id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
92ae3b40-1ac7-419f-9cf5-be7758ad5a80 | Clause:
Upon receipt of the approval by the Abbott Board and Abbott’s Chief Executive Officer, the execution and delivery of this Agreement and the performance by Abbott of the transactions contemplated hereby will have been duly authorized by all necessary corporate action. Upon receipt of the approval by the Enanta B... | Label: Authorizations |
7cee0769-dff6-4398-8756-92465eaebe25 | Clause:
The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including without limitation the issuance of the Put Shares, do not and will not (a) result in a violation of the Company’s Articles of Incorporation or By-Laws o... | Label: No Conflicts |
72fbb56d-6e16-44a5-a055-b8e85e701078 | Clause:
Each party’s obligations under Sections 5.9 and 5.10 shall survive the resignation or replacement of Administrative Agent or any assignment of rights by or replacement of a Lender or an Issuing Bank, the termination of the Commitments, and the repayment, satisfaction, discharge or Full Payment of any Obligation... | Label: Survival |
b500ab11-8d8b-4c32-ab67-46018e48371d | Clause:
The Buyer is a Delaware limited liability company duly incorporated, validly existing and in good standing under the applicable Laws of Delaware and has all requisite corporate power and authority to carry on its business as it is now being conducted in all material respects. The Buyer is duly licensed or quali... | Label: Existence |
8e7492d6-0b1e-44c4-be7d-3b14a902434e | Clause:
This Agreement shall become effective solely upon (i) execution of this Agreement by the Company and each of the Sponsor Stockholders and (ii) the consummation of the Closing (as defined in the Merger Agreement). In the event that the Merger Agreement is terminated for any reason without the Closing having occu... | Label: Effectiveness |
dd33c577-43de-496c-98ac-35341e482b06 | Clause:
The Borrower will use the proceeds of any initial Revolving Borrowing to consummate the Closing Date Refinancing and the other Related Transactions and to pay transaction costs and expenses arising in connection herewith, and, after the Closing Date, will use the proceeds of the Revolving Loans for working capi... | Label: Use Of Proceeds |
1efd45a9-fa91-421d-8633-8e07c2e6e5ff | Clause:
During and after the Executive’s employment, and at all times, so long as there is not a significant conflict with the Executive’s then employment, the Executive shall cooperate reasonably with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the fut... | Label: Litigations |
96f1aa96-79d7-4634-8dfc-4d298a3d9fb2 | Clause:
In consideration of the rights granted to Employee hereunder, Employee hereby agrees that during the Term of this Agreement and thereafter he will hold in confidence all information concerning the Company or its business, including, but not limited to contract terms, financial information, operating data, or bu... | Label: Confidentiality |
453e4824-76e3-417b-9a1a-8d15a6f16587 | Clause:
Upon a Change in Control prior to the vesting of all of the RSUs hereunder, all of the unvested RSUs shall vest immediately and shall no longer be subject to cancellation pursuant to Section 6 or the transfer restrictions set forth in Section 8 hereof. Notwithstanding any relevant provision in the written empl... | Label: Change In Control |
a436f414-e668-4cf5-a95f-76f5ce78b37d | Clause:
The execution and delivery by the Borrower of this Amendment and the performance by the Borrower of this Amendment and the Credit Agreement , as amended by this Amendment , in accordance with their respective terms, do not and will not, by the passage of time, the giving of notice or otherwise: (i) require any... | Label: Compliance With Laws |
d311e7c8-0303-42e4-94d6-fac89e324759 | Clause:
This Agreement, including the Plan, contains the entire understanding and agreement between the parties hereto respecting the subject matter hereof, and there are no representations, agreements, arrangements, or understandings, oral or written, between the parties hereto relating to the subject matter of this A... | Label: Entire Agreements |
c109fa83-f685-4593-b15d-4d22acd52219 | Clause:
This Agreement may be executed in any number of counterparts and all of such counterparts shall be deemed an original and for all purposes constitute one agreement binding on the parties hereto, notwithstanding that all parties are not signatory to the same counterpart.
