id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
875499d1-e422-4f90-863f-4d5c669643cf | 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 of this Agreement or affecting the validity or enforceability of such provisi... | Label: Severability |
652f56c0-1218-43ae-8f67-7515236c909d | Clause:
Unless ground handling is being provided by Airborne Global, LGSTX or another Airborne Global Provider under a separate Work Order as described in Section 2.8.1 , Amazon will ensure and require that all Personnel performing such ground handling and cargo handling functions are fully trained and qualified, and t... | Label: Qualifications |
d9ee6a20-7e31-49a8-a771-b04928c7d666 | Clause:
Notwithstanding anything in this Bonus Plan to the contrary, this Bonus Plan shall not become effective unless, and until, the Closing has occurred, in which case this Bonus Plan shall be effective as of the Closing Date. This Bonus Plan can be terminated at any time prior to the Closing by Parent (without any... | Label: Effective Dates |
3b9aef96-6fa2-42ec-b80c-038c65c53d90 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) tha... | Label: Governing Laws |
8fd3eda2-4dac-46a0-a5da-95203d7badeb | Clause:
If any term, covenant, condition or provision of this Lease is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
Task: Classify this clause into ONE of t... | Label: Severability |
0a5e3833-7c23-48bc-aeb9-02321402fd1f | Clause:
The term (the “ Term ”) of this Agreement shall begin on the Effective Date and shall end on June 14, 2018, unless earlier terminated pursuant to the terms hereof (such date that the Term ends or is terminated, the “ Termination Date ”).
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Terms |
e421cb17-56ca-416d-b0e9-e0a996bd30d9 | Clause:
Each of the Parties hereby agrees to take such further actions and to execute, acknowledge and deliver all such further documents as are reasonably requested by the other Party, or which are reasonably necessary to successfully consummate the transactions contemplated by this Agreement.
Task: Classify this cla... | Label: Further Assurances |
4fd16ea3-04b8-4f5e-901a-f533d74e75a1 | Clause:
No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by the Investor in connection with the execution and delivery of this Agreement by the Investor or the consummation by the Investor of the Debt Exchanges,... | Label: Consents |
8c1e4e5d-2684-4fd9-9a13-628c7f1ba061 | Clause:
Taxes . To permit the Company to comply with all applicable federal and state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that, if necessary, all applicable federal and state payroll, income, or other taxes are withheld from any amounts payable by the Compa... | Label: Withholdings |
924078da-ef56-4078-a168-23180f47fb9a | Clause:
Unless otherwise defined herein, terms defined in the Credit Agreement or the Security Agreement used herein have the respective meanings assigned thereto in the Credit Agreement or the Security Agreement, in each case, as applicable.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Defined Terms |
a38c0e90-19c3-40f2-a25e-494a3f49f975 | Clause:
Employee is responsible for any and all federal, state, and local income, payroll or other tax obligations or withholdings (collectively, the “ Taxes ”) arising out of this Award. Employee shall pay any and all Taxes due in connection with a payout of Stock hereunder by check or by having the Company withhold s... | Label: Tax Withholdings |
bf80011c-4f71-4bc6-afad-08439d8da486 | Clause:
Unless it has complied with Section 6.5, use or permit the use of the proceeds of any Accommodation, directly or indirectly, to finance any Takeover.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Use Of Proceeds |
a7ad8e6d-fa2c-43ae-9f8c-8f44be0e0378 | Clause:
Notwithstanding the provisions of Section 1 through Section 4 hereof or the terms of any Change in Control Agreement between you and the Company or a Subsidiary (a “ CIC Agreement ”), if you have been continuously employed from the grant date specified above until the date that the Change in Control occurs (the... | Label: Change In Control |
f08e7b86-9627-400b-9c81-5fcc1293eb8c | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania (but not the law or principles of conflict of laws). The parties submit to the exclusive jurisdiction of the state or federal courts of Pennsylvania for all disputes arising out of or relating to t... | Label: Applicable Laws |
