id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
67d1c56c-9673-4e76-a5de-8d1e6dd2ea48 | Clause:
This Agreement sets forth the entire understanding and agreement of the Parties hereto, and shall supersede any other agreements and understandings (written or oral) between Owner and Manager on or prior to the date of this Agreement with respect to the transaction contemplated in this Agreement. No amendment o... | Label: Entire Agreements |
f0d46f55-72fb-4d13-8e45-129b34be31e2 | Clause:
During the term hereof, the Executive shall be entitled to earn four (4) weeks of vacation per annum, to be taken at such times and intervals as shall be determined by the Executive, subject to the reasonable business needs of the Company. Vacation shall otherwise be governed by the policies of the Company, as ... | Label: Vacations |
019c1eec-eff0-4a4d-8855-d682247bc0a9 | Clause:
To the actual knowledge of the Borrower, the Borrower has disclosed or made available to the Lenders all agreements, instruments and corporate or other restrictions to which it, any other Credit Party, or any of its Subsidiaries is subject, and all other matters known to it, that, in the aggregate, could reason... | Label: Disclosures |
0afcc56e-9e1e-45db-aa3b-299b76e8ee25 | Clause:
The Executive shall be entitled to paid vacations and holidays in accordance with the Company’s policies in effect from time to time for its senior executive officers. For avoidance of doubt, the Company stopped accruing for vacations and holidays and the Executive will not be entitled to any payout for unused ... | Label: Vacations |
0b4e1e56-b266-41e8-baf9-e9d06a3c14d0 | Clause:
During the Term, the Company will pay to Executive a base salary at the rate of $816,000 per year, payable in accordance with the Company’s practices in effect from time to time (“ Base Salary ”). Company shall also pay Executive a personal allowance in the amount of $30,000 per calendar year. Amounts payable s... | Label: Base Salary |
e4d169b4-bc76-4624-b96a-53ba66c9b1e8 | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status... | Label: Releases |
3a917a15-2881-4040-80e9-32e5c8210a52 | Clause:
It is expressly understood that Medical Center shall acquire no right, title or interest in or to the Equipment, other than the right to the possession and use of the same in accordance with the terms of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Titles |
bc5b3e88-15a9-4948-9c6f-76f6490a2357 | Clause:
Each Party shall bear its own legal fees. The arbitrator shall assess his or her costs, fees and expenses against the Party losing the arbitration and shall require such losing Party to reimburse the other Party for all of its reasonable attorneys’ fees, costs, and disbursements arising out of the arbitration ... | Label: Costs |
f0d1d17f-feff-4f41-97f0-8ee8cb19c094 | Clause:
(a) The Commitments shall automatically terminate upon the earliest to occur of (i) the Funding Date, (ii) 5:00 p.m., New York City time, on the tenth Business Day after the Wayne Acquisition Closing Date or (iii) December 31, 2016.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Terminations |
fa429522-e047-4728-9044-f3e4da4ff98c | Clause:
Interest on this Note shall commence accruing on the Issuance Date and shall be computed on the basis of a 365-day year and shall be payable in arrears on the last day of each May and November during the period beginning on the Issuance Date and ending on, and including, the Maturity Date (each, an " Interest ... | Label: Interests |
d978896d-5c20-451e-87b4-759582e80b4b | Clause:
The headings and captions used in this Seventh Amendment are for convenience only and will not be deemed to limit, amplify or modify the terms of this Seventh Amendment, the Credit Agreement, or the other Loan Documents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Headings |
aa7d1a5a-11f1-4514-bea0-f8538a77bbc5 | Clause:
Each Credit Party shall, and shall cause each of its Subsidiaries to maintain proper, complete and consistent, in all material respects, books of record with respect to such Person’s operations, affairs, and financial condition. From time to time upon reasonable prior notice, each Credit Party shall permit any ... | Label: Records |
ec0289c3-04e3-483a-9389-18fc1ef50033 | Clause:
Any provision of this Agreement that is determined by any court of competent jurisdiction to be invalid or unenforceable will not affect the validity or enforceability of any other provision hereof or the invalid or unenforceable provision in any other situation or in any other jurisdiction. Any provision of th... | Label: Severability |
0c4f526e-6f4f-45f9-bed8-f66e460f19ce | Clause:
The execution, delivery and performance by the Company and each Guarantor of this Agreement and the execution, delivery and performance by the Company of the A&R Debenture, and the consummation by each of them of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate ... | Label: No Conflicts |
25e9da16-6a64-4508-8f4e-ad0010baeeea | Clause:
Such Loan Party will not enter into any transaction of any kind with any Affiliate of the Borrowers, whether or not in the ordinary course of business, other than on fair and reasonable terms not substantially less favorable to the applicable Loan Party as would be obtainable by such Loan Party at the time in a... | Label: Transactions With Affiliates |
d583de14-95b4-4269-b3ac-6ec4d8e98f4b | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before December 23, 2016; ... | Label: Terminations |
bfaef749-f23a-4b15-8493-cf7e0ed79ac3 | Clause:
The Company’s rights and obligations under this Agreement shall not be assignable by the Company, except that the Company may assign this Agreement in connection with the sale of all or substantially all of its assets. Neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to h... | Label: Assignments |
22c6a0cc-ec07-4af6-9afa-a05681507508 | Clause:
Any notice or other communication required or permitted to be given hereunder shall be in writing by facsimile, e-mail, mail or personal delivery and shall be effective upon delivery of such notice. The addresses for such communications shall be to the addresses as shown on the books of the Company or to the Co... | Label: Notices |
702a6f78-40d1-4484-a3dc-f86022dbf9b5 | Clause:
The representations and warranties set forth in this Agreement or in any other Transaction Document will be true and correct (a) on the date of this Agreement, (b) as otherwise provided herein, and (c) as otherwise provided in the quarterly compliance certificates delivered pursuant to Section 6.3 with the sam... | Label: Representations |
86c6e7fd-95f7-4b11-a82b-259af93d377c | Clause:
Prior to Closing, Purchaser will use its commercially reasonable efforts to keep confidential all information relating to the terms of this Agreement, all information relating to Seller, and all financial statements, drawings, designs, customer and supplier lists by Purchaser (other than information which is a ... | Label: Confidentiality |
ed92a1f6-bfbe-4e75-9ff3-4488ad6f1981 | Clause:
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same Agreement, which shall be sufficiently evidenced for all purposes by any one executed counterpart.
Task: Classify this clause into ONE of these types (exactl... | Label: Counterparts |
48679d99-0f97-4531-96a9-bc1784c5bb7f | Clause:
Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings set forth in the Plan. Certain other terms used herein have definitions given to them in the first place in which they are used.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Definitions |
8dd63dd7-3c6b-4621-8565-a37c7018bf6d | Clause:
Unless otherwise specifically provided otherwise in the future by an action of the Committee (which action may not be delegated to management), the Committee hereby authorizes and specifically directs the Company to reduce the number of shares of Common Stock deliverable upon the lapse of the Forfeiture Restric... | Label: Tax Withholdings |
e37eabd0-0ce7-46ed-9bdc-9486b07c6172 | Clause:
Enter into any arrangement with any Person providing for the leasing by Holdings or any Restricted Subsidiary of real or personal property which is to be sold or transferred by Holdings or such Restricted Subsidiary (a) to such Person or (b) to any other Person to whom funds have been or are to be advanced by s... | Label: Sales |
8b45e33d-80f3-4339-91cd-0355b61c501c | Clause:
Subject to the terms and conditions of this Agreement, the Issuing Bank may (but shall not be required to) through the Issuing Office, at any time and from time to time from and after the date hereof until five (5) Business Days prior to the Revolving Credit Maturity Date, upon the written request of the Borrow... | Label: General |
e7037daf-c71e-43fe-9616-1d7c2d694e75 | Clause:
If representatives of the parties are unable to resolve the disputed issue through mediation, then within 10 days after the period described in Section 5.1 above, the parties will refer the issue to arbitration. The arbitration shall be conducted in Phoenix, Arizona by a single neutral arbitrator and in accorda... | Label: Arbitration |
a4302823-ac36-4bc1-8e7b-4696234be93f | Clause:
Except as may otherwise be expressly provided herein, all capitalized terms have the meanings set forth 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, Assignme... | Label: Defined Terms |
f289b5ed-a82c-4677-adc7-4835a865f0a7 | Clause:
Because of the need for confidentiality, we must maintain tight controls over our business records. Business records are those documents whose primary purpose is to record the actions of the Company, including marketing and financial matters. Therefore, you agree not to remove any business records (whether in w... | Label: Records |
748e5835-f63c-4067-9bb9-e12a88a8cbc3 | Clause:
This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and terminates and supersedes any and all prior agreements, understandings and representations, whether written or oral, by or between the parties hereto or their affiliates whi... | Label: Entire Agreements |
d4266c9c-546c-4e9b-baa2-cf60e450f4ff | Clause:
This Agreement constitutes the entire agreement between Seller and Purchaser with respect to the Property and shall not be modified or amended except in a written document signed by Seller and Purchaser. Any prior agreement or understanding between Seller and Purchaser concerning the Property is hereby rendered... | Label: Entire Agreements |
06d800bd-152b-40d9-afb2-30acd073d9af | Clause:
Notwithstanding anything to the contrary contained herein, the PRSUs may be forfeited without consideration if the Participant, as determined by the Committee in its sole discretion (i) engages in an activity that is in conflict with or adverse to the interests of the Company or any Affiliate, including but not... | Label: Forfeitures |
04222886-486e-4d88-93cf-9dba449175ea | Clause:
The Employer shall pay Employee an annual base salary of Two Hundred Thirty-Four Thousand Four Hundred Dollars ($234,400) (the “ Base Salary ”). The Base Salary shall be paid in substantially equal installments in accordance with the Employer’s compensation policies and procedures on the payroll dates establish... | Label: Base Salary |
9b5f3e5e-6479-4e72-97ff-8572109e664b | Clause:
Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon, (a) by personal delivery or telecopy, or (ii) one business day after deposit with a nationally recognized overnight delivery service such as Federal Express, with postage and fees prepaid, addressed ... | Label: Notices |
0efc5a0c-b764-453f-a3ee-577642b87ad7 | Clause:
To the extent not preempted by federal law, the Plan, and all agreements hereunder, shall be construed in accordance with and governed by 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, Applica... | Label: Governing Laws |
43a43086-7d10-429a-bac4-68e29a451f03 | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CHOICE OF LAW RULES OF SUCH STATE, EXCEPT FOR MATTERS ARISING UNDER THE SECURITIES ACT OR THE EXCHANGE ACT WHICH MATTERS SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH SUCH LAWS.
... | Label: Governing Laws |
1e86e446-4956-49ef-b41d-76a7e7eb66d4 | Clause:
Payments and prepayments of principal of, and interest on, the Notes and all fees, expenses and other obligations under the Loan Documents shall be made without set-off or counterclaim in immediately available funds not later than 3:00 p.m., Minneapolis time, on the dates due at the main office of the Agent in ... | Label: Payments |
67447e2a-500d-4b8a-8753-beb6b71e2b80 | Clause:
All the accounts, books, registers, ledgers, Nexus Board minutes and financial and other records of whatsoever kind of Nexus have been fully, properly and accurately kept and completed; there are no material inaccuracies or discrepancies of any kind contained or reflected therein; and they give and reflect a tr... | Label: Books |
ffe4dc2c-0b18-4754-8da9-ce29f3c0eca2 | Clause:
This Agreement and all the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective heirs, successors and permitted assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Assignments |
7f40925a-065a-4782-96d0-9589ca5acd9f | Clause:
Except as otherwise provided herein, and unless the context shall clearly require otherwise, all words and terms used in this Eighth Amendment that are defined in the Composite Lease Agreement, the Special Facility Ground Lease Agreement and the Special Facility Lease Agreement shall have the respective meaning... | Label: Definitions |
f05f77a0-e74f-44bf-9574-0affe5962614 | Clause:
The Company and each of its Subsidiaries shall take such actions reasonably requested by the Administrative Agent or any Lender in order to assist the Administrative Agent and the Lenders in maintaining compliance with the Patriot Act.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Further Assurances |
fc84bdde-24c5-4840-bf94-28c69a893770 | Clause:
These terms and conditions shall apply with respect to the LTC Award with a March 1, 2016 Grant Date granted to the Participant as indicated on the Award Summary.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Terms |
a9efeb97-0298-4fa3-9826-9cba72953afa | Clause:
This Agreement may not be amended except in writing signed by both Parties.
