id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
9a348fcb-d7c8-4654-8ed0-499b3dc2e926 | Clause:
Title and risk of loss or damage to Supplied Products shall pass to Buyer upon Delivery of the Supplied Products to Buyer in accordance with the terms of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Titles |
1d81bd13-8224-439d-b7e0-7396ce54a87a | Clause:
At the end of the Term or any early expiration of this Lease, Lessee agrees to cooperate with Lessor in the transfer of the financial responsibility and operations of the Facility to a new operator or operators, including the good faith, negotiation, execution, and delivery of such operations transfer agreement... | Label: Cooperation |
5d0ff11d-79c3-49c9-8ba8-fa921b677bde | Clause:
Except as provided herein or therein, the execution, delivery and performance by the Company of its obligations under the Transaction Documents and the offer, issuance and sale of the Closing Securities require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or ... | Label: Consents |
562412c3-43bb-4d2f-b3eb-964568c37666 | 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 THIRD AMENDMENT OR ANY OTHER LOAN DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THE TRANSACTION... | Label: Waiver Of Jury Trials |
46314467-98bd-46c3-9333-6522097f5245 | Clause:
THIS Amendment SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
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, Aut... | Label: Governing Laws |
abcb0550-2ef4-444f-9c4e-3cfee0832cc6 | Clause:
Section and Subsection headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or be taken into consideration in interpreting, this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Headings |
5fc4333b-d962-431d-b9b9-44cd468a428f | Clause:
All defined terms contained in the Plan are hereby incorporated by reference, except to the extent that any term is specifically defined in this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Definitions |
85462242-812e-4f8c-b211-7012deedd926 | Clause:
The transactions to be entered into and contemplated by the Loan Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been obtained or made and are in full force and effect, (ii) filings and recordin... | Label: No Conflicts |
6fed1949-4477-457c-85b1-62b6f6f94f1d | Clause:
EACH OF THE PARTIES WAIVES ITS RIGHTS TO TRIAL BY JURY AND AGREES TO SUBMIT ANY LAWSUIT TO TRIAL BEFORE THE COURT AND WITHOUT A JURY.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Waiver Of Jury Trials |
03ad6253-c42e-4de7-ab4a-43c18a47468e | Clause:
The Hindalco SARs will vest one-third each anniversary of the award date, subject to achievement of performance criteria each fiscal year. The annual performance criterion for vesting is achievement by Novelis Inc. of 75% of Operating EBITDA before Metal Price Lag.
Task: Classify this clause into ONE of these ... | Label: Vesting |
4ca65ac5-2a7e-4980-834d-93ea1dafe94d | Clause:
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, A... | Label: Defined Terms |
8fa81b29-b209-48e7-9311-58e1d56959fd | Clause:
Without derogating from the provisions of Section 6.01 , in the event of any stock split (bonus shares), consolidation, share dividend (including any dividend or distribution of securities convertible into share capital), reorganization, reclassification, combination, recapitalization or other like change with ... | Label: Adjustments |
93b92936-30c2-4d5a-89dd-9db972ec2b67 | Clause:
In the event that an actual proceeding is brought in equity to enforce the provisions of Section 6 or this Section 7, the Executive shall not urge as a defense that there is an adequate remedy at law nor shall the Company be prevented from seeking any other remedies which may be available. The Executive agrees ... | Label: Remedies |
b116afea-f76a-4cbb-b99b-2a1a4c567317 | Clause:
All notices, requests, consents and other communications shall be in writing and be deemed given when delivered personally, by telex or facsimile transmission or when received if mailed by first class registered or certified mail, postage prepaid. Notices to the Company or the Optionee shall be addressed as set... | Label: Notices |
59f4be96-73a6-4ad0-a212-5d9ae9be4571 | Clause:
The Company is in compliance with all applicable Laws, including applicable Environmental Laws, except for such non-compliance as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Compliance With Laws |
5f0544a3-c7d8-451f-b7c2-8804d021aba1 | Clause:
Each Loan Party and its Subsidiaries shall, at their expense and without expense to Administrative Agent or Lenders, do, execute and deliver such further acts and documents as Administrative Agent from time to time reasonably requires for the assuring and confirming unto Administrative Agent of the rights hereb... | Label: Further Assurances |
1e408c83-6a8b-4458-b161-5d1510f14db9 | Clause:
All notices, requests and other communications hereunder shall be in writing (including facsimile or electronic transmission or similar writing) and shall be given (a) to each Guarantor at its address set forth below its signature hereto, (b) to the Administrative Agent or any other Guarantied Party at its resp... | Label: Notices |
821a273b-8b41-46b2-8ea1-8731a5fbfd51 | Clause:
The contents, terms and conditions of this Agreement must be kept confidential by you and may not be disclosed except to your immediate family, accountant or attorneys or pursuant to subpoena or court order, or as otherwise required by law, including with respect to filing this Agreement with the Securities and... | Label: Confidentiality |
e486abf9-4104-49f7-beb7-d9f696b5380c | Clause:
If Agent receives any payment with respect to a Term Loan for the account of the Lenders on or prior to 2:00 p.m. (New York time) on any Business Day, Agent shall pay to each applicable Lender such Lender's Pro Rata Share of such payment on such Business Day. If Agent receives any payment with respect to a Term... | Label: Payments |
be4ccbe8-ad34-4c0b-87b5-af5c52b0e022 | Clause:
Except for transactions which do not, in the aggregate, cost the Restricted Companies more than $2,000,000 in any fiscal year, no Restricted Company shall enter into or suffer to exist any transaction with any Affiliate ( other than another Restricted Company), or guaranty, obtain any letter of credit or simila... | Label: Transactions With Affiliates |
5238062c-d09a-4125-9b06-19f817c1312e | Clause:
The representations and warranties of Lionsgate and Purchaser contained in Article 3 shall be true and correct in all material respects at and as of the Closing Date with the same effect as though made at and as of such time (except for representations that are as of a specific date which representations shall ... | Label: Warranties |
4b50fba7-d47d-4579-827d-8e21b40c5494 | Clause:
The Credit Parties will maintain or cause to be maintained, with financially sound and reputable insurers, property insurance, such public liability insurance, third party property damage insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of the each Cred... | Label: Insurances |
ec61f2ee-0dbb-4597-8cb5-7e0f7e3ab09f | Clause:
The Company will, and will cause each of the Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and tradenames material to the conduct of ... | Label: Existence |
a439c268-1e7a-4e15-8da6-57de82bc08ac | Clause:
Executive’s entitlement to the payments described in this Section 5 (it being understood that Executive shall be entitled to all such payments in accordance with the terms hereof) is expressly contingent upon Executive first providing the Company with a signed general release in substantially the form attached ... | Label: Releases |
f9e11abc-0199-47c8-931a-07e71fb510be | Clause:
Except as disclosed in the Disclosure Schedules, there is no suit, claim, action, litigation, or proceeding pending or, to the knowledge of the Parties, threatened against or affecting any of the Parties, respectively, or any of their properties, assets, or business or to which any of the Parties is a party, in... | Label: Litigations |
41bbed81-f86f-411c-9c85-7f9b5d192b55 | Clause:
This Warrant Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions ari... | Label: Amendments |
e8fa723b-4854-4ae0-b503-d827995cb98b | Clause:
At any time or from time to time upon the request of the Lender, each Credit Party will, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as the Lender may reasonably request in order to effect fully the purposes of the Transaction Documents. In ... | Label: Further Assurances |
d60ba201-089b-4edb-9d5d-89c3b0f7ded8 | Clause:
This Note shall be governed by, and construed in accordance with, the laws of the State of Delaware (without regard to principles of conflict or choice of laws).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Governing Laws |
39288216-3181-4b7d-bd9d-d1afbd3bfd17 | Clause:
The Borrower is (on a consolidated basis) Solvent.
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,... | Label: Solvency |
e5c25dc6-e6c7-4ca8-9b9d-97e23e3a06bd | Clause:
Words, terms or phrases used in this Award Agreement shall have the meaning set forth in this Section 16. Capitalized terms used in this Award Agreement but not defined herein shall have the meaning designated in the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Definitions |
1eea4ffe-96f5-4b12-94b7-de147ce066e9 | Clause:
If any part of any provision contained in this Agreement or in any other Loan Document shall be invalid or unenforceable under applicable law, said part shall be ineffective to the extent of such invalidity only, without in any way affecting the remaining parts of said provi-sion or the remaining provisions.