Task: Classify this clause into ONE of t... | Label: Counterparts |
20a9b159-7919-48c3-b709-be1b64cb559c | Clause:
This Patent Security Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Counterparts |
874b2fe4-abdb-4aa1-8a7c-29a527ff9a64 | Clause:
As of June 1, 2016, the authorized capital stock of the Company consists of (i) 50,000,000 shares of Common Stock, of which 6,808,857 and 6,481,857 shares are issued and outstanding, respectively, 10,000,000 shares of Preferred Stock, of which 400,000 are designated Series A Preferred Stock and 105,000 are issu... | Label: Capitalization |
359001c6-b0ef-4693-a91f-7f6a008f9aac | Clause:
The Company shall reimburse the Investor or its designee(s) for all costs and expenses incurred by it or its affiliates in connection with the transactions contemplated by the Transaction Documents (including, without limitation, all legal fees and disbursements in connection therewith, structuring, documentati... | Label: Fees |
fda51cd1-ad41-4c5d-af39-02f2318f9b49 | Clause:
Each party agrees to pay all of its expenses arising in connection with the negotiation, execution, and consummation of the transactions contemplated by this Agreement (including attorneys’ fees and expenses).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Expenses |
ec906704-4202-4be1-8ab1-6a0b6a8db7da | Clause:
This Agreement constitutes the entire contract among the Subordinated Debtors, the Senior Lenders and the Subordinated Lenders relating to the subject matter hereof and there are no promises or representations by the Subordinated Debtors, the Senior Lenders or the Subordinated Lenders hereto regarding the subje... | Label: Integration |
133c1ee3-c932-4c96-8479-3df08de01533 | Clause:
This Agreement shall be binding and deemed effective when executed by Borrower, each other Loan Party, the Agent and the Lenders.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignmen... | Label: Effectiveness |
cb08a8b0-ac79-4f55-878b-6e8d7f9e3215 | Clause:
The Borrowers acknowledge that all reasonable costs and expenses of the Administrative Agent incurred in connection with this Amendment will be paid in accordance with Section 9.3 of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Expenses |
5816b1a3-2808-49c4-8429-e3fa9eefd276 | Clause:
The provisions, sections and paragraphs, and the specific terms set forth therein, of this Agreement are severable, except as specifically provided to the contrary herein. If any provision, section or paragraph, or specific term contained therein, of this Agreement or the application thereof is determined by a ... | Label: Severability |
c7e7b436-df78-4cda-b9a7-bc484cf6ccd7 | Clause:
This Award Agreement represents the entire agreement between the parties hereto relating to the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Entire Agreements |
ef1acb6b-e5bb-4c04-845c-163259641e6a | Clause:
Any communications between the parties hereto, and notices provided herein to be given, may be given by delivering the same to Seller at the principal office of Seller, or to Payor at the principal office of Payor, as applicable, or to such other officers or addresses as either party may in writing hereafter sp... | Label: Notices |
c483526d-b604-4e2f-b787-997ba34e5faf | Clause:
This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. Facsimile or other electronic copies of signatures may be used in place of original signatures to t... | Label: Counterparts |
b7f47b59-a5f8-40e3-be0c-e73981689be6 | Clause:
No failure on the part of the Bank or the Company to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof or the exercise of any other rights. The remedies herein provided are cumulative and not exclusive of any remedies p... | Label: No Waivers |
fd197f11-b079-440d-a9a2-64387b197342 | Clause:
The consummation of the transaction contemplated herein (“ Closing ”) shall occur on the Closing Date at the offices of the Escrow Agent. The Closing may be held through an escrow closing arrangement, or effected via a “mail away” closing (i.e. in which funds are sent via wire transfer and closing documents are... | Label: Closings |
919ab33e-f531-4611-a115-6a517029765f | Clause:
This Agreement and the extension of and amendments to the Five-Year Credit Agreement set forth in Paragraph 1 and Paragraph 2 above shall become effective on the date hereof, upon receipt by the Administrative Agent of duly executed counterparts of this Agreement that, when taken together, bear the signatures o... | Label: Effective Dates |
bcf131eb-c5ce-4078-94fc-4f010d77b224 | Clause:
This Agreement, the Stock Agreements, the Indemnification Agreement and the Confidentiality Agreement, which are each incorporated herein by reference, constitute the entire agreement between the Employee and the Company, and supersede all prior and contemporaneous negotiations and agreements, oral or written. ... | Label: Entire Agreements |
a53df4fc-7cb5-4f26-bca9-d39a99c2f0af | Clause:
This Agreement may be amended from time to time by the Committee in its discretion; provided , however , that this Agreement may not be modified in a manner that would have a materially adverse effect on the Award Shares as determined in the discretion of the Committee, except as provided in the Director Plan, ... | Label: Amendments |
444faa47-3b1c-48b6-be78-444b38d9d9ca | Clause:
This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts entered into and performed entirely within such State and regardless of the law that might be applied under principles of conflicts of laws.
