify you (and your heirs, executors or administrators) if you are made or are threatened to be made a party to or are otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of PJT Holdings or oth... | Label: Indemnifications |
0d5a3068-59d1-4c82-9ee1-89f9db1df80e | Clause:
The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any Proceeding which arises out of or relates to this Agreement. Notwithstanding the foregoing, Indemnitee or a Third Party Beneficiary, at Indemnitee or such... | Label: Consent To Jurisdiction |
6fbc1f86-fd77-4b53-a3da-3c6b9318888e | Clause:
To the best of its knowledge, FTI has complied with all applicable statutes and regulations, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of FTI or except to the extent that noncompliance would not result in the occu... | Label: Compliance With Laws |
09508525-8ef0-4754-aafe-4dca4485ccc6 | Clause:
EXCEPT TO THE EXTENT OF THE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE DOCUMENTS EXECUTED AT CLOSING, AND EXCEPT FOR (A) CLAIMS FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING DURING THE PERIOD OF SELLER’S OWNERSHIP; (B) CLAIMS FOR FRAUD; (C) CLAIMS UNDER SECTION 12... | Label: Releases |
513e3f90-3149-43ef-a600-e2dbfdd777bf | Clause:
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Restated Credit Agreement (as defined below), except that the defined terms “Lender” and “Requisite Lenders” shall have the meaning given such terms by the Original Credit Agreement.
Task: Classify this clause i... | Label: Defined Terms |
4c46679e-f23d-4aa8-9c47-2170b0d0a164 | Clause:
At the request of Agent or any Lender at any time and from time to time, Borrowers shall, at their expense, duly execute and deliver, or cause to be duly executed and delivered, such further agreements, documents and instruments, and do or cause to be done such further acts as may be necessary or proper to evid... | Label: Further Assurances |
0a95fced-4282-48a6-9c0d-5a39aafb8e06 | Clause:
The parties agree that irreparable damage would occur in the event any of the provisions of this Agreement were not performed in accordance with the terms hereof. It is accordingly agreed that, subject to the terms and conditions of this Section 19(r), the Recipient and Contributor shall be entitled to an... | Label: Specific Performance |
9bd61364-6d3c-42d3-9c81-76c9637384cd | Clause:
Each Borrower and Operating Lessee has been duly organized and is validly existing and in good standing with requisite power and authority to own its interest in and/or operate the related Individual Property and to transact the businesses in which it is now engaged. Each Individual Borrower and Operating Lesse... | Label: Organizations |
9690c381-4782-48d2-aed7-6f7c2b4f90a3 | Clause:
The Administrative Agent shall have received (i) an audited consolidated balance sheet and audited consolidated statements of income, stockholders’ equity and cash flows of Cotiviti Holdings as of and for the Fiscal Year ended December 31, 2015, (ii) an unaudited consolidated balance sheet and the related unaud... | Label: Financial Statements |
23c5f5c0-7add-491b-9152-475b199c918c | Clause:
This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous agreements, negotiations, discussion, understandings, conversations, commitments and writings with respect to such subject matter.
Task: Classify this clause into ... | Label: Entire Agreements |
8d27d283-9a0a-4ccd-b6d0-c433e726f197 | Clause:
If a Participant’s Termination of Employment is the result of death, his or her Beneficiary shall be entitled to a fully vested benefit equal to the value of the Participant’s Account. Such benefit shall be paid at the times and in the manner determined under Article X. If a Participant’s death occurs after his... | Label: Death |
89fff032-0190-47e3-8c20-e8de1dc0da95 | Clause:
The Employee represents and warrants to the Company, and the Employee’s signature below will confirm, that performance of the Employee’s obligations as an employee of the Company, or any other matter contemplated by this Agreement, will not conflict with or violate any agreement, court order, obligation or othe... | Label: Representations |
0c02a01a-09e2-4511-b122-5517793cf9d9 | Clause:
Borrower shall have paid to each Agent the reasonable and documented fees payable on or before the Restatement Effective Date referred to in Section 2.11(a) and (b) and all reasonable and documented expenses payable pursuant to Section 10.2 which have accrued to the Restatement Effective Date.