f0094745-982b-482e-a9d1-bd2c326a0d01 | Clause:
Notices required hereunder shall be given in person or by registered mail to the address of Employee shown on the records of the Company, and to the Company at its principal executive office.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Notices |
288036e6-0095-4f8d-9023-2aff943d7afb | Clause:
The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements executed and delivered or to be executed and delivered by the Company in connection with the transactions provided for hereby, to perform all of its obligations hereunder and thereunder... | Label: Authority |
d2d36140-2347-45df-8538-ef582b65f0c5 | Clause:
This Agreement shall terminate with respect to any Holder, (i) if such Holder and its Affiliates beneficially own less than one percent (1)% of the outstanding Company Shares, if all of the Registrable Securities then owned by such Holder and its Affiliates could be sold in any ninety (90)-day period pursuant t... | Label: Terms |
8a3b2a74-f63f-4021-97e8-96eb82de1f17 | Clause:
This First Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this First Amendment by telefacsimile or other electronic method of transmission shall have ... | Label: Counterparts |
3a59448a-435d-49c3-b3a6-83d273ee763b | Clause:
The Borrower and its Subsidiaries have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of their respective businesses or the ownership of their respective Proper... | Label: Compliance With Laws |
cf7319c6-7761-48d8-b9a7-ce7160c8bdb0 | Clause:
The Holder has full power and authority to enter into this Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes a valid and legally binding obligation of the Holder, enforceable in accordance with their resp... | Label: Authorizations |
0a32a06b-f997-4f69-99ce-023d429a77aa | Clause:
As a material inducement of Lender to extend loans under this Agreement, each of the Credit Parties hereby grants to Lender for the duration of the Services Agreement and/or the Obligations a non-exclusive, irrevocable, worldwide, royalty-free, non-sublicensable, non-transferable license to use the Company’s tr... | Label: Intellectual Property |
499e0cf9-4f65-48f5-8301-7315f163468e | Clause:
Landlord and Tenant each hereby represents and warrants to the other party that it has had no dealings with any real estate broker or agent in connection with the negotiation of this Second Amendment, other than Colliers International, representing Landlord (the “ Broker ”), and that it knows of no real estat... | Label: Brokers |
e65dabc0-03bd-454d-835e-b4e9f629a866 | Clause:
This Agreement (i) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and no party is relying on any other oral or written representation, agreement or understanding and no party makes any e... | Label: Entire Agreements |
84a9bfd9-8f3e-4526-b71d-d43355d9a2b7 | Clause:
Subject to Section 6.7(b) , nothing contained herein shall prohibit or in any way limit any First Lien Collateral Agent or any other First Lien Claimholder from objecting in any Insolvency or Liquidation Proceeding or otherwise to any action taken by any Second Lien Collateral Agent or any other Second Lien Cla... | Label: No Waivers |
c8c2b752-f327-42b2-a801-63235a28648f | Clause:
All references in this Workletter to a number of days shall be construed to refer to Calendar Days, unless otherwise specified herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Miscellaneous |
8e7c15e8-a427-4b24-97f9-1b470dd36078 | Clause:
As an independent contractor, you will be solely responsible for payment of all applicable taxes payable in respect of amounts payable to you under paragraph 3(b), and the Company will not withhold for taxes from any such amounts. In addition, you understand and agree that you are not eligible by virtue of your... | Label: Taxes |
39b3a69d-611d-4857-8e61-c2c795dc8908 | Clause:
As provided in Section 10 of the Plan, certain adjustments may be made to the Restricted Stock 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, A... | Label: Adjustments |
8a30aecb-6777-455c-8d82-3ef6e4d62d95 | Clause:
(a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent th... | Label: Successors |
3c305bc5-5bb0-4138-900c-c03d32b87aee | Clause:
This Agreement and the accession of the New Borrower to the Credit Agreement as provided herein shall become effective with respect to the New Borrower when the Administrative Agent shall have received an executed copy of this Agreement duly executed by such New Borrower.
