id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
ab3dc425-cebd-45f0-bcd3-83c806feba52 | Clause:
Capitalized terms used herein which are defined in the Facility Agreement or other Loan Documents, unless otherwise defined herein, shall have the meanings ascribed to them in the Facility Agreement and the other Loan Documents. The Recitals to this Amendment are incorporated herein in their entirety by this re... | Label: Defined Terms |
d73ce2bc-fa13-405d-92b1-eefa8b37923d | Clause:
There is no pending or, to Purchaser’s actual knowledge, threatened claim, charge, complaint, demand, hearing, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity to which Purchaser is a party, which seeks to restrain, condition or prohibit the transactions conte... | Label: Litigations |
d0045b2a-2bc6-4180-97da-816738db0788 | Clause:
Each Credit Party shall have obtained all material necessary Governmental Authorizations and all consents of other Persons, in each case that are necessary in connection with the transactions contemplated by the Credit Documents and each of the foregoing shall be in full force and effect and in form and substan... | Label: Consents |
a1271e07-6ee5-4548-a798-e00193687ad1 | Clause:
All fees and other amounts, including the Backstop Put Premium, required to be paid or reimbursed by the Company to the Backstop Lenders as of the Plan Effective Date shall have been so paid or reimbursed.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Payments |
855ac27e-e31d-41e1-81e4-09bddfeaf83c | Clause:
This Lease is entered into, under, and shall be construed according to the laws of the State of South Carolina.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Autho... | Label: Governing Laws |
81ac7ea4-1dc2-4092-9a0d-3922d6135a42 | Clause:
Neither the execution and delivery by Purchaser of any of the Purchaser Closing Documents, nor the performance by Purchaser of any of its obligations under any of the Purchaser Closing Documents, nor the consummation by Purchaser of the transaction described in this Agreement will violate any provision of the o... | Label: No Conflicts |
2322bf61-045f-4a68-a1ee-ce9012dec21d | Clause:
All notices and other communications provided for or permitted hereunder shall be made as set forth in Section ___ of the Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Notices |
480ed6a1-7d95-498c-a9b0-6610582a0b01 | Clause:
The following provisions shall apply automatically to the Plan and shall supersede any contrary provisions for each Plan Year in which the Plan is a Top-Heavy Plan (as defined below). It is intended that this Article shall be construed in accordance with the provisions of section 416 of the Code.
Task: Classif... | Label: General |
768e43ef-3b3c-44b3-90fe-27a356ea114d | Clause:
All payments hereunder shall be made in lawful money of the United States of America at the Holder’s address on the signature page attached hereto or at such other place as the Holder hereof may from time to time designate in writing to the Partnership. The Partnership may prepay this Note at any time without ... | Label: Payments |
81a58171-5c2d-4701-8f39-9cb8ef4ed0d6 | Clause:
Except where the context otherwise requires, wherever used, the singular includes the plural, the plural the singular, the use of any gender shall be applicable to all genders. The captions of this Services Agreementare for convenience of reference only and in no way define, describe, extend or limit the scope ... | Label: Construction |
b298297a-444e-4654-b275-ddb76cec599f | Clause:
At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable to maintain in favor of the Administrative Agent, for the benefit of the Secured Parties, Li... | Label: Further Assurances |
afe555c6-a91b-4dab-a360-8ab21291e867 | Clause:
Each Party agrees to execute and deliver any and all such other and additional instruments and documents and do any and all such other acts and things as may be necessary or expedient to effectuate this Agreement fully and to carry out the relationship contemplated hereunder.
Task: Classify this clause into ON... | Label: Further Assurances |
7bddf2c7-a258-490b-8e34-37b3621c0f57 | Clause:
The closing (the " Closing "), shall take place at the offices of Ledgewood, a professional corporation, at 2001 Market Street, Suite 3400, Philadelphia, PA 19103 no later than three (3) business days after obtaining the Conditional Approvals (" Closing Date ").
Task: Classify this clause into ONE of these ty... | Label: Closings |
1d032c3c-837c-41df-a7ab-902ed3c35a27 | Clause:
This Agreement and all disputes or controversies arising out of or relating to this Agreement or the Transactions shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of laws.