Task: Classify t... | Label: Fees |
8838043b-ba73-437e-ac88-c1066e055b14 | Clause:
Notwithstanding anything herein to the contrary, if prior to the Vesting Date you voluntarily terminate your employment with the Company other than as an Eligible Retirement, or your employment is terminated by the Company for Cause, you agree that (a) you shall forfeit all of your rights to payment of any rema... | Label: Forfeitures |
d0c40f6e-1dc2-4bcf-a98f-26c1d449ccac | Clause:
Neither the Information Memorandum (including the information incorporated therein by reference) nor any of the other reports, financial statements, certificates or other written information furnished by or on behalf of Parent or the Borrower, to the Agent or any Lender in connection with the negotiation of thi... | Label: Disclosures |
246fde84-21cd-42c3-9114-3338241be4d4 | Clause:
During his employment by the Company, Executive shall be entitled to participate in all fringe benefits and perquisites made available to other executives of the Company, such participation to be at levels, and on terms and conditions, that are commensurate with his position and responsibilities at the Company ... | Label: Vacations |
26294645-636e-47d2-8a88-ac46a344582f | Clause:
Each of the parties hereto represents to the other that it has dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby other than the Brokers. Seller shall be solely responsible for any commissions, compensation or other fees due, owed or payable to ... | Label: Brokers |
26fd3ddf-5184-4c29-8890-97a37639da36 | Clause:
This Agreement may be executed in any number of counterparts, all of which will be considered one and the same agreement and will become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties hereto (including via facsimile or other electronic transmission)... | Label: Counterparts |
1d86f63f-9b06-40c5-9c7a-b1789fadd6e8 | Clause:
Subject to Section 4.1, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their successors, assigns, heirs and personal representatives.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Binding Effects |
2e9f0d41-f0ae-40d5-9a40-4b61998ceee1 | Clause:
Each Loan Party will, and will cause each Restricted Subsidiary to, do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual property ri... | Label: Existence |
a4661821-6c9b-4e23-9fd8-944518051e0d | Clause:
The Executive acknowledges and agrees that any breach by him of any of the provisions of this Section 8 (the “ Restrictive Covenants ”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches or threatens to commit a breach... | Label: Enforcements |
537000f4-2072-4199-aa3a-5b8eb42d301f | Clause:
This Agreement shall terminate upon the earlier of (a) the date on which there are no Indemnified Liabilities outstanding or, in the case of the Subsidiaries Claim, potential claims outstanding, or (b) six (6) years from the date of the Closing.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Terminations |
73b75f4d-de56-4b6a-846a-6a3474b099e1 | Clause:
Executive shall be paid an annualized Base Salary , payable in United States dollars and less applicable taxes and deductions and in accordance with the regular payroll practices of the Company , of USD$359,000 with increases, if any, as may be approved in writing by the Compensation Committee.
Task: Classify ... | Label: Base Salary |
1a25587e-7c6b-4367-8b86-ce610d151be5 | Clause:
The Series C Preferred Stock shall have perpetual term unless converted in accordance with Section 5.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Auth... | Label: Terms |
57817b2c-0e73-4965-b782-11ba26ae1d19 | Clause:
The validity, performance, construction, and effect of this Agreement shall be governed by the laws of the State of New York, without regard to its conflicts of laws principles. In the event a judicial proceeding is necessary, the sole forum for resolving such disputes shall be the state court system of Delawar... | Label: Governing Laws |
1ac66d19-5509-4f49-9324-476ba69dd5b5 | Clause:
Except as expressly stated to the contrary with regard to the Original PAA, t his Agreement supersedes and replaces all prior agreements, written or oral, between the parties with respect to the Offering of the Securities and the subject matter hereof.