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: Amendments |
aa47f432-15b6-4921-86e3-952ce324c364 | Clause:
The execution, delivery and performance of the Loan Documents and the transactions contemplated hereby and thereby (i) are within the corporate (or the equivalent company or partnership) authority of each of the Borrowers, (ii) have been duly authorized by all necessary corporate (or other) proceedings, (iii) d... | Label: Authorizations |
8eb12e54-69d1-4fec-acf7-f4435d987a25 | Clause:
In the event of any default, the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages, fees and other amounts owing in respect thereof through the date of acceleration, shall become, at the Investor’s election, immediately due and payable in cash at the Mandatory Defau... | Label: Remedies |
8be69471-b600-45b3-8dee-45e218ca9638 | Clause:
This Agreement may be executed in two (2) counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile signatures and such signatures shall be deemed to bind each party hereto as if they were origina... | Label: Counterparts |
fef4a8c1-90ec-48d6-ad5c-a4a253f6cb9a | Clause:
Assignor hereby assigns and transfers to Assignee all of Assignor’s right, title and interest in and to the Assigned Interests, without recourse, representation or warranty.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Assignments |
d179b756-6b4e-4ad7-95cf-d89ded3e49f1 | Clause:
Following the Closing, Buyer shall, and shall cause Buyer Affiliates, from time to time, to execute and deliver such additional instruments, documents, conveyances or assurances and take such other actions as shall be necessary, or otherwise reasonably requested by Seller, to confirm and assure the rights and o... | Label: Further Assurances |
551ccf44-36a0-410e-913e-168be68ad90a | Clause:
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HEREBY IRREVOCABLY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING IN WHO... | Label: Waiver Of Jury Trials |
6f10e867-dada-4c16-9bd2-89c82d871edc | Clause:
In consideration of your rights and the Company’s commitments under paragraph 1(b), you hereby agree to execute the Release of Claims attached hereto as Exhibit A simultaneously with your execution of this Agreement. Additionally, as a condition of your right to receive the Consideration, you hereby agree to re... | Label: Releases |
8b6be7b8-89bd-4ff0-ac5d-98c20868c1dc | Clause:
With respect to Inventory that has been included in the calculation of the U.S./European Borrowing Base or Canadian Borrowing Base, no Loan Party shall acquire or accept any such Inventory on consignment or approval and the Loan Parties shall take all commercially reasonable steps to assure that all Inventory i... | Label: Sales |
3a19a4bc-eef5-4418-933a-5262b2149a05 | Clause:
The Borrower agrees to pay on demand all reasonable expenses of FEC as assignee, Finnvera and the Administrative Agent (including the reasonable fees and out-of-pocket expenses of counsel to FEC as assignee, counsel to the Administrative Agent and counsel to Finnvera and of local counsel, if any, who may be ret... | Label: Expenses |
0f9f0cac-c151-4c34-8d63-cf36846d1f73 | Clause:
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Arizona (without regard to the application of any conflicts of law principles).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Governing Laws |
ca474f03-b3e7-4909-8825-2c1c7190f4da | Clause:
Any notice or communication required or permitted by any provision of this Award Agreement to be given to you shall be in writing and shall be delivered electronically, personally or sent by certified mail, return receipt requested, addressed to you at the last address that the Company had for you in its record... | Label: Notices |
04014531-feb1-4406-a06e-4a925393dc0a | Clause:
In the event of any dispute or claim relating to or arising out of the employment relationship between Officer and the Bank or the termination of that relationship (including, but not limited to, any claims of breach of contract, wrongful termination or age, sex, race, disability or other discrimination), Offic... | Label: Arbitration |
c6dd7292-654f-44e3-bd17-2fbb104b7f69 | Clause:
At any time that there exists a breach of the covenant set forth in Section 7.28.2, the Borrower shall immediately pay to the Administrative Agent, as a payment of the Revolving Credit Advances, such amount (not to exceed the sum of the outstanding Revolving Credit Advances) necessary to cure such breach, which... | Label: Payments |
312d11e2-fd79-4366-8e08-2416232c6b94 | Clause:
The execution, delivery and performance referred to in Section 4.01(a) do not violate or conflict with any Law applicable to the Originator, any provision of its constitutional documents, any order or judgment of any Government Authority applicable to it or any of its assets or any contractual restriction bindi... | Label: No Conflicts |