Task: Classify this... | Label: Governing Laws |
36750f18-0bf7-4e28-8266-e3cd9223adb4 | Clause:
Subject to Paragraph 17(a), all Disputes will be submitted for binding arbitration pursuant to the rules of the Kansas Uniform Arbitration Act on demand of either party . Such arbitration proceeding will be conducted in Wichita, Kansas and , except as otherwise provided in this Agreement, will be heard by one (... | Label: Arbitration |
17d7a445-c73f-4408-930c-213755aff8bf | Clause:
This letter supersedes any agreements, promises or representations (whether oral or written) regarding the offered terms of your prospective employment with the Company that are not explicitly stated in this letter. If any term herein is held to be invalid, void or unenforceable, the remainder of these terms sh... | Label: Miscellaneous |
46e03fe0-36d4-4363-9e68-796b81929faf | Clause:
The Borrower has disclosed to the Lender all agreements, instruments and corporate or other restrictions to which the Borrower or any Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the... | Label: Disclosures |
9346a07c-311e-45b4-bdc9-6c2e5befbee6 | Clause:
Effective as of the TCEH Effective Date, the sponsorship and all obligations relating to the maintenance and administration of each of the Contributed Plans are hereby transferred and assigned from EFH to OpCo, and OpCo hereby accepts such transfer and assignment. By virtue of such assignment and assumption, Op... | Label: Assignments |
78c9eb44-9eb2-4893-964d-51b6c796fb86 | Clause:
This Agreement constitutes, and when executed and delivered in accordance with this Agreement, each Note will constitute, a valid and binding obligation of the Borrower, enforceable against it in accordance with its terms, subject to (i) applicable Debtor Relief Laws and (ii) equitable principles of general app... | Label: Binding Effects |
af66dcc8-0f0d-47dc-8b65-71b99f04abe3 | Clause:
Within ten (10) business days of the date of this Agreement, the Company will reimburse the Shareholder Parties for their documented out-of-pocket legal fees and expenses actually incurred in connection with this Agreement through the date of the execution of this Agreement, provided that such reimbursement sha... | Label: Expenses |
6d965500-afae-4abf-b527-a9f2e8f3c0f1 | Clause:
This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof (including without limitation, the Offer Letter that the parties had be... | Label: Entire Agreements |
e6143b67-0d50-4334-8845-f35a8da25594 | Clause:
THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE THAT WOULD CAUSE THE APPLICATION... | Label: Governing Laws |
4d5eb609-fc5c-4dd3-bf24-d949d78a0598 | Clause:
As consideration for the Services, the Company shall pay Consultant at the rate of $40,000 per month, with a pro-rated amount to be paid for any partial month during the Term. The monthly fee for each month of the Term shall be processed during the last week of the month and paid on or before the fifth business... | Label: Fees |
da233f56-f804-4f66-8b4f-6d7f7724dbb9 | Clause:
Payment of the exercise price for Shares purchased upon the exercise of an Option shall be made by one, or by a combination of any, of the following methods: (a) in cash, which may be paid by check or other instrument acceptable to the Company, or by wire transfer of funds, in each case in United States dollars... | Label: Payments |
88ff2229-5bb6-4838-8186-8b00bc6f47cb | Clause:
During the Term, the Company will pay to Executive base salary at the rate of Five Hundred Fifty Thousand Dollars ($550,000) per year (“Base Salary”), less normal withholdings, payable in approximately equal bi-weekly or other installments as are or become customary under the Company’s payroll practices for its... | Label: Base Salary |
c1a8cafd-4e0f-41c6-af65-ae6284b06717 | Clause:
Upon payment and performance of the Obligations in full, this Assignment shall become null and void and of no further legal force or effect, but the affidavit, certificate, letter or statement of any officer, agent, authorized representative or attorney of Lender showing any part of the Obligations remaining un... | Label: Terminations |
4bc01e64-ab18-46f8-9876-2039a3d06767 | Clause:
The Company and its Significant Subsidiaries (i) have prepared and filed all foreign, federal, state and local income and all other tax returns, reports and declarations required by any jurisdiction to which it they are subject and such returns, reports and declarations are true, complete and correct in all mat... | Label: Taxes |
a5557e17-84dc-4fff-bc6c-5470d7afabfb | Clause:
This Agreement may be executed and delivered by each party hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute one and the same Agreement. This Agreement and any other Transaction Document, and any amendments ... | Label: Counterparts |
adcc2dd9-613e-4ff5-a377-f7a3e6bcd6ca | Clause:
There is no litigation pending or threatened which in any manner affects the Property, and Nevada Gold knows of no basis or grounds for any claims or causes of action which could affect the Property in any manner.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Litigations |
9737d76a-3b94-41a9-bba6-159230111d8d | Clause:
This Agreement shall be construed in accordance with the laws of the state of California (without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any jurisdiction other than those of the state of California) and the Parties submit to the exclusive jur... | Label: Governing Laws |
65956192-0474-44f1-a281-f7b63d1c778d | Clause:
The Restrictive Covenant Agreement entered into by and between the Executive and the Company dated November 25, 2015, attached hereto as Exhibit C , is incorporated by reference into this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Confidentiality |
f3cfacc6-36da-4acb-9059-0ec134f6ccb6 | Clause:
THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT. The terms and provisions of this Section 12 shall survive any termination of this Agreement.
