id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
5af62d11-4398-4b00-8592-e12fc475d388 | Clause:
There is no fact relating to the Company that the Company has not disclosed to Acquiring Entity in writing that materially and adversely affects nor, insofar as Company can now foresee, will materially and adversely affect, the condition (financial or otherwise), properties, assets, liabilities, business operat... | Label: Disclosures |
24605d0b-d628-4d86-abdc-5b287b725015 | Clause:
Borrower shall have paid or shall have made provision to pay on the SPLNG Funding Date in accordance with the Funds Flow Memorandum delivered pursuant to Section 3.3(j) ( Funds Flow Memorandum ), to each Agent, each Arranger and each Joint Bookrunner the fees payable on or before the SPLNG Funding Date referred... | Label: Fees |
09d0bdfd-6530-4773-b0d3-e62ae96ee58d | Clause:
This Agreement, and all questions relating to its validity, interpretation, performance and enforcement, as well as the legal relations hereby created between the parties hereto, shall be governed by and construed under, and interpreted and enforced in accordance with, the laws of the State of California, notwi... | Label: Governing Laws |
8b7926e7-5082-4f19-a021-a84ae2aa2abc | Clause:
The Board may amend or terminate the Plan at any time; provided, however, that the Board shall not amend the Plan without approval of the shareholders of UGI if such approval is required in order to comply with the Code or applicable laws, or to comply with applicable stock exchange requirements. No amendment o... | Label: Amendments |
72c3fc93-a2ec-4fea-a42d-46c01871712d | Clause:
This Agreement has been duly and validly authorized, executed and delivered by ADGE and constitutes a binding obligation of ADGE.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignmen... | Label: Authorizations |
6ae0e39b-4810-408d-b41c-eadd772a7251 | Clause:
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Any counterpart or other signature hereon delivered by facsimile shall be deemed for all purposes as constituting good and valid execution and ... | Label: Counterparts |
c0b748a9-8c9e-4a0a-962f-f4a3e6fce4ea | Clause:
All references to sections (§) are to sections (§) of this Plan unless otherwise indicated. This Plan shall be construed under the laws of the State of Delaware. Each term set forth in § 2 shall, unless otherwise stated, have the meaning set forth opposite such term for purposes of this Plan and, for purposes o... | Label: Construction |
6bbb7c8b-5d95-46d6-a75e-da58a0b49acc | 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 Purchaser agrees to purchase $200,000.00 in principal amount of the Note, and corresponding Warran... | Label: Closings |
2321eaaf-d953-4466-9d79-8734005824cd | Clause:
No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, use any portion of the Loan proceeds, directly or indirectly, to purchase or carry Margin Stock or repay or otherwise refinance Indebtedness of any Credit Party or others incurred to purchase or carry Margin Stock, or ... | Label: Use Of Proceeds |
43b17d6d-67c5-4b91-ab6b-b71cda29a252 | Clause:
The Seller hereby acknowledges that the Purchaser has, concurrently with the execution hereof, executed and delivered the Pooling and Servicing Agreement and that, in connection therewith, it has assigned its rights hereunder to the Trustee for the benefit of the Certificateholders. The Seller hereby acknowledg... | Label: Assignments |
24feb749-b776-4250-94a8-b2e90d966ab9 | Clause:
The Plan was adopted effective as of January 1, 2013 (the “Effective Date”). The Plan hereby is amended and restated effective as of January 1, 2015 (the “Restatement Effective Date”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Effective Dates |
92f6feb0-7ab4-4c64-a6df-1427ea50487e | Clause:
None of Murphy USA, the Company or any other Subsidiary will enter into any Sale/Leaseback Transaction unless (a) the sale or transfer of the property thereunder is permitted under Section 6.05, (b) any Indebtedness and Liens arising in connection therewith are permitted under Sections 6.01 and 6.02 and (c) eit... | Label: Sales |
012bb4af-02c5-422f-9191-b8c44f0848e3 | Clause:
Except as otherwise provided for in this Agreement, the provisions herein may be modified only upon the mutual agreement of the Parties, however, no such modification shall be effective until reduced to writing and executed by both Parties.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Amendments |
e3755bdb-5741-47aa-86d5-9c5769e06ebd | Clause:
(a) As of the Closing Date, the Borrower, each Guarantor and each other Subsidiary have good and marketable title to, or valid leasehold interests in, all of their respective properties and assets, real and personal, including all of the properties and assets and leasehold interests reflected in the financial s... | Label: Liens |
