id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
8c609026-1084-4a1a-a4c4-df00096fe918 | Clause:
Except as otherwise provided in Sections 4 and 5 of this Award Agreement, [percentage] of the Restricted Shares will vest on [vesting dates] (each date, a “ Vesting Date ”), provided that, in the event the applicable date occurs during a Firmwide Blackout Period (as defined in the Company’s Code of Ethics), the... | Label: Vesting |
6776f301-7b0e-4de6-9c1b-361c20558ba9 | Clause:
The Company shall pay all Registration Expenses in connection with the registration pursuant to Section 2.1 or 2.2 hereof. Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shel... | Label: Expenses |
31798fd3-7ebf-404d-9520-4b889e251ada | Clause:
For the purpose of this Plan, notices and all other communications provided for in this Plan shall be in writing and shall be deemed to have been duly given when delivered or mailed by overnight courier or United States registered mail, return receipt requested, postage prepaid, addressed to the Change in Contr... | Label: Notices |
f73a234f-a4ff-4e1b-aa18-025dad667c5e | Clause:
This Agreement shall be for the benefit of and binding upon the parties hereto and their respective heirs, personal representatives, legal representatives, successors and, where applicable, permitted assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Binding Effects |
a833a7de-a5db-4167-b4a7-ad329ee5e656 | Clause:
The parties hereto and their respective legal counsel participated in the preparation of this Agreement, and therefore, this Agreement shall be construed neither against nor in favor of any of the parties hereto, but rather in accordance with the fair meaning thereof.
Task: Classify this clause into ONE of the... | Label: Construction |
3a8236de-222a-475e-9b21-16a9706dfa3a | Clause:
From and after the Effective Date, the Administrative Agent shall make all payments in respect of the interests assigned hereunder (including payments of principal, interest, fees and other amounts) to the relevant Assignors for amounts which have accrued to but excluding the Effective Date and to the relevant ... | Label: Payments |
81b24d6b-a342-4d56-a8b8-fc5403060c1f | Clause:
This Settlement. Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed original signatures for the purposes of this Settlement Agre... | Label: Counterparts |
e46cb51d-2175-435d-bb62-dd5684548c3d | Clause:
This Agreement shall be binding upon and inure to the benefit of the First Lien Administrative Agent, the other First Lien Claimholders, the Second Lien Collateral Trustee, the other Second Lien Claimholders, the Company and the other Grantors, and their respective successors and assigns from time to time. If e... | Label: Assigns |
c400c3ea-53b7-4165-a784-096b110fa33a | Clause:
Request any Borrowing, or knowingly use, or permit its Subsidiaries or its or their respective directors, officers, employees and agents to knowingly use, the proceeds of any Borrowing (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else o... | Label: Use Of Proceeds |
9a6be88e-69df-4a15-97dd-3924b3baf44e | Clause:
All covenants, agreements, representations and warranties made by the Obligors herein and in the other Loan Documents, and in the certificates or other instruments delivered in connection with or pursuant to this Agreement and the other Loan Documents, shall be considered to have been relied upon by the other p... | Label: Survival |
184174f3-3897-4631-a818-b8573691ac0c | Clause:
Ensure that no part of the proceeds of the Borrowings will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock or in a manner that, or for any purpose that violates, or is inconsistent with, the provisions of Regulation T, U or X... | Label: Use Of Proceeds |
46aec424-eb1c-4ff9-a9c9-b6bf0ead4cdc | Clause:
In the event that a Participant or his or her beneficiary does not receive any Plan benefit that is claimed, such Participant or beneficiary shall be entitled to consideration and review as provided in this Article. Such consideration and review shall be conducted in a manner designed to comply with Section 503... | Label: General |
65c5d52f-e120-4aaa-b9ac-3b62ba27e35c | Clause:
Each of the Lender Parties and the Funding Agents hereby designates and appoints Coöperatieve Rabobank, U.A., New York Branch as the Administrative Agent hereunder, and hereby authorizes the Administrative Agent to take such actions as agent on their behalf and to exercise such powers as are delegated to the Ad... | Label: Authorizations |