Task: Classify this clause into ONE of thes... | Label: Governing Laws |
b98dff47-2204-4aaf-96f4-e5f9af2a4db8 | Clause:
No action taken pursuant to this Agreement, including any investigation by or on behalf of any party shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein or and in any documents delivered in connection here... | Label: Waivers |
f07ced70-01a0-43d7-9d6d-863aa37bdff9 | Clause:
All news releases, publicity or advertising by Borrower or its affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents or to Lender or any of its affiliates shall be subject to the prior written approval of Lender; pro... | Label: Publicity |
5c296d69-8744-4795-a40d-0b84d04cfd60 | Clause:
The Credit Parties shall, and shall cause each of their respective Restricted Subsidiaries to (a) promptly register or cause to be registered (to the extent not already registered) with the United States Patent and Trademark Office, the United States Copyright Office and any other applicable Governmental Author... | Label: Intellectual Property |
222013d5-5505-4c3a-8612-360158a88000 | Clause:
This Agreement may be executed in any number of separate counterparts, each of which, when so executed, shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute but one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Counterparts |
dce90e76-3a1d-4e51-8a57-2c7e7c53430d | Clause:
Except as set forth on Schedule 4.5 attached hereto, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not, without the consent of a majority of the Series B Directors, use such proceeds for (a) the satisfaction of any portion of the Company’... | Label: Use Of Proceeds |
2d92f280-04e6-4553-95f3-c75307f3ea52 | Clause:
The Company agrees to indemnify and hold harmless the Seller from, and to reimburse the Seller for, any and all claims, suits, actions, proceedings, damages, liabilities, and expenses (including, without limitation, reasonable attorney's fees and expenses) that may be instituted or asserted against or incurred ... | Label: Indemnifications |
89607cd4-9ce7-40f2-9ef5-5dd5e9319c2a | Clause:
This Agreement and each of the agreements executed in connection with this Agreement to which Parent or Company is a party has been duly executed and delivered by Parent or Company, as applicable. This Agreement and each of the agreements executed in connection with this Agreement to which Parent or Company is ... | Label: Enforceability |
24141f35-feb0-4a17-a6bb-5cad0411b062 | Clause:
The execution, delivery and performance by the Company of this Agreement and the issuance and sale of the Purchased Securities will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, result in termination, modification or acceleration o... | Label: No Conflicts |
0f56f786-0016-4e12-8147-a2e22ddcfa56 | Clause:
Subject to the terms of this Agreement, the Secured Party having a senior security interest or lien in the Collateral shall, subject to such Secured Party’s rights under its agreements with Borrower, have the sole and exclusive right (but not the obligation), as against the other Secured Party, to adjust settle... | Label: Insurances |
9eb8959d-421f-48fe-b292-887baaacb136 | Clause:
The Borrower has the power and authority to incur, and the Loan Parties have the power and authority to guarantee, the Indebtedness represented by the Loans, the Secured Hedging Obligations and the Loan Documents. The execution, delivery and performance by each Loan Party, SREC Seller Party and the Sponsor of ... | Label: Authority |
7f767482-b039-4572-964a-627adf4a8854 | Clause:
Subject to the provisions of Section 11(o) above, the provisions of this Section 11 shall survive Closing.