Task: Classify thi... | Label: Waiver Of Jury Trials |
ae482c6c-7ee6-46fc-a5b3-fa8275529870 | Clause:
Consultant acknowledges and agrees that all intellectual property, methods, analyses, service marks, writings, audiovisual works, goodwill and tradenames, which relate to the Company or any of its Affiliates’ actual or anticipated business which are conceived, developed or made by Consultant while performing Se... | Label: Intellectual Property |
25b3a116-9117-4a84-8259-0916cc3565a7 | Clause:
The provisions and sub-provisions of this Agreement are severable and if any provision or sub-provision or identifiable part thereof of the Agreement is held to be invalid or unenforceable by any Court of competent jurisdiction then such invalidity or unenforceability will not affect the validity or unenforceab... | Label: Severability |
9f9bffcc-026e-4404-a2b3-9ebba5cb632d | Clause:
The Seller hereby acknowledges that the Purchaser has, concurrently with the execution hereof, executed and delivered the Pooling and Servicing Agreement and that, in connection therewith, it has assigned its rights hereunder to the Trustee for the benefit of the Certificateholders. The Seller hereby acknowledg... | Label: Assignments |
ff2e0894-8f0f-442f-bacb-d3002546cc04 | Clause:
The issuance of Shares and any restriction on the sale of Shares will be subject to and conditioned upon compliance by the Company and Participant with all applicable state, federal and local laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which t... | Label: Compliance With Laws |
184a94b6-3b3e-4911-908c-6750061164de | Clause:
The Term of Employment shall terminate earlier than as provided in Section 2 hereof upon the earliest occurrence pursuant to Sections 8(b) through 8(h) hereunder. Except as otherwise provided herein, all payments under this Section 8 shall occur within fifteen (15) days following the termination date.
Task: C... | Label: General |
1180ca66-cd28-4a59-9e73-6aeff9cdd18e | Clause:
This Agreement, the employment relationship contemplated herein and any claim arising from such relationship, whether or not arising under this Agreement, shall be governed by and construed in accordance with the internal laws of the State of South Carolina, without regard to conflict of law principles.
