id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
8c4783a8-7805-4887-9999-5de888d6f949 | Clause:
In the event a Change in Control ends the Performance Period, then (i) any RSUs that do not become eligible to Fully Vest pursuant to Section 3(b) above, and all unpaid Dividend Equivalents associated with such RSUs, shall thereupon automatically be forfeited by the Participant immediately prior to such Change ... | Label: Change In Control |
3bfc8d8f-3fed-4b2b-8291-9c6c372d8062 | Clause:
No event or circumstance has occurred or exists that constitutes a Default or Event of Default. No Loan Party or Restricted Subsidiary is in default, and no event or circumstance has occurred or exists that with the passage of time or giving of notice would constitute a default by any Loan Party or Restricted ... | Label: No Defaults |
95d2395d-058b-4f91-800b-826cbdfa5986 | Clause:
The terms of this Agreement are intended by the Parties to be the final expression of their agreement with respect to the employment of Executive by the Company and supersede all prior understandings and agreements, whether written or oral. The Parties further intend that this Agreement shall constitute the com... | Label: Entire Agreements |
925edb26-7543-4ad2-815a-f62f77ae4dd2 | Clause:
Except for such exceptions that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, the Partnership Entities own, possess, license or have other rights to use, on reasonable terms, all patents, patent applications, trade and service marks, trade and servic... | Label: Intellectual Property |
9931af0f-0ff2-4e05-aa63-966231532e1b | Clause:
As of the Effective Date, the Initial Borrower has no subsidiaries other than those that have been created or acquired in accordance with the Financing Documents that have been (or will promptly be) disclosed in writing to the Administrative Agent.
Task: Classify this clause into ONE of these types (exactly on... | Label: Subsidiaries |
e2a0c2d3-40b6-4b81-9dc2-83cc29bd3645 | Clause:
(a) There have been filed on a timely basis all material federal, state, local and foreign income Tax Returns required to be filed by the Company and its Subsidiaries and all such Tax Returns were true, correct and complete in all material respects. No extension of time within which to file any such Tax Return ... | Label: Taxes |
90cf2b45-878a-4b93-bdbd-7139e9197fa1 | Clause:
Such purchase shall be expressly made without representation or warranty of any kind by the First Lien Secured Parties as to the First Lien Debt, the Collateral or otherwise and without recourse to the First Lien Secured Parties; except , that , each First Lien Secured Party shall represent and warrant, several... | Label: Sales |
c309cfb9-d55b-45b6-9fe7-abb9a14cda47 | Clause:
No consents, documents, or approvals that have not been obtained are necessary to the effectiveness of the grant of the Option by Owner.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: Authority |
4becadfc-3eed-4663-aed0-22b783fc2c4c | Clause:
This Agreement shall not be amended or modified except by written instrument executed by WPX and Executive; provided however that notwithstanding the terms of this Agreement to the contrary, the terms of this Agreement shall be administered in such a way to comply with Code Section 409A as reasonably deemed app... | Label: Amendments |
78b65130-f4f0-49de-8634-496cfe30275e | Clause:
Subject to the satisfaction of the Consent Requirements (as defined in Section 3 of this Action), each Agent and Lender party hereto, by its signature below, (i) consents to the Applicable Transactions, (ii) directs the Collateral Agent to carry out the terms and provisions of this Action and (iii) acknowledges... | Label: Consents |
61fe25f8-eec2-48c2-adb4-5444095933d1 | Clause:
The Parent Borrower and its Subsidiaries (i) have timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income and other material tax returns, domestic and foreign, required to be filed by the Parent Borrower and its Subsidiaries, and... | Label: Payments |
3cd93bc7-3750-4c7d-be1d-afbf3d1cf8d7 | Clause:
The Plan shall be effective as of the Effective Date. The outstanding offering period under the Prior Plan shall be the last offering period under the Prior Plan which ends on June 30, 2016. The Plan shall terminate on the first to occur of (i) the day before the tenth (10 th ) anniversary of the date of adopti... | Label: Terms |
b38257f7-27e9-4682-be51-1dd669e79a34 | Clause:
This Agreement shall be governed by, and construed in accordance with, the laws of Connecticut without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.