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 |
7dac8b4f-6c9a-44ae-8b60-5016686058ee | Clause:
The representations and warranties set forth in this Article 7 are made as of the date of this Agreement and are remade as of the Closing Date and shall not be deemed to be merged into or waived by the instruments of Closing, but shall survive the Closing for a period of one year. Seller and Purchaser shall hav... | Label: Warranties |
28885661-aa3d-4474-b592-bbdb53ce783f | Clause:
Any and all activities conducted under ARTICLE 16, including any and all proceedings and decisions under Section 16.4, shall be deemed Confidential Information of each of the Parties, and shall be subject to ARTICLE 14.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Confidentiality |
1139351f-eca8-47c9-a3e2-beb7f5d7a05e | Clause:
T HE B ORROWER , T HE I SSUING L ENDERS , THE S WINGLINE L ENDERS , THE L ENDERS AND THE A DMINISTRATIVE A GENT HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING , DIRECTLY OR INDIRECTLY ( WHETHER SOUNDING IN TORT , CONTRACT OR OTHERWISE ), ARISING OUT OF OR RELATING... | Label: Waiver Of Jury Trials |
c1aa328c-6091-4e15-8b4f-6b04c3ae7df7 | Clause:
This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which together constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Counterparts |
b790e3ce-228b-451a-82ff-be3dcd951838 | Clause:
The Transactions (a) have been duly authorized by all requisite corporate, partnership, limited liability company, and, if required, stockholder, partner or member action, as applicable, of each Loan Party, (b) will not (i) violate (A) any provision of law, statute, rule or regulation, (B) any order of or under... | Label: Authorizations |
12ffa8c0-d0b3-4a04-8d63-001285fab6cf | Clause:
This Agreement may be executed in one or more counterparts, which may be by facsimile, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Counterparts |
b61070d9-5171-478d-8d35-84414b3d0f96 | Clause:
This Agreement may be executed in one or more counterparts, none of which need contain the signature of more than one party hereto, and each of which shall be deemed to be an original, and all of which together shall constitute a single agreement.
Task: Classify this clause into ONE of these types (exactly one... | Label: Counterparts |
d03713e4-ccb2-47ba-b202-f17abff9e0e8 | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.
Task: Classify this clause i... | Label: Governing Laws |
df4df729-b735-4654-bfed-2b9f581578d0 | Clause:
This Agreement constitutes the entire agreement between the parties hereto with regard to the subject matter hereof and supersedes all prior negotiations, representations and agreements, either written or oral, between them except for the Surviving Agreements. There are no conditions, agreements, or representat... | Label: Miscellaneous |
b6793759-4b6d-4dc2-91ad-de17ece744e1 | Clause:
Unless otherwise provided herein, all notices and other communications which may be or are required to be given or made by any party to the other in connection herewith shall be in writing and shall be deemed to have been properly given and received on the date: (i) delivered by facsimile transmission or by ele... | Label: Notices |
0b26a198-33bc-47cf-a5c1-9f2e037edd3f | Clause:
Participation in the Pension Make-Whole Benefit shall be limited to a select group of management and highly-compensated employees of the Employers whose most recent date of hire, rehire, or transfer from a union position is prior to January 1, 2015, as determined by the Chief Executive Officer, the Board or the... | Label: Participations |
e53cc581-2f77-404d-90a4-0a187852f09b | Clause:
Except as otherwise provided in this Agreement, section headings used herein are for convenience of reference only and shall not be considered in construing this Agreement. Capitalized terms used, but not defined, in this Agreement shall be given the meaning ascribed to them in the Plan.
Task: Classify this cl... | Label: Headings |
d7529e00-86da-4ede-b9a4-1e0ff2dbe076 | Clause:
The Partnership hereby waives promptness, diligence, all setoffs, presentments, protests and notice of acceptance and any other notice relating to any of the HEP Operating Payment Obligations and any requirement for the Applicable Refinery Owner to protect, secure, perfect or insure any security interest or lie... | Label: Waivers |
aa9b5d05-a39c-49cb-81ff-bebaacd26351 | Clause:
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto, whether verbal or in writing. The foregoing includes any prior understandings and agre... | Label: Entire Agreements |
828e5de2-b8aa-4efe-be17-2643343fe046 | Clause:
Employee agrees not to disclose the terms of this Agreement to any other person, except that Employee may disclose such terms to Employee’s attorney, financial advisors and/or tax accountants, and members of Employee’s immediate family. Employee also agrees to refrain from making public or private statements o... | Label: Confidentiality |
a3c8a37a-9cc4-4933-b3fd-c4786a718dc8 | Clause:
On the Restatement Effective Date, immediately after the making of each Loan, if any, to be made on the Restatement Effective Date, and the application of the proceeds thereof, and, to the extent applicable, giving effect to the rights of subrogation and contribution under the Collateral Agreement, (a) the fair... | Label: Solvency |
77ed5be9-1185-43e6-826e-c2676dd4d6ab | Clause:
(a) The Collateral Agent shall apply the proceeds of any sale or other disposition or collection of any Collateral of any Pledgor to the Liabilities of such Pledgor in the order directed by the Administrative Agent in accordance with the terms of the Credit Agreement.