Task: Classify this clause into ONE of these types (exactl... | Label: Entire Agreements |
1b811077-b0cf-4a80-9eec-7a99c2603f11 | Clause:
Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware.
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: Organizations |
9841e8b1-22f0-4489-b0ee-cea23c56cdee | Clause:
The provisions of this Agreement (other than Section 5 and Section 6 ) shall terminate upon the earliest to occur of ( i ) its termination by the written agreement of all parties hereto or their respective successors in interest, ( ii ) with respect to a Stockholder, the date on which all shares of Common Stoc... | Label: Terminations |
cb4fa566-eb4f-4d9d-a209-8871a54b9c53 | Clause:
Each Party agrees to take or cause to be taken such further actions to execute, deliver and file all further documents and instruments, and to take any further action that may be reasonably necessary or requested in order to fully effectuate the purposes, terms, conditions and intent of this Lease.
Task: Class... | Label: Further Assurances |
c9cc351f-b7ef-43ad-87a1-9498eecaf820 | Clause:
The Company and each Significant Subsidiary is in compliance in all material respects with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (herein called “ ERISA ”); no “reportable event” (... | Label: Erisa |
11393370-9d4e-4bfc-a566-c5eedc222ef3 | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDER.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Waiver Of Jury Trials |
ccce0fd8-1829-4a30-80de-d1b92b07dd30 | Clause:
Each party covenants and agrees during the Term it will fully comply with all applicable laws, ordinances, regulations, licenses and permits of or issued by any federal, state or local government entity, agency or instrumentality applicable to its responsibilities hereunder. Each party agrees that it shall comp... | Label: General |
8facda81-8004-47bc-8f48-cb3c8a0ced02 | Clause:
This Agreement, the Note, and the other Loan Documents have been duly authorized, executed and delivered and constitute the legal, valid and binding obligations of Borrower enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or other simi... | Label: Binding Effects |
1cb49453-8f9b-49d8-9ced-428982f10cfe | Clause:
Each party (“Indemnifying Party”) agrees to indemnify and hold harmless the other party and such party’s affiliates and its and their respective principals, officers, directors, shareholders, partners, members, managers and employees (each, an “Indemnified Party”) from and against, and to pay or reimburse any s... | Label: Indemnifications |
e794f8be-d72f-4322-a9e5-8fafaa314c7c | Clause:
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, Seller hereby irrevocably conveys, transfers and assigns to Purchaser, all of Seller’s right, title and interest in and to the trademark registrations and applications set forth in Schedule 1 hereto, together with... | Label: Assignments |
abfaac88-c233-4d51-a4bb-95d71e767668 | Clause:
Any Lender may at any time, without the consent of the Borrower, the Administrative Agent or the Swingline Lender (but with notice to the Administrative Agent), sell participations to any Person (other than to a natural person or to a Loan Party or its Affiliates or Subsidiaries) (each, a “ Participant ”) in al... | Label: Participations |
6ce38ff2-6150-4e29-aabe-9024174f2eaf | Clause:
The PBCA will be cancelled upon the termination of the Participant’s employment with the Company and its Subsidiaries as described below.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Forfeitures |
29120028-4ef3-4550-a035-95840b0eebe1 | Clause:
Parent may, in its sole and absolute discretion, from time to time hold or acquire assets in its own name or otherwise other than through the Partnership so long as the General Partner and Parent take commercially reasonable measures to ensure that the economic benefits and burdens of such assets (other than Qu... | Label: General |
f6a04323-817a-4a74-925f-fac95f61e81b | 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 the Investor or its agents or counsel with any information that it believes constitutes or might con... | Label: Disclosures |
4c049b0a-2400-401d-8f63-fff5e0d032da | Clause:
Neither the execution and delivery of the Loan Documents, nor the consummation of the transactions contemplated therein, nor performance of and compliance with the terms and provisions thereof will (i) violate or conflict with any provision of its formation and governance documents, (ii) violate any material Le... | Label: No Conflicts |