54c64784-c5b6-4487-9cb8-ab10bdaa67c3 | Clause:
Employee hereby warrants that he is not, and has never been, a beneficiary of Medicare as of the effective date of this Agreement. Employee further acknowledges and agrees that he has not incurred medical expenses for any physical or emotional injuries that were allegedly caused by Employer or any other Release... | Label: Representations |
983d8427-0042-4045-9af7-4236bd9aa28e | Clause:
All governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of the Loan Parties and their Subsidiaries (including shareholder approvals) shall have been obtained on terms reasonably satisfactory to the Lenders and shall be in full force... | Label: Approvals |
95fab9b5-7584-4eaa-8e26-8c35ffea0823 | Clause:
The Trustee and the Holders may, from time to time, whether before or after any withdrawal of this Guarantee, without notice to the Guarantor, assign or transfer any or all of the Liabilities or any interest therein; and, notwithstanding any such assignment or transfer or any subsequent assignment or transfer t... | Label: Assignments |
e00ea5e8-6fb7-4b7d-898f-e784206f3656 | Clause:
The Company (after giving effect to the transactions contemplated by this Agreement) is solvent ( i.e. , its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information th... | Label: Solvency |
61c2d93f-4c46-40c8-92d7-1c5da87790e6 | Clause:
The provisions of this Credit Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that, other than as permitted by Section 7.6 of this Credit Agreement, the Borrower may not assign or otherwise transfer any of its ri... | Label: Successors |
3b9ebf21-26d5-4cc1-9f2f-2be838fb7fb1 | Clause:
Delivery to Administrative Agent of the financial statements required to be delivered pursuant to Section 5.4 .
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: Financial Statements |
831efcc6-2f2e-4313-963e-6169835b73dd | Clause:
Except as set forth on Schedule 4.16, no Credit Party has any Subsidiaries.
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, B... | Label: Subsidiaries |
fa8a298b-a559-41dd-ac69-10b65a2ddc8b | Clause:
All covenants, agreements, 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... | Label: Survival |
76f5a650-06dd-4a83-a785-19d6c46d0843 | Clause:
This Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and to the benefit of Executive, Executive’s heirs and legal representatives,, except that Executive’s duties under this Agreement are hereby expressly agreed to be non-assignable and non-transferable.
Tas... | Label: Assignments |
be47842c-e64e-468a-896d-84862940b5bf | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Le... | Label: Participations |
8a91e399-708e-445c-a148-547a3def1520 | Clause:
All material federal, state, local and other tax returns required to have been filed with respect to each Loan Party and each Subsidiary of each Loan Party have been filed, and payment or adequate provision has been made for the payment of all material taxes, fees, assessments and other governmental charges whi... | Label: Taxes |
8acdf16b-4d7d-4194-9a2f-f16d25ebc1f2 | Clause:
This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by telecopy o... | Label: Counterparts |
bd4d8e89-a3dd-4b0a-a7ae-c00204b23133 | Clause:
If the Condor Member timely and effectively exercises the Option, Section 13.3 and 13.4 shall be applicable to, and govern, the closing of the purchase and sale.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Closings |
c004c28b-5a3d-4929-bb10-05f21d04c325 | Clause:
On a Vesting Date or as soon as administratively feasible thereafter, you will receive, in the sole discretion of the Company, either (a) a number of shares of Common Stock of the Company equal to the number of your RSUs that became vested on such Vesting Date, (b) a lump sum cash payment equal to (i) the numbe... | Label: Payments |
0bf0bd14-ef25-4e69-b4be-40177a7f46bc | Clause:
No Person shall be admitted as an Additional Limited Partner without the consent of the General Partner, which consent shall be given or withheld in the General Partner’s sole and absolute discretion. A Person who makes a Capital Contribution to the Partnership in accordance with this Agreement, including, with... | Label: General |