Task: Classify this clause into ONE of the... | Label: Releases |
21638e29-f0fa-4ef0-ae2a-0fcec9373382 | Clause:
For the convenience of the parties, this Agreement may be executed in multiple counterparts, each of which for all purposes shall be deemed to be an original, and all such counterparts shall together constitute but one and the same agreement. Delivery of an executed counterpart of a signature page of this Agree... | Label: Counterparts |
1fc8fe8b-c77a-4f52-9256-495f7c56cff7 | Clause:
A detailed summary of the Borrower's use of the proceeds being funded hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Sala... | Label: Use Of Proceeds |
49c8d631-09e3-4ae5-8be5-2b1bd49b91cc | Clause:
The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment, including, but not limited to, expenses in Section 3(s). Except as... | Label: Fees |
38a0802c-121c-455d-8607-2bd3b7356740 | Clause:
The principal place of business and chief executive office of Seller is located at 4055 Technology Forest Blvd., Suite 210, The Woodlands, TX, 77381. Originals or duplicates of any incidental Records evidencing Contracts and related Receivables that may be kept by the Seller shall be kept at, and only at, said ... | Label: Records |
3d53080a-9b21-4415-8a47-ba0e194ba21b | Clause:
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTEE AGREEMENT. EACH PARTY HERETO HEREBY (I) CERTIFIES THAT NO REPRESENTATIVE, AG... | Label: Waiver Of Jury Trials |
0bdf184e-e850-47cb-9e8e-b82142d630d1 | Clause:
Without limiting any of Subscriber’s pre-existing confidentiality obligations, Subscriber shall not, for a period of one year following the date hereof, without the Company’s prior written consent, disclose to any other person or entity the nature, extent or fact that Subscriber is entering this Agreement or th... | Label: Confidentiality |
c9a8e79c-c48e-4316-938e-bb93b5857edd | Clause:
The Parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation... | Label: Construction |
56387b75-ab0f-4eba-b270-bcd5d32d5ba9 | Clause:
This Agreement may be executed in counterparts, and all such executed counterparts shall constitute the same agreement. It shall be necessary to account for only one such counterpart in proving this Agreement. A counterpart of this Agreement transmitted by electronic means (including so-called PDF) or facsimile... | Label: Counterparts |
064d9774-d83f-41ac-b5e9-da19f00ecd2c | Clause:
This Agreement shall terminate and shall cease to be of any further force or effect as of the earlier of (a) such date and time as the Share Purchase Agreement shall have been terminated pursuant to the terms thereof, or (b) the date on which the Public Company Voting Proposal shall have been approved by the re... | Label: Terminations |
0d00277d-44f6-4fe6-8632-cfefa1996e2d | Clause:
The enforcement of this Agreement or the assertion by any Indemnitor of any defense to the obligations of an Indemnitor hereunder, whether any of such matters arise before or after foreclosure of the Mortgage or other taking of title to or possession of all or any portion of the Property by Agent or any other I... | Label: General |
3025b3da-3cb6-467f-814f-2c376bbcf05c | Clause:
The validity, interpretation, construction and performance of this Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict of laws of such State. The Company and Indemnitee each hereby irrevocably consent ... | Label: Governing Laws |
e2ac195a-7e60-4d25-b647-067cd0aaa93a | Clause:
This Award Agreement may be modified or amended at any time, in accordance with Section 15 of the Plan and provided that you must consent in writing to any modification that adversely and materially affects your rights or obligations under this Award Agreement (with such an affect being presumed to arise from a... | Label: Modifications |
13202efc-ab88-4f2e-afd4-aeb9e03a30d3 | Clause:
The Company or an Affiliate, as appropriate, may require any individual entitled to receive a payment of an Award to remit to the Company, prior to payment, an amount sufficient to satisfy any applicable tax withholding requirements. In the case of an Award payable in Common Shares, the Company or an Affiliate,... | Label: Tax Withholdings |
c6dd17f5-863d-483b-99bd-1f93f406db41 | Clause:
The Employee recognizes that the payments and benefits provided under this Agreement will result in taxable income to the Employee that the Company will report to appropriate taxing authorities. The Company shall have the right to deduct from any payment made under this Agreement any federal, state, local, or ... | Label: Taxes |
75d8a848-4ff6-46da-9570-d257762216bd | Clause:
Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit denominated in dollars as the applicant thereof for the support of its or its Subsidiaries’ obligations, in a form reasonably acceptable to the Administrative Agent and the relevant Issuing Bank, at ... | Label: General |
79b4b571-26ef-4464-bb97-cc7652f39e0b | Clause:
Subject to Section 10, Executive agrees to refrain from making, directly or indirectly, now or at any time in the future, whether in writing, orally or electronically any comment that Executive knows or reasonably should know is critical in any material respect of the Company Group or any of its directors or of... | Label: Non-Disparagement |
5b2792af-ed39-4d2f-aa4a-26f77cd56494 | Clause:
The Administrative Agent and each Lender (each, a “ Lending Party ”) agree to keep confidential any information furnished or made available to it by the Borrower pursuant to this Agreement and identified by the Borrower as proprietary or confidential; provided that nothing herein shall prevent any Lending Party... | Label: Confidentiality |
07663869-ae7f-495f-8db9-811e4ead39db | Clause:
Each party hereto hereby acknowledges and consents to the mortgage, pledge, assignment and grant of a security interest by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders of all of the Issuer’s rights under this Agreement. In addition, the Administrator hereby ac... | Label: Assignments |
19e01a6d-c4ff-4021-9475-90bffe34d86f | Clause:
Executive agrees that if any provision of the release given by him under this Release is found to be unenforceable or illegal, it will not affect the enforceability of the remaining provisions and the courts may enforce all remaining provisions to the extent permitted by law.
Task: Classify this clause into ON... | Label: Severability |
9370bd1d-62c6-45c5-9880-435c6f943743 | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE.
Task: Classify th... | Label: Governing Laws |
ac2c8b70-9fb8-4172-a13d-76b987177ebc | Clause:
There shall not exist any pending or threatened action, suit, investigation or proceeding against a Consolidated Party that could have a Material Adverse Effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Litigations |
52af3117-a936-4031-a021-5555f0123b24 | Clause:
The Company has (a) for the twenty-four (24) months preceding the filing of the Form 10-K (or such shorter period as the Company was required by law to file such reports) (i) disclosed all material information required to be publicly disclosed by it on Form 8-K, (ii) filed all reports on Form 10-Q and Form 10-K... | Label: Financial Statements |
7aea75d3-970d-412c-b6b7-fe2de2674f9c | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or 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 of the ap... | Label: Releases |
8900d19c-4262-45ca-b7f3-150de6dda7a2 | Clause:
The Collateral Account shall be a money market deposit account and shall bear interest. The annual interest rate shall be adjusted monthly as of the first day of each month during the Term, and shall be equal to the greater of (i) the Federal Funds Rate published in the Money Rates table of the Wall Street Jour... | Label: Interests |
1fa384dc-0946-495c-ab3f-3e2f62392e97 | Clause:
No later than twenty (20) days after the completion of each fiscal month following the date hereof and prior to the Closing Date, the Company shall (and the Sellers shall cause the Company to) deliver to Buyer an unaudited balance sheet of the Acquired Companies as of the last day of such month, together with t... | Label: Financial Statements |
e004afae-262d-4663-bf88-fe41bd4d97f1 | Clause:
Other than any consents which have already been obtained or will be obtained prior to the Effective Time, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party in connection with (a) the execution, delivery or performance of... | Label: Consents |
a3dc2cf9-446d-4907-8004-507579272f20 | Clause:
(a) Each Grantor agrees to pay or reimburse each Secured Party for all its costs and expenses incurred in collecting against such Grantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Grantor is a party... | Label: Indemnifications |
2ae918f1-00f2-404f-98b4-2b05142638fa | Clause:
THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE GUARANTEES.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, A... | Label: Governing Laws |
bb644d91-f97b-4377-848b-17c917cee227 | Clause:
(a) While you are employed by the Company, the Company will pay you a base salary at the rate of $750,000 per year (the “ Base Salary ”). Your Base Salary will be paid in accordance with the usual payroll practices of the Company. While you are e mployed by the Company, your Base Salary will be reviewed fro... | Label: Base Salary |
77ab629a-dc59-47e6-96da-052c8caed513 | Clause:
Sublessee shall indemnify, defend (with counsel reasonably acceptable to Sublessor) and hold Sublessor harmless from and against any and all claims, causes of action, suits, proceedings, demands, liabilities, judgments, damages, losses, costs and expenses (including, without limitation, reasonable attorneys’ an... | Label: Indemnifications |
4fd77230-c51a-40bd-945d-7659793b242b | Clause:
Neither this Agreement nor any of the rights, interests, or obligations hereunder may be assigned, by operation of Law or otherwise, by any party without the prior written consent of the other parties, and any attempted assignment without such consent shall be void.
Task: Classify this clause into ONE of these... | Label: Assignments |
9ffb7c7b-f746-400a-a5c8-bbd0dd63a373 | Clause:
The arbitration proceeding shall be confidential and the arbitrator shall issue appropriate protective orders to safeguard each Party’s Confidential Information. Except as required to comply with Applicable Laws, including rules and regulations promulgated by the SEC, The NASDAQ Stock Market or any securities ... | Label: Confidentiality |
8fd4c564-7399-4ed4-aa1e-47e83e8549a0 | Clause:
Neither party shall issue, without consent of the other party, any press release or make any public announcement with respect to this Agreement or the employment, consulting or director relationship between them and/or the termination thereof. Following the effective date of this Agreement and regardless of any... | Label: Publicity |
2d814f12-ea32-43a9-8bef-0e7e410c058e | Clause:
In the event of a Change in Control the Restricted Cash shall fully vest.
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, Ben... | Label: Change In Control |
4da50855-b96a-425a-a45f-1c3471bed898 | Clause:
Upon a Change in Control (as defined in the Plan), the Restriction Period shall lapse and the Award shall become fully vested and shall be subject to Section 5.8 of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Change In Control |
918fa050-18d4-48e9-864d-7e7bde2d76f5 | Clause:
For purposes of this Program, references to employment with the Company shall include (i) employment with an Affiliate of the Company and (ii) any period during which the Participant is on a leave of absence approved by the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Employment |
458d3532-b4c2-468a-8007-1f44b68310af | Clause:
This Plan sets forth the entire understanding of the Company with respect to the subject matter hereof and, with the exception of the Company’s Layoff Payment Plan and the Company’s 2015 Key Employee Severance Plan, supersedes all existing severance and change of control plans, agreements and understandings (wh... | Label: Entire Agreements |
d4477a07-04de-4dac-84cf-6f0758c5159f | Clause:
The Company shall pay Executive an annual salary (the " Base Salary ") equal to Four Hundred and Fifty Thousand Dollars ($450,000) per year. Payment shall be made in accordance with the Company's normal payroll practices. The Base Salary will be reviewed by the Board no less frequently than annually.
Task: Cla... | Label: Base Salary |
666dfdb3-ac44-4d85-b7a9-19048e8ad927 | Clause:
No consent, authorization, approval, or other action by, and no notice to or filing with any Governmental Authority or any other Person or any consent from any Person is required either (i) for the pledge by the Guarantor of the Collateral pledged by it pursuant to this Agreement or for the due execution, deliv... | Label: Enforcements |
fea0bf9a-9514-4edf-a918-46a9ab6884df | Clause:
Consummation of the transactions contemplated by this Agreement (the “ Closing ”), shall, unless otherwise agreed to by the Partnership and the Sellers, take place via electronic exchange of documents, at 10:00 a.m., Central Time, on the later of (a) the first business day after the conditions set forth in Sect... | Label: Closings |
9d7072b4-86b1-4fe0-a6fc-a67dc107f408 | Clause:
A Participant shall be entitled to benefits under this Appendix only if the Participant retires or otherwise terminates employment with the Company and its Affiliates on or after the Participant’s attainment of age fifty-five (55) and on or after the date on which the Participant has completed ten (10) years of... | Label: Vesting |
2640bea4-6483-4377-8ddb-1cb269526988 | Clause:
This Agreement has been validly authorized, executed and delivered by the board of directors and officers of BJNTY and is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ ri... | Label: Authority |
f7d76f1e-269b-4f7d-b831-ea9f71935fae | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to New York’s rules regarding choice of law. Any proceeding between the parties relating to this Agreement shall be held in a court of competent jurisdiction in the county of Albany, State of ... | Label: Venues |
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