id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
0d9acd80-f9fc-40b5-afd6-6681dd897fe5 | Clause:
Each of the Lenders (for purposes of this Article X , references to the Lenders shall also mean the Issuing Bank and the Swingline Lender) hereby irrevocably appoints Wells Fargo to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent... | Label: Authority |
887c3c6f-7e7e-4089-b954-191389131554 | Clause:
The representations and warranties of the Company and the agreements and covenants set forth in Sections 3, 4, 7 and 8 shall survive the closing hereunder for a period of two (2) years from the date hereof notwithstanding any due diligence investigation conducted by or on behalf of the Investor. The Company agr... | Label: Survival |
fffa6c2f-534e-465c-9b95-fefa0144b417 | Clause:
During the term of employment, you shall serve as Executive Vice President, Corporate Marketing & Communications of the Company and you shall have the authority, functions, duties, powers and responsibilities normally associated with such position and such additional authority, functions, duties, powers and res... | Label: Employment |
703f841e-0f8d-4044-bf0e-e252c775c69b | Clause:
The Loan Parties and each of their Subsidiaries have filed all federal, material state and other material tax returns and reports required to be filed (after giving effect to any extensions), and have paid all material federal, material state and other material taxes, assessments, fees and other material govern... | Label: Taxes |
3defa158-1554-41c4-8492-15e696661371 | Clause:
(a) Schedule 3.12(a) and Schedule 3.12(b) set sets forth as of the Third Restatement Amendment No. 3 Effective Date a list of all Subsidiaries and , Excluded Subsidiaries other than the inactive Subsidiaries listed on Schedule 3.12(b) , , and the percentage ownership (directly or indirectly) of Parent Holdin... | Label: Subsidiaries |
12d28ba4-08f1-409d-a8bf-caf22c35f1e6 | Clause:
Except as herein provided, the Note and Guarantee Agreement shall remain unchanged and in full force and effect. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amen... | Label: Miscellaneous |
33f5c031-2de4-4f98-96a6-bf601a1030d3 | Clause:
The execution and delivery by the Investor of this Agreement and, as of the Closing, the Investor Rights Agreement do not and will not, and the consummation of the Transactions and compliance with the provisions of this Agreement and the Investor Rights Agreement will not, conflict with, or result in any violat... | Label: No Conflicts |
614c8551-4fe8-4bb4-bfc2-f27b72eadba6 | Clause:
The Committee has the right to revise, modify, or terminate the LTIP in whole or in part at any time or for any reason, and the right to modify any LTIP Award amount in accordance with Section 31 of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Amendments |
ee76d92e-48e2-4fc1-be44-d8c410d69658 | Clause:
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand and receipted for by the party addressed, on the date of such receipt, (ii) if mailed by domestic certified or registered mail with postage prepaid, on the thi... | Label: Notices |
72a8b8b8-4c8c-49ad-8b80-937300055bd5 | Clause:
This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors ... | Label: Entire Agreements |
929e1621-edbd-4ded-baaf-cf614f5a91b8 | Clause:
Each of the Lenders (for the avoidance of doubt, for purposes of this Article, references to the Lenders also includes the Swingline Lender) hereby irrevocably appoints Wells Fargo to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative A... | Label: Authority |
f6f706c3-c089-4214-b8e7-b93128f56b09 | Clause:
The Company shall have no obligation to reimburse Consultant for any expenses incurred by Consultant in connection with the performance of services hereunder. Any expense reimbursements agreed to by the Company shall require prior written approval from the Company.