Task: Classify this clause into ONE of... | Label: Effectiveness |
07d67886-f0bc-4fa2-9c64-873cd30f4af4 | Clause:
At the request of any director of the Company, the Company shall enter into an indemnification agreement, substantially in the form attached hereto as Exhibit A , with such person.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Indemnifications |
4eac393e-3f30-4c09-988b-056e215c6f3a | Clause:
Notwithstanding any of the representations, warranties, acknowledgements, or agreements made herein by the undersigned, the undersigned does not hereby or in any other manner waive any rights granted to him/her/it under federal or state securities laws.
Task: Classify this clause into ONE of these types (exact... | Label: No Waivers |
06a5722d-2d36-466c-9df7-f94b9227f8be | Clause:
Borrower’s use of the proceeds of the Commitment shall be solely for working capital and other general corporate purposes of Parent and its Subsidiaries and for Acquisitions and the repayment of existing Indebtedness. Borrower will not, directly or indirectly, use the proceeds of the Loans, or lend, contribute ... | Label: Use Of Proceeds |
8b203222-9a29-44d1-bb26-f96a858fe5aa | Clause:
The Manager shall maintain appropriate books of account and records relating to the Services performed under this Agreement, which books of account and records shall be accessible for inspection by each of the Securitization Entities during normal business hours, and upon reasonable notice, by the Trustee, the ... | Label: Records |
c8b33356-96de-4466-bdca-1f0d9f7d9ca4 | Clause:
The exercise of this Stock Option will give rise to “wages” subject to withholding. The Optionee expressly acknowledges and agrees that the Optionee’s rights hereunder, including the right to be issued shares upon exercise, are subject to the Optionee promptly paying to the Company in cash (or by such other mea... | Label: Withholdings |
f9edb5ca-7424-4fe1-9ccc-d8041acd55e8 | Clause:
Company represents and warrants to Investor that as of the Closing Date: (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted... | Label: Warranties |
466672a1-69f3-4d42-9a94-5d2f419f2f4c | Clause:
In the event that Employee is unable fully to perform the duties and responsibilities set forth in Subparagraph 1.2 of this Agreement by reason of illness, injury or incapacity for ninety (90) consecutive days, during which time the Employee shall continue to be compensated as provided in Subparagraph 1.4 hereo... | Label: Disability |
e41580f5-08ff-4ee6-b4dd-b0c0fb42d9e6 | Clause:
Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties set forth in this Agreement, the Company agrees to issue, sell and deliver to each Purchaser and AFIV shall cause each Purchaser to purchase from the Company, a Warrant to purchase the number of shares ... | Label: Sales |
3f0138c9-06ae-476b-bac1-6b0a715b31d2 | Clause:
OTHER THAN WITH RESPECT TO MORTGAGE FORECLOSURES, EACH CREDIT PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY: (a) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING, DIRECTLY OR INDIRECTLY, RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT TO WHICH IT IS A PARTY, OR FOR RECOGNITION AND EN... | Label: Submission To Jurisdiction |
e3ed1675-4b46-4a86-93af-5170fd88aa31 | Clause:
During the Term of Employment, Executive shall be employed as Chairman and Chief Executive Officer of the Company and will act in accordance with, and be subject to the policies and procedures as may be duly adopted by the Board of Directors (the "Board" ) from time to time. Executive shall perform such duties... | Label: Duties |
c42cb427-2809-4ac1-9985-1f7c631b86ea | Clause:
This Amendment shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without respect to its principles of conflict of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Governing Laws |
3baad1fd-0d91-4150-9b2a-a326e1f8f8a4 | Clause:
The illegality or unenforceability of any provision of this Note or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Note or any instrument or agreement required hereunder.