Task: Classify this clause into ONE of these types (exactly... | Label: Governing Laws |
c005e443-3aba-4ff2-b867-b4e3fd7f1dee | Clause:
This Option Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to conflict of law principles thereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Governing Laws |
fdad08ce-f535-4ea8-9860-1bb9ca7998b7 | Clause:
Each party 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 from any the... | Label: Jurisdictions |
15a58469-0ba7-4e76-8ca7-8d90344b76f8 | Clause:
In the event of a “Change in Control,” the rights and obligations of Executive and Employer are set forth in the Change in Control Severance Agreement executed by the parties, effective as of December 21, 2012 (the “CIC Agreement”). “Change in Control” shall have the meaning ascribed to it in the CIC Agreement.... | Label: Change In Control |
bf325dba-864a-458a-ade8-728c31fd72a4 | Clause:
All terms and conditions of the Lease, as amended hereby, are hereby ratified and shall remain in full force and effect. Tenant represents that Tenant is not aware of a default by Landlord or Tenant under the terms of the Lease. Landlord represents that Landlord is not aware of a default by Landlord or Tenant u... | Label: Miscellaneous |
bad71c35-036b-4297-bebc-ae20bc09eb3f | Clause:
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT AND ANY ACTION FOR ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEVADA AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERA... | Label: Submission To Jurisdiction |
26f9e8ef-dd9d-40bf-aa01-afde3eb86e33 | Clause:
Other than to one of its Affiliates, the General Partner may not transfer any of its Partnership Interests except in connection with (i) a transaction permitted under Section 11.2.B , (ii) a Transfer to any wholly owned Subsidiary of the General Partner or the owner of all of the ownership interests of the Gene... | Label: General |
02644d30-23d9-4481-8c34-54f99404d492 | Clause:
This Agreement has been duly executed and delivered by the Borrowers and constitutes, and each other Loan Document when executed and delivered by the Borrowers and each Guarantor that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against the Borrowers and... | Label: Enforceability |
42f2bec9-f0ef-471a-8d57-fb08dcbe5961 | Clause:
The Seller is a corporation duly-organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. The Seller does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, as... | Label: Organizations |
46eb06b9-f710-4273-8ec7-44e229a43558 | Clause:
This Agreement may be signed in any number of counterpart copies and by the parties hereto on separate counterparts, but all such copies shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission or other electronic transmiss... | Label: Counterparts |
2df8f984-730b-4e33-9394-ff62d1d00dc5 | Clause:
This Agreement is entered into under, and shall be governed for all purposes by, the laws of the State of Texas (other than Section 2 above, which shall be construed under and governed for all purposes by the laws of the State of Delaware) without regard to the principles of conflicts of law thereof.
Task: Cla... | Label: Governing Laws |
69473274-a8df-436d-b82e-2b08c350d80e | Clause:
The obligations of the Loan Parties under Sections 2.2(f), 2.2(g), 2.2(h), 3.7, 3.8, 3.9, 3.10, 16.5 and 16.9 hereof and the obligations of Lenders under Sections 2.2, 2.15(b), 2.16, 2.18, 2.19, 14.8 and 16.5 hereof, shall survive termination of this Agreement and the Other Documents and the Payment in Full of ... | Label: Survival |
c6bf78f5-43dc-4257-89c3-8a145f807691 | Clause:
This Assignment may be executed in duplicate counterparts of like tenor, each of which shall be deemed an original but both of which taken together will constitute one and the same instrument. Counterpart signatures of this Advisory Engagement Agreement that are manually signed and delivered by facsimile transm... | Label: Counterparts |
127e3c79-13f0-4210-8147-a5fd0f850203 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures provided by facsimile transmission or in Adobe Portable Document Format (PDF) sent by electronic mail shall be deemed to be ... | Label: Counterparts |
b5d272e8-c204-4ef6-a063-3b8c8a3a2167 | Clause:
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on t... | Label: Notices |
bec74c55-a235-4c05-8763-30ebf0d930c1 | Clause:
Participant accepts this Award subject to all the terms and provisions of this Agreement and the terms and conditions of the Plan. Participant hereby accepts as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under this Agreement.