01f0504a-8e4a-4f44-b95c-09ae4d91a814 | Clause:
The Employee Retirement Income Security Act of 1974, as amended from time to time, and as interpreted by applicable regulations and rulings.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Erisa |
6d191be8-7829-4dc6-b0ce-cb32dbe496ef | Clause:
Each Borrower and each Lender hereby authorizes Agent to make appropriate announcements of the financial arrangement entered into among Borrowers, Agent and Lenders, including announcements which are commonly known as tombstones, in such publications and to such selected parties as Agent shall in its Permitted ... | Label: Publicity |
16dd8c62-ace3-4219-bf7a-ab8b41178208 | Clause:
Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powe... | Label: Authority |
2506e419-4d2c-40db-8b55-acda5dbaadf5 | Clause:
Have and maintain (i) administrative and operating procedures (including an ability to recreate records if originals are destroyed), (ii) adequate facilities, personnel and equipment and (iii) all records and other information reasonably necessary for collection of the Receivables originated by the Transferor (... | Label: Books |
4f9aa7af-c2a3-496e-9404-3ead6674ef8f | Clause:
This Agreement shall be construed, enforced, and governed by the internal laws of the State of Nevada, without regard to its conflicts of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Governing Laws |
f30abbb8-7f94-43ca-9fd5-e892c6a9b686 | Clause:
Deliverables . Promptly following the Closing, the Issuer shall instruct its transfer agent to record in the name of Intrexon the Preferred Shares in book entry form (and, upon request, will deliver to Intrexon stock certificates registered in the name of Intrexon representing the Preferred Shares).
Task: Clas... | Label: Closings |
82a19f31-4ba0-430f-b0e4-3a30a8f9e621 | Clause:
No Credit Party will, or will permit any Subsidiary to, directly or indirectly (a) declare, pay, make or set aside any amount for payment in respect of Subordinated Debt, except for payments made in full compliance with and expressly permitted under the Subordination Agreement, (b) amend or otherwise modify the... | Label: Payments |
e580d32f-88c5-4cd9-889f-b4ddd99d3fd6 | Clause:
The undersigned chief executive officer, president, chief financial officer or chief accounting officer of Borrower certifies on behalf of Borrower (and not in his individual capacity) that after giving effect to the making of the Loan requested hereby no Default or Event of Default has occurred and is continui... | Label: No Defaults |
23088bf9-e0b7-45af-adf2-53a296e64c83 | Clause:
Execute any and all further documents, agreements and instruments, and take all such further actions (including the filing and recording of documents), which may be required under any Legal Requirement, or which the Administrative Agent or the Majority Lenders may reasonably request, to (a) effectuate the trans... | Label: Further Assurances |
eb5d1318-a7f6-4dd5-b1fb-bdb801e30570 | Clause:
The Company shall have the right to make all payments or distributions pursuant to the Plan to a Participant (or a Permitted Assignee thereof) (any such person, a "Payee") net of any applicable federal, state and local taxes required to be paid or withheld as a result of (a) the grant of any Award, (b) the exer... | Label: Tax Withholdings |
b6516455-2c33-4080-a799-0e2fa702c261 | Clause:
The Borrower will, and will cause each Subsidiary to pay when due all taxes, assessments and governmental charges and levies upon it or its income, profits or Property, except those (a) which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set a... | Label: Taxes |
f4cb2d3a-492d-4a08-9764-2d86b872af29 | Clause:
This Agreement 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 an executed counterpart by facsimile or electronic mail shall be effective as delivery of... | Label: Counterparts |
e44bbc83-6527-4886-8cde-9b87541a9659 | Clause:
If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the extent possible. In any event, all other provisions of this Agreement shall be deemed valid and enforceable to the fullest ext... | Label: Severability |
3d14c152-e831-4347-ba6b-34776d2e1bc5 | Clause:
THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT RE... | Label: Governing Laws |
99c26a80-d17b-486d-b34c-b5efe5094a87 | Clause:
Each Seller Party and each Guarantor shall timely file all tax returns that are required to be filed by them and shall timely pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property prior to the date on which penalties attac... | Label: Taxes |
a57e8938-c262-4c8e-a61a-ddb8d0278269 | Clause:
In the event that the parties are unable to resolve any disputes arising hereunder, such dispute shall be submitted for a binding determination by a neutral third party designated by the office of the American Arbitration Association in accordance with its procedures.