b41185ef-03ad-4a50-a579-f643c38b92ed | Clause:
Each of the Parties submits to the jurisdiction of any state or federal court in Los Angeles County, California, in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each of the P... | Label: Submission To Jurisdiction |
b6faf523-12e5-4007-b622-77aaac0b4d38 | Clause:
This Fourth Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts sh... | Label: Counterparts |
aeaa6d90-2ef3-4865-abe3-a80909dc249c | Clause:
Each Party agrees that it shall bring any action or proceeding in respect of any Dispute or claim arising out of or related to this Agreement, whether in tort or contract or at law or in equity, exclusively in any federal or state courts located in Ohio and (i) irrevocably submits to the exclusive jurisdiction ... | Label: Litigations |
2777aa9b-3017-4336-acb7-622e7503d71a | Clause:
This Agreement may be executed in one or more counterparts, including by means of facsimile or electronic delivery in.pdf format, each of which shall be an original and all of which shall together constitute one and the same document.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Counterparts |
c2819fc7-0762-4843-b5b2-ff39e4a471f8 | Clause:
Owner, the Members and Managers of Owner, and their respective agents and representatives, at Owner’s expense, shall have the right at all reasonable times during normal business hours and upon at least twenty-four (24) hours’ advance notice, to audit, examine, and make copies of or extracts from the books of a... | Label: Records |
84fa4b75-ea6f-4ff6-a522-0442788bad24 | Clause:
The Amendment No. 3 Joint Lead Arrangers and Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Restatement Effective Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including the legal fees and expenses... | Label: Fees |
2e8abc02-a0b6-47d5-be40-2884100c437b | Clause:
The Parties recognize and agree that money damages may be insufficient to compensate any party hereto for breaches by another party hereto of the terms hereof and, consequently, that the equitable remedy of specific performance of the terms hereof will be available in the event of any such breach.
Task: Classi... | Label: Specific Performance |
1fd76236-e6f7-48ec-987d-9bc79d415d6a | Clause:
All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, including, with respect to any Purchaser, upon delivery by electronic mail to such Purchaser’s or such Purchaser’s representative’s e-mail address; (ii) ... | Label: Notices |
b1d45cd6-abbd-4ad7-9aca-f7e0ee7229e7 | Clause:
Any notice, request, claim, demand or other communication under this Agreement shall be in writing, shall be either personally delivered, delivered by electronic transmission, or sent by reputable overnight courier service (charges prepaid) to the address for such party set forth below or such other address as ... | Label: Notices |
fa36a612-c3fb-49c2-8c96-7c1b772da3db | Clause:
Each of the Company and the Purchaser (i) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court, the New York state courts and other courts of the United States sitting in New York, New York for the purposes of any suit, action or proceeding arising out of or relating to t... | Label: Jurisdictions |
a9a300cc-a7d4-4d64-9bfc-5f3bfa2e9c2b | Clause:
This Agreement shall be construed according to the internal laws, and not the laws pertaining to choice or conflict of laws (to the extent they would permit the application of the laws of any other jurisdiction), of the State of New York.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Governing Laws |
10d77f96-30d8-421d-9554-c0fbbe5bf4bd | Clause:
Each First Priority Agent may demand specific performance of this Agreement. Each Second Priority Agent, on behalf of itself and each Second Priority Lender, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific ... | Label: Specific Performance |
e7d31d15-39f6-4a63-9c05-dbb3fd68963a | Clause:
Tenant's obligations and liabilities under this Article shall survive the expiration of this Lease.
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, Author... | Label: Survival |
341aed46-976a-4f4f-9f03-dc4b343820c9 | Clause:
Create, incur, assume or suffer to exist, or permit any Subsidiary thereof to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets of any kind, whether now owned or hereafter acquired, or any income or profits therefrom, except for Permitted Liens.