9009145c-8621-4a9d-888e-66287c687011 | Clause:
For purposes of this Section, the term “Lender” includes any Issuing Lender.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, ... | Label: Defined Terms |
ac5a0eaf-377e-4d51-ae84-35ad53b315ab | Clause:
This Agreement and the legal relations hereby created between the parties hereto shall be governed by and construed under and in accordance with the internal laws of the State of Colorado, without regard to conflicts of laws principles thereof. Each Participant shall submit to the venue and personal jurisdicti... | Label: Governing Laws |
412be23b-35a0-4bac-a6c1-c4fee267a731 | Clause:
In the performance of this Agreement, each party will comply with all applicable laws, regulations, rules, orders and other requirements of governmental authorities having jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Compliance With Laws |
eba96d4e-bee0-44bf-b875-2ec88d3dfb76 | Clause:
EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS 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 FROM ANY THEREOF, IN ANY A... | Label: Submission To Jurisdiction |
48c0e59b-4e41-42fb-8549-0ec6954a6da1 | Clause:
Capitalized terms used in this Agreement but not defined herein shall have the meanings given to them in the Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignment... | Label: Definitions |
d1e01e2e-04d5-42a7-a987-83425fe7b92c | Clause:
The Borrower will, and will cause each Subsidiary to, (a) except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (i) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal e... | Label: Existence |
9268d0f2-5e9b-4c5a-8703-4f4d8bb9871a | Clause:
This Agreement embodies the complete agreement and understanding among the parties to this Agreement with respect to the subject matter of this Agreement and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the su... | Label: Entire Agreements |
6178cd78-dcb8-4052-be8a-3ee7f41fb9a4 | Clause:
Each of the La Jolla Parties has all requisite power, authority and capacity to enter into this Release, to perform such party's obligations hereunder and to consummate the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Authority |
29544f87-6093-47f5-8846-3e8adefcf986 | Clause:
All of the properties and operations of the Borrower and each Subsidiary of a character usually insured by companies of established reputation engaged in the same or a similar business similarly situated are adequately insured, by financially sound and reputable insurers, against loss or damage of the kinds and... | Label: Insurances |
b87a14a6-3cda-4ed3-a491-a1e13ae2f91d | Clause:
Except as set forth in the SEC Documents, 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 c... | Label: Solvency |
9f1a12c1-d681-41af-ac43-ce4745833638 | Clause:
The REIT Guarantor and its Subsidiaries and each other Person for whose taxes the REIT Guarantor or any of its Subsidiaries could become liable have timely filed or caused to be filed all Federal income tax returns and all other material tax returns that are required to be filed by them, and have paid all taxes... | Label: Taxes |
51abeb36-03dd-473d-b7a8-825e9dad7656 | Clause:
Each of the Borrowers and their respective Subsidiaries has timely filed all material reports, documents and other materials required to be filed by it under all applicable Requirements of Law with any Governmental Authority, has retained all material records and documents required to be retained by it under al... | Label: Compliance With Laws |
67db2fb2-812b-4de5-b8ac-8cf67fe7ccae | Clause:
Borrower will pay to Lender a fee of Five Thousand Dollars ($5,000.00) for this Ninth Waiver..
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, Authorizati... | Label: Fees |
1b7e44cf-da1a-431c-aacc-29161a45ff02 | Clause:
Neither party shall have the right to assign its rights or obligations under this Agreement without the prior written consent of the other party; provided, however, that either party may, without such consent, assign this Agreement and its rights and obligations hereunder (a) to any Affiliate, or (b) in connect... | Label: Assignments |
b00e1c07-b178-41a8-adf4-1bebfe50ce82 | Clause:
The terms of this Program may be amended by the Committee or the Board (or their respective delegates), provided that the Chief Human Resources Officer or the Vice President, Corporate Compensation, of the Company may amend the Program to comply with applicable law, to make administrative changes or to carry ou... | Label: Amendments |
02ae7a0a-6394-4c53-bea0-32ccd4ee095a | Clause:
Executive shall be paid a base salary (“Base Salary”) at the annual rate of two hundred thousand dollars ($200,000.00), payable in bi-weekly installments consistent with Company’s payroll practices. Any accrued salary must be paid out at year-end, each year.
Task: Classify this clause into ONE of these types (... | Label: Base Salary |
95ebdaba-40d5-48ed-bb02-dfd90596fe1e | Clause:
As soon as practicable following the sending or receipt thereof by the Company or any of its Restricted Subsidiaries, a copy of any and all written communications with respect to (a) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adver... | Label: Releases |
7270f742-cddb-46f1-bc58-685b86bd5861 | Clause:
This Amendment, together with the Contribution Agreement, constitutes the entire agreement among the Contributors and CFI with respect to the subject matter hereof and supersedes any agreement or understanding entered into as of a date prior to the date hereof among or between them with respect to such subject ... | Label: Entire Agreements |
a79bc112-245e-4b41-b833-708eb75cfbb5 | Clause:
The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur if the parties hereto do not perform their obligations under the provisions of this letter agreement in accordance with its specified terms or otherwise breach such provis... | Label: Specific Performance |
9e9d8fca-4b99-43b7-a792-91853e0a8977 | Clause:
Headings contained in this Agreement are solely for the convenience of the parties hereto and shall not be deemed to or be used to define, construe or limit any of the provisions hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Headings |
4518d28b-f731-4fc7-8b91-ee2af97c9b30 | Clause:
This Reinstatement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Binding Effects |
d8d48b8e-17ba-4cd0-98bf-faa33abce2fa | Clause:
The parties to each assignment shall (A) execute and deliver to the Administrative Agent an Assignment and Acceptance via an electronic settlement platform, or manually if previously confirmed, together with a processing and recordation fee of $3,500 payable by the assignee unless waived in the sole discretion ... | Label: Assignments |
1b676fd0-9eff-4907-9ba3-60d6e0ff0854 | Clause:
No failure on the part of any party to exercise or delay in exercising any right hereunder will be deemed a waiver thereof, nor will any single or partial exercise preclude any further or other exercise of such or any other right.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Waivers |
a8bd2420-fb40-4a48-9b4b-21cbbab6fc97 | Clause:
The headings in this Agreement are intended for convenient references only and shall not in any way limit, amplify or be used in interpreting the terms of this Agreement. The masculine, feminine or neutral gender in the singular or plural shall be deemed to include the others wherever the context of this Agreem... | Label: Construction |
17c47056-ae0c-4ade-ae65-d9a7c33cd833 | Clause:
The applicable Lead Party will book all sales of the Licensed Products in the US Territory and the ROW Territory, respectively, and will have the sole responsibility for the processing of orders, invoicing, terms of sale, and distribution of the Licensed Products throughout the US Territory and the ROW Territor... | Label: Sales |
731f0856-aa99-4fd7-8220-40fc14165e11 | Clause:
Except as specifically modified or clarified by this Second Amendment, all of the remaining terms and conditions set forth in the Agreement and the First Amendment shall remain unchanged and in full force and effect, all of which are restated, confirmed, ratified, incorporated in and made a part hereof by this ... | Label: Miscellaneous |
1e84b974-6ec2-4646-a5d2-c128dae5b863 | Clause:
This Amendment No. 11 shall be governed by, and construed in accordance with, the law 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, Assigns, Autho... | Label: Governing Laws |
441c9610-187d-4f37-b44f-13435d8bf5bb | Clause:
On the Termination Date Lender shall, at Borrower’s expense, release or terminate any filings or other agreements that perfect Lender’s security interest, upon Lender’s receipt of the following, in form and content satisfactory to Lender: (i) a release of all claims against Lender by Borrower relating to Lender... | Label: Terminations |
a2654e67-110e-4133-98e9-f572483621e8 | Clause:
The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (a) its legal existence and good standing in its jurisdiction of organization and (b) the rights, qualifications, licenses, permits, privileges, franchi... | Label: Existence |
ef1ae8f5-de64-4c6e-b584-a91495ff8605 | Clause:
This Agreement may be amended by the Committee; provided, however, that no amendment may decrease rights inherent in this Award prior to such amendment without the express written consent of the parties hereto. Notwithstanding the provisions of this Section 21, this Agreement may be amended by the Committee to... | Label: Amendments |
e48107d3-9bc0-4589-b84b-f96d82fa4a5d | Clause:
For the immediately preceding five year period, neither the Credit Parties nor any of their respective Subsidiaries nor, to the knowledge of any Responsible Officer of any Credit Party, any director, officer, agent, employee or other Person acting in such capacity on behalf of any Credit Party or any of their r... | Label: Anti-Corruption Laws |
f6bc8efb-5c38-447b-bd97-0d20badd9de4 | Clause:
Prior to any disbursement under the Loan, Borrower shall have delivered to Lender, true and exact copies of the current financial statements of the Borrower, the Bank and all other Subsidiaries, for the quarter ending March 31, 2016 and audit report and opinion of the Borrower’s independent accounting firm, wit... | Label: Financial Statements |
6662faed-5140-441a-9c15-b578d83ef11f | Clause:
All notices, requests, demands, directions and other communications provided for herein shall be in writing and shall be delivered or mailed in the manner specified in the Securities Purchase Agreement addressed to a party at its address set forth in or determined pursuant to the Securities Purchase Agreement, ... | Label: Notices |
291ec92a-851a-4cfa-a18f-438a948ceef2 | Clause:
This Agreement shall become effective when it shall have been executed by the Borrowers and Holdings and the Administrative Agent shall have been notified by each Lender, Swingline Lender and Issuing Bank that each such Lender, Swingline Lender and Issuing Bank has executed it and thereafter shall be binding up... | Label: Binding Effects |
39e0970e-de88-4417-a6b5-ddd4c51891c4 | Clause:
This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements, commitments, writings, courses of dealing and understandings with respect to the subject matter hereof.
Task: Classify this clause i... | Label: Entire Agreements |
a0ac140f-1e3e-4f5e-8cc4-76b1f522ffbf | Clause:
Both before and after giving effect to (a) the disbursement of the proceeds of the Loans, (b) the consummation of the Transactions and (c) the payment and accrual of all transaction costs in connection with the foregoing and any contribution and indemnification between such Person, the Parent Companies, the Bor... | Label: Solvency |
8d7f9f29-2c84-4c03-9e28-95695498f743 | Clause:
The Company will pay all reasonable Registration Expenses, as determined in good faith, in connection with a shelf Registration, a Piggyback Registration or an Underwritten Offering, whether or not any sale is made pursuant to such shelf Registration, Piggyback Registration or Underwritten Offering. Each Selli... | Label: Expenses |
36d2daf1-1d3b-407f-9174-d73dd6db2303 | Clause:
This Agreement shall be governed and construed in accordance with the substantive laws of the State of Delaware without reference to principles of conflicts of law that would result in the application of the laws of another jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Governing Laws |
15ee673a-a459-4e06-8fe7-f0dc1cf40eac | Clause:
Except as otherwise provided in Section 5(b) , in the event of a Change in Control, all then-outstanding Options (whether vested or unvested) shall be canceled in exchange for a payment having a value equal to the excess, if any, of ( i ) the product of the Change in Control Price multiplied by the aggregate nu... | Label: Vesting |
83640e00-976e-4728-92a0-00fb58d0fb1b | Clause:
Advisor and the Company agree that the Company will treat Advisor as an independent contractor for purposes of all tax laws (local, state and federal) and file forms consistent with that status. Advisor agrees, as an independent contractor, that Advisor is not entitled to unemployment benefits in the event this... | Label: Taxes |
702ae587-a3a7-41c1-928c-a582f74b99ea | Clause:
If any dispute arises out of or in connection with this Agreement, except as expressly contemplated by another provision of this Agreement, the parties irrevocably (and the parties shall cause each other member of their respective Group to irrevocably) (i) consent and submit to the co-exclusive jurisdiction of ... | Label: Jurisdictions |
da63bced-5646-46e1-8499-84f6fd3e0063 | Clause:
Upon request by either party from time to time during the Term, each party hereto agrees to execute and deliver all such other and additional instruments, notices and other documents and do all such other acts and things as may be necessary to carry out the purposes of this Lease and to more fully assure the pa... | Label: Further Assurances |
a63a2288-98ab-48e6-8a0e-31b08efb552b | Clause:
This letter shall be governed by and construed in accordance with the laws of Delaware without regard to the principles of choice or conflicts of law thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Governing Laws |
6fd03633-0515-4d81-98eb-20b96da1af8c | Clause:
The Parent has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, when taken together with the Parent’s filings with the SEC, could reasonably be ex... | Label: Disclosures |
437b0779-394a-4bdb-bb8f-1bfd815a23dd | Clause:
All understandings and agreements heretofore had between Assignor and Assignee with respect to the Premises are merged in this Assignment, which alone fully and completely expresses the agreement of the parties. Assignee acknowledges that it has inspected the Premises and that it accepts the same in its "as is... | Label: Entire Agreements |
86096880-80e1-44c4-b57f-c36d67326112 | Clause:
At the closing of the Transfer of a Membership Interest pursuant to Sections 3.6(b) or 3.6(c) , the Transferee shall deliver to the Transferring Member the full consideration required by this Agreement. Any transfer or similar taxes involved in such sale shall be paid by the Transferring Member, and the Transfe... | Label: Closings |
f09a1f29-68af-4b0d-a331-57a8a057de6d | Clause:
The Persons listed in Section 3.01(p) ( Subsidiaries and Other Equity Investments ) of the Company Disclosure Letter are all of the Subsidiaries of the Company. Each such Subsidiary has the ownership, domicile and head office identified therein. There is no Lien or other third party right over the share capital... | Label: Subsidiaries |
2839e285-3773-4599-bf85-073cc4c71174 | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Sections 10.09 and 10.10 of the Credit Agreement are incorporated by reference herein mutatis mutandis . The provisions of this Agreement shall be binding upon and inure to the benefit of the Loan Parties, A... | Label: Miscellaneous |
b6f85867-1fdd-4016-90ac-2132fe90ad48 | Clause:
Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Defined Terms |
e873c082-94bf-4f20-81b2-346371c03da1 | Clause:
Upon the occurrence of an Event of Default that is not timely cured within an applicable cure period hereunder, the interest on this Debenture shall immediately accrue at an interest rate equal to twenty-two percent (22%) per annum or the maximum interest rate allowable by law, and, in addition to all other rig... | Label: Remedies |
bdc3e698-c972-4a3e-82db-5106ac483b7f | Clause:
Holdings and each of its Subsidiaries have filed all Federal, state, local and other tax returns and reports required to be filed, and have paid all Federal, state, local and other Taxes, assessments, fees and other material governmental charges levied or imposed upon them or their properties, income or assets ... | Label: Taxes |
8471efca-1bd6-4e3f-a7ab-41fc79da7197 | Clause:
The representations and warranties of Buyer contained in Article IV shall be true and correct in all respects.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Author... | Label: Warranties |
ab3566fd-24f6-4e48-b213-ef07231116e0 | Clause:
The Offeror has taken all actions necessary to authorize it to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement is the valid and binding obligation of the Offeror, enforceable in accordance with its terms, except for the effect of... | Label: Authorizations |
2875bbaa-5225-4e24-8ed9-29c0421b1762 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Agent and e... | Label: Successors |
843e77bd-f06c-4ca9-99fd-a713761cfe03 | Clause:
The Company, by written action of SVP-HR, reserves the right to amend this Plan, in whole or in part, or to discontinue or terminate the Plan, at any time in its sole discretion. Notwithstanding the foregoing, any amendment, discontinuance, or termination with respect to Senior Officers must be made by the HR a... | Label: Amendments |
7709e932-6b70-4869-b02a-a78a19490b9c | Clause:
Each of the Companies has filed or caused to be filed all federal and material other Tax returns required to have been filed by it and has paid or caused to be paid all material Taxes (whether or not shown on a Tax return and including in the capacity as withholding agent) due and payable by it, except Taxes th... | Label: Taxes |
ba48632e-d4ac-4364-9dbc-2cf4bc86cc08 | Clause:
The Closing of the sale of the Property by Seller to Purchaser will occur on the Closing Date, TIME BEING OF THE ESSENCE, through the escrow established with the Title Company. Seller shall have the right to extend the Closing Date one or more times, to a date no later than thirty (30) days after the scheduled ... | Label: Closings |
34acddfe-ecf2-4946-ae06-b0046ebca8c5 | Clause:
Amounts received with respect to a Phantom Stock Award are taxable as regular income upon settlement. Non-Employee Directors receiving such Awards are solely responsible for payment of all state, federal and local taxes applicable thereto.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Taxes |
b6db8efe-4374-4e1c-a920-99feb1ed0900 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their respective successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Sec... | Label: Assignments |
2597e7b2-a4d7-4b50-a115-e7a196bca503 | Clause:
Throughout the Employment Term, Employee shall serve as President & Chief Executive Officer of the Company and shall diligently perform all such services, acts and things as are customarily done and performed by individuals holding such offices of companies in similar businesses and in similar size to the Compa... | Label: Employment |
2f1ee4e3-5a48-4264-ae5d-b7c0fb1fcf93 | Clause:
Section 6(d) (Return of Property; Inventions), Section 7 (Reaffirmation of Prior Agreements) (incorporating by reference Sections 5, 6 and 7 of the Employment Agreement), Section 8 (Cooperation), Section 9 (Mutual Non-Disparagement) Section 10 (Representations; Warranties; and Covenants), Section 11 (Independen... | Label: Survival |
9084537e-6e8d-4334-91e4-4705ea268c99 | Clause:
All payments made under this Agreement shall be made in U.S. dollars by means of wire transfer to an account designated by AB or CBA, as applicable, from time to time.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Payments |
0d24e372-0956-4dbe-84cf-776c93088d87 | Clause:
The Presidential Parties shall have performed all obligations to be performed by them, and complied with their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Agreements |
62d9fc58-b782-46ad-ad30-4b7767079108 | Clause:
Except for fees payable to Lender, no broker, finder or other intermediary has brought about the obtaining, making or closing of the transactions contemplated by the Operative Documents, and no Credit Party has or will have any obligation to any Person in respect of any finder’s or brokerage fees, commissions o... | Label: Brokers |
ee2af9ac-5db8-4208-8d1e-c9f83fd9cc79 | Clause:
This Agreement shall be effective as of the Effective Date and shall expire on March 18, 2017; provided, however, that the expiration of this Agreement shall not affect the Employee’s rights to receive any payments or benefits otherwise due as a result of a Separation from Service occurring prior to the expirat... | Label: Terms |
b07709b3-f871-4986-88b6-738b1519022f | Clause:
This Agreement may be executed in one or more counterparts. All such separate counterparts together shall constitute one and the same instrument. This Agreement may be executed by “wet ink” or digital means, and distributed by facsimile, digital or electronic (scanned) means.
Task: Classify this clause into ON... | Label: Counterparts |
2afc85c4-7409-465c-a9ab-e2cb81c86757 | Clause:
The Executive agrees that the Company will suffer irreparable damage and injury and will not have an adequate remedy at law if the Executive breaches any provision of the covenants contained in this Section 6 (the “ Restrictive Covenants ”). Accordingly, if the Executive breaches or threatens or attempts to bre... | Label: Remedies |
f548a3a6-fb4e-499c-8d0a-f468a7cf4aa1 | Clause:
Notwithstanding anything in this Agreement to the contrary, but subject to Appendix B, which could negate the treatment provided by this Section 5(a) as a result of Section 280G of the Code, in the event of a Defined Termination of a Participant before the Vesting Date, the Participant’s Option shall immediatel... | Label: Vesting |
c1a8a02b-b1de-4f7f-ae95-a90365acb89b | Clause:
Except as necessary for FIG, the Companies, their subsidiaries, and their affiliates, and their respective successors or assigns or Novogratz to specifically enforce or enjoin a breach of this Agreement (to the extent such remedies are otherwise available), the Parties agree that any and all disputes that may a... | Label: Arbitration |
28730f4c-bd87-4941-a917-b53ff4c00163 | Clause:
The amounts payable under this Agreement are intended to be exempt or excluded from the application of Code Section 409A, or are otherwise intended to avoid the incurrence of tax penalties under Code Section 409A and, with respect to amounts payable under this Agreement that are subject to Code Section 409A, th... | Label: General |
916ada22-fd9d-49af-a3cb-88b61bab5830 | Clause:
Assuming the consents described in clauses (a) through (g) of Section 4.6 are obtained, the execution and delivery by the Company and, if applicable, any other Debtor, of this Agreement, the Plan and the other Transaction Agreements, the compliance by the Company and, if applicable, any other Debtor, with the ... | Label: No Conflicts |
8339f1a0-825f-4cb4-a62a-87bf64f7f266 | Clause:
Each party to this Agreement agrees to perform all further acts and to execute and deliver all further documents as may be reasonably necessary to carry out the intent of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Further Assurances |
049df97d-de67-4dcd-a4c0-4f6aca781d22 | Clause:
Guarantor (i) waives any right or claim of right to cause a marshalling of Borrower’s assets or to cause Bank to proceed against any of the security for the Debt, including, without limitation, the Loan, the Obligations or the other obligations guaranteed hereby before proceeding against Guarantor, (ii) agrees ... | Label: Payments |
eb48ee22-99da-4ad8-badd-e7e9f9265897 | Clause:
(a) Each Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Ad... | Label: Compliance With Laws |
9223f3e9-4bbe-455d-ad05-05df15091017 | Clause:
(a) Except as has not been and would not reasonably be expected to be material to the Foxtail Business, neither Seller nor any of its Subsidiaries is currently, and neither has been since January 1, 2011, in default under or in breach or violation of any applicable Laws or the provisions of any permit, license ... | Label: Compliance With Laws |
50539b42-eb78-4b62-bece-0e14ba0c06fc | Clause:
During the Term of this Agreement, Mr. Clarkson shall be reimbursed by the Bank for all reasonable business expenses incurred in connection with the performance of his duties hereunder, and all such reimbursements shall be paid in accordance with the reimbursement policies of the Bank in effect from time to tim... | Label: Expenses |
c2f097ad-2351-43a3-8cf7-bc3450e2c984 | Clause:
A waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver or estoppel of any subsequent breach by such breaching party. No waiver s hall be valid unless in writing and signed by an authorized officer of the Company or the Executive, ... | Label: Waivers |
5ded5fb9-5fd3-4aea-b8bb-ab2d04404a97 | Clause:
The Employers shall maintain in effect for the Employee, at the Employers’ sole expense, life insurance equal to three (3) times the Employee’s Base Salary, subject to the terms of the insurance plan specific to him. If the Employee’s benefit limits exceed the amount available under the Employers’ group insura... | Label: Insurances |
9d624e14-a2eb-4f3a-9389-482c63b6ca85 | Clause:
(i) All foreign, Federal, provincial, and material state and local tax returns and other reports required by applicable Requirements of Law to be filed by any Loan Party have been filed, or extensions have been obtained, and (ii) all Taxes imposed upon any Loan Party or any property of any Loan Party in an aggr... | Label: Taxes |
92c864d5-033c-4cd7-b771-c7619694a788 | Clause:
The Executive shall be entitled to up to five (5) weeks of annual paid vacation per year, and any additional other leave time as is provided for under the Company's personnel policies applicable to executives of the Company. The Company encourages the taking of vacation time during the year in which the vacatio... | Label: Vacations |
a028b367-3c61-4928-a6c6-a7d3609b97a6 | Clause:
To the extent not preempted by federal law, the Program, and all Award or other agreements hereunder, shall be construed in accordance with and governed by the laws of the state of Delaware without giving effect to principles of conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one... | Label: Governing Laws |
ffa84ef3-7c06-425e-ad4f-6b4d32ebb19b | Clause:
After the end of the Performance Period, the Committee administering any Performance Awards intended to constitute “performance-based compensation” under Section 162(m) of the Code shall certify the amount, if any, of the Performance Share Award otherwise payable to each Participant. The Committee (or other com... | Label: Forfeitures |
9c3d17ef-d93d-4b34-9612-61550e910d0b | Clause:
As of the Effective Date, this letter constitutes the final, complete and exclusive agreement between you and the Company with respect to the subject matter hereof and replaces and supersedes any and all other agreements, offers or promises, whether oral or written, made to you by the Company or any of its subs... | Label: Entire Agreements |
d3370a1b-b823-436b-ab59-ae08136c4474 | Clause:
The Participant acknowledges having read and understood the Company’s policies on confidentiality as set forth in the Company’s Code of Ethics and Business Conduct, the Employee Handbook, and the Policy on Trading in Securities (collectively, the “ Confidentiality Policies ”) and hereby agrees that during the P... | Label: Confidentiality |
d12fef0b-6018-4d61-afaa-1aa2e060cb7e | Clause:
This Agreement may be executed in any number of counterparts, each of which when executed, shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument binding upon all of the parties. For purposes of this Agreement, facsimile signatures (including in .pdf, .jpg ... | Label: Counterparts |
2c139817-64fc-4386-bb5c-82de4311d3c3 | Clause:
No waiver by either party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by the other party, shall be deemed a waiver of any similar or dissimilar provisions or conditions at the same time or any prior or subsequent time.
Task: ... | Label: Waivers |
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