Task: Classify this clause into ONE... | Label: Severability |
bee31cea-3925-496e-a2ab-5ce7a66d0cb5 | 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 Purchaser or any of its agents or counsel with any information that it believes constitutes or m... | Label: Disclosures |
6367eb5e-d087-4f5c-acbd-032b73aff60f | Clause:
Lessor and Lessee shall execute and deliver appropriate documentation to evidence any renewal of the Lease and the terms and conditions of the Lease during the Option Term. All terms used herein shall have the same meanings as used in the Lease. In the event of a conflict between the provisions of the Lease and... | Label: Miscellaneous |
cd6e79d5-3206-4db8-8274-ba46a37e075f | Clause:
The Quintiles Shareholder hereby authorizes Quintiles and IMS Health to publish and disclose in any announcement or disclosure required by the SEC and in the Joint Proxy Statement/Prospectus such Quintiles Shareholder’s identity and ownership of the Covered Shares and the nature of such Quintiles Shareholder’s ... | Label: Disclosures |
4fd11133-878d-4481-be46-230ecdddf30f | Clause:
The term of this Warrant shall commence on the Date of Issuance and shall expire at 5:00 p.m., Pacific Time, on August 31, 2017 (such period being the “ Term ” and such date, the “ Termination Date ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Terms |
eafef325-8ac9-4efd-8ed8-e3e57417fab5 | Clause:
(a) The Subsidiaries listed on Schedule 4.14 constitute all the Subsidiaries of the Borrower as of the Closing Date. Schedule 4.14 sets forth as of the Closing Date the name and jurisdiction of incorporation of each Subsidiary and, as to each Subsidiary, the percentage of each class of Capital Stock owned by ... | Label: Subsidiaries |
15032ac5-000a-421c-8b45-fbda467cac0e | Clause:
The Purchaser has all requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements executed and delivered or to be executed and delivered by it in connection with the transactions provided for hereby, to perform all of its obligations hereunder and thereunder and to consummat... | Label: Authority |
ae0eef2d-683e-47f4-839f-2295359f53fa | Clause:
This Agreement, the Assignment of Developments Agreement, and any outstanding equity award agreements entered into prior to the Effective Date contain the entire agreement and understanding of the parties hereto with respect to the matters covered herein including, without limitation, the Existing Employment Ag... | Label: Entire Agreements |
99b3027f-4df7-4730-abbd-bb765a2ec025 | Clause:
Unless otherwise specified in this Agreement, all notices, requests, demands, consents, waivers or other communications to or from the parties to this Agreement will be in writing. Notices, requests, demands, consents and other communications will be deemed to have been given and made, (i) upon delivery or, in... | Label: Notices |
6d3f2589-5807-40f5-b435-35c7b682553b | Clause:
At any time and from time to time, at the request of Secured Party, and at the sole expense of such Grantor, such Grantor shall promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further action as Secured Party may reasonably request for the purpose of... | Label: Further Assurances |
e99f7b5e-389d-48ad-84e3-a59417a983c9 | Clause:
Should one or more provisions of this Agreement be or become invalid, then the parties hereto will attempt to agree upon valid provisions in substitution for the invalid provisions, which in their economic effect come so close to the invalid provisions that it can be reasonably assumed that the parties would ha... | Label: Severability |
37009002-b636-4027-8f5d-277270a77d94 | Clause:
This Agreement may be executed in one or more counterparts, each of which, when so executed, shall constitute the same instrument and the counterparts may be delivered by facsimile transmission or by electronic mail in portable document format (.pdf). Such facsimile or electronic mail signature shall be treated... | Label: Counterparts |
ee2116de-72ab-42d4-a25f-83742b8bfa8a | Clause:
The execution, delivery and performance of this Agreement and the other Loan Documents by Borrower and/or Guarantor, as applicable, will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien, charge or enc... | Label: No Conflicts |
1eb0f2ec-fdfb-44ae-91a6-4c027acbbda1 | Clause:
No consent or waiver, express or implied, by Agent to or of any Default or Event of Default by Mortgagor shall be construed as a consent or waiver to or of any other Default or Event of Default at the same time or upon any future occasion.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: No Waivers |
e291211a-46d5-4460-8b11-d7b0b5b48205 | Clause:
Borrower shall execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents and agreements, and shall take or cause to be taken such actions as the Administrative Agent may, from time to time, reasonably request to carry out the terms of this Amendment and the other Loa... | Label: Further Assurances |
a28a7aa3-f449-4eee-940f-4a8ff79d8390 | Clause:
Landlord and Tenant each represents and warrants that it has not dealt with any broker, agent or other person in connection with this transaction and that no broker brought about this transaction, other than the Brokers listed in Section 1.1 hereof. Landlord and Tenant each hereby agree to indemnify and hold th... | Label: Brokers |