Task: Classify this clause into ONE of the... | Label: Arbitration |
5ea85069-8ee8-4257-9d7f-0726ac37bc6a | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in t... | Label: Assignments |
e73a5371-b074-4df0-acbf-404816d948c6 | Clause:
Each party ("Indemnifying Party") to this Agreement agrees to indemnify, defend and hold harmless the other party ("Indemnified Party") to the fullest extent permitted by law from and against any and all losses, claims, or written threats thereof (including, without limitation, any claim by a third party), dama... | Label: Indemnifications |
a03a0f30-1c20-431a-9f58-e5f18af96ebe | Clause:
During the Employment Term, Employee shall be entitled to participate in such group term insurance, disability insurance, health and medical insurance benefits, life insurance and retirement plans or programs as are from time to time generally made available to executive employees of the Company pursuant to the... | Label: Insurances |
c6cbe54f-2d62-4f28-86c2-8d7f0bb23f96 | Clause:
The agreements in this Section shall survive the termination of the Commitment and the repayment, satisfaction or discharge of all the other Obligations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Survival |
27e8a963-bc64-464c-8e31-358f6db828bb | Clause:
All normal and customarily proratable items shall be prorated as of the Closing Date, Seller being charged or credited, as appropriate, for all of same attributable to the period up to the Closing Date (and credited for any amounts paid by Seller attributable to the period on or after the Closing Date, if assum... | Label: General |
2d59085e-1048-4239-9839-ad65c9e636c4 | Clause:
This Note and all rights, obligations and liabilities hereunder shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without giving effect to the principles of conflicts of law that would require the application of the laws of any other jurisdiction.
Task: Classif... | Label: Governing Laws |
08ce8af9-ab58-41cb-a9de-881e930686c4 | Clause:
The provisions of this Article 13 shall survive the PE Unit Closing and the termination 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, Assigns, Authority,... | Label: Survival |
df9f2707-4f84-4e11-a690-19ce3da02c8c | Clause:
Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with Section 7.4 of the Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Notices |
d2816192-8b09-48b5-9e6e-502489060de2 | Clause:
Such Debtor will maintain complete and accurate books and records with respect to the Collateral, and furnish to the Collateral Agent such reports relating to the Collateral as the Collateral Agent shall from time to time request. Such Debtor will give prompt notice in writing to the Collateral Agent of the occ... | Label: Records |
accac270-6ce8-4193-8f42-a8fe6aaaf427 | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICABILITY OF ANY LAW OTHER THAN THE LAW OF THE STATE OF DELAWARE.