Task: ... | Label: Governing Laws |
52355e9e-c7f8-4d53-a37f-350f9b10c972 | Clause:
Whenever the RSUs become vested pursuant to Section 3 or are settled in Shares pursuant to Section 4, the Company shall notify the Recipient of the amount of tax, if any, which must be withheld by the Company under all applicable federal, state and local tax laws. The Recipient agrees to make arrangements with ... | Label: Withholdings |
b6fbdb81-250d-4e88-a461-6d5c3ef90d92 | Clause:
This Note may be amended solely as provided by the Subscription 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, Authorizations, Base Salary, Be... | Label: Amendments |
c3089c7d-7b95-4b26-b908-a5e314c510e5 | Clause:
Bayer shall provide written notice to Licensor of the first occurrence of any of the (i) development milestones set forth above in Section 8.2.1 no later than twenty-five (25) Business Days following the occurrence of the relevant milestone, and (ii) sales milestones set forth above in Section 8.2.2 no later th... | Label: Payments |
27279413-ee4a-4246-904c-292130eabbd9 | Clause:
The Board may amend this Plan as it shall deem advisable, subject to any requirement of stockholder approval required by applicable law, rule or regulation, including Section 162(m) and Section 422 of the Code; provided, however, that no amendment shall be made without stockholder approval if such amendment wou... | Label: Amendments |
4344b813-bda2-4b85-8c80-59150e4fd5f9 | Clause:
As further consideration for Administrative Agent’s and the Lenders’ entry into this Amendment, each Borrower, for itself and on behalf of all its predecessors, successors, assigns, agents, employees, representatives, officers, directors, general partners, limited partners, joint shareholders, beneficiaries, tr... | Label: Releases |
cfa915e5-b786-4fa1-823a-2ed76e34b6f6 | Clause:
FTI has kept all books and records since inception and such financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“ GAAP ”) consistently applied throughout the periods involved. The balance sheets are true and accurate and present fairly as of their respective date... | Label: Financial Statements |
4703fc09-af9f-40fc-90ce-a6f0d94c3aac | Clause:
Assuming compliance with the matters referred to in Section 2(a), neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance with the terms hereof, will (with or without notice or the passage of time or both) violate, conflict with or resul... | Label: No Conflicts |
703d36e0-7bea-476b-9fb3-0a64aff93aef | Clause:
The parties hereto agree that, on the Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Original Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all Obligations (as de... | Label: Amendments |
bdc96eed-4a5e-4a63-b533-6e411fd75f6c | Clause:
All notices or demands by any party to this Assignment shall be in writing and may be sent by certified mail, return receipt requested. Notices so mailed shall be deemed received when deposited in a United States post office box, postage prepaid, properly addressed to the respective mailing address stated below... | Label: Notices |
becde9b7-c452-4741-bad4-d0adcf2bdf61 | Clause:
Tenant guarantees, warrants and represents that (a) Tenant is duly incorporated or otherwise established or formed and validly existing under the laws of its state of incorporation, establishment or formation, (b) Tenant has and is duly qualified to do business in the state in which the Property is located, (c)... | Label: Representations |
28371687-bfa5-44c9-b384-db1b81938f50 | Clause:
The authorized capital stock of the Company and the shares thereof issued and outstanding were as set forth in the Public Reports (as defined in Section 5.6 hereof) as of the dates reflected therein. As of the date hereof, there are 52,356,394 Common Shares issued and outstanding. All of the outstanding Common ... | Label: Capitalization |
bbe87e5f-0d3c-4f1a-a60d-7a7dfdcb22fc | Clause:
During the Executive’s employment with the Company pursuant to this Agreement, the Executive shall be entitled to participate in all of the employee benefit plans and arrangements generally provided from time to time to senior executive officers of the Company, including the standard vacation and sick leave ben... | Label: Benefits |
e7ed477a-6d28-4aeb-9d75-19ebffae3f71 | Clause:
The Company agrees to pay as incurred, to the full extent permitted by law, and in accordance with Section 10.7(d) hereof, all legal fees and expenses which a Participant may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Participant, or others of the validit... | Label: Interests |
44c3a6b5-8e86-4a6b-93d2-f86e41d5972d | Clause:
Unless otherwise provided herein or in the Indenture, any notice or other communication herein required or permitted to be given shall be given in the manner and become effective as set forth in the Indenture, as to any Pledgor, addressed to it at the address of Issuer set forth in the Indenture and as to the C... | Label: Notices |
6632915c-9a89-4643-a21d-fe9c5f1754c2 | Clause:
Subject to the provisions of this Agreement, the parties hereto will, from time to time, do all acts and things and execute and deliver all such further documents and instruments, as the other parties hereto may reasonably require to effectively carry out or better evidence or perfect the full intent and meanin... | Label: Further Assurances |
b6dd6788-da9d-4161-b031-cbc889f731c9 | Clause:
All reasonable costs and expenses incurred by the Managing Member and the Company in connection with any Transfer of a Member’s Membership Interest, including any filing and recording costs and the reasonable fees and disbursements of counsel for the Company, shall be paid by the transferring Member. In additio... | Label: Indemnifications |
f83d9b9e-3813-4d72-ab52-05de5b8c73ab | Clause:
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF WASHINGTON.