Task: Classify this clau... | Label: Liens |
fbe6bf6a-5418-4c51-b75a-e48809975961 | Clause:
At any time following the execution and delivery of the Security Agreement, the security interest in the collateral purported to be created by the Security Agreement shall fail or cease to be, or shall be asserted in writing by Borrower not to be, a valid and perfected first-priority security interest (subject ... | Label: Liens |
4600c12c-6a46-441d-80cb-d50df683398f | Clause:
Without regard to the reason for, or the timing of, Executive’s termination of employment: (i) the Company shall pay the Executive any unpaid base salary earned for periods prior to the effective date of Executive’s termination of employment (the “Termination Date”); (ii) the Company shall pay Executive all of ... | Label: Vacations |
c0143c2b-3579-4cbb-8b40-2d3e4eb3a164 | Clause:
(a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state Laws and each Group Member and ERISA Affiliate is in material compliance with ERISA, the Internal Revenue Code and other United States federal or United States st... | Label: Erisa |
94cd3965-4ac6-4145-ae01-c41d33695404 | Clause:
If on or at any time after the date ninety (90) days after the Emergence Effective Date the Company proposes to file (i) a Registration Statement on a form which would permit the registration of Registrable Securities (other than a Registration Statement on Form S-4 or S-8) for purposes of registering the offer... | Label: Participations |
01ed56d3-abdb-43c8-934e-9c1cfd617489 | Clause:
Other than with respect to any disputes concerning Executive’s obligations under Section 7 of this Agreement or Exhibit A hereto, in the event of any dispute or claim arising out of or in connection with this Agreement or the enforcement of rights hereunder, such dispute or claim shall be submitted to binding a... | Label: Arbitration |
282a0e76-6d17-4e0e-9039-d0cc660793f1 | Clause:
THE BORROWER AND THE PARENT GUARANTOR IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY L/C ISSUER, OR ANY RELA... | Label: Submission To Jurisdiction |
7172a749-b551-4691-ab76-f3317c02c739 | Clause:
No failure by either party to declare a default based on any breach by the other party of any obligation under this Agreement, or failure of such party to act quickly with regard thereto, shall be considered to be a waiver of any such obligation, or of any future breach.
Task: Classify this clause into ONE of ... | Label: No Waivers |
1b3bd2a9-6e85-4d93-9bf8-17e61e38ea5b | Clause:
This Fourth Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, ... | Label: Remedies |
f60792f3-e226-4845-818a-1c988b72af39 | Clause:
This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. The parties hereto confirm that any facsimile copy of another party’s executed counterpart of this Agreement (or its signature page thereo... | Label: Counterparts |
f76a7c25-07b5-4451-9d35-23db782d536f | Clause:
In handling any confidential information, Lender shall exercise the same degree of care that it exercises for its own proprietary information, but disclosure of information may be made: (i) to prospective transferees or purchasers of any interest in the Advances (provided, however, Lender shall use commerciall... | Label: Confidentiality |
19c32a95-d927-4341-aacd-a39ebf1e0800 | Clause:
The Borrower and each other Credit Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, any Issuing Lender, the ... | Label: Submission To Jurisdiction |
d90e597b-9f48-42f1-bd79-f1b8926b233d | Clause:
Any notices provided hereunder must be in writing and shall be deemed effective when delivered personally (including personal delivery by telecopy), one (1) business day after being sent by a overnight courier for next business day delivery, or the third (3 rd ) business day after mailing by first class mail to... | Label: Notices |
2c4523d6-fc65-40b5-ba76-418d4cdfb505 | Clause:
No amendment or waiver of any provision of this Agreement nor consent to any departure by the Borrower herefrom shall in any event be effective unless the same shall be in writing, executed by the Depositary Bank and the Collateral Agent, and otherwise in accordance with the Intercreditor Agreement. Any such am... | Label: Amendments |
005def4e-c711-4bc1-b135-df6a59e9c1eb | Clause:
The representations, warranties, covenants and agreements of the parties hereto shall survive the date hereof and the issuance of the Subscriber’s Shares.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Survival |
c4aeb71b-19a6-4d4b-b1ce-8a83f600c5de | Clause:
The Employee shall report to the Chief Executive Officer of the Company and any other executive officers as may be determined from time to time by the Board of Directors of the Company. The Employee shall perform all of the normal and customary duties, responsibilities and authorities customarily accorded to, a... | Label: Duties |
d3c947eb-634a-4548-8245-48c733d87699 | Clause:
Seller hereby represents to Buyer and Agent that as of the date hereof and taking into account the terms of this Amendment Number Eight, Seller is in full compliance with all of the terms and conditions of the Agreement and each other Program Document an d no Default or Event of Default has occurred and is cont... | Label: Representations |