Task: Classify this clause into ONE of these ... | Label: Expenses |
54539def-b679-4bfe-a5c0-c71620eceebe | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAWS RULES OR PROVISIONS (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF AN... | Label: Governing Laws |
1d2ef9c0-059f-4fb2-9a18-7a32de7cd8aa | Clause:
The unpaid principal amount of this Note shall accrue interest on the basis of a 360 day year at 12% per annum, provided that upon the occurrence and during the continuance of an Event of Default, at the option of the Payee (other than with respect to an Event of Default under Section 9(e) hereof, in which case... | Label: Interests |
b63153f8-e736-4c3f-9a28-07223d65f149 | Clause:
As of the date hereof, all of the outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any li... | Label: Capitalization |
94482439-9830-47fc-aedc-041e91e32fb0 | Clause:
The Company will reimburse or pay for all reasonable business expenses incurred by Executive in the execution of her duties. This includes the expenses for airfare, accommodation and other business related expenses.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Expenses |
746e0990-efc8-49af-b43c-106ebe7654da | Clause:
The term of the Partnership shall continue until December 31, 2065, unless earlier dissolved and terminated in accordance with this Agreement and the Partnership Act.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Terms |
b58a6b69-0663-4ad3-bf56-6dac26159c4f | Clause:
Each Group Member as of the Closing Date will own, or be licensed or be otherwise permitted to use, all Intellectual Property necessary for the conduct of its business as currently conducted. No material claim against a Group Member has been asserted and is pending by any Person challenging or questioning the u... | Label: Intellectual Property |
2fc714d7-f554-4e12-8604-246647739e5d | Clause:
Employee agrees to refrain from any disparagement, defamation, libel, or slander of any of the Releasees, and agrees to refrain from any tortious interference with the contracts and relationships of any of the Releasees except as compelled by legal process initiated by any person, entity or governmental body, a... | Label: Non-Disparagement |
5ffc0583-8919-4aaa-8dd5-962ad7315eb7 | Clause:
This Guarantee may be executed by one or more of the parties to this Guarantee on any number of separate counterparts (including by facsimile or other electronic transmission (e.g. a “pdf” or a “tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set ... | Label: Counterparts |
30f64aaa-aff8-4438-8fca-d6d8c9f2bc11 | Clause:
No Event of Default or Potential Event of Default shall have occurred and be continuing or would result from the making of the Loans.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: No Defaults |
3f608eb5-f81d-4e8b-a96b-455353865730 | Clause:
Following termination of employment with the Company for any reason, Executive shall cooperate with the Company, as requested by the Company upon reasonable notice and with due regard to Executive’s obligations to a future employer, (i) to effect a transition of Executive’s responsibilities and to ensure that t... | Label: Cooperation |
e5ba46ee-77fa-4cab-83e3-aaec1eea452e | Clause:
In this Agreement, unless otherwise specified, the use of any gender includes the other gender and the use of the terms “it, its, their or theirs” shall include a gender, if applicable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Interpretations |
3c825f4a-cd3a-4136-8c94-b1ceb57391e9 | Clause:
Manager shall maintain appropriate books of account and records relating to services performed under this Agreement, and such books of account and records shall be accessible for inspection by representatives of Parent REIT, the Operating Partnership, Sub-REIT or any other Subsidiary at any time during normal b... | Label: Records |
00a45434-14ba-42ad-bd78-61b321b95b8d | Clause:
The term of this Agreement shall be a period of three years beginning on the Commencement Date, subject to earlier termination as provided herein. Beginning on the first anniversary of the Commencement Date, and on each anniversary thereafter, the term of this Agreement shall be extended for a period of one yea... | Label: Terms |
35f5865b-6d58-4ec9-86a1-e0956121da67 | Clause:
Following a Change in Control, if Executive’s employment is terminated (i) voluntarily by Executive without Good Reason, (ii) involuntarily by the Company for Cause or (iii) due to death, Executive shall be entitled to Base Salary and benefits accrued through the date of termination and Executive’s entitlement ... | Label: Death |
e12bec32-c294-46ba-84a0-813d2d544b5f | Clause:
As soon as reasonably practicable and, in any event, within ten (10) Business Days after the Company or any Restricted Subsidiary knows of the occurrence of any of the following, the Company will deliver to the Administrative Agent a certificate setting forth a reasonable level of detail as to such occurrence a... | Label: Erisa |
171aeefc-6235-447e-bcf0-d923639347e2 | Clause:
This Fourth Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Fourth Amendment by facsimile transmission or electronic transmission (e.g., ... | Label: Counterparts |
191ab7aa-e6fd-4faf-ae19-3bcc83d52a6a | Clause:
The Lease has an initial term of ending on March 6, 2050. Tenant has an option to renew and extend the term of the Lease for one additional ten (10) year term, subject to the terms and conditions set forth in the Lease.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Terms |
56ac2500-62ec-4761-b1cd-789766263bdd | Clause:
Kite shall withhold all applicable federal, state and local taxes and social security and such other amounts as may be required by law from all amounts payable under this Section 3 consistent with Florida resident tax withholding.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Withholdings |
0201282c-6b9b-49c0-9d1c-52ca9f53062b | Clause:
This Guaranty is given pursuant to the Credit Agreement and is an amendment and restatement of that certain Second Amended and Restated Unconditional Guaranty of Payment and Performance dated October 27, 2015 from REIT in favor of the Lender (the “Existing Guaranty”). The parties hereto acknowledge and agree t... | Label: Amendments |
30866116-f183-422e-804b-d3eb24cee191 | Clause:
If any provision of this Release is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Release will remain in full force and effect. Any provision of this Release held invalid or unenforceable only in part or degree will remain in full force and effect to the exte... | Label: Severability |
7c42e67c-0040-469b-8e5a-ee2726a76627 | Clause:
Each Covered Party directly owns, of record and beneficially, the Covered Assets listed to be owned by it, as applicable, as set forth on the Collateral and Covered Asset List, free and clear of any and all Liens or claims of others, other than Liens permitted under the Credit Agreement. Other than Excluded As... | Label: Titles |
dc43f6ff-a160-4f88-8edf-6d3740cb2614 | Clause:
The Merrill Parties agree to pay $20,000,000 ($20 million) to Overstock.com, Inc. (the Settling Parties understand that the allocation of the Payment among the Overstock Parties is set forth in a separate agreement among the Overstock Parties). Specifically, after receiving executed copies of the Agreement from... | Label: Payments |
8767a867-1daf-4bd5-b8c4-0734ec4540f8 | Clause:
So long as the Note remains outstanding, the Company and its Subsidiaries shall maintain in full force and effect insurance reasonably believed by the Company to be adequate coverage (a) on all assets and activities, covering property loss or damage and loss of income by fire or other hazards or casualty, and (... | Label: Insurances |
dbb3b8da-718b-412a-97ff-5e889e047e44 | Clause:
You will continue to be eligible to participate in the healthcare, 401(k), employee stock purchase and other employee benefit plans established for our employees as long as you meet the eligibility criteria for such plans. You will continue to be entitled to 15 days of Paid Time-Off (PTO) annually, accrued on a... | Label: Benefits |
1b2a0909-451c-48bf-9f7c-e7d9905c3c5d | Clause:
During the Term of this Agreement and following termination of employment, for any reason, the Confidential Information shall be held by the Executive in the strictest confidence and shall not, without the prior express written consent of the Company, be disclosed to any person other than in connection with the... | Label: Confidentiality |
bd81361f-1e17-4d4e-a142-a11cbed74217 | Clause:
(a) . The Company and its subsidiaries carry, or are covered by, insurance covering their respective properties, operations, personnel and businesses in such amounts and covering such risks as is customary for companies engaged in similar businesses in similar industries; and neither the Company nor any of ... | Label: Insurances |
b1dd4faa-64ee-4a33-aa09-4aab9bf71a02 | Clause:
THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, ... | Label: Governing Laws |
81d8a08e-3f5e-4955-87ad-cb314f322003 | Clause:
This Agreement sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements, and communications, whether oral or written, pertaining to the subject matter hereof (including, without limitation, the Offer Letter, dated as of July 28, 2015, by and between Employer and Emplo... | Label: Entire Agreements |
199de1e6-d426-491f-9370-a9390c221587 | Clause:
This Lease shall not be assigned or the Leased Property sublet in whole or in part by Tenant without the prior written consent and approval of Landlord, which approval shall not be unreasonably withheld, and if such consent and approval should be given, Tenant shall nevertheless remain liable for rents and perf... | Label: Assignments |
4befc0b5-d09e-4802-8a21-7f039d254ebf | Clause:
The issuance by any Issuing Bank of any amendment, supplement or other modification to any Letter of Credit shall be subject to the same conditions applicable under this Agreement to the issuance of new Letters of Credit (including, without limitation, that the request therefor be made through such Issuing Bank... | Label: Amendments |
6e098fd3-9238-4df8-a6c2-a51c53b7be75 | Clause:
If the Republic/EQT Transaction is terminated prior to the Closing thereof, this Agreement shall also terminate and be void and of no further force and effect, without any further notice or action by any Party hereto, immediately upon such termination. Except as set forth in the immediately preceding sentence, ... | Label: Terminations |
cb28f5c3-dfd0-4b35-93b2-424447fc88e7 | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF TEXAS AND OF ANY TEXAS STATE COURT AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR ... | Label: Consent To Jurisdiction |
0c3d6845-ee2f-4702-9555-8b0ef2bfeba9 | Clause:
Subject to the other provisions of this Section 4, all non-settled RSUs shall be forfeited if Awardee ceases to be a director of the Company prior to the Settlement Date. Upon any such forfeiture, under no circumstances will the Company be obligated to make any payment to Awardee, and no shares of Common Stock ... | Label: Forfeitures |
5b409727-214b-4bbe-be68-a54f99fa2250 | Clause:
Seller and Purchaser hereby covenant and agree that, at all times after the Effective Date and continuing after the Closing, unless consented to in writing by the other party (which consent may be granted or withheld in the sole discretion of the party whose consent is being requested), no press release or othe... | Label: Confidentiality |
da315a20-238e-4466-bd42-721d6897e78c | Clause:
Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court fro... | Label: Submission To Jurisdiction |
876222fc-e033-41f9-b95e-a34b20d2267f | Clause:
Promptly pay all taxes, withholdings, levies and assessments due to all local, state and federal agencies, and if requested by the Lender, submit to the Lender copies of any and all federal or state or local tax returns evidencing the computation and the payment of such taxes.