T... | Label: Severability |
7083a198-813e-4544-ae19-4fd9fe8c8dba | Clause:
The Parties recognize that, in connection with provision of the Services, the Parties and their Affiliates may have access to confidential business information, proprietary information, and trade secrets of the other Party or its Affiliates. Each Party acknowledges that such information is valuable, and that di... | Label: Confidentiality |
c9310caf-e6fb-4396-9cfa-8fe68b3c62d5 | Clause:
(a) EACH CREDIT PARTY, AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE FINANCING DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT A... | Label: Waiver Of Jury Trials |
0a608568-f270-4193-a056-a804e91a963b | Clause:
As additional consideration, Purchaser shall on and as of the Closing Date, at its sole cost and expense, assume and agree to perform, fulfill and comply with all covenants and obligations which are to be performed and complied with by the Sellers under the Leases and Licenses, to the extent such obligations fi... | Label: Assignments |
a7c5d1b0-6237-4b7e-8ed3-8d0acec93e1a | Clause:
This Agreement may be executed in one or more counterparts, and signature pages may be delivered by facsimile or electronic mail, each of which shall be deemed 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 la... | Label: Counterparts |
cfad9d8c-aa3e-451b-b1f5-610f03411995 | Clause:
Either party, at its expense, may arrange for and pay the cost of a court reporter to provide a stenographic record of the proceedings. If the Arbitrator orders a stenographic record, the parties shall split the cost. Except as otherwise provided in Paragraph 1(b)(iii)(6) of this Appendix B, you and the Company... | Label: Costs |
bfb12dac-c537-45c2-91f9-46bb25aa5baf | Clause:
This Amendment and Conversion Agreement is the complete and exclusive agreement between the parties with regard to the subject matter hereof and supersedes any and all prior discussions, negotiations and memoranda related hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Integration |
9485adc6-9788-4df4-8986-501cd55d61d9 | Clause:
Based on the consolidated financial condition of the Company and its subsidiaries taken as a whole, after giving effect to the transactions contemplated by this Agreement (not including, for the avoidance of doubt, any Dominion Transactions): (i) the fair saleable value of the Company’s assets exceeds the amoun... | Label: Solvency |
007cc026-f8e3-495f-9398-e91892ccc4da | Clause:
Except as set forth on Schedule 5.2 , the Acquiree Company does not own directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or other entity or enterprise.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Subsidiaries |
118f767a-b07a-4172-b456-ee13042d3728 | Clause:
All insurance maintained by any Grantor with respect to the Collateral shall (a) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Administrative Agent of written notice thereof and (b) name the Admini... | Label: Insurances |
26125256-a404-4a13-b5ea-01df48b88394 | Clause:
This Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting the enforcement of creditors’ right... | Label: Enforceability |
3560e380-aa3b-49cf-807e-1ecb66eb8fd3 | Clause:
Subtenant shall indemnify, defend and hold Landlord and its members, partners, shareholders, officers, directors, agents, employees and contractors harmless from any and all liability for bodily injury to or death of any person, or loss of or damage to the property of any person, and all actions, claims, demand... | Label: Indemnifications |
4e57f8b9-899b-4b39-9f05-4af7ce07d3fa | Clause:
This Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Secured Obligations outstanding) until all of the Secured Obligations have been indefeasibly paid and performed in full and no commitments of any Secured Party which would give rise to any Secured O... | Label: Terminations |
673b745c-12f7-47ae-aad9-5b72c553b322 | Clause:
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 construction will be applied against any party. No specific representation or warranty shall limit the generality or applicability of a more general representation ... | Label: Construction |
7f18fe11-49bf-4a23-83d4-aafcb996e43d | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed via facsimile or e-mail, which shall be deemed an original.