7074bc6a-756f-47ba-a150-547e18bfc771 | Clause:
DataSci, for itself and its shareholders, officers, directors, agents, representatives and all persons and entities claiming under or through it, hereby agrees that the release set forth and contained in Section 2.1 of the Licensing Agreement shall be and is hereby made effective and applicable to the Acquired ... | Label: Releases |
6be813c8-0a29-47cc-8305-2e71e64328b5 | Clause:
The Board of Directors shall keep or cause to be kept at the principal office of the Company appropriate books and records with respect to the Company’s business, including all books and records necessary to provide to the Members any information required to be provided pursuant to this Agreement. Any books and... | Label: Records |
99f73ce7-c802-452b-bdae-8bd21ea73748 | Clause:
There is no litigation, arbitration proceeding, demand, charge, claim, petition or governmental investigation or proceeding pending, or threatened, against the Borrower, which, if adversely determined, which might reasonably be expected to have a Material Adverse Effect upon the Borrower, except as set forth in... | Label: Litigations |
e04fd85f-01d4-4d1b-ade5-a93b04387b1f | Clause:
The provisions of Section 8 of the Intercreditor Agreement will apply with like effect to this Grantor Joinder Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assi... | Label: Miscellaneous |
5063d096-e31d-4b69-aec0-85ee09ce3822 | Clause:
Such Stockholder has all necessary power and authority and legal capacity to execute, deliver and perform all of such Stockholder’s obligations under this Agreement, and consummate the transactions contemplated hereby, and no other proceedings or actions on the part of such Stockholder or its board of directors... | Label: Authority |
b49c2506-b3ab-4030-8a9c-8cca07cae24f | 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 $________ of S... | Label: Closings |
4a090531-f9c4-4634-8430-d85b2a6eccc1 | Clause:
No term or condition of this Agreement shall be deemed to have been waived, nor there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver sha1l be deemed a continuing waiver unless spec... | Label: Waivers |
56a57de3-b69f-4c49-af74-4f18145683b9 | Clause:
EACH GUARANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, THE PURCHASER, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE AND FOR ANY COUNTERCLAIM THEREIN.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Waiver Of Jury Trials |
3dc653af-0f57-42c5-9cf2-ec03dd2bf71c | Clause:
Subject to the terms and conditions set forth herein and in the Credit Agreement, the Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, without recourse to the Assignor, on the date set forth above (the " Assignment Date ") (a) all right, title ... | Label: Assignments |
94756a4f-cc71-4360-b131-d570ff417c47 | Clause:
The execution, delivery and performance by each Borrower of the Loan Documents to which it is a party, and the creation of all Liens provided for herein and therein: (a) are and will continue to be within the Borrower’s power and authority; (b) have been and will continue to be duly authorized by all necessary ... | Label: Authorizations |
d0d63acb-0994-4a0c-a97c-f7d8ccb13daa | Clause:
This Agreement may be executed in one or more counterparts, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts taken together shal... | Label: Counterparts |
fd23964a-ce7e-4256-96a5-c0c61efb3029 | Clause:
Except as otherwise provided in the terms of an Award Agreement, upon termination of a Participant’s employment or service with the Company or its Affiliates or membership on the Board during the applicable Restricted Period, all unvested Options, Phantom Shares, and Restricted Shares shall be forfeited by the ... | Label: Forfeitures |
10335b96-bdc7-4598-8ddf-4f4f00d568a0 | Clause:
Executive agrees that Executive shall not disparage, criticize or defame the Company, its affiliates and their respective affiliates, directors, officers, agents, partners, stockholders or employees. The Company agrees that it shall not, and it shall instruct its officers and members of its Board to not, dispar... | Label: Non-Disparagement |
e4420727-284f-4a3e-b459-20f876f0b4d6 | Clause:
This Agreement together with the Option contain the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements (including the Original Employment Agreement), and contemporaneous understandings, inducements or conditions, express or implied, written ... | Label: Entire Agreements |
76f60e46-7049-4f0e-ab5a-104fd84122e6 | Clause:
Seller has good and marketable title to all of the Acquired Assets (including, without limitation, all Client Accounts and all records, files, data and other records related thereto), free and clear of Security Interests other than Permitted Security Interests and no shareholder, member, employee or any other P... | Label: Titles |
c5b2c534-2521-4c28-a5cf-233b04020169 | Clause:
This Agreement and any amendments hereto may be executed in several counterparts, each of which shall be deemed to be an original copy, and all of which together shall constitute one agreement binding on all Co-Tenants, notwithstanding that all the Co-Tenants shall not have signed the same counterpart.