Task: Classify this c... | Label: Interpretations |
6f4c23dd-88d6-4146-b39c-a5e48b7b99f3 | Clause:
This Agreement and the other Loan Documents represent the entire agreement of Parent, the Borrower, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender rel... | Label: Integration |
bd5c4b3c-a368-40c0-9e7d-ebdd0fc87cf5 | Clause:
BORROWER AND LENDER HEREBY JOINTLY AND SEVERALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS INSTRUMENT AND TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS HEREUNDER OR THEREUNDER, ANY COLLATERAL SECURING THE OBLIGATIONS, OR ANY TRANSACTION ARISING THEREFROM OR CONNECTED ... | Label: Waiver Of Jury Trials |
035d5d41-6382-4b56-9c3c-80d68598f255 | Clause:
Your annual base salary shall be $750,000, subject to increase (but not decrease) as may be approved by the Compensation Committee of the Board (the “ Compensation Committee ”) from time to time. Your base salary will be payable in accordance with the Company’s regular payroll practices.
Task: Classify this cl... | Label: Base Salary |
17e8df77-faef-4713-a00e-a0cf459ac311 | Clause:
The Parties shall with reasonable diligence do all things and provide all reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each Party shall provide such further documents or instruments required by any other Party as may be reasonably necessary or desir... | Label: Further Assurances |
9ea91332-a997-4048-90d4-c5aaa4a29fb5 | Clause:
In the event that any litigation shall be brought to enforce or interpret any provision contained in paragraphs "8", "9", or "10" of this Agreement, then, provided that the Executive prevails to any extent, Hudson or any successor corporation shall reimburse or indemnify the Executive for the Executive's reason... | Label: Indemnifications |
4a5f42cc-3f79-421d-8e45-f74182eafcf8 | Clause:
The Company may withhold from any payment to Employee to the extent permitted by law any taxes resulting from this Agreement that the Company determines it is required to withhold under the laws and regulations of any governmental authority, whether federal, state or local and whether domestic or foreign. Subj... | Label: Withholdings |
7c597288-352e-4fb7-8a2e-111a9de01aaf | Clause:
In the event the Company proposes to offer New Securities, it shall give StepStone prior written notice of its intention, describing the price (or range of prices), anticipated amount of securities, timing and other terms upon which the Company proposes to offer the same, no later than ten (10) business days pr... | Label: Notices |
18d9b47c-7e91-4c1c-a1e9-78a566d832bd | Clause:
During the Employment Period, the Company shall reimburse Executive for all reasonable business expenses incurred by him in the course of performing his duties and responsibilities under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertain... | Label: Expenses |
7e46df94-7a4d-4bbf-afe1-bebe98e00d57 | Clause:
Proceeds of the CA Term Loan shall be used by the CA Borrower to pay (in part) purchase price and costs and expenses associated with the CA Acquisition. Proceeds of the US Term Loan shall be used by the US Borrower (i) to repay, by replacement and renewed evidence, “Term Loans” outstanding under the Prior Agree... | Label: Use Of Proceeds |
7d1476b4-ba98-46c9-b566-d502bdec0895 | Clause:
Operator agrees to lease the Aircraft to Lessee pursuant to the provisions of FAR 91.501(c)(1) and to provide a fully qualified flight crew for all operations on a nonexclusive, non-continuous basis commencing on the Effective Date and continuing unless and until terminated. Either party may terminate this Agre... | Label: Terms |
32a6d09c-e459-48fb-a53d-9037a843755d | Clause:
Each Subordinated Creditor and each Obligor will, at its expense and at any time and from time to time, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that the Agent may reasonably request in writing, in order to protect any right or in... | Label: Further Assurances |
b95b0c88-d688-46b7-9205-3eb682bb4e9f | Clause:
This Eighth Amendment 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, Assigns, Auth... | Label: Governing Laws |
b5ae4763-5d46-4792-9531-bb9db269ee90 | Clause:
Prior to the consummation of the first Change in Control to occur following the adoption of this Plan, this Plan may be amended or terminated by the Administrator at any time and from time to time, in its sole discretion. For a period of one year from and after the consummation of such Change in Control, this P... | Label: Terminations |
72aa8cfa-ae2e-4c24-9a68-782bd31d73ae | Clause:
The holders of shares of Debenture are entitled to the same rights as the holders of Common Stock with respect to rights to receive notices, reports and audited accounts from the Company and with respect to attending stockholder meetings.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Notices |
e5d19642-9a99-47d7-9240-aa8777a17226 | Clause:
Articles I and VII , and Sections 4.3 , 6.1 , 6.6 , 6.7 6.8 , 6.9 , 6.11, 13.2 , 15.2 , 15.5, 15.6 , 15.9 , 15.10 , 15.11 , 15.12 , 15.13, 15.14 , 15.15 , 15.16 , 15.17 , 15.20 , 15.21 and this 15.22 shall survive and continue in full force in accordance with their terms notwithstanding any termination of this ... | Label: Survival |
b39f62cc-d4e4-4599-8149-c9041068cb5c | Clause:
The records of the Company with respect to employment history, Base Pay, years of service, absences, and all other relevant matters shall be conclusive for all purposes of this Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Records |
0c0bc146-96d7-4c72-aad1-694b3f7fea9c | Clause:
Save as otherwise provided in Schedule 2.03 Longbau does not have any predecessor corporation(s), no subsidiaries, and does not own, beneficially or of record, any shares of any other corporation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Subsidiaries |
7cd7e751-4eaf-433a-826f-136e80f087f6 | Clause:
The shares of Common Stock issuable to the Participant pursuant to this Agreement will be issued pursuant to the authority granted under the Plan (which has been provided to Grantee), and are subject to the terms and conditions of the Plan, as the same may be amended from time to time. The interpretation and c... | Label: Authority |
8b44f45e-4fb5-4e15-95cc-b2f08c690a7c | Clause:
This is a personal services agreement and the Executive may not assign this Agreement to any third party. The Company may assign this Agreement and the benefits hereunder without the consent of the Executive, without being relieved of any liability hereunder, to one of its direct or indirect “affiliates” or “as... | Label: Assignments |
0c69f5e7-e54d-4e06-af0b-076ffd6c370c | Clause:
The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any transaction or series of transactions with any Affiliate (other than, in the case of the Company, any Restricted Subsidiary and, in the case of a Restricted Subsidiary, the Company or any other Restricted Subsidiary)... | Label: Transactions With Affiliates |
d214c2eb-5028-4cd1-91fe-7c910f4d15e4 | Clause:
Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; (ii) Excluded Foreign Subsidiaries, and (iii) any Subsidiary, subject to the l... | Label: Subsidiaries |
c33f5f1b-4a3b-4562-b733-ad4b247e9c7e | Clause:
The Executive shall be entitled to six (6) weeks paid vacation each twelve (12) months, to be taken at such time or times as shall be consistent with the proper performance by the Executive of his duties. No unused vacation, holidays, sick leave or personal days may be carried forward from year to year, nor, ex... | Label: Vacations |
c7910591-7319-43e9-bcb1-f2d43a98dd39 | Clause:
The Borrower and each Subsidiary is a corporation, limited partnership, or limited liability company, as applicable, duly organized, validly existing and in good standing under the laws of the state of its formation and, subject to any restrictions arising on account of the Borrower’s or any Subsidiaries’ statu... | Label: Subsidiaries |
0081d93f-2b33-47cc-8c02-b5a46f6da950 | Clause:
Borrower shall use the proceeds of each Loan solely: (a) to fund cash payments required to be made by Borrower to the seller(s) of a target bank in connection with a Permitted Acquisition; (b) to pay Lender any sums due under this Agreement; (c) for general corporate purposes of Borrower, as approved by Lender;... | Label: Use Of Proceeds |
5d0c70bc-3d8e-4e83-960c-90bb8bc482b0 | Clause:
Subject to the provisions of Paragraphs 2 and 3 hereof, any Class A Performance LTIP Units covered by this LTIP Unit Award that have not become Vested on or before the date that the Participant’s employment with the Company and its Affiliates terminates or is terminated shall be forfeited on the date that the P... | Label: Forfeitures |
746460a3-1570-4a17-b0f4-e7432dd38827 | Clause:
Any notice required or permitted to be given under this Agreement will, to be effective hereunder, be given to the Corporation, in the case of notices given by the Executive, and will, to be effective hereunder, be given by the Corporation, in the case of notices given to the Executive. Any such notice will be ... | Label: Notices |
10d8f3bc-6eb3-45e0-b630-4528931a4e7c | Clause:
Each Party acknowledges and agrees that the other Party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached or violated. Accordingly, each Party agrees that, without posting bond or other undertakin... | Label: Specific Performance |
73d11bd6-dcb0-4e93-91e6-a3a068349534 | Clause:
Each Credit Party will comply, and shall cause each of its Subsidiaries and all other Persons, if any, on or occupying any Facilities to comply, with (a) the Patriot Act and OFAC rules and regulations, (b) all other Applicable Laws and (c) all Material Contracts, noncompliance with, with respect to clauses (b) ... | Label: Compliance With Laws |
b3a790c4-bdcc-404d-a8ac-5c20dcf79e58 | Clause:
The Plan, the exercise of Options and the obligations of the Company to issue or transfer shares of Stock under Grants shall be subject to all applicable laws and to approvals by any governmental or regulatory agency as may be required. With respect to persons subject to section 16 of the Exchange Act, it is th... | Label: Compliance With Laws |
b450fed0-3579-4c33-b631-923ec414c7ae | Clause:
This Agreement may be terminated and the sale and purchase of the Securities abandoned at any time prior to the Closing by either the Company or any Purchaser (with respect to itself only) upon written notice to the other, if the Closing has not been consummated on or prior to 5:00 p.m. (New York City time) on ... | Label: Terminations |
bbeff0e4-c24e-4383-ac94-eee80670fe0e | Clause:
If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Secured Party in order to carry out the intentions o... | Label: Severability |
bac2a074-b541-40ac-a4c9-c327d3b889aa | Clause:
If an Account of any Borrower includes a charge for any Taxes, Lender is authorized, in its discretion, if an Event of Default is existing, to pay the amount thereof to the proper taxing authority for the account of such Borrower and to charge Borrowers therefor; provided, however, that Lender shall not be liab... | Label: Taxes |
2ae2c182-4a63-47b8-92ad-28e34bf20879 | Clause:
The Employer agrees to employ Executive and Executive agrees to be employed by the Employer, beginning as of January 1, 2016 (the “ Effective Date ”) and Executive’s employment under this Agreement shall terminate on the earlier of (i) December 31, 2018 and (ii) the termination of Executive’s employment under t... | Label: Employment |
170db853-ea60-42e1-9289-ce77ae36fd6b | Clause:
All material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the originator of such 2016-3 Lease Agreement in connection with (a) the origination or acquisition of such 2016-3 Lease Agreement, (b)... | Label: Approvals |
d2a302c1-d654-40f3-8daa-504650fb9944 | Clause:
In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement shall continue in full force and effect and shall be interpreted so as reasonably necessary to effect t... | Label: Severability |
bc5f8316-9ab1-4fbd-a08a-176a9c99be15 | Clause:
The Award is subject to all the terms and conditions of the Tyson Foods, Inc. 2000 Stock Incentive Plan (the “Plan”). Unless otherwise defined herein, all capitalized terms in this Restricted Stock Subject to Performance Criteria Stock Incentive Award Agreement (the “Award Agreement”) shall have the meaning sta... | Label: Terms |
cbf92cdb-a41f-4cab-a0b9-2310eb6050e9 | Clause:
Purchaser covenants and agrees to indemnify, defend, protect and hold harmless Seller, and its officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, together with Seller, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from a... | Label: Indemnifications |
791324d8-6279-40bf-9e7b-868ab7a5cc79 | Clause:
Consultant represents and warrants that (i) he has the right, power and authority to enter into this Agreement and to perform fully all of his obligations hereunder and (ii) its execution, delivery and performance of this Agreement and the performance of the Services by Consultant do not and will not conflict w... | Label: Representations |
23b6783a-1694-40c4-ae68-06fe1f32c56a | Clause:
The Agreement, as amended hereby, and your employment with the Company shall continue in effect for a minimum of six months from the Effective Date (i.e., through November 30, 2016) and a maximum of twelve months from the Effective Date (i.e., through May 31, 2017). Prior to November 30, 2016, the Agreement and... | Label: Terms |
05ac7bb3-7560-43e7-b4cd-3e50f99f67a8 | Clause:
Whether or not the Share Issuance is consummated, all costs and expenses incurred in connection with the preparation, negotiation, execution and performance of this Agreement and the Transactions shall be paid by the Party incurring such expense. Notwithstanding the foregoing, Transfer Taxes shall be paid in ac... | Label: Expenses |
1059e829-f5cd-4bad-9837-96c3cf032e67 | Clause:
The Company has no Subsidiaries other than those listed in Schedule 3.1(a ) hereto. Except as disclosed in Schedule 3.1(a ) hereto, the Company owns, directly or indirectly, all of the capital stock or comparable equity interests of each Subsidiary free and clear of any Lien, all the issued and outstanding shar... | Label: Subsidiaries |
46a95c7b-6f6a-41b3-a33f-c7019e1a486b | Clause:
Sections 5.1, 5.2, 5.3, 6.1, 6.2, and 11 of this Agreement shall be considered separate and independent from the other sections of this Agreement and no invalidity of any one of those sections shall affect any other section or provision of this Agreement. However, because it is expressly acknowledged that the ... | Label: Severability |
c0b62d60-63c7-4e12-abab-11506d0b7b54 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Agreement 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 hereby irrevocably submits... | Label: Governing Laws |
53b3f301-076b-4e27-ab9e-d8b580fe6b2b | Clause:
Notify Lender in writing, promptly after a Borrower's obtaining knowledge thereof, of any of the following that affects an Obligor: (a) the threat or commencement of any proceeding or investigation, whether or not covered by insurance, if an adverse determination could reasonably be expected to have a Material ... | Label: Notices |
8bc7856d-15cd-46cb-83d6-9012d0dac54f | Clause:
Maintain insurance with financially sound and reputable insurance companies against at least such risks and in at least such amounts as are customarily maintained by similar businesses and as may be required by Applicable Law (including, without limitation, hazard and business interruption insurance). All such ... | Label: Insurances |
8aa0aa64-09c8-4996-b319-d4e72e582294 | Clause:
The Corporation shall withhold from payments made hereunder any taxes required to be withheld from such payments under Federal, state or local law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Withholdings |
e9bb4cfe-3eb9-4c74-800e-f46084f8869a | Clause:
Unless otherwise specified herein, all capitalized terms used herein shall have the meanings specified in the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Definitions |
9edf2eeb-3b2e-4dbd-89b7-a9d5521317dd | Clause:
If the Committee shall at any time determine that any Consent is necessary or desirable as a condition of, or in connection with, the granting of any Award, the delivery of Shares or the delivery of any cash, securities or other property under the Plan, or the taking of any other action, then such action shall ... | Label: Consents |
eff0b2c8-ded5-4607-8ba2-39eecfbba97e | Clause:
This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforcement is sought needs to be produced to evidence t... | Label: Counterparts |
aeb5f57b-a5d8-4128-a840-ff0f06e1ecf8 | Clause:
Except as otherwise expressly set forth in this Agreement, the termination provisions of this SECTION 16 are in addition to any other relief and remedies available to either Party at law in equity or otherwise.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Remedies |
ea63f2bf-6ba7-4239-900f-6f681860d0e4 | Clause:
The Company shall have the right to withhold from any amount payable hereunder any Federal, state and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation, including the right to satisfy its withholding tax obligations pursuant to Sect... | Label: Taxes |
3dfaeb13-1ec8-488c-9e1e-0e0c8269003e | Clause:
(b) This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, As... | Label: Governing Laws |
ed8131af-96e5-477f-8b14-f41cdfac33ab | Clause:
By this Agreement, Employer and Employee set forth the terms of Employer’s employment of Employee on and after the Effective Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Employment |
9df99421-0da9-4ff4-8e53-d55eb8fe6e17 | Clause:
Each person signing this Amendment on behalf of the respective parties represents and warrants that he or she is authorized to execute and deliver this Amendment, and that this Amendment will thereby become binding upon Landlord and Tenant, respectively.
Task: Classify this clause into ONE of these types (exac... | Label: Authority |
dcb00a5d-df27-4857-8587-bf0c5b567d4b | Clause:
Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, Holdings, the Borrower and its Subsidiaries have timely filed all Federal and state and other tax returns and reports required to be filed, and have timely paid all Federal and state and ... | Label: Taxes |
3c3b5ab5-3a22-4617-be20-6ef93835c670 | Clause:
Each of the parties hereto shall use its reasonable and diligent best efforts to proceed promptly with the transactions contemplated herein, to fulfill the conditions precedent for such party’s benefit or to cause the same to be fulfilled and to execute such further documents and other papers and perform such f... | Label: Further Assurances |
bb6c3935-6409-4673-9b99-807da388aeb7 | Clause:
The Company hereby releases, remises, acquits and forever discharges the Bank, and its respective employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, successors and assigns, subsidiary corporations, parent corporations and related corpo... | Label: Waivers |
537ada44-c054-4cd7-a1a3-b14cf6119055 | Clause:
Provisions of this Agreement which by their terms must survive the termination of this Agreement in order to effectuate the intent of the parties will survive any such termination, whether by expiration of the Term, termination of Executive’s employment or otherwise, for such period as may be appropriate under ... | Label: Survival |
518f3b3d-e236-489a-9946-03e179797f43 | Clause:
In case any one or more Events of Default shall have occurred and be continuing, and whether or not the Lenders shall have accelerated the maturity of the Loans pursuant to §12.1, the Agent on behalf of the Lenders may, and upon the direction of the Majority Lenders shall, proceed to protect and enforce their r... | Label: Remedies |
8c34f97c-8d0f-4838-808d-78ef00725969 | Clause:
Seller is a corporation duly organized, validly existing and in good standing under the laws of Canada. Seller has all power and authority, and all Consents of all Governmental Entities, required to own its property and conduct its business as now conducted and to exercise its rights and to perform its obligati... | Label: Existence |
5d90ffda-9821-4f7a-8d39-7976a9cc69cd | Clause:
Buyer and Sellers represent and warrant to each other that neither they nor their affiliates have dealt with any broker, finder or the like in connection with the transaction contemplated by this Agreement other than Cushman & Wakefield of New Jersey, Inc. (the “ Broker ” ). At the Closing, Sellers shall pay a ... | Label: Brokers |
9701f24c-b6e5-461a-968f-ea2b84494e02 | Clause:
The initial closing of the purchase and sale of the Shares and Warrants hereunder (the “ Initial Closing ”) shall take place at the offices of DLA Piper LLP (US), 401 Congress Avenue, Suite 2500, Austin, Texas 78701, on or about the date hereof, or at such other time and place as the Company and the Investors m... | Label: Closings |
fe4c8a11-6da4-4247-94a2-d63593f4f2b2 | Clause:
To the extent that GKF fails or chooses not to pursue any of its remedies under this Agreement or pursuant to applicable law, such shall not prejudice GKF's rights to pursue any of those remedies at any future time and shall not constitute a waiver of GKF's rights.