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: Governing Laws |
924da758-1573-4c82-b660-ed3fe6349ba6 | Clause:
No waiver by any party hereto of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waive... | Label: Waivers |
e7f7e5b8-4cc1-4d31-9262-e89b4d388c4a | Clause:
TO THE FULLEST EXTENT PERMITTED BY LAW, LENDER AND BORROWER HEREBY VOLUNTARILY, UNCONDITIONALLY AND IRREVOCABLY WAIVE TRIAL BY JURY IN ANY LITIGATION OR PROCEEDING IN A STATE OR FEDERAL COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR THE OTHER CREDIT DOCUMENTS OR THE SECURED OBLIG... | Label: Waiver Of Jury Trials |
e8ee62e5-3759-4836-9492-b6d05d8016d5 | Clause:
Each of Borrower and its Subsidiaries has (i) good and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), (iii) valid licensed rights in (in the case of licensed interests in intellectual property) ... | Label: Titles |
ea71af0e-e892-42f6-91ed-0663076f7be4 | Clause:
(II) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Commi... | Label: Fees |
dca7779a-de11-4500-9c60-4733f99ab37c | Clause:
This Award Agreement shall be governed by the laws of the State of California, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Award of Performance Shares or this Award Agreement, the parties hereby submit to and consent to the juris... | Label: Governing Laws |
3f26a8b5-ec25-4a98-95ef-e491316c3c9a | Clause:
Employee shall be employed in the capacity of President and Chief Executive Officer of the Company and shall have such other duties, responsibilities and authorities as are assigned to him by the Board of Directors of the Company (the “Board”) so long as such additional duties, responsibilities and authorities ... | Label: Duties |
dff70650-bd8e-4dc5-97a1-cdcd7879810f | Clause:
Executive shall provide Executive’s reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during Executive’s employment hereunder, but only to the extent the Company requests such cooperation with reasonable advance not... | Label: Cooperation |
91825e28-c96d-43b2-94e6-0280a4b839b4 | Clause:
With respect to the holders of Debentures issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures and after the curing or waiving of all Events of Default which may have occurred, with respect to the Debentures, undertakes to perform such duties and only such... | Label: Duties |
fb4b5871-bdd7-42b0-ba08-912770d792a3 | Clause:
By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. The First Lien Collateral Agent represents and warrants that this Agreement is binding upon the First Lien Credit Agreement... | Label: Authorizations |
f5a33b2d-e04d-4569-91c8-bef53aefe2ab | Clause:
In connection with this transaction, as a condition to the closing of this Agreement, Eagle Coast, LLC, which is wholly-owned by Sellers and the Landlord as described in the Lease Agreement, dated August 1, 2007, between Mobilisa, Inc., the Company’s subsidiary, and Eagle Coast, LLC (the “ Lease Agreement ”), h... | Label: Amendments |
39b1cda9-1564-4110-811f-e4f1a233688e | Clause:
The Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer of each of DW Animation, each of the Subsidiary Guarantors, the Administrative Agent and the Required Lenders; provided that the amendment contemplated by Section 2.1(c) shall become effective only i... | Label: Amendments |
cf528925-89df-491c-8a59-032461cfbbac | Clause:
Without duplication of Section 2.13(b), the Credit Parties shall indemnify each Agent and each Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or pa... | Label: Indemnifications |
6f38aa42-d359-41d3-b725-2b4fedbf10aa | Clause:
Pieris shall have the right to participate in and to be represented by counsel of its choice, in an enforcement action that involves Enumeral IP and relates to a Product under Section 11.3(a)(ii). Enumeral agrees to keep Pieris informed concerning any such enforcement action, to consult with Pieris concerning l... | Label: Cooperation |
50126376-0d33-4061-aae1-25b258f8760a | Clause:
This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and supersedes all prior discussions between us. No oral statements made by either party either before or after signing this Agreement are part of this Agreement. No modification of ... | Label: Entire Agreements |
2b595ea3-4b26-46c3-a5bc-f77017e6f0fc | Clause:
Except as set forth on Schedule 3(f) hereto, the Company has filed (and, except for certain Current Reports on Form 8-K, has, within the past two years, timely filed (subject to 12b-25 filings with respect to certain periodic filings)) all reports, schedules, forms, statements and other documents required to be... | Label: Financial Statements |
57b0d28c-52f1-40a6-b5db-36843af57249 | Clause:
The masculine pronoun shall be construed to include the feminine pronoun and singular shall include the plural where the context so requires.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Construction |
8bf67f04-18fe-4e13-9d6b-4e8993ba360a | Clause:
On the Funding Date, subject to receipt by Borrower of a reasonably detailed invoice and receipt by Borrower of such other information supporting such invoice as may be reasonably requested by Borrower, Borrower shall pay in full all of the Lenders’ reasonable professional costs and fees incurred in relation to... | Label: Expenses |
c6c29b9f-e7aa-4cb5-8d3a-912d90d22ea1 | Clause:
Subject to the requirements of Section 409A, each Employer reserves the right to terminate the Plan at any time with respect to Participants whose services are retained by that Employer. Upon the termination of the Plan in accordance with the requirements of Section 409A, a Participant’s Account Balance and Dis... | Label: Terminations |
56d3ee32-4949-4e13-b58d-ce7f4cad8891 | Clause:
If Buyer exercises rights of access under this Article VII or otherwise, or conducts examinations or inspections under this Section or otherwise, then (a) such access, examination and inspection shall be at Buyer’s sole risk, cost and expense and Buyer waives and releases all claims against Seller, its Affiliat... | Label: Indemnifications |
b82a33ca-5cb7-430e-ad1d-dc8784a74464 | Clause:
When a reference is made in this Amendment to a Section, such reference shall be to a Section of this Amendment unless otherwise indicated. The headings contained in this Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of this Amendment. Whenever the wor... | Label: Interpretations |
2ecd5926-ca28-4568-8ff0-39efe4b5a636 | Clause:
The rights and obligations of this Agreement shall bind and inure to the benefit of the surviving corporation in any merger or consolidation in which the Employer is a party, or any assignee of all or substantially all of the Employer’s business and properties. The Executive’s rights and obligations under this ... | Label: Successors |
5d25c2a3-7930-4beb-880b-7f2113bfdbb7 | Clause:
The Company has (a) since the filing of the Company’s Annual Report on Form 10-K of the fiscal year ended December 31, 2014 (the “2014 10-K”) (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 (iii) filed all other reports (other t... | Label: Financial Statements |
194cc426-7407-4509-8f84-d0fc52e52361 | Clause:
If this Deferred Payment Note is placed in the hands of an attorney for collection, by suit or otherwise, or to enforce its collection, Borrower shall pay all reasonable costs of collection including reasonable attorneys’ fees.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Fees |
518ebece-d78a-472c-ad54-8f31b260f0fd | Clause:
This Agreement shall be deemed an agreement made under the laws of the State of California.
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... | Label: Governing Laws |
848e837e-27c7-45f0-ac67-aa387e78c28e | Clause:
This Joinder Agreement, together with the Credit Agreement and the other Credit Documents, embody the entire agreement and understanding between the parties hereto and supersede all prior agreements and understandings of the parties, verbal or written, relating to the subject matter hereof.
Task: Classify this... | Label: Entire Agreements |
f53b6237-fc40-441a-a30d-cfdb6123f869 | Clause:
(a) Each borrowing of Loans under any Facility by the Company or any Subsidiary Borrower from the Lenders under such Facility, each payment by the Company or any Subsidiary Borrower on account of any Facility Fee or any fee payable pursuant to the L/C Fee Letter, and any reduction of the Commitments of the Lend... | Label: Payments |
5a9cb451-0e4c-41fb-8b26-68b6d4960d80 | Clause:
SOW N-16 term shall commence on the SOW N-16 Effective Date and terminate ***,***.
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 Sa... | Label: Terms |
27fa37cb-b480-4309-ab92-5c0703e6e117 | Clause:
Financial Statements ” shall have the meaning assigned to such term in Section 4.01(d).