dcfb3f10-e279-425d-9029-de955fffeed4 | Clause:
Subject to the provisions of Section 1.6 above, this Warrant is exercisable in whole or in part at any time and from time to time on or before 6:00 P.M. Pacific time, on the Expiration Date and shall be void thereafter .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Terms |
82ce5aa8-ac9c-4afd-be02-47119966d2a6 | Clause:
There is no pending or, to the best knowledge of the Company, threatened action, suit, proceeding or investigation before any court, governmental agency or body, or arbitrator having jurisdiction over the Company, that would affect the execution by the Company or the performance by the Company of its obligation... | Label: Litigations |
6ad23842-8685-4f39-891b-f52a34c27e1f | Clause:
This Agreement and all of the obligations of the Borrowers hereunder shall remain in full force and effect without regard to and shall not be released, affected or impaired by: (a ) any amendment, assignment, transfer, modification of or addition or supplement to the Obligations, this Agreement or any other Loa... | Label: Modifications |
a1b86f3f-2edd-4f55-bdb3-3c4ed9c8eb17 | Clause:
Whether or not the transactions contemplated hereby are consummated, Parent and the Co-Borrowers, jointly and severally, shall indemnify and hold the Administrative Agent, the Banks, the Issuing Banks, and each of their Affiliates, officers, directors, partners, employees, counsel, agents and attorneys-in-fact ... | Label: Indemnity |
e5c9fd74-efd9-403b-8b88-3d7026f37f8d | Clause:
Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) on a confidential and need-to-know basis to its Affiliates and to its and its Affiliates’ respective partners, directors, of... | Label: Confidentiality |
e16a1d40-a981-4783-b8ab-093d53cee34e | Clause:
It is hereby agreed that Employee’s rights and obligations under this Agreement are personal and may not be delegated or assigned. No assignment by the Company shall be effective unless the assignee expressly agrees in writing to become bound by the terms and conditions hereof.
Task: Classify this clause into ... | Label: Assignments |
03fda88f-c16b-4d01-a6ee-c16aed329921 | Clause:
(a) All computations of interest and of fees shall be made by the Applicable Agent on the basis of a year of 360 days and, in the case of ABR Loans 365/366 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest and f... | Label: Fees |
0ed464fc-e518-40b4-93c7-8339a02cfba6 | Clause:
The parties to this Agreement hereby agree to execute any other documents and take any further actions which are reasonably necessary or appropriate in order to implement the transactions contemplated by this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Further Assurances |
e7e9424a-9f83-49f9-9be2-32ab153ab756 | Clause:
Following the execution of this Joinder Agreement by the New Lender, an executed original hereof, together with all attachments hereto, shall be delivered to the Administrative Agent. The effective date of this Joinder Agreement (the " Effective Date ") shall be the date of execution hereof by the Borrowers, t... | Label: Effective Dates |
c54497e4-f164-4b1a-bca4-f6577747e9be | Clause:
In the event of a Change in Control, the vesting of the Performance Awards 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 Performance Awards shall be governed by the applicable provisions of the Executi... | Label: Change In Control |
10e5d4b5-c8be-4398-99c5-f41a9b8ca746 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon both parties, their successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Counterparts |
316688ca-b781-4f85-9fa2-e75906679b22 | Clause:
This Agreement shall be governed and constructed in accordance with the laws of the State of Texas and all disputes shall be resolved by the courts in Harris County .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Governing Laws |
2408d561-a4c5-44b1-b838-8954c63677a3 | Clause:
In the event of a Change in Control, then Restricted Stock Units shall time vest in accordance with the Plan and performance vest if the Change in Control Price equals or exceeds the stock price in the applicable performance vesting conditions as set forth in the Notice of Grant and shall continue or be settled... | Label: Change In Control |
360b956a-bb39-4784-8b71-3ed12b3ea73e | Clause:
This Release shall be subject to the provisions of Sections 18 and 21 of the Consulting and Services 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, Autho... | Label: Governing Laws |