Task: C... | Label: Counterparts |
a8f5b5d2-f6c8-4dc0-8cbd-12ed601bc9d3 | Clause:
This Agreement constitutes the entire agreement between the parties respecting the employment of the Executive, there being no representations, warranties or commitments except as set forth herein and supersedes and replaces all other existing agreements related to the subject matter hereof, including, without ... | Label: Entire Agreements |
e78e4a28-4e07-47d3-aa15-98b6df3752ae | Clause:
If an unvested Participant dies before incurring a Separation from Service, the Participant will become 100% vested in his or her Benefit as of his or her date of death.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Death |
dfbd4221-883e-4a3f-81c1-58e469bf1fc8 | Clause:
All representations and warranties made by the Loan Parties in the 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 other parties hereto and shall survive the exec... | Label: Survival |
73abf9dd-5b05-421c-bb4e-4ca7cf09c675 | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or 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 of the ap... | Label: Releases |
a0acf70a-e64f-46a2-81d6-bcba64dffc1d | Clause:
This Agreement shall survive the termination of Executive’s employment and the expiration of the Term to the extent necessary to give effect to its provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Survival |
59e191ed-f37a-4334-a4ae-800040f6e901 | Clause:
Such Buyer is not required to file, seek or obtain any authorization, approval, waiver, order, Permit or consent of or with, or give any notice to, any Governmental Authority or other third party in connection with the execution, delivery and performance by such Buyer of this Agreement or the consummation of th... | Label: Consents |
0202ec13-4c31-4ba1-b0c8-02fcc01f5fed | Clause:
Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to Participant shall be addressed to Participant at Participant’s last address reflected on the Company’... | Label: Notices |
8d5c36a8-eff2-49cd-9042-16547fae761d | Clause:
Executive acknowledges that he concurrently is executing the Confidentiality and Noncompetition Agreement in a form attached hereto as Exhibit A attached hereto and incorporated by this reference.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Confidentiality |
fe2f9d62-18fa-4c6c-b64f-52cca53166f7 | Clause:
At all times, Executive agrees not to disparage the Company or otherwise make comments harmful to the Company’s reputation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, As... | Label: Non-Disparagement |
c85d5cf1-bc3c-4091-b906-4cb41a48b663 | Clause:
If applicable tax laws impose a tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Withholding”) obligation, each affected employee shall, no later than the date of the event creating such obligation, make provision satisfactory to the Company for payment of an... | Label: Withholdings |
cc4d421b-f0a4-4add-bc91-1207fb3b7394 | Clause:
At any time or from time to time after the date hereof, the Parties agree to cooperate with each other, and at the request of any other Party, to execute and deliver any further instruments or documents and to take all such further action as the other Party may reasonably request in order to evidence or effectu... | Label: Further Assurances |
c1f7659a-d102-4404-85fb-12848f3581b2 | Clause:
No failure or delay of the Advisor in exercising any right herein shall act as a waiver thereof, nor shall any single or partial waiver thereof preclude any other or further exercise of any right hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Waivers |
797f3bfd-47e1-4c39-8799-742107dad53e | Clause:
THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR... | Label: Governing Laws |
386ccc20-9ae2-4ee8-9013-977e3b2d4927 | Clause:
This Agreement shall become effective when it shall have been executed by each Credit Party and the Bank and thereafter shall be binding upon and inure to the benefit of each Credit Party and the Bank and their respective successors and assigns, except that no Credit Party shall have the right to assign its rig... | Label: Binding Effects |
ac8a2cc3-f097-4019-ab88-b50d568eb89f | Clause:
Except as otherwise provided in Section 3, the Options shall vest and become exercisable in the amounts and on the vesting dates set forth in the Notice of Grant, subject to the continuous employment of the Participant with the Company or a Subsidiary until the applicable vesting date.