3fa791db-ff4a-4261-9e17-da59b8167b0d | Clause:
The Parent Entity will, and will cause each of its Material Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (i) its legal existence, and (ii) the rights, licenses, permits, privileges and franchises material to the conduct of its business, except... | Label: Existence |
0dec031b-fb6e-44e2-87f1-e021e90c9c20 | Clause:
This Agreement shall be governed by and construed in accordance with the law of the State of Delaware, without regard to the conflicts of law rules of such state.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Governing Laws |
bd5bfe5f-c116-431b-b07b-a72634c2f0e6 | Clause:
This document, together with its attached exhibits, constitutes the final, complete, and exclusive embodiment of the entire agreement and understanding between the parties related to the subject matter hereof and supersedes and preempts any prior or contemporaneous understandings, agreements, or representations... | Label: Entire Agreements |
4acfec11-b52e-49c2-a9de-319abdf86c7a | Clause:
The Company, or as applicable, an Affiliate of the Company, shall have the power to withhold an amount sufficient to satisfy all federal, state, local or foreign withholding requirements in respect of any payment or credit made under the Plan. In addition, the Plan Manager may require a Participant to satisfy e... | Label: Withholdings |
2da95f64-d39d-4dcf-92d9-5f327b74aa7f | Clause:
Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delive... | Label: Notices |
0c1aa537-8065-43b6-a57c-8b5e6e3abac6 | Clause:
This Fifth Amendment may be executed in one or more counterparts and on facsimile counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same agreement.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Counterparts |
fdf39ad6-617e-4353-b02c-4d7135d0d28c | Clause:
The waiver by the Company of a breach or threatened breach of any obligation of this Agreement by the Employee shall not be construed as a waiver of any subsequent breach by the Employee. The refusal or failure of the Company to enforce any obligation of this Agreement (or any similar agreement) against any oth... | Label: Waivers |
13af64b2-effb-449b-a52b-9d2c38e120e9 | Clause:
The Effective Date of the Plan (the “Effective Date”) is May 5, 2011. This Plan and each Award granted hereunder are conditioned on and shall be of no force or effect until the Plan is approved by the stockholders of the Company. The Committee (or its delegate in accordance with Section 3.4(b) hereof) may award... | Label: Effective Dates |
3e3ae898-d6bb-479c-be94-44f131475217 | Clause:
If a Participant experiences a Substantial Employment Change following a Change in Control, the Participant’s Account Balance will be immediately increased so that the Account Balance is not less than the lump sum Actuarial Equivalent of the present value of the Target Retirement Benefit. The Participant will r... | Label: Change In Control |
d05c9866-b1e2-4c61-bcd8-664b6dceae1d | Clause:
In the event that the Closing shall not have occurred with respect to a Buyer on or before five (5) Business Days from the date hereof due to the failure to satisfy the conditions set forth in Sections 6 and 7 above (and the affected party not waiving such unsatisfied condition(s)), the affected party shall hav... | Label: Terminations |
3fe7cfa3-5409-4f0d-87a6-f92434113a68 | Clause:
The Credit Parties shall not enter into any transaction with any of its Affiliates, except in the Ordinary Course of Business of the Credit Parties and upon fair and reasonable terms that are no less favorable to the Credit Parties than it would obtain in a comparable arm's length transaction with a Person not ... | Label: Transactions With Affiliates |
1be82469-02da-461e-aa84-11a8b27c4100 | Clause:
Seller represents and warrants to Buyer that each Purchased Mortgage Loan sold in a Transaction hereunder, as of the related Initial Purchase Date for such Transaction, conforms to the applicable representations and warranties set forth in Exhibit VI attached hereto, except as disclosed to Buyer in writing prio... | Label: Representations |
0b913a2b-ef53-497b-9f8b-a79a12b742a1 | Clause:
This Amendment may be executed by each of the parties hereto on any number of separate counterparts (including by facsimile or .pdf), each of which shall be an original and all of which taken together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Counterparts |
9817a536-bffd-4577-a7ab-17c4b1e5c38b | Clause:
Any dispute, controversy or claim arising out of or related to this Agreement or any breach of this Agreement shall be submitted to and decided by binding arbitration in the County of New York. Arbitration shall be administered exclusively by the American Arbitration Association and shall be conducted consisten... | Label: Arbitration |
d13205b2-757d-40ae-a170-497ed7fa9f2d | Clause:
Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Executive at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.