Task: Classify this clause into ONE of ... | Label: Counterparts |
2a346ffc-3148-485e-85f6-f39c7384e33f | Clause:
This Agreement, together with the Loan Documents and the Hedging Facility Documents, states the complete agreement of the parties relating to the subject matter hereof and thereof and supersedes all oral negotiations and prior writings relating to the subject matter hereof or thereof. This Agreement constitutes... | Label: Entire Agreements |
80468336-7f2e-4b24-b90b-1997218e9769 | Clause:
Cognate will keep records of the Services performed by Cognate under this Agreement (including without limitation the results of such Services), in form and substance as specified in the applicable SOW, the applicable Quality Agreement, and this Agreement (collectively, the “ Records ”). Such Records shall in ... | Label: Records |
f5421c3f-1814-4207-b55f-a74403a4634c | Clause:
This Agreement shall be construed, and the obligations, rights and remedies of the parties under this Agreement shall be determined, in accordance with the laws of the State of Georgia without regard to conflicts oflaws principles, except to the extent that the laws of the United States of America may prevail.
... | Label: Governing Laws |
ea2c64b3-065a-4261-8853-340b7f2547c1 | Clause:
This Agreement will be governed by, and construed in all respects in accordance with, the laws of the State of New York without regard to the conflicts of law rules of any state.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Governing Laws |
e556c077-4239-49ed-a5da-fa6448a0a381 | Clause:
The provisions of this First Amendment are deemed incorporated as of the closing of the Merger Transaction into the Employment Agreement, Lock-Up Agreement and Restrictive Covenant Agreement, as applicable, as if fully set forth therein.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Miscellaneous |
f0fcaa50-3f8e-4225-b8e1-8ff857427ee0 | Clause:
Each Seller has been duly organized and is validly existing as a limited liability company in good standing pursuant to the laws of the State of Florida an the Parent Company has been duly organized and is validly existing as a corporation in good standing pursuant to the law of the State of Nevada, with power ... | Label: Organizations |
683738c8-2b4f-4ce5-83f8-00ab71e8377c | Clause:
This Agreement may not be amended or modified, nor may any provision hereof be waived, except in a written instrument duly executed and delivered by the Transferor and Transferee and acknowledged and agreed to by the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Amendments |
85c3f17a-34ca-4295-831f-4ea800a693cc | Clause:
After giving effect to the transactions contemplated hereby, (a) the aggregate assets (after giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or any similar arrangement), at a fair valuation, of the Borrower and the Guarantors, taken as a whole, will exceed th... | Label: Solvency |
7c29d3aa-bff9-440e-89b4-fbf252a30cbf | Clause:
Except as expressly modified hereby, all terms, conditions, covenants, representations and warranties contained in the Temporary Limited Wavier shall remain in full force and effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: No Waivers |
1d5e4035-f5e1-428a-8fc6-2c4c37651d14 | Clause:
Each Grantor hereby waives, to the extent permitted by applicable Laws, all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any applicable Laws in order to prevent or delay the enforcement of this Agreement or the absolute sale of the Collateral or an... | Label: Waivers |
d7037eda-fe68-4c93-afae-8e0c4f400d9b | Clause:
THIS AMENDMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Governing Laws |
46b61eb5-d029-467d-882f-2295a5120a34 | Clause:
The Company and the other Company Parties understand and intend that this Section 8 constitutes a general release of all claims except as otherwise provided in Section 8(b), above, and that no reference therein to a specific form of claim, statute or type of relief is intended to limit the scope of such general... | Label: Waivers |
e636d1ca-17c2-407c-bb9f-32f7072d3ce9 | Clause:
All initially capitalized terms used herein (including the preamble and recitals hereof) without definition shall have the meanings ascribed thereto in the Credit Agreement (including Schedule 1.1 thereto), as amended hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Defined Terms |
81765cdf-90f8-48f2-aa20-d1650c61946a | Clause:
This Agreement may be executed in any number of counterparts, including facsimile signatures which shall be deemed as original signatures. All executed counterparts shall constitute one agreement, notwithstanding that all signatories are not signatories to the original or the same counterpart.