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, Ba... | Label: Financial Statements |
519cdec3-e302-4f5c-93ae-6e3cf70c1dae | Clause:
This Agreement will be construed and interpreted according to the laws of the State of Florida without reference to its conflicts of law principles and Quant and Ominto consent to exclusive jurisdiction and venue in the state and federal courts located in and for Palm Beach County, Florida. The Parties hereby c... | Label: Governing Laws |
0231b525-29ef-40b4-995c-e5fb2f9c1151 | Clause:
This joinder agreement (the “ Joinder Agreement ”) to the Restructuring Support Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to any conflicts of law provisions which would require the application of the law of any other jurisdiction.
... | Label: Governing Laws |
afd4ba23-9baf-45b9-a94f-f4f5e521c43d | 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 AGREEMENT OR ANY OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESE... | Label: Waiver Of Jury Trials |
7801bc00-b004-4e9a-aaf8-85e0d14288fb | Clause:
This Agreement may be executed in several counterparts; each such counterpart shall be considered an original agreement and all such executed counterparts shall constitute one Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Counterparts |
73ce0651-d0d9-4f41-827e-565ad363042e | Clause:
This Joinder Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to any conflict of laws provisions which would require the application of the law of any other jurisdiction.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Governing Laws |
770abd50-fd60-409b-a1be-c7b7b15eb061 | Clause:
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and... | Label: Survival |
2b8ade6f-c5f5-4090-8e38-cbe8b446a7b1 | Clause:
Damages in the event of breach of this Agreement by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed that each such Person, in addition to and without limiting any other remedy or right it may have, will have the right to seek an injunction or other equitable relief i... | Label: Specific Performance |
3fbae6f6-cd8b-4e9b-8a01-64d9175277fa | Clause:
Upon the payment in full of the Secured Obligations and termination of the Security Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense of the Pledgors, execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral... | Label: Terminations |
aa1374f8-5c8b-44b1-81ca-15831512ef2f | Clause:
Each of Ashland Global and Valvoline shall consult with the other, and shall, subject to the requirements of Section 7.08, provide the other Party the opportunity to review and comment upon, any press releases or other public statements in connection with the Separation, the Initial Public Offering, the Distrib... | Label: Publicity |
29c7bee1-51cb-4b10-b7f5-5d378107280c | Clause:
If a Change in Control of the Company, as defined in the McAfee Agreement, occurs during the Term, the Consultant shall be entitled to the compensation provided in Section 8(a) of this Agreement upon the subsequent termination of this Agreement by either the Company, or the Consultant within two years of the da... | Label: Change In Control |
ab21873a-02d6-413f-a276-3006dfa2b35b | Clause:
(a) Withholding of Taxes; Gross-Up . Each payment by the Borrower under any Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxe... | Label: Taxes |
2929ac1d-a197-4290-9a84-38c5a0097065 | Clause:
Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties by any other party, or whenever any of the parties desires to give and serve upon any other party... | Label: Notices |
ca4cd0f9-6d2f-45c2-9da0-868342a9085a | Clause:
A Participant shall at all times be 100% vested in the Participant’s Deferral Account.
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, Bas... | Label: Vesting |
8266275c-9620-4497-96a2-89e91fc4aa1d | Clause:
All communications hereunder shall be in writing and, if sent to the Initial Purchasers, shall be mailed or delivered to Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005, Attention: Leveraged Debt Capital Markets, Second Floor (fax: (212) 797-4877), with a copy to the attention of the Gen... | Label: Notices |
3e5f5b54-a742-436c-9b3d-b207b44f0983 | Clause:
(a) Set forth on Schedule 3.15 is a complete and correct list of (i) all of the Subsidiaries of the Borrower as of the Effective Date, together with, for each such Subsidiary, (A) the jurisdiction of organization of such Subsidiary, (B) each Person holding direct ownership interests in such Subsidiary and (C) t... | Label: Subsidiaries |
037f792e-b697-46e1-8022-76a0a2783512 | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the relevant Issuing Bank or the Revolving Lenders, the relevant Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquire... | Label: Participations |
3aca7c1d-353f-4547-b47b-c3c1b1ded29e | Clause:
Subject to the rules and limitations in this Section 3.2 and in Article 5, each Participant who is an Eligible Employee may make After-Tax Contributions through authorizing the after-tax payroll deduction of 1% to 5% (in 1% increments) of his or her Regular Eligible Compensation for each pay period.
Task: Clas... | Label: General |
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