Task: Classif... | Label: Notices |
883b2a39-6eae-4152-b5ed-1a739b2eb155 | Clause:
For the purposes of this Section 2.15, the term “applicable law” includes FATCA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Sala... | Label: Definitions |
b4fddc25-6bc0-4f70-9af4-402437a93f5a | Clause:
This Agreement and the Subscription Agreement contain the entire understanding of the parties hereto with respect to the subject matter hereof and thereof and supersedes all previous and contemporaneous verbal and written agreements, representations and warrantees with respect to such subject matter. This Agree... | Label: Entire Agreements |
dd1a5830-798c-458e-9b57-e607ffcddfab | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Ass... | Label: Counterparts |
2fb19c75-54cb-494d-88c9-441bd8f8944e | Clause:
Such Borrower and each of its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the exten... | Label: Existence |
bb6785b1-03a7-41f7-925e-e23554f4154c | Clause:
The obligations contained in this Agreement shall survive the termination of Employee’s employment with Employer or expiration of this Agreement as necessary to carry out the intentions of the parties as described herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Survival |
5eacad6f-28fd-4018-a620-4d746482dde9 | Clause:
All headings in this Waiver are for convenience only and shall not be used to interpret any term or provision of this Waiver.
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 |
840dcc53-5dfc-4436-89c2-90b8cdeff7b9 | Clause:
Upon the terms and subject to the conditions set forth in this Agreement, each party hereto shall use commercially reasonable efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or adv... | Label: Cooperation |
607dd870-a1e9-45f0-8605-1fe1d25c64dc | Clause:
The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms on a timely basis or were otherwise breached. It is accordingly agreed that, in the event of any breach or threatened breach by any other pa... | Label: Enforcements |
5008482c-ceb3-48df-a35a-6020bab087c6 | Clause:
All capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms 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... | Label: Definitions |
5775327e-63dc-4e43-abf4-a9cc433a934c | Clause:
This Amendment No. 2 may be executed in two or more 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 No. 2 by facsimile or other electronic transmission shal... | Label: Counterparts |
ec49ade4-4908-49c0-887c-d6a31510c6ae | Clause:
Indemnitee shall give the Corporation notice in writing as soon as practicable of any Proceeding for which indemnification will or could be sought under this Agreement; provided that any failure or delay in giving such notice shall not relieve the Corporation of its obligations under this Agreement unless and t... | Label: Cooperation |
5c8e3ecb-1767-428d-ae11-3f6166c9ff35 | Clause:
All RSUs and PSUs shall fully vest in the event of a Change in Control as defined in the Incentive Plan.