Task: Classify this clause into O... | Label: Taxes |
5f89a713-b130-4c11-aef8-73e20440e3d4 | Clause:
Each Restricted Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by any Restricted Holder, money damages may be inadequate and Buyer may have not adequate remedy at law, and agree that irreparable damage would occur ... | Label: Specific Performance |
44aae05e-7834-4dd3-aa90-f2a26eea973b | Clause:
This Agreement, each of the Notes and any other Related Writing shall be governed by and construed in accordance with the laws of the State of Ohio and the respective rights and obligations of the Borrower, the Administrative Agent, and the Lenders shall be governed by Ohio law, without regard to principles of ... | Label: Governing Laws |
9919eb95-0df3-449e-81ec-edf3c97f9082 | Clause:
Global 2 and Global 1 shall have performed and complied in all material respects to all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Agreements |
219dce2a-27d2-44dc-95ec-8e9b3ddeb536 | Clause:
Any notice under this Agreement shall be in writing, and any written notice or other document shall be deemed to have been duly given (i) on the date of personal service on the parties, (ii) on the third Business Day after mailing, if the document is mailed by registered or certified mail, (iii) one day after b... | Label: Notices |
24baf16e-193a-4f7f-bcdb-fb31e985e591 | Clause:
Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to vest title to the Purchased Assets in Buyer, carry out th... | Label: Further Assurances |
9cad303e-7b5c-427f-aa75-eb5448b9280f | Clause:
Each representation and warranty of Borrower contained in the Credit Agreement and the other Credit Documents is true and correct in all material respects (unless such representations and warranties are already qualified by materiality, Material Adverse Effect or a similar qualification in which case such repre... | Label: Warranties |
c99ddda6-feea-48ea-be28-e59bceecd33b | Clause:
Borrowers shall use the proceeds of Term Loans solely for (a) transaction fees incurred in connection with the Financing Documents and the refinancing on the Closing Date of Debt, and (b) for working capital needs of Borrowers and their Subsidiaries. No portion of the proceeds of the Loans will be used for fami... | Label: Use Of Proceeds |
5ec5c393-009a-4b17-a673-1cc223aca573 | Clause:
Such Party is acting on its own behalf and on behalf of its Subsidiaries and shall cause each of its Subsidiaries to comply with all of such Subsidiary's obligations hereunder, including, without limitation, to grant the rights and licenses granted hereunder by such Subsidiary.