Task: Classify this clau... | Label: Vesting |
c3cc7662-7d27-48a0-a169-77cab9163e58 | 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 |
6e4e1e31-6990-4888-bc1b-b6aa732f4d84 | Clause:
The Executive’s or the Company’s failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for G... | Label: Waivers |
d83e1f53-9396-484a-9339-13638bb48a02 | Clause:
Any term of provision of this Agreement that is invalid or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rending invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity ... | Label: Severability |
e703420f-a239-4cfc-8701-fb17d38ce72c | Clause:
Without limiting anything in this Section 3 the Company will use its commercially reasonable efforts and continue to cooperate with CAC and other parties in the implementation of the Restructuring, including providing, making available and/or providing access to the premises, properties, businesses, operations,... | Label: Cooperation |
eec83a28-abbd-4d5a-810d-20d5becc7f26 | Clause:
To the Borrower’s knowledge, there are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending or threatened against or affecting Borrower, Guarantor or the Project, which actions, suits or proceedings, if finally and adversely determined against ... | Label: Litigations |
3780d291-a15d-4be3-92c3-50a36e8b3176 | Clause:
Except as otherwise permitted under Section 7.01(b) , all material tax returns and reports of the Loan Parties required to be filed by any of them have been timely filed, and all material Taxes due and payable by the Loan Parties and upon their respective properties, assets, income, businesses and franchises ha... | Label: Taxes |
2469ca2c-6693-4563-8111-4e21eb52ef18 | Clause:
This Agreement, together with the Employee Obligations Agreement, constitutes the entire understanding between the Company and the Employee relating to the subject matter hereof on and after March 8, 2016 and supersedes and cancels all prior and contemporaneous written and oral agreements and understandings wit... | Label: Entire Agreements |
975bb8fd-dd7d-4931-b857-fa2f77cb7861 | Clause:
Except as set forth in the next sentence hereof, it is expressly understood that Purchaser may not assign this Agreement without the prior written consent of Seller, which consent may be withheld in Seller’s sole discretion. Notwithstanding the above, Purchaser may assign this Agreement to an entity authorized ... | Label: Assignments |
77a26722-57e6-4de7-aefe-d8b2484811c1 | Clause:
Chugach hereby employs Thibert as its Chief Executive Officer and Thibert hereby accepts such employment upon the terms and conditions hereinafter set forth.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Employment |
b5239243-8fe3-482d-a25e-17182507ceb6 | Clause:
The grant of PSUs shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations ... | Label: Compliance With Laws |
0d423eb0-c5f5-46e7-8c34-5af70adc4747 | Clause:
All representations and warranties made by the Loan Parties in the 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 other parties hereto and shall survive the exec... | Label: Survival |
8524cc12-ce8d-49a9-bc1d-6f3c0f71eb23 | Clause:
In the event of any dispute or claim relating to or arising out of Executive's employment relationship with Company, this Agreement, or the termination of Executive's employment with Company for any reason, Executive and Company agree that all disputes shall be fully resolved by confidential, binding arbitratio... | Label: Arbitration |
c9099dcd-a22d-4239-b795-43b8f433a816 | Clause:
The Waiver by any party of a breach of any provision of this Policy shall not operate or be construed as a waiver of any subsequent breach of this Policy.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Waivers |
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