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: Change In Control |
12c4a3e4-9e61-44cd-a453-a304393e3df1 | 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 $6,000,000 of ... | Label: Closings |
ebdf92a4-bba1-4156-832f-b082b213600a | Clause:
(i) The audited consolidated balance sheet of the Guarantor and its consolidated subsidiaries as of December 31, 2014 and the related consolidated statements of income and cash flows for the fiscal year then ended, delivered to the Administrative Agent on or prior to the Original Closing Date, fairly present, i... | Label: Financial Statements |
4ed53d58-5ada-4b2b-98e5-f1e1b6ddd048 | Clause:
The Borrower shall have delivered (i) in the case of any Revolving Loan, to the Administrative Agent, an appropriate Notice of Borrowing, duly executed and completed, by the time specified in, and otherwise as permitted by, Section 2.02 , (ii) in the case of any Letter of Credit, to the applicable L/C Issuer, a... | Label: Notices |
7bcd9ed9-df64-4d58-a5f2-f8facc12e871 | Clause:
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings relating to the subject matter of this Agreement. Notwithstanding the foregoing, this Agreement and the Award made hereby shall be subject ... | Label: Entire Agreements |
007275c8-cc86-44a8-95c3-702220c7dde0 | Clause:
Notwithstanding any suspension or termination of this Agreement, the Parties shall continue to be bound by the provisions of this Agreement that reasonably require some action or forbearance after such suspension or termination, including those relating to confidentiality obligations, audit rights, warranties, ... | Label: Survival |
da3d6a4a-592b-406e-931c-0e709da6a017 | Clause:
Buyer shall pay (a) the premium for the Title Policy and the cost of all endorsements and any extended coverage obtained by Buyer thereunder; (b) the cost of the New Survey; (c) one-half (1/2) of all escrow fees and expenses charged by Escrow Agent; (d) all recording fees on any document recorded pursuant to th... | Label: Expenses |
8e31d676-78c6-4c40-a6fa-8cfe462b1721 | Clause:
This 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 law thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Governing Laws |
7f95b954-43b7-42d0-8ffd-f4d47f34f251 | Clause:
The Company shall indemnify Executive to the fullest extent permitted by applicable Delaware law (as may be amended from time to time), includ-ing the advance of expenses permitted herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Indemnifications |
698550cb-5ed6-4f32-8bcb-dfbf49cb3ffb | Clause:
In consideration of the benefits and payments to be made to you under this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which you hereby acknowledge, you agree that you will not criticize, disparage, defame, or otherwise attempt to impugn the character, integrity or r... | Label: Non-Disparagement |
2c21bf8b-b177-4a76-aa75-ae7b88ac0c79 | Clause:
Whenever notice is required to be given under this Second Amendment Agreement, unless otherwise provided herein, such notice shall be given in accordance with Section 9(f) of the SPA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Notices |
97650de5-ddc9-4535-a878-067b4825cb60 | Clause:
(a) Each of the Lenders and each L/C Issuer hereby irrevocably appoints Scotiabank to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administ... | Label: Authority |
8402dc02-64a0-4e39-b864-40f1a0c7b77e | Clause:
This Agreement shall continue in force for an initial term of five (5) years, subject to extension by written agreement of the parties; provided , however , that any party may cause this Agreement to terminate by delivering written notice thereof to the other party, in which event this Agreement shall termina... | Label: Terms |
99d6e296-854f-4317-bcd3-95897a475492 | Clause:
The parties hereto acknowledge that damages would be an inadequate remedy for any breach of the provisions of this Agreement and agree that the obligations of the parties hereunder shall be specifically enforceable, and neither party will take any action to impede the other from seeking to enforce such rights o... | Label: Specific Performance |
5f026ec7-62b1-4490-9007-526d1714bcee | Clause:
Each Plan complies in all material respects with all applicable requirements of law and regulations. The Company and all members of the Controlled Group are in compliance with all applicable minimum funding requirements with respect to all Single Employer Plans, and on an aggregate basis, there are no Unfunded ... | Label: Erisa |
02a9f895-3f30-46aa-be8c-79f910dff41d | Clause:
The Plan may be amended, whether prospectively or retroactively, in whole or in part, at any time, or from time to time, whether upon termination or otherwise, as to any or all of its provisions, by, or pursuant to authorization contained in, a resolution adopted by the Board; provided, however, that no amendme... | Label: Amendments |
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