Task: Classify this clause into ONE of these ... | Label: Waivers |
02c85373-68a5-47cd-a866-684500e710b5 | Clause:
This Agreement, the Letter Agreement, and the CDA embody the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to the subject matter hereof.
Task: Classify this clause into ONE of these types (... | Label: Entire Agreements |
018ef663-5955-4490-af96-bf014d094599 | Clause:
The Executive shall, during the Term, be entitled to a vacation of five (5) nonconsecutive weeks per annum, in addition to holidays observed by the Company. The Executive shall be entitled to carry any unused, accrued vacation forward from one year of employment to the next, and any such vacation days will not ... | Label: Vacations |
e5f45c8c-6764-4e27-a3f5-73fda0b6e2ed | Clause:
Capitalized terms used but not defined in this Agreement are defined in (a) Appendix A to the Series 2016-1 Indenture Supplement, dated as of February 1, 2016 (the “ Indenture Supplement ”), between the Grantor, as Issuer, and The Bank of New York Mellon, as Indenture Trustee, or (b) Appendix A to (i) the Fifth... | Label: Definitions |
b8437f2f-0f73-40fa-bf23-180b61476f41 | Clause:
Subject to Section 8.04 , this Agreement shall continue to be effective until the Discharge of Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination and the other matters addressed herein, and the Senior Secured Parties may continue, at any time and without notice to the S... | Label: Severability |
c7ebf4ed-3524-4cfe-97bb-f530b6fc5aea | Clause:
The rights, covenants and obligations contained in this Section 11 shall survive the Closing or earlier termination hereof. In addition, the foregoing provisions of this Section 11 shall not be deemed a waiver or limitation of any right or remedy either party may have for a breach by the other party of a repres... | Label: Survival |
46867e79-b64e-4d4b-8c39-90701c1c1575 | Clause:
Mortgagor has good record and marketable title to the Mortgaged Property and has good right, full power and lawful authority to grant and convey the same in the manner aforesaid; and that the Mortgaged Property is free and clear of all encumbrances and exceptions, except for the schedule of exceptions, if any, ... | Label: Titles |
a5b4fbb4-2a5b-4ac8-8353-318cd10d71c1 | Clause:
The Parties agree that upon the Route Management Effective Date, the terms of the “Route Management Services Addendum” attached hereto as Exhibit A will supersede and replace the Addendum #7 dated July 1, 2013 (as amended to date) and all related schedules in its entirety. The terms of the Exhibit A are hereby ... | Label: Integration |
58fcfec9-f966-4c19-ad36-2431a27c5f62 | Clause:
Each Loan Party and each of their respective Subsidiaries owns, or possesses the right to use, all franchises, licenses, copyrights, copyright applications, patents, patent rights or licenses, patent applications, trademarks, trademark rights, service marks, service mark rights, trade names, trade name rights a... | Label: Intellectual Property |
871357c6-79de-4dba-9714-3ad6368def66 | Clause:
The SIA shall pay all costs and expenses incident to the performance of its obligations under 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, Authori... | Label: Expenses |
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