Task: Classify ... | Label: Counterparts |
4eba4cc3-3fda-46e1-b4cd-55cb3fbd5ca5 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts (without reference to the conflicts of laws provisions thereof). Any action, suit or other legal proceeding arising under or relating to any provision of this Agreement shall be commenced only in a... | Label: Governing Laws |
20dce9dc-db0e-4641-8191-933f7b462e70 | Clause:
Except as would not reasonably be expected to have a Material Adverse Effect and as set forth in Schedule 3.23 , (a) the Borrower and each of the Subsidiaries owns, or possesses the right to use, all of the patents, registered trademarks, registered service marks or trade names, registered copyrights or mask wo... | Label: Intellectual Property |
4792cc59-5898-43d5-881e-789bce5521c3 | Clause:
Mr. Schultz’s or the Bank’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right Mr. Schultz or the Bank may have hereunder, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.
Task: Classif... | Label: No Waivers |
2ee71a1c-c6c2-4fcc-b039-917c5756ee15 | Clause:
Each Party shall maintain complete and accurate records in sufficient detail in relation to this Agreement to permit the other Party to confirm the accuracy of the amount of Joint Work Costs, Independent Work Costs, and the Manufacturing Costs to be reimbursed or shared, achievement of sales milestones, and the... | Label: Records |
3105bb28-88a6-4e03-a67d-092875bc6e30 | Clause:
This Agreement, together with any Exhibits, contains the entire agreement of the parties, and may only be amended or modified by a written instrument signed by the parties and expressly stating their intention to so modify this Agreement. Any previous offers or understandings of the parties regarding the subjec... | Label: Entire Agreements |
2902e6d6-f566-4105-a1d9-676d29254bdf | Clause:
The interpretation, performance and enforcement of this Grant shall be governed by the laws of the State of California without resort to that State’s conflict-of-laws rules. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Grant, th... | Label: Governing Laws |
138576a9-51bf-4cfb-b8e7-1d476c08758a | Clause:
Upon termination of this Agreement, neither the Company nor Advisor will have any further obligations under this Agreement, except (a) the liabilities accrued through the date of termination, and (b) the obligations under sections 2(b), 3, 4, 5, 6, 7 and 8 will survive. Upon expiration or termination, and in an... | Label: Terminations |
e8c07a69-c823-4385-a874-836bc8e65816 | Clause:
This Agreement constitutes the complete agreement of the parties hereto with respect to the subject matter hereof and shall supersede and render null and void all prior and contemporaneous agreements between the parties hereto regarding the subject matter hereof.
Task: Classify this clause into ONE of these ty... | Label: Entire Agreements |
bdd8bc09-a36e-4711-b296-d8e326fe6729 | Clause:
Neither the Agent nor any Lender may disclose to any Person any confidential, proprietary or non-public information of Holdings or the Borrowers furnished to the Agent or the Lenders by Holdings or the Borrowers (such information being referred to collectively herein as the “ Borrower Information ”), except tha... | Label: Confidentiality |
fa87ae47-003c-4cbb-a16e-b89d5a6ff772 | Clause:
EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN AGENT AND LENDERS AND ANY CREDIT PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP EST... | Label: Waiver Of Jury Trials |
788cd436-8959-4bc6-a625-8136e52593db | Clause:
This Note and all acts and transactions pursuant hereto and the rights and obligations of the Company and the Holder shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law.