Task: Classify this clause into ONE of the... | Label: Governing Laws |
3943f39e-58dd-46fc-a2a8-b0c1c20a821c | Clause:
To the knowledge of the Company and its officers, the Company is and at all times has been in full compliance with all Laws. The Company has not received any notice that it is in violation of, has violated, or is under investigation with respect to, or has been threatened to be charged with, any violation of an... | Label: Compliance With Laws |
32bdb811-3f57-4b39-b789-189dbf1fc3a4 | Clause:
Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Portland, Oregon by three arbitrators in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrators’ award, which award s... | Label: Arbitration |
e0377f03-d218-42af-a484-234234a5b2af | Clause:
Each Secured Party, by accepting the benefits of the Loan Documents, agrees that (i) any action taken by Agent or the Required Lenders (or, if expressly required hereby, a greater proportion of the Lenders) in accordance with the provisions of the Loan Documents, (ii) any action taken by Agent in reliance upon ... | Label: Binding Effects |
58c883a5-946a-487e-8931-f6a6b4373894 | Clause:
The Plan will be governed by and construed in accordance with ERISA and, to the extent not preempted thereby, the laws of the State of California, without giving effect to any choice of law or conflicting provision or rule (whether of the State of California or any other jurisdiction) that would cause the laws ... | Label: Governing Laws |
fd2b82c3-a079-410f-adc8-b36199b1e8e6 | Clause:
The Plan and this Award Agreement constitute the full and entire understanding and agreement between the parties with regard to the subject matter hereof, and supersedes all prior agreements, understanding, inducements or conditions, express or implied, oral or written, relating to the subject matter hereof, ex... | Label: Entire Agreements |
b68d100e-41fd-4d2b-851c-b22283a29938 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all... | Label: Governing Laws |
9df31a4d-a7b0-4bcd-8473-ae562cba7388 | Clause:
The properties of the Borrower and its Subsidiaries necessary for the ordinary conduct of their business are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies eng... | Label: Insurances |
e3a5ae3a-a8cc-47f7-9665-9699c7576a5b | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTIONS 5‑1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PART... | Label: Governing Laws |
6ead25f8-e270-4315-b142-1137f39d96f1 | Clause:
Seller does hereby sell, convey, assign, transfer and deliver to Buyer, and Buyer does hereby purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the Purchased Assets.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Sales |
c3ef5dd3-e6ae-41a8-af08-2385b00cade5 | Clause:
During the Term (as defined below), Executive shall serve the Company as President of the Corporate Operational Development division, or in such other capacity as the Board or the Chief Executive Officer of the Company shall determine. Executive shall comply with the policies of the Company as may be in effect ... | Label: Duties |
667c1f80-4343-4264-96dd-360350c1bb72 | Clause:
The grant and vesting of Market Share Units and the obligation of the Company to issue shares of Stock under this Agreement are subject to all applicable federal and state laws, rules and regulations, including those related to disclosure of financial and other information to the Participant and to approvals by... | Label: Compliance With Laws |
e93faacd-c6dd-45cb-884a-82b475d576cc | Clause:
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement will remain in full force and effect and will ... | Label: Severability |
94f3ffeb-8b4d-4fe8-b92e-8e97568fd262 | Clause:
Capitalized terms used herein without definition are used as defined in the Collateral Trust Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Au... | Label: Definitions |
4b46f83e-85d8-4a49-b735-c21a3fff0a12 | Clause:
To the extent applicable, it is intended that this Agreement comply with or be exempt from the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (“Section 409A”). To the extent required in order to avoid accelerated... | Label: Taxes |
47583105-f66a-4a5f-9ee6-de56b9bf68a2 | Clause:
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties; provided that Montage may assign its rights, interests or obligations hereunder to one or more of its Subsidiaries. This Agreement shall be binding upon and shall inure to the benefit of Mon... | Label: Binding Effects |
82e8866e-dc0e-471d-a86d-69ef9e01a907 | Clause:
As of the Effective Date, after giving effect to the Transactions to be consummated on the Effective Date, the Borrower, together with its Subsidiaries on a consolidated basis, is Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Solvency |
1d2b2ad9-5467-4687-ae0e-d65aedd9534b | Clause:
The Executive agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated or made available, in whole or part, to any e... | Label: Disclosures |
45980f2d-8a4a-4187-a671-df82f471687d | Clause:
The Company does not own, directly or indirectly, any capital stock of, or other equity interest in, any corporation or have any direct or indirect equity or ownership interest in any other Person. The Company has no joint venture or other similar interests in any Person or obligations, whether contingent or ot... | Label: Subsidiaries |
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