Task: Classify this clause into ... | Label: General |
81c06f25-8c0b-4be5-bee6-cabb29d4a726 | Clause:
Holder may from time to time sell or assign, in whole or in part, or grant participations in this Note and/or the obligations evidenced hereby, without any requirement to obtain the Borrower’s written consent or approval. The holder of any such sale, assignment or participation, if the applicable agreement bet... | Label: Participations |
85e57c6f-c531-4c37-8719-b4a78aa1090f | Clause:
The internal law of the State of Indiana shall govern the construction and validity of this Agreement without regard to conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Governing Laws |
150c1b7e-5e51-4f1e-9a01-c93dce5ee66a | Clause:
The Members may at any time directly or indirectly sell, transfer, assign, hypothecate, pledge or otherwise dispose of or encumber all or any part of its interest in the Company (including, without limitation, any right to receive distributions or allocations in respect of such interest and whether voluntarily,... | Label: Assignments |
551965e0-7291-4232-8a8b-b5832068e03c | Clause:
Client agrees to pay Wells Faro the Fees for the Pilot calculated in accordance with the terms of the Fee Letter.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Aut... | Label: Fees |
b5108784-6750-4a9c-9fad-c25ea6b3ecd2 | Clause:
Indemnified Parties may enforce the obligations of Indemnitors without first resorting to or exhausting any security or collateral or without first having recourse to any other Transaction Documents or any of the Collateral, through foreclosure proceedings or otherwise, provided, however, that nothing herein sh... | Label: Enforcements |
ba231aaf-7f8b-4aa2-b1a8-4082984b21c4 | Clause:
The Issuer hereby covenants and agrees, except for releases specifically permitted hereunder, not to sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist, any Adverse Claim (other than the Security Interest created hereby or any Permitted Liens) upon or with resp... | Label: Liens |
64844200-6e09-447f-a5df-6191b11fa06a | Clause:
No provision of this Guaranty may be waived, amended, supplemented or modified, except by a written instrument executed by Administrative Agent and each Guarantor. No failure by Administrative Agent to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof;... | Label: Miscellaneous |
28849384-eb9c-43e7-882b-15c3869a30f9 | Clause:
Notwithstanding the foregoing, in the event of a Change in Control, if the Participating Employer previously established a trust (or trusts) prior to the Change in Control, and such trust (or trusts) remain in effect, the Participating Employers then shall, as soon as practicable, but in no event later than the... | Label: Change In Control |
bd58eebb-b7ed-4193-95ee-03d26e2b839d | Clause:
If any provision of this Agreement shall be declared by any court of competent jurisdiction to be illegal, void, or otherwise unenforceable, all other provisions of this Agreement, to the extent permitted by Law, shall not be affected and shall remain in full force and effect. Upon any such determination, the p... | Label: Severability |
cc796fad-2119-440b-a99a-195f9a1e4d35 | Clause:
The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all liens, encumbrances and d... | Label: Titles |
c570594a-88cf-4e49-8c72-a915021ed0a4 | Clause:
As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to both (i) the singular and plural and (ii) the active and passive forms of the terms defined).
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Definitions |
2d11f95f-ff58-41c3-bd21-316def7f7a81 | Clause:
This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the making by Lender of the Loan and the execution and delivery to Lender of the Note, and shall continue in full force and effect so long as any of the Debt i... | Label: Survival |
24d7584f-4d8d-495f-8528-ebb967e950b2 | Clause:
All notices, requests or other communications provided for in this Award Agreement shall be made in writing either (a) by actual delivery to the party entitled thereto, (b) by mailing in the United States mails to the last known address of the party entitled thereto, via certified or re gistered mail, postage... | Label: Notices |
9ad33bcc-96d8-4a3c-8753-c1fb37d6e2b8 | Clause:
The headings contained in this Agreement are inserted for convenience only and shall not be deemed to affect construction 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... | Label: Headings |
4b90418f-1a45-4aa3-968e-0a97f6f1a451 | Clause:
Release of All Claims . As a material inducement to CUBIC to enter into this Agreement, and in consideration of the other conditions herein, EMPLOYEE irrevocably and unconditionally releases CUBIC, its parent company, and any of their subsidiaries, divisions, affiliates, stockholders, predecessors, successors, ... | Label: General |
2da52f59-4779-4610-a0c6-fb525d0fea7a | Clause:
The net proceeds of the sale of the Note hereunder shall be used by the Company for working capital and general corporate purposes. The Company agrees that it shall not use the funds from this Agreement, at any time, to lend money, give credit or make advances to any officers, directors, employees, Subsidiaries... | Label: Use Of Proceeds |
cf0e4924-9f5d-4f7a-bed7-d29cfadd28b5 | Clause:
Provisions of this Agreement shall survive any termination of employment if so provided in this Agreement or if necessary or desirable to accomplish the purposes of other surviving provisions, including without limitation your obligations under Section 3. The obligation of the Company to make payments to you un... | Label: Survival |
56b9b46d-d516-46cc-b9f7-84a029dc1001 | Clause:
An Assignment of Personal Property, Service Contracts and Warranties (the “ Assignment of Personal Property ”), in the form attached to this Agreement as Exhibit “D” and incorporated herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Warranties |
81182688-dd5e-4f7a-9f99-088beb98159a | Clause:
The Company is a Nevada corporation duly organized, validly existing, and in good standing under the laws of that state. The Company is a reporting company pursuant to Securities and Exchange Commission (“SEC”) rules and regulations, and has timely filed all reports schedules, forms, statements and other docume... | Label: Organizations |
ad86ac42-f41f-4d89-86e5-b77b786b3890 | Clause:
The Members agree to execute, acknowledge, deliver, file, record and publish such further certificates, instruments, agreements and other documents, and to take all such further action as may be required under the Act or other Applicable Law, or deemed necessary, appropriate or advisable in furtherance of the C... | Label: Further Assurances |
d4acc6cf-ce41-4b27-8785-b740005a2c39 | Clause:
The title of “Agent” is used solely as a matter of market custom and the duties of Agent are administrative in nature only. Agent has no duties except those expressly set forth in the Loan Documents, and in no event does Agent or Security Trustee have any agency, fiduciary or implied duty to or relationship wit... | Label: Duties |
41d6b1c3-11c2-4038-9e01-8b920e704822 | Clause:
Except as set forth in Schedule 3(g) , the Company has timely filed all reports required to be filed by it with the SEC since March 4, 2015 pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”) (all of the foregoing filed prior to the date hereof and all ex... | Label: Financial Statements |
c3dc09a4-8bbc-469e-9708-1c6498b15feb | Clause:
All (i) representations and warranties of Seller, the Company and Purchaser contained in this Agreement, as qualified by, where applicable, the Disclosure Schedules hereto, shall remain operative and in full force and effect until the date that is fifteen (15) months after the Closing Date; provided that the Fu... | Label: Warranties |
969381e7-4bb0-406f-abef-ddc2735828e7 | Clause:
Each Company shall not (and shall cause its Affiliates not to) file, amend, withdraw, revoke or otherwise alter any Tax Return if doing so would reasonably be expected to (a) obligate the other Company to make an indemnity payment under Article IV, (b) cause the other Company or any of its Affiliates to incur a... | Label: Amendments |
220489d1-9c09-410d-97a8-2eba736e1271 | Clause:
No consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over the Company, or any of its affiliates, or the Company’s shareholders is required for the execution by the Company of this Agreement and compliance and performance by the Company of its o... | Label: Consents |
741a4e21-1643-44f2-a4e2-43bb2e3e482e | Clause:
Awards are granted solely at the discretion of the Committee. Eligible persons may be granted more than one Award. However , eligibility in accordance with this Section shall not entitle any person to be granted an Award, or, having been granted an Award, to be granted an additional Award.
Task: Classify this ... | Label: Participations |
32847a40-547b-4b17-9a88-07bbbf7fbb54 | Clause:
Any of the provisions of this Agreement which are determined to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable the remaining provisions hereof or affecting the validity or ... | Label: Severability |
0fa3d37d-576f-455d-8886-1d4e47769cba | Clause:
Except as otherwise expressly provided herein, all payments by Borrower under the Loan Documents shall be made to Collateral Agent for the benefit of the Lenders (or, if there are only one (1) or two (2) Lenders, Borrower shall make payment directly to such Lenders), at such Person’s office in immediately avail... | Label: Payments |
0203a35b-176c-411a-a6cc-dc566d547106 | Clause:
This Agreement will be governed by and construed in accordance with the laws of the United States and the state of California without reference to conflict of laws principles. Each party consents to the jurisdiction and venue of the U. S. District Court, Southern California District Court, or if such court does... | Label: Governing Laws |
c2a104c3-bf87-42fd-ad30-9a9f72fd7bec | Clause:
This Agreement and other documents delivered pursuant hereto, including the exhibits and schedules attached hereto, constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Entire Agreements |
1a8d6760-0a59-4616-ba29-903f71d415df | Clause:
The parties hereby agree that all income received from the operation of the Businesses through the Cut-Off Time shall be the property of Sellers; accordingly, all expenses derived from the operation of the Businesses through the Cut-Off Time shall be the obligation of Sellers.
Task: Classify this clause into O... | Label: Expenses |
ee3854e7-c1ab-45e9-a231-b97346bef795 | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHET... | Label: Waiver Of Jury Trials |
8defb34e-baba-4abe-bec2-e2c6bff5bde7 | Clause:
To the extent applicable, at the time of distribution pursuant to Section 6 above, and in accordance with any rules or regulations of the Committee then in effect, the Employer shall withhold, through an automatic share withholding procedure, Company Stock with a Fair Market Value (measured as of the vesting da... | Label: Withholdings |
931cdad9-539f-4066-8ca3-4ccb0f6a5fef | Clause:
To the extent that Global Cash Access Holdings, Inc. (“Holdings”), Client’s parent entity, is no longer a public reporting company under the securities laws of the United States, Client will, from time to time, deliver to Wells Fargo copies of its quarterly and annual financial statements and reports as reasona... | Label: Financial Statements |
37391e20-2636-4f56-ab12-275e577d6758 | Clause:
Directly or indirectly, use the Loan or the proceeds of the Loan for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions with jurisdiction over the Borrower or its Subsidiaries.
Task... | Label: Anti-Corruption Laws |
ecbd2b2a-ad12-4ca4-80c8-7ff6de27db67 | Clause:
This Agreement may not be orally changed, modified or terminated, nor shall any oral waiver of any of its terms be effective. This Agreement may be changed, modified or terminated only by an agreement in writing signed by the Company and the Optionee.
Task: Classify this clause into ONE of these types (exactly... | Label: Modifications |
4b00dafb-b0ab-4193-a4b2-d1dca0ffec68 | Clause:
The Company shall pay, or cause to be paid, to Executive a base salary (the “ Base Salary ”) as established by or pursuant to authority granted by the Board. Executive’s initial Base Salary shall be $267,000 per year. The Base Salary shall be reviewed annually by or pursuant to authority granted by the Board in... | Label: Base Salary |
cbf0bf9f-3f36-4604-b05e-b2db815a41c5 | Clause:
No party may assign its rights or obligations under this Agreement, and any attempted or purported assignment or any delegation of any party’s duties or obligations arising under this Agreement to any third party or entity shall be deemed to be null and void, and shall constitute a material breach by such party... | Label: Assignments |
71a9147b-1d89-4944-8f5b-4c7121433f09 | Clause:
Should any provision of an LTIP Award or these LTIP Terms and Conditions be held by a court of competent jurisdiction to be unenforceable, such holding shall not affect the validity of the remainder of the LTIP Award or these LTIP Terms and Conditions. These LTIP Terms and Conditions shall apply to and bind the... | Label: Severability |
6216577d-ff2e-4959-ac27-f367ca1cb17e | Clause:
This Agreement contains the entire agreement between the parties with respect to the Award Shares granted hereunder or the Restricted Shares issued upon settlement of the Award Shares. Any oral or written agreements, representations, warranties, written inducements, or other communications made prior to the exe... | Label: Entire Agreements |
842ab1a6-2b4d-479d-be6c-94903a6226e4 | Clause:
Borrower and Bank are in compliance with all applicable provisions of ERISA and all other laws, state or federal, applicable to any employees’ retirement plan maintained or established by either of them, except where such noncompliance would not reasonably be expected to cause a Material Adverse Effect.
Task: ... | Label: Erisa |
045709d8-8c79-451d-a5d5-b4a2a66b4e36 | Clause:
The Agents and the Lenders shall have received all amounts due and payable under any Loan Document, the Commitment Letter and the Fee Letter on or prior to the Closing Date, including all Fees and reasonable and documented costs, expenses (including legal fees and expenses of White & Case LLP, Watson, Farley & ... | Label: Fees |
d47204cf-34d9-48e4-b52e-4708c3e0acd5 | Clause:
The Company will not issue the PVU shares if doing so would violate any applicable federal or state securities laws, or any other applicable law or regulation. The Associate may not sell or otherwise dispose of the PVU shares in violation of applicable law.
Task: Classify this clause into ONE of these types (e... | Label: Compliance With Laws |
e6118d84-942a-464a-b839-2b78bb7696bf | Clause:
If the Grantee intends to transfer and assign the Unearned Shares to the Company pursuant to the Repayment Requirement, the Company may designate and assign one or more employees, officers, directors or stockholders of the Company or other persons or organizations, to receive all or a part of such Unearned Shar... | Label: Assignments |
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