356fec1d-ef8a-4160-a58b-36262867a157 | Clause:
Any notice or other communication required or permitted pursuant to the terms hereof shall have been duly given when delivered personally or by email or mailed by United States mail, first class, postage prepaid, addressed to (a) with respect to the Executive, his or her last known address on file in the Compan... | Label: Notices |
99b1e4f3-b01f-4a21-beba-cbbc3485908c | Clause:
The effective date of the Program is January 1, 2016. The Program will continue in effect until the termination or expiration of the Plan or, if earlier, termination of the Program by the Committee (as defined below).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Effective Dates |
75f8b507-ffcf-4497-a397-e0d794bab3ab | Clause:
In the event that the Executive’s employment with the Company is terminated for any reason, the Company’s payment of the amounts or benefits provided for in this Section 4 (together with reimbursement of the Executive’s reasonable and necessary out-of-pocket business expenses incurred through such date in accor... | Label: General |
516311a1-8508-48d2-95bd-fa18d9e9238a | Clause:
Each Restricted Stock Unit represents the unsecured right to receive, subject to vesting and the terms hereof, one share of Stock. Subject to the Participant’s separation from service with the Corporation or any Affiliate (the “ Corporation Group ”) for any reason set forth in Section D(2) of this Award Agreem... | Label: Vesting |
6ae339b8-cb33-4a28-9061-716b7081d054 | Clause:
Subject to Section II.A.2(b) below, and as soon as administratively practicable following (but no later than thirty (30) days following) the Vesting Date, the Corporation shall issue Grantee one share of Common Stock for each vested Restricted Stock Unit.
Task: Classify this clause into ONE of these types (exa... | Label: General |
69f56a15-5250-4f8d-835d-905bbf3f9b53 | Clause:
The Warrant Holder may exercise this Warrant in whole or in part, at any time or from time to time on any Business Day on or prior to the Expiration Date, by delivering to the Company a duly executed notice (a “ Notice of Exercise ”) in the form of Exhibit A and by payment to the Company of the Exercise Price p... | Label: Payments |
3fa07d3d-39c6-4ee8-83c8-1982c3fa9d9e | Clause:
No waiver by Landlord of the Default or Breach of any term, covenant or condition hereof by Tenant, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Tenant of the same or of any other term, covenant or condition hereof. Landlord’s consent to, o... | Label: Waivers |
a0ef2acf-5bf9-466f-866c-5c2f63f08fa9 | Clause:
The initial term (" Initial Term ") of this Agreement commences as of the Effective Date and, unless this Agreement is terminated earlier pursuant to any of its express provisions, will continue in effect until two (2) years from such date.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Terms |
0a19f95f-4a0e-45af-9996-2d51124a4529 | Clause:
Headings in this Amendment Offer Letter are for reference purposes only and shall not be deemed to have any substantive effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Headings |
dabd7fe6-9a9b-4589-a78d-33cada4453d4 | Clause:
Each Borrower shall make, execute or endorse, and acknowledge and deliver or file or cause the same to be done, all such vouchers, invoices, notices, certifications and additional agreements, undertakings, transfers, assignments, financing statements or other assurances, and take any and all such other action, ... | Label: Further Assurances |
d7a314bc-9e9d-46b2-9c58-a725d19e24e9 | Clause:
This Company Guaranty Agreement, together with the Credit Agreement and other Loan Documents, constitutes and expresses the entire understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior negotiations, agreements, understandings, inducements, commitments or co... | Label: Entire Agreements |
f51fb385-a9fe-4fa8-9198-63982b30dedc | Clause:
The execution and delivery of each of the Credit Documents by each of Parent GP and the Loan Parties which is a party thereto and the performance by each of them of its respective obligations hereunder and thereunder have been duly authorized by all necessary corporate, partnership or analogous action and no Au... | Label: Authorizations |
270ca5d7-afdd-4243-a25f-760fb5c570e0 | Clause:
Employer hereby agrees to employ Executive, and Executive hereby accepts employment by Employer, during the term of this Agreement upon the terms and conditions set forth herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Employment |
a3d684b5-b3fe-472e-8fce-41619153385d | Clause:
This Agreement and its enforceability shall be construed in accordance with the laws of the State of California.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Auth... | Label: Governing Laws |
4bf126d3-a6f7-47cd-9a05-22990f4b87ab | Clause:
Subject to the time for notice provisions of Section 5.3 above, in the event of a default by Subtenant, Sublandlord shall have all of the rights and remedies against Subtenant as are set forth in Article 19 of the Master Lease as though Sublandlord were the landlord named therein and Subtenant, was the tenant n... | Label: Remedies |
22914606-886a-4bd6-b0dc-ec703eae89de | Clause:
If (a) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, ... | Label: Enforcements |
0ab79abd-7229-4812-8c29-68baee58201c | Clause:
If Mortgagor shall request Mortgagee’s consent or approval pursuant to any of the provisions of this Mortgage or otherwise, and Mortgagee shall fail or refuse to give, or shall delay in giving, such consent or approval, Mortgagor shall in no event make, or be entitled to make, any claim for damages (nor shall M... | Label: Approvals |
398698c5-c7f2-412e-bed1-3c59246ec67f | Clause:
This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Counterparts |
617b59e9-d46c-4c33-bf3b-d7a998ee2d19 | Clause:
No authorisations of governmental, judicial or public bodies or authorities in England are required by the Company in connection with the performance, validity or enforceability of its payment obligations under the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Consents |
ee052f18-717c-429a-8e5d-77dcbbbe9ce2 | Clause:
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any applicable principles of conflict of laws that would cause the Laws of another State to otherwise govern this Agreement. The parties hereto agree that any Action seeking to enfo... | Label: Governing Laws |
9ecc6d85-91c7-4982-b625-18875d295b55 | Clause:
(a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries or any Parent Company (i) as to which there is a reasonable likelihood of an adverse determination... | Label: Litigations |
eb681aaf-284d-41e1-9889-63d4c1d45266 | Clause:
The express representations and warranties made in this Article by Buyer or Seller will not merge into any instrument of conveyance delivered at the Closing; provided, however , that any action, suit or proceeding with respect to the truth, accuracy or completeness of any such representations and warranties sha... | Label: Survival |
cda71ffb-2666-40ff-9f0f-95b77ae5cf3c | Clause:
The Borrower shall: (i) subject to sub-clause (ii) of this clause (a), default in the payment when due of any principal of any of the Loans, (ii) default in the payment when due of any principal of any of the Loans and (A) such default is due to an event the result of which is an impairment of the financial mar... | Label: Payments |
9db9508c-32cb-48b6-8362-6d5fedec2f3a | Clause:
Upon written notice of any Dispute, the Parties shall attempt to resolve it promptly by negotiation between the senior management of the Parties who have authority to settle the Dispute within thirty (30) days after a Party sends such written notice. If such negotiations do not resolve the Dispute, the Parties ... | Label: Notices |
b3df1bcd-b1f3-49c2-936f-16fb3531a0c3 | Clause:
Upon your relocation to the US, you will be eligible for accrual of four (4) weeks of vacation annually.
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, A... | Label: Vacations |
28535b18-c8cb-421f-8320-bf638d5fcbcb | Clause:
This Amendment is a Loan Document executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Amended Credit Agreement.
Task: Classify this clause into ONE of these types (e... | Label: Construction |
3c1ef517-795c-444a-b9fe-f94ed3881353 | Clause:
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of this Agreement is not m... | Label: Severability |
8ed6e759-3ac1-4776-8ce0-78d731b946bc | Clause:
Neither this Agreement nor any right or obligation hereunder may be assigned or delegated, in whole or in part, by either party without the prior express written consent of the other, except that the Licensee may assign this Agreement without restriction to the Parent or to any of their respective Affiliates or... | Label: Assignments |
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