Task: Classify this clause into ONE of... | Label: Governing Laws |
50fbb642-b646-4a9f-b61b-b4528cc7ef9d | Clause:
If the Asset Representations Reviewer resigns or is removed, the Asset Representations Reviewer will cooperate with the Issuer and take all actions reasonably requested to assist the Issuer in making an orderly transition of the Asset Representations Reviewer’s rights and obligations under this Agreement to the... | Label: Expenses |
b2c06fd8-c22d-48b3-9c9b-38148dbeeb29 | Clause:
The Company and each of its subsidiaries have filed all federal, state, local and foreign tax returns required to be filed through the date of this Agreement (taking into account applicable extensions) (except where the failure to file would not, individually or in the aggregate, have a Material Adverse Effect)... | Label: Taxes |
63dccb8b-ed87-4926-a96d-bb6dec5316d9 | Clause:
Commencing as of December 1, 2015, Buyer shall make payment to the Company (or pay directly to the Company’s employees) all employee salaries and related payroll deductions and taxes payable by the Company with respect to its employees. Effective immediately prior to the Closing, but effective on the Closing, t... | Label: Terminations |
3d1deba3-3f7f-41b8-931e-4806c28e2941 | Clause:
All general real estate taxes imposed by any governmental authority (" Taxes ") shall be prorated between Purchaser and Seller as to the Taxes with respect to the Property as of the Closing. If the Closing occurs prior to the receipt by Seller of the tax bill for the Property for the calendar year or other appl... | Label: Taxes |
05fce0ee-3c47-43c2-8f48-e477aa6ec5e2 | Clause:
This Agreement may be executed in any number of counterparts (including facsimile or .pdf copies) with the same effect as if all parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.
Task: Classify this clause into ONE of these type... | Label: Counterparts |
47940ccb-22dd-4549-85d1-0822dc9604c6 | Clause:
This Agreement superseded all prior agreements and understandings (whether written or oral) among the parties with respect to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Integration |
9e59dc2f-e9dd-4f6a-818e-1090ae8d9fb8 | Clause:
All consolidated financial statements for Borrower and its Subsidiaries, delivered to Collateral Agent fairly present, in conformity with GAAP, in all material respects the consolidated financial condition of Borrower and its Subsidiaries, and the consolidated results of operations of Borrower and its Subsidiar... | Label: Financial Statements |
1b113027-839c-4f6f-a6ee-50c028b51179 | Clause:
Each of the Resellers, the Parent Guarantor and each of the Domestic Subsidiaries that are Material Subsidiaries, will (a) keep and maintain all property material to the conduct of its business in good working order and condition (ordinary wear and tear and casualty events excepted) except where the failure to ... | Label: Insurances |
41031803-67b6-4ac2-a236-12f470a750b5 | Clause:
During the Employment Period, the Executive’s base salary will be $450,000 per annum (the “ Base Salary ”). The Base Salary will be payable monthly on the last working day of each month in arrears in twelve (12) equal installments. Annually during the Employment Period, the Company shall review with the Executi... | Label: Base Salary |
ad729b6c-e9a3-4b43-8ba6-5cd586236744 | Clause:
This Agreement and amendments to it will be in writing and may be executed in counterparts. Each counterpart will be deemed an original, but both counterparts together will constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Counterparts |
e01257dc-78e2-41f7-b27b-462a870b5546 | Clause:
Any action taken or decision made by the Company, the Board or the Committee arising out of or in connection with the construction, administration, interpretation or effect of any provision of the Plan, this Agreement or a Participant’s Award Communication shall lie within its sole and absolute discretion, as t... | Label: Interpretations |
c56e859c-542d-4e61-8a69-f729c0ba7e61 | Clause:
The agreements in this Section 10.04 shall survive the resignation of the Administrative Agent, any L/C Issuer and any Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.
Task: Classify this cl... | Label: Survival |
d0b7e8dc-334f-4a94-b162-dac4d7856399 | Clause:
The Parties shall treat the existence and material terms of this Agreement as confidential and shall not disclose such information to third parties without the prior written consent of the other Party or except as provided in Section 5 of the Terms and Conditions or this Section. Notwithstanding the preceding,... | Label: Publicity |
fb66ea02-d579-44ce-a6b3-95b4c6edb05a | Clause:
Subject to the terms and conditions set forth herein, any Borrower may request that any Issuing Bank issue Letters of Credit, denominated in Dollars or any Alternative Currency, for such Borrower’s account, in a form reasonably acceptable to the Administrative Agent and such Issuing Bank, at any time and from t... | Label: General |
8eb56e95-f2bd-40a7-a96d-dd7e3f8ab32d | Clause:
This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided , that Borrower may not assign this Agreement or any rights or duties hereunder without the Lenders’ prior written consent and any prohibited assignment shall be absolutely void ab initio... | Label: Successors |
17a8f505-c188-466f-8dab-cb379590f6f4 | Clause:
GSK has full power and authority to enter into this Agreement, as the case may be, and this Agreement constitutes when executed will constitute a valid and legally binding obligation, enforceable in accordance with its respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, ... | Label: Authorizations |
6d7eb18d-a59a-4ab9-8af0-e53ac39eb615 | Clause:
Any notice, report or other communication required or permitted to be given hereunder shall be in writing to both Parties and shall be deemed given (i) on the date of delivery, if delivered, (ii) one (1) day after being sent by a well-established commercial overnight service, or (iii) or three days after mailin... | Label: Notices |
15992e9a-8143-41d3-93de-06b66504931e | Clause:
Schedule 5.20 sets forth a complete and correct listing of all insurance that is (a) maintained by the Loan Parties and (b) material to the business and operations of the Parent Borrower and its Restricted Subsidiaries, in each case, taken as a whole as of the Third Amendment Effective Date, with the amounts in... | Label: Insurances |
7b9c9491-00ce-4460-bf87-aee070329382 | Clause:
Commencing as of the Effective Date, Officer shall continue to receive an annual salary of $775,000.00 (the “ Base Salary ”), payable in accordance with the regular payroll practices applicable to senior executives of the Bank generally, but no less frequently than monthly, and less required deductions for st... | Label: Base Salary |
547a0f86-b8c2-49e4-9446-87a79e0e4fc9 | Clause:
International economic sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) the Canadian Government, including ... | Label: Sanctions |
096f6841-3767-477c-a818-34150e9c2865 | Clause:
No waiver by the Managers or any party to this Agreement at any time of a breach by a party of any provision of this Agreement to be performed by such other party shall be deemed a waiver of any similar or dissimilar provisions of this Agreement at the same or any prior or subsequent time.
Task: Classify this ... | Label: No Waivers |
fa12b101-e831-4e4d-9b73-a7898b3a373b | Clause:
Nothing except cash payment in full of the Obligations shall release the undersigned from liability under this Guaranty.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assig... | Label: Releases |
fe413b87-c8ee-451b-b50e-5c8df0303456 | Clause:
No Loan Party is in default in the payment or performance of any of its contractual obligations, which default could reasonably be expected to have a Material Adverse Effect, and no Default or Event of Default has occurred.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: No Defaults |
906fa1cd-51f4-47ab-9910-53abb3f1f7d5 | Clause:
The captions used i n this Agreement are provided for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Construction |
ad3d0f00-8ca3-4452-b584-4434ad11588f | Clause:
No agreements, discussions or understandings not expressed in this Agreement shall be binding on the parties or affect the Agreement in any way and this Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement, and it supersedes all negotiations and all p... | Label: Entire Agreements |
f9d279f0-7bbb-4450-94f6-b89a39c134a2 | Clause:
The Company and the Executive will at all times comply with all applicable state and federal laws, rules, regulations and standards of any and all governmental authorities and regulatory and accreditation bodies.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Compliance With Laws |
54f6f5de-59f7-4ced-bf72-fc9d0d043848 | Clause:
In consideration of the mutual promises and covenants made herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Company hereby agree to fully, finally and forever release and forever discharge and covenant n... | Label: Releases |
d6c89c7c-cd4a-4bfa-bcf5-8ca04265813e | Clause:
The authorized capital stock of the Company and the outstanding capital stock of the Company (including securities convertible into, or exercisable or exchangeable for, capital stock of the Company) as of the date hereof (the “ Capitalization Date ”) is set forth on Schedule A . The outstanding shares of capit... | Label: Capitalization |
7d418daf-479d-47d5-a47c-51295d8b7ca8 | Clause:
Anything in this Agreement, the Security Documents or any of the other Loan Documents to the contrary notwithstanding, in no event whatsoever, whether by reason of advancement of proceeds of the Loans, acceleration of the maturity of the unpaid balance of the Loans or otherwise, shall the interest and loan char... | Label: Interests |
9925cc96-e8ae-47bc-97d5-ba2255b4647b | Clause:
The obligation of the Parties to exchange the First Lien Notes for the Second Lien Notes at the Closing may be terminated at any time prior to the Closing by the mutual written consent of the Